Exhibit
4.3.1


	
  

  	
  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: EFP Financial Products

  
	
   

  	
  Telephone: 212-583-8373

  
	
   

  	
  Facsimile: 212-230-8610

  
	
   

  	
   

  
	
  Re:

  	
  Convertible Bond Hedge Transaction

  
	
   

  	
  (Transaction Reference Number: 23952)

  



 


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. (“Counterparty”).  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.  Certain defined terms used
herein have the meanings assigned to them in Indenture to be dated as of the
closing date for the Convertible Debentures described below between
Counterparty, certain of its subsidiaries and The Bank of New York Trust
Company, N.A. as trustee (the “Indenture”)
relating to up to USD 300,000,000 principal amount of 2.75% convertible
securities due September 15, 2011 (the “Convertible Debentures”).  In the event of any inconsistency between the
terms defined in the Indenture and this Confirmation, this Confirmation shall
govern.  For the avoidance of doubt,
references herein to sections of the Indenture are based on the draft of the
Indenture most recently reviewed by the parties at the time of execution of
this Confirmation.  If any relevant
sections of the Indenture are changed, added or renumbered following execution
of this Confirmation, the parties will amend this Confirmation in good faith to
preserve the economic intent of the parties.


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 Counterparty 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 Counterparty
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 constitutes 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:

  	
  September 6, 2006

  
	
   

  	
   

  
	
  Option Style:

  	
  Modified American, as described under “Procedures
  for Exercise” below.

  
	
   

  	
   

  
	
  Option Type:

  	
  Call

  
	
   

  	
   

  
	
  Seller:

  	
  BofA

  
	
   

  	
   

  
	
  Buyer:

  	
  Counterparty

  
	
   

  	
   

  
	
  Shares:

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

  
	
   

  	
   

  
	
  Number of Options:

  	
  The number of Convertible Debentures in
  denominations of USD1,000 principal amount issued by Counterparty on the closing
  date for the initial issuance of the Convertible Debentures; provided that the Number of Options
  shall be automatically increased as of the date of exercise by Banc of
  America Securities LLC as representative of the Initial Purchasers (as
  defined in the Purchase Agreement), of its option pursuant to Section 2.c of
  the Purchase Agreement dated as of September 6, 2006 between Counterparty and
  Banc of America Securities LLC as representative of the Initial Purchasers
  thereto (the “Purchase Agreement”)
  by the number of Convertible Debentures in denominations of USD1,000
  principal amount issued pursuant to such exercise (such Convertible
  Debentures, the “Additional Convertible
  Debentures”). For the avoidance of doubt, the Number of Options
  outstanding shall be reduced by each exercise of Options hereunder.

  
	
   

  	
   

  
	
  Option Entitlement:

  	
  As of any date, a number of Shares per Option equal
  to the Conversion Rate (as defined in the Indenture, but without regard to
  any adjustments to the Conversion Rate pursuant to Sections 14.01(e),
  14.01(f) or 14.05(h) of the Indenture).

  
	
   

  	
   

  
	
  Strike Price:

  	
  As of any date, an amount in USD, rounded to the
  nearest cent (with 0.5 cents being rounded upwards), equal to USD1,000 divided by the Option Entitlement.

  
	
   

  	
   

  
	
  Number of Shares:

  	
  The product of the Number of Options and the Option
  Entitlement.

  
	
   

  	
   

  
	
  Premium:

  	
  USD
  50,850,000 (Premium per Option USD

  



 



 2
 









 


	
  

  	
  16.35832); provided
  that if the Number of Options is increased pursuant to the proviso to the
  definition of “Number of Options” above, an additional Premium equal to the
  product of the number of Options by which the Number of Options is so
  increased and the Premium per Option shall be paid on the Additional Premium
  Payment Date.

  
	
   

  	
   

  
	
  Premium Payment Date:

  	
  The Effective Date

  
	
   

  	
   

  
	
  Additional Premium
  Payment Date:

  	
  The closing date for the purchase and sale of the
  Additional Convertible Debentures.

  
	
   

  	
   

  
	
  Exchange:

  	
  New York Stock Exchange

  
	
   

  	
   

  
	
  Related Exchange:

  	
  All Exchanges

  
	
   

  	
   

  
	
  Procedures for Exercise:

  	
   

  
	
   

  	
   

  
	
  Potential Exercise Dates:

  	
  Each Conversion Date.

  
	
   

  	
   

  
	
  Conversion Date:

  	
  Each “Conversion Date”, as defined in the Indenture,
  of Convertible Debentures (such Convertible Debentures, the “Relevant Convertible
  Debentures” for such Conversion Date).

  
	
   

  	
   

  
	
  Required Exercise on

  	
   

  
	
  Conversion Dates:

  	
  On each Conversion Date for Relevant Convertible
  Debentures, a number of Options equal to the number of Relevant Convertible
  Debentures in denominations of USD1,000 principal amount submitted for
  conversion on such Conversion Date in accordance with the terms of the
  Indenture shall be automatically exercised, subject to “Notice of Exercise”
  below.

  
	
   

  	
   

  
	
  Expiration Date:

  	
  September 15, 2011

  
	
   

  	
   

  
	
  Multiple Exercise:

  	
  Applicable, as provided above under “Required
  Exercise on Conversion Dates”.

  
	
   

  	
   

  
	
  Minimum Number of
  Options:

  	
  Zero

  
	
   

  	
   

  
	
  Maximum Number of
  Options:

  	
  Number of Options

  
	
   

  	
   

  
	
  Integral Multiple:

  	
  Not Applicable

  
	
   

  	
   

  
	
  Automatic Exercise:

  	
  As provided above under “Required Exercise on
  Conversion Dates”.

  
	
   

  	
   

  
	
  Notice of Exercise:

  	
  Notwithstanding anything to the contrary in the
  Equity Definitions, in order to exercise any Options, Counterparty must
  notify BofA in writing prior to 5:00 PM, New York City time, on the Exchange
  Business Day prior to the first Exchange Business Day of the “Conversion
  Reference Period”, as defined in the Indenture, relating to the Relevant
  Convertible Debentures converted on the Conversion Date relating to the
  relevant Exercise Date (the “Notice Deadline”) of (i) the
  number of Options being exercised on such Exercise Date, (ii) the scheduled
  settlement date under the Indenture for the Relevant Convertible Debentures
  converted on the Conversion Date corresponding to such Exercise 

  



 



 3
 









 


	
  

  	
  Date and (iii) the applicable Cash Percentage (as
  defined in the Indenture); provided
  that, notwithstanding the foregoing, such notice (and the related exercise of
  Options) shall be effective if given after the Notice Deadline but prior to
  5:00 PM New York City time, on the fifth Exchange Business Day of such
  “Conversion Reference Period”, in which event the Calculation Agent shall
  have the right to adjust the Delivery Obligation as appropriate to reflect
  the additional costs (including, but not limited to, hedging mismatches and
  market losses) and expenses incurred by BofA in connection with its hedging
  activities (including the unwinding of any hedge position) as a result of
  BofA not having received such notice prior to the Notice Deadline.

  
	
   

  	
   

  
	
  Settlement Terms:

  	
   

  
	
   

  	
   

  
	
  Settlement Date:

  	
  In respect of an Exercise Date occurring on a
  Conversion Date, the settlement date for the Shares or cash to be delivered
  under the Relevant Convertible Debentures under the terms of the Indenture; provided that the Settlement Date will
  not be prior to the later of (i) the date one Settlement Cycle following the
  final day of the “Conversion Reference Period”, as defined in the Indenture,
  or (ii) the Exchange Business Day immediately following the date on which
  Counterparty gives notice to BofA of such Settlement Date prior to
  5:00 PM, New York City time.

  
	
   

  	
   

  
	
  Delivery Obligation:

  	
  In lieu of the obligations set forth in Sections 8.1
  and 9.1 of the Equity Definitions, and subject to “Notice of Exercise” above,
  in respect of an Exercise Date occurring on a Conversion Date, BofA will
  deliver to Counterparty, on the related Settlement Date, a number of Shares
  and/or amount of cash in USD equal to the aggregate number of Shares or
  amount of cash, as the case may be, that Counterparty is obligated to deliver
  to the holder(s) of the Relevant Convertible Debentures converted on such
  Conversion Date pursuant to Section 14.01(a)(ii)  of the Indenture (the “Convertible Obligation”); provided that such obligation shall be
  determined excluding any Shares or cash that Counterparty is obligated to
  deliver to holder(s) of the Relevant Convertible Debentures as a result of
  any adjustments to the Conversion Rate pursuant to Sections 14.01(e),
  14.01(f) and 14.05(h)  of
  the Indenture. For the avoidance of doubt, if the “Conversion Value”, as
  defined in the Indenture, is less than or equal to USD1,000, BofA will have
  no delivery obligation hereunder.

  
	
   

  	
   

  
	
  Notice of Delivery
  Obligation:

  	
  No later than the Exchange Business Day immediately
  following the last day of the “Conversion Reference Period”, as defined in
  the Indenture, Counterparty shall give BofA notice of the

  



 



 4
 









 


	
  

  	
  final number of shares and/or the amount of cash
  comprising the Convertible Obligation (it being understood, for the avoidance
  of doubt, that the requirement of Counterparty to deliver such notice shall
  not limit Counterparty’s obligations with respect to Notice of Exercise, as
  set forth above, in any way).

  
	
   

  	
   

  
	
  Other Applicable
  Provisions:

  	
  To the extent BofA is obligated to deliver Shares
  hereunder, the provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11 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”; and provided
  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 Buyer is the issuer
  of the Shares. “Net Share Settled” in relation to any Option means that BofA
  is obligated to deliver Shares as required by the terms hereof.

  
	
   

  	
   

  
	
  Restricted Certificated
  Shares:

  	
  Notwithstanding anything to the contrary in the
  Equity Definitions, BofA may, in whole or in part, deliver Shares in
  certificated form representing the Number of Shares to be Delivered to
  Counterparty in lieu of delivery through the Clearance System.

  
	
   

  	
   

  
	
  Adjustments:

  	
   

  
	
   

  	
   

  
	
  Method of Adjustment:

  	
  Notwithstanding Section 11.2 of the Equity
  Definitions, upon the occurrence of any event or condition set forth in
  Section 14.05 of the Indenture, the Calculation Agent shall make the
  corresponding adjustment in respect of any one or more of the Number of
  Options, the Option Entitlement and any other variable relevant to the
  exercise, settlement or payment of the Transaction, to the extent an
  analogous adjustment is made under the Indenture; provided that in no event
  shall there be any adjustment hereunder as a result of an adjustment of the
  Conversion Rate pursuant to Sections 14.01(e), 14.01(f) or 14.05(h) of the
  Indenture.

  
	
   

  	
   

  
	
  Extraordinary Events:

  	
   

  
	
   

  	
   

  
	
  Merger Events:

  	
  Notwithstanding Section 12.1(b) of the Equity
  Definitions, a “Merger Event” means the occurrence of any event or condition
  set forth in Section 14.06 of the Indenture.

  
	
   

  	
   

  
	
  Tender Offer:

  	
  Applicable, subject to “Consequences of Merger
  Events and Tender Offers” below.

  
	
   

  	
   

  
	
  Consequences of Merger
  Events and 

  	
   

  
	
  Tender Offers:

  	
  Notwithstanding Sections 12.2 and 12.3 of the Equity
  Definitions, upon the occurrence of a Merger Event or Tender Offer, the
  Calculation Agent shall make

  



 



 5
 









 


	
  

  	
  the corresponding adjustment in respect of any adjustment
  under the Indenture to any one or more of the nature of the Shares, the
  Number of Options, the Option Entitlement and any other variable relevant to
  the exercise, settlement or payment for the Transaction, to the extent an
  analogous adjustment is made under the Indenture; provided that
  such adjustment shall be made without regard to any adjustment to the
  Conversion Rate for the issuance of additional shares as set forth in
  Sections 14.01(e), 14.01(f) and 14.05(h) of the Indenture; and provided further that the Calculation
  Agent may limit or alter any such adjustment referenced in this paragraph so
  that the fair value of the Transaction to BofA is not reduced as a result of
  such adjustment; and provided further
  that in the event that the Issuer makes the election described in Section
  14.01(f) of the Indenture, Cancellation and Payment (Calculation Agent
  Determination) shall apply.

  
	
   

  	
   

  
	
  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 will 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 System (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.

  
	
   

  	
   

  
	
  Additional Disruption
  Events:

  	
   

  
	
   

  	
   

  
	
  (a)   Change
  in Law:

  	
  Not Applicable

  
	
   

  	
   

  
	
  (b)   Failure
  to Deliver:

  	
  Applicable

  
	
   

  	
   

  
	
  (c)   Insolvency
  Filing:

  	
  Applicable

  
	
   

  	
   

  
	
  (d)   Hedging
  Disruption:

  	
  Not Applicable

  
	
   

  	
   

  
	
  (e)   Increased
  Cost of Hedging:

  	
  Not Applicable

  
	
   

  	
   

  
	
  Hedging Party:

  	
  For all applicable Extraordinary Events, BofA

  
	
   

  	
   

  
	
  Determining Party:

  	
  For all applicable Extraordinary Events, BofA

  
	
   

  	
   

  
	
  Non-Reliance:

  	
  Applicable

  
	
   

  	
   

  
	
  Agreements and Acknowledgments

  	
   

  
	
  Regarding Hedging
  Activities:

  	
  Applicable

  
	
   

  	
   

  
	
  Additional
  Acknowledgments:

  	
  Applicable

  



 



 6
 









 


	
  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 within 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 and data 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. :                       


Counterparty Payment Instructions:


To be provided by Counterparty.


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:

  	
  212-230-8610

  



 


The Office of Counterparty 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 Counterparty:

  
	
   

  	
   

  
	
  To:

  	
  Alliant Techsystems Inc.

  
	
   

  	
  5050 Lincoln Drive MN01-1085

  
	
   

  	
  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

  



 



 7
 









 


	
  

  	
  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.     Representations,
Warranties and Agreements:


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


(i)            On the Trade Date,
(A) none of Counterparty and its officers and directors is aware of any
material nonpublic information regarding Counterparty or the Shares and (B) all
reports and other documents filed by Counterparty with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(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)           (A) On the Trade
Date, the Shares or securities that are convertible into, or exchangeable or
exercisable for Shares, are not, and shall not be, subject to a “restricted
period,” as such term is defined in Regulation M under the Exchange Act (“Regulation M”) and (B) Counterparty shall not engage in any “distribution,”
as such term is defined in Regulation M, other than a distribution meeting the
requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7)
of Regulation M, until the second Exchange Business Day immediately following
the Trade Date.


(iii)          On the Trade Date,
neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as
defined in Rule 10b-18 of the Exchange Act (“Rule 10b-18”))
shall directly or indirectly (including, without limitation, by means of any
cash-settled or other derivative instrument) purchase, offer to purchase, place
any bid or limit order that would effect a purchase of, or commence any tender
offer relating to, any Shares (or an equivalent interest, including a unit of
beneficial interest in a trust or limited partnership or a depository share) or
any security convertible into or exchangeable or exercisable for Shares, except
through BofA.


(iv)          Without limiting the
generality of Section 13.1 of the Equity Definitions, Counterparty 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.


(v)           Without limiting the
generality of Section 3(a)(iii) of the Agreement, the Transaction will not
violate Rule 13e-1 or Rule 13e-4 under the Exchange Act.


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


(vii)         Counterparty 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.


(viii)        Counterparty 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.



 8
 









(ix)           On the Trade Date
(A) the assets of Counterparty at their fair valuation exceed the liabilities
of Counterparty, including contingent liabilities, (B) the capital of
Counterparty is adequate to conduct the business of Counterparty and (C)
Counterparty 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.


(x)            The representations
and warranties of Counterparty set forth in Section 3 of the Agreement and
Section 1 of the Purchase Agreement are true and correct and are hereby deemed
to be repeated to BofA as if set forth herein.


(xi)           Counterparty 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 Counterparty be in possession of material non-public
information regarding Counterparty, Counterparty shall not communicate such
information to BofA.


(xii)          Counterparty
understands that 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 BofA and
Counterparty 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.


(c)           Each of BofA and
Counterparty 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,
Counterparty represents and warrants to BofA 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 and 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, and (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
Counterparty 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.


8.  Other
Provisions:


(a)           Right to Extend.  BofA
may postpone any Potential Exercise Date or any other date of valuation or
delivery by BofA, with respect to some or all of the relevant Options (in which
event the Calculation Agent shall make appropriate adjustments to the Delivery
Obligation), if BofA determines, in its reasonable discretion, that such
extension is reasonably necessary to enable BofA to effect purchases of Shares
in connection with its hedging or settlement activity hereunder in a manner
that would, if BofA were Counterparty or an affiliated purchaser of
Counterparty, be in compliance with applicable legal, regulatory or
self-regulatory requirements, or with related policies and procedures
applicable to BofA.


(b)           Additional Termination Events.  The occurrence of (i) an event of default
with respect to 



 9
 









Counterparty under the
terms of the Convertible Debentures as set forth in Section 6.01 of the
Indenture that results in an acceleration of the Convertible Debentures
pursuant to the terms of the Indenture, (ii) an Amendment Event or (iii) a
Repayment Event shall be an Additional Termination Event with respect to which
the Transaction is the sole Affected Transaction and Counterparty is the sole
Affected Party, and BofA (and, in the case of an Amendment Event or a Repayment
Event, Counterparty) shall be entitled to designate an Early Termination Date
pursuant to Section 6(b) of the Agreement; provided that
in the case of a Repayment Event the Transaction shall be subject to
termination only in respect of the number of Convertible Debentures that cease
to be outstanding in connection with or as a result of such Repayment Event.


“Amendment Event”
means that Counterparty amends, modifies, supplements or waives any term of the
Indenture or the Convertible Debentures governing the principal amount, coupon,
maturity, repurchase obligation of Counterparty, redemption right of
Counterparty, any term relating to conversion of the Convertible Debentures
(including changes to the conversion price, conversion settlement dates or
conversion conditions), or any term that would require consent of the holders
of not less than 100% of the principal amount of the Convertible Debentures to
amend, in each case without the prior consent of BofA, such consent not to be
unreasonably withheld.


“Repayment Event”
means that (A) any Convertible Debentures are repurchased (whether in
connection with or as a result of a change of control, howsoever defined, or
for any other reason) by Counterparty or any of its subsidiaries, (B) any
Convertible Debentures are delivered to Counterparty in exchange for delivery
of any property or assets of Counterparty or any of its subsidiaries (howsoever
described), (C) any principal of any of the Convertible Debentures is repaid
prior to the final maturity date of the Convertible Debentures (whether
following acceleration of the Convertible Debentures or otherwise), or (D) any
Convertible Debentures are exchanged by or for the benefit of the holders
thereof for any other securities of Counterparty or any of its affiliates (or
any other property, or any combination thereof) pursuant to any exchange offer
or similar transaction; provided that,
in the case of clause (B) and clause (D), conversions of the Convertible
Debentures pursuant to the terms of the Indenture as in effect on the date
hereof shall not be Repayment Events.


(c)           Alternative Calculations and Payment on Early Termination and on
Certain Extraordinary Events. 
If, subject to Section 8(n) below, BofA shall owe Counterparty any
amount pursuant to Section 12.2 of the Equity Definitions and “Consequences of
Merger Events” above, or Sections 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
Counterparty is the Defaulting Party or a Termination Event in which Counterparty
is the Affected Party, that resulted from an event or events within
Counterparty’s control) (a “Payment Obligation”),
Counterparty shall have the right, in its sole discretion, to require BofA to
satisfy any such Payment Obligation by the Share Termination Alternative (as
defined below) by giving irrevocable telephonic notice to BofA, 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 BofA shall deliver to
  Counterparty 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 

  



 



 10
 









 


	
  

  	
  Share Termination Unit Price. The Calculation Agent
  shall adjust the Share Termination Delivery Property by replacing any
  fractional 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 BofA 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 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”; and provided 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 Buyer is the issuer of any Share Termination
  Delivery Units (or any part thereof).

  



 


(d)           Disposition of Hedge Shares. 
Counterparty hereby agrees that if, in
the good faith reasonable judgment of BofA, the Shares (the “Hedge Shares”) acquired by BofA for the
purpose of hedging its obligations pursuant to the Transaction cannot be sold
in the U.S. public market by BofA without registration under the Securities
Act, Counterparty shall, at its election: (i) in order to allow BofA to
sell the Hedge Shares in a registered offering, make available to BofA an
effective registration statement under the Securities Act to cover the resale
of such Hedge Shares and (A) enter into an agreement, in form and substance
satisfactory to BofA, substantially in the form of an underwriting agreement
for a registered offering, (B)
provide accountant’s “comfort” letters in customary form for registered
offerings of equity securities, (C) provide disclosure opinions of nationally
recognized outside counsel to Counterparty reasonably acceptable to BofA, (D)
provide other customary opinions, certificates and closing documents customary
in form for registered offerings of equity securities and (E) afford BofA a
reasonable opportunity to conduct a “due diligence” investigation with respect
to Counterparty customary in scope for underwritten offerings of equity
securities; provided, however,
that if BofA, in its sole reasonable discretion, is not satisfied with access
to due diligence materials, the results of its due diligence investigation, or
the procedures and documentation for the registered offering referred to above,
then clause (ii) or clause (iii) of this Section 8(d) shall apply at the
election of Counterparty; (ii) in order to allow BofA to sell the Hedge Shares
in a private placement, enter into a private placement agreement substantially
similar to private placement purchase agreements customary for private
placements of equity securities, in form and substance satisfactory to BofA,
including customary representations, covenants, blue sky and other governmental
filings and/or registrations, indemnities to BofA, due diligence rights (for
BofA or any 



 11
 









designated buyer of the
Hedge Shares from BofA), opinions and certificates and such other documentation
as is customary for private placements agreements, all reasonably acceptable to
BofA (in which case, the Calculation Agent shall make any adjustments to the
terms of the Transaction that are necessary, in its reasonable judgment, to
compensate BofA for any discount from the public market price of the Shares
incurred on the sale of Hedge Shares in a private placement); or (iii) purchase
the Hedge Shares from BofA at the VWAP Price on such Exchange Business Days,
and in the amounts, requested by BofA.  “VWAP Price” means, on any Exchange Business
Day, 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 Exchange Business Day (or if such volume-weighted average price
is unavailable, the market value of one Share on such Exchange Business Day, as
determined by the Calculation Agent using a volume-weighted method).


(e)           Amendment to Equity Definitions and the Agreement.  The following amendment shall be made to the
Equity Definitions and to the Agreement: 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 BofA’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.”


(f)            Repurchase Notices.  Counterparty shall, on any day on which
Counterparty effects any repurchase of Shares, promptly give BofA a written
notice of such repurchase (a “Repurchase Notice”)
on such day if, following such repurchase, the Notice Percentage as determined
on such day is (i) greater than 6% and (ii) greater by 0.5% than the Notice
Percentage included in the immediately preceding Repurchase Notice (or, in the
case of the first such Repurchase Notice, greater than the Notice Percentage as
of the date hereof).  The “Notice Percentage” as of any day is the fraction, expressed
as a percentage, the numerator of which is the Number of Shares and the
denominator of which is the number of Shares outstanding on such day.  In the event that Counterparty fails to
provide BofA with a Repurchase Notice on the day and in the manner specified in
this Section 8(f) then Counterparty agrees to indemnify and hold harmless BofA,
its affiliates and their respective directors, officers, employees, agents and
controlling persons (BofA and each such person being an “Indemnified
Party”) from and against any and all losses, claims, damages and
liabilities (or actions in respect thereof), joint or several, to which such
Indemnified Party may become subject under applicable securities laws,
including without limitation, Section 16 of the Exchange Act, relating to or
arising out of such failure.  If for any
reason the foregoing indemnification is unavailable to any Indemnified Party or
insufficient to hold harmless any Indemnified Party, then Counterparty shall
contribute, to the maximum extent permitted by law, to the amount paid or
payable by the Indemnified Party as a result of such loss, claim, damage or
liability.  In addition, Counterparty
will reimburse any Indemnified Party for all expenses (including reasonable
counsel fees and expenses) as they are incurred (after notice to Counterparty)
in connection with the investigation of, preparation for or defense or
settlement of any pending or threatened claim or any action, suit or proceeding
arising therefrom, whether or not such Indemnified Party is a party thereto and
whether or not such claim, action, suit or proceeding is initiated or brought
by or on behalf of Counterparty.  This
indemnity shall survive the completion of the Transaction contemplated by this
Confirmation and any assignment and delegation of the Transaction made pursuant
to this Confirmation or the Agreement shall inure to the benefit of any
permitted assignee of BofA.


(g)           Transfer and Assignment.  BofA may transfer or assign its rights and
obligations hereunder and under the Agreement, in whole or in part, to any of
its affiliates without the consent of Counterparty; provided that
the senior unsecured debt rating of such transferee (or any guarantor of its
obligations) is equal to or greater than A+/A1, as specified by S&P and
Moody’s, at the time of such assignment or transfer.  If at any time at which the Equity Percentage
exceeds 9.5%, BofA, in its discretion, is unable to effect a transfer or
assignment to a third party after its commercially reasonable efforts on
pricing terms reasonably acceptable to BofA such that the Equity Percentage is
reduced to 9.5% or less, BofA may designate any Scheduled Trading Day as an
Early Termination Date with respect to a portion (the “Terminated
Portion”) of the Transaction, such that the Equity Percentage
following such partial termination will be equal to or less than 9.5%.  In the event that BofA so designates an Early
Termination Date with respect to a portion of the Transaction, a payment or
delivery shall be made pursuant to Section 6 of the Agreement and Section 8(c)
of this Confirmation as if (i) an Early Termination Date had been



 12
 









designated
in respect of a Transaction having terms identical to the Terminated Portion of
the Transaction, (ii) Counterparty shall be the sole Affected Party with
respect to such partial termination and (iii) such portion of the Transaction
shall be the only Terminated Transaction. 
The “Equity Percentage” as of any day
is the fraction, expressed as a percentage, (A) the numerator of which is the
Number of Shares plus the Number of Shares as defined in the confirmation
relating to a convertible bond hedge transaction (internal reference: 23952)
dated as of the date hereof between BofA and Counterparty and (B) the
denominator of which is the number of Shares outstanding on such day.  Counterparty may transfer or assign its
rights and obligations hereunder and under the Agreement, in whole or in part,
to any party with the consent of BofA, such consent not to be unreasonably
withheld.


(h)           Staggered Settlement. If the Staggered
Settlement Equity Percentage as of any Exchange Business Day during the
relevant “Conversion Reference Period”, as defined in the Indenture, is greater
than 4.5%, BofA may, by notice to Counterparty
prior to any Settlement Date (a “Nominal
Settlement Date”), elect to deliver the Shares on two or more dates
(each, a “Staggered Settlement Date”)
or at two or more times on the Nominal Settlement Date as follows:


(i)            in such notice, BofA will specify to Counterparty the
related Staggered Settlement Dates (each of which will be on or prior to such
Nominal Settlement Date, but not prior to the beginning of such “Conversion
Reference Period”) or delivery times and how it will allocate the Shares it is
required to deliver under “Delivery Obligation” (above) among the Staggered
Settlement Dates or delivery times; and


(ii)           the aggregate number of Shares that BofA will deliver
to Counterparty hereunder on all such Staggered Settlement Dates and delivery
times will equal the number of Shares that BofA would otherwise be required to
deliver on such Nominal Settlement Date.


The “Staggered
Settlement Equity Percentage” as of any day is the fraction,
expressed as a percentage, (A) the numerator of which is the sum of the number
of Shares that BofA or any of its affiliates beneficially own (within the
meaning of Section 13 of the Exchange Act) on such day, other than any Shares
so owned as a hedge of the Transaction, and the Number of Shares and (B) the
denominator of which is the number of Shares outstanding on such day.


(i)            Disclosure.  Effective
from the date of commencement of discussions concerning the Transaction,
Counterparty 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 Counterparty
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 Counterparty, 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 Counterparty 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.


(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 Counterparty hereunder are not secured by any
collateral.


(l)            Equity Rights.  BofA
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 Counterparty’s bankruptcy.  For the avoidance of doubt, the parties agree
that the preceding



 13
 









sentence shall not apply
at any time other than during Counterparty’s bankruptcy to any claim arising as
a result of a breach by Counterparty of any of its obligations under this
Confirmation or the Agreement.


(m)          Early Unwind.  In the
event the sale by Counterparty of the Convertible Debentures is not consummated
with the initial purchasers pursuant to the Purchase Agreement for any reason
by the close of business in New York on September 12, 2006 (or such later date
as agreed upon by the parties, which in no event shall be later than September
14, 2006) (September 12, 2006 or such later date being the “Early Unwind Date”), the Transaction shall automatically
terminate (the “Early Unwind”), on the Early
Unwind Date and (i) the Transaction and all of the respective rights and
obligations of BofA and Counterparty thereunder shall be cancelled and
terminated and (ii) Counterparty shall pay to BofA, other than in cases
involving a breach of the Purchase Agreement by the initial purchasers, an
amount in cash equal to the aggregate amount of reasonable costs and expenses
relating to the unwinding of BofA’s hedging activities in respect of the
Transaction (including market losses incurred in reselling any Shares purchased
by BofA or its affiliates in connection with such hedging activities).  Following such termination, cancellation and
payment, each party shall be released and discharged by the other party from
and agrees not to make any claim against the other party with respect to any
obligations or liabilities of either party arising out of and to be performed
in connection with the Transaction either prior to or after the Early Unwind
Date.  BofA and Counterparty represent
and acknowledge to the other that upon an Early Unwind and following the
payment referred to above, all obligations with respect to the Transaction
shall be deemed fully and finally discharged.


(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 (for the purpose of
this provision, solely relating to the Merger Event contemplated by Section
12.1(b)(iii) of the Equity Definitions) or Tender Offer Date with respect to a
Tender Offer (and which Merger Event or Tender Offer shall not have resulted
from any action taken by, or within the control of, Issuer), (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 BofA to the Issuer on the following
basis:


(1) such Relevant Date shall be the sole Exercise Date
hereunder and Automatic Exercise shall be applicable to the Number of Options;


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


(3) BofA shall deliver to the Issuer 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
below) and (B) the product of (x) the additional Shares per Option (the “Additional Shares”) determined by reference to the table
attached as Annex A hereto based on the date on which such Relevant Date occurs
and the VWAP Price on such date, (y) the Number of Options, and (z) the Option
Entitlement.


(5) “Number of Shares to be
Delivered” shall mean, solely for purposes of this Section 8(n), in
respect of any Exercise Date deemed to occur pursuant to paragraph (1) of this
Section 8(n), subject to the last sentence of Section 9.5 of the Equity
Definitions, the product of (i) the Number of Options, (ii) the Option
Entitlement and (iii) (A) the excess of the VWAP Price (as defined below) on
the Valuation Date occurring on such Exercise Date over the Strike Price divided by (B) such VWAP Price.  “VWAP Price”
shall mean, 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 



 14
 









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.


(6) 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.


(7) 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 A 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 A hereto) shall be consistent with (i) the
adjustments made pursuant to the provisions of this Section 8(n) if such
adjustments were the result of an event which was outside of Issuer’s control,
and (ii) the adjustments made 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 A hereto and, if applicable, to the VWAP Prices contained in such
Annex A.


(p)           Waiver of Trial by Jury. 
EACH OF COUNTERPARTY 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














Counterparty
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 Counterparty 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

  



 
















Annex
A




	
  

  	
   

  	
  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

  	
   

  	
  0.000050

  	
   

  	
  0.001618

  	
   

  	
  0.010662

  	
   

  	
  0.033843

  	
   

  	
  0.072374

  	
   

  	
  0.122366

  	
   

  	
  0.178279

  	
   

  	
  0.235345

  	
   

  
	
  5/29/2007

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000015

  	
   

  	
  0.000778

  	
   

  	
  0.006552

  	
   

  	
  0.024134

  	
   

  	
  0.056787

  	
   

  	
  0.102340

  	
   

  	
  0.155773

  	
   

  	
  0.212035

  	
   

  
	
  11/25/2007

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000004

  	
   

  	
  0.000322

  	
   

  	
  0.003674

  	
   

  	
  0.016248

  	
   

  	
  0.042966

  	
   

  	
  0.083651

  	
   

  	
  0.134174

  	
   

  	
  0.189361

  	
   

  
	
  5/23/2008

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000001

  	
   

  	
  0.000107

  	
   

  	
  0.001807

  	
   

  	
  0.010083

  	
   

  	
  0.030894

  	
   

  	
  0.066242

  	
   

  	
  0.113338

  	
   

  	
  0.167135

  	
   

  
	
  11/19/2008

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000026

  	
   

  	
  0.000726

  	
   

  	
  0.005517

  	
   

  	
  0.020535

  	
   

  	
  0.049952

  	
   

  	
  0.092899

  	
   

  	
  0.144844

  	
   

  
	
  5/18/2009

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000004

  	
   

  	
  0.000211

  	
   

  	
  0.002476

  	
   

  	
  0.012086

  	
   

  	
  0.034986

  	
   

  	
  0.072859

  	
   

  	
  0.122332

  	
   

  
	
  11/14/2009

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000035

  	
   

  	
  0.000787

  	
   

  	
  0.005778

  	
   

  	
  0.021662

  	
   

  	
  0.053219

  	
   

  	
  0.099293

  	
   

  
	
  5/13/2010

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000002

  	
   

  	
  0.000125

  	
   

  	
  0.001832

  	
   

  	
  0.010596

  	
   

  	
  0.034130

  	
   

  	
  0.075267

  	
   

  
	
  11/9/2010

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000003

  	
   

  	
  0.000207

  	
   

  	
  0.002942

  	
   

  	
  0.016349

  	
   

  	
  0.049691

  	
   

  
	
  5/8/2011

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000071

  	
   

  	
  0.002513

  	
   

  	
  0.020905

  	
   

  
	
  9/19/2011

  	
   

  	
  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

  	
   

  	
  $110.00

  	
   

  	
  $120.00

  	
   

  	
  $130.00

  	
   

  	
  $140.00

  	
   

  	
  $150.00

  	
   

  	
  $250.00

  	
   

  	
  $350.00

  or more

  	
   

  	 

	
  11/30/2006

  	
   

  	
  0.255462

  	
   

  	
  0.218926

  	
   

  	
  0.192459

  	
   

  	
  0.172581

  	
   

  	
  0.157121

  	
   

  	
  0.144705

  	
   

  	
  0.084539

  	
   

  	
  0.060350

  	
   

  	 

	
  5/29/2007

  	
   

  	
  0.232477

  	
   

  	
  0.196904

  	
   

  	
  0.171687

  	
   

  	
  0.153132

  	
   

  	
  0.138952

  	
   

  	
  0.127721

  	
   

  	
  0.074471

  	
   

  	
  0.053168

  	
   

  	 

	
  11/25/2007

  	
   

  	
  0.210022

  	
   

  	
  0.175405

  	
   

  	
  0.151474

  	
   

  	
  0.134284

  	
   

  	
  0.121416

  	
   

  	
  0.111387

  	
   

  	
  0.064877

  	
   

  	
  0.046325

  	
   

  	 

	
  5/23/2008

  	
   

  	
  0.187912

  	
   

  	
  0.154281

  	
   

  	
  0.131714

  	
   

  	
  0.115968

  	
   

  	
  0.104469

  	
   

  	
  0.095672

  	
   

  	
  0.055736

  	
   

  	
  0.039803

  	
   

  	 

	
  11/19/2008

  	
   

  	
  0.165592

  	
   

  	
  0.133002

  	
   

  	
  0.111933

  	
   

  	
  0.097762

  	
   

  	
  0.087729

  	
   

  	
  0.080226

  	
   

  	
  0.046814

  	
   

  	
  0.033435

  	
   

  	 

	
  5/18/2009

  	
   

  	
  0.142877

  	
   

  	
  0.111447

  	
   

  	
  0.092089

  	
   

  	
  0.079684

  	
   

  	
  0.071249

  	
   

  	
  0.065110

  	
   

  	
  0.038131

  	
   

  	
  0.027235

  	
   

  	 

	
  11/14/2009

  	
   

  	
  0.119398

  	
   

  	
  0.089348

  	
   

  	
  0.072050

  	
   

  	
  0.061700

  	
   

  	
  0.055034

  	
   

  	
  0.050334

  	
   

  	
  0.029651

  	
   

  	
  0.021179

  	
   

  	 

	
  5/13/2010

  	
   

  	
  0.094549

  	
   

  	
  0.066318

  	
   

  	
  0.051688

  	
   

  	
  0.043819

  	
   

  	
  0.039127

  	
   

  	
  0.035921

  	
   

  	
  0.021327

  	
   

  	
  0.015233

  	
   

  	 

	
  11/9/2010

  	
   

  	
  0.067503

  	
   

  	
  0.042165

  	
   

  	
  0.031380

  	
   

  	
  0.026595

  	
   

  	
  0.024009

  	
   

  	
  0.022228

  	
   

  	
  0.013299

  	
   

  	
  0.009500

  	
   

  	 

	
  5/8/2011

  	
   

  	
  0.035319

  	
   

  	
  0.016493

  	
   

  	
  0.012031

  	
   

  	
  0.010704

  	
   

  	
  0.009902

  	
   

  	
  0.009240

  	
   

  	
  0.005544

  	
   

  	
  0.003960

  	
   

  	 

	
  9/19/2011

  	
   

  	
  0.000078

  	
   

  	
  0.000071

  	
   

  	
  0.000065

  	
   

  	
  0.000060

  	
   

  	
  0.000055

  	
   

  	
  0.000052

  	
   

  	
  0.000031

  	
   

  	
  0.000022

  	
   

  	 

																				



 



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