10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended July 5, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from                   to                   

Commission file number 1-10582

Alliant Techsystems Inc.

(Exact name of registrant as specified in its charter)

Delaware	41-1672694
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7480 Flying Cloud Drive Minneapolis, Minnesota	55344-3720
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (952) 351-3000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes o   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  x Accelerated Filer  o Non-Accelerated Filer  o Smaller Reporting Company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x

As of August 2, 2009, 32,923,256 shares of the registrant’s common stock, par value $.01 per share, were outstanding.

TABLE OF CONTENTS

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PART I — FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

ALLIANT TECHSYSTEMS INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(Unaudited)

	QUARTERS ENDED
(In thousands except per share data)	July 5, 2009			June 29, 2008 (1)
Sales	$	1,209,134		$	1,124,865
Cost of sales	949,289			905,593
Gross profit	259,845			219,272
Operating expenses:
Research and development	15,378			21,721
Selling	45,094			38,687
General and administrative	68,001			50,532
Income before interest, income taxes, and noncontrolling interest	131,372			108,332
Interest expense	(20,935		)	(22,550		)
Interest income	86			367
Income before income taxes and noncontrolling interest	110,523			86,149
Income tax provision	41,040			31,667
Net income	69,483			54,482
Less net income attributable to noncontrolling interest	52			90
Net income attributable to Alliant Techsystems Inc.	$	69,431		$	54,392
Alliant Techsystems Inc.’s earnings per common share:
Basic	$	2.12		$	1.66
Diluted	2.09			1.55
Alliant Techsystems Inc.’s weighted-average number of common shares outstanding:
Basic	32,728			32,826
Diluted	33,297			35,184

(1)Restated due to the adoption of FSP ABP 14-1and SFAS No. 160

See Notes to the Condensed Consolidated Financial Statements.

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ALLIANT TECHSYSTEMS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands except share data)	July 5, 2009			March 31, 2009 (1)
ASSETS
Current assets:
Cash and cash equivalents	$	154,923		$	336,700
Net receivables	916,456			899,543
Net inventories	215,240			238,600
Income tax receivable	—			34,835
Deferred income tax assets	29,019			29,223
Other current assets	51,958			39,843
Total current assets	1,367,596			1,578,744
Net property, plant, and equipment	540,265			540,041
Goodwill	1,195,986			1,195,986
Deferred income tax assets	63,959			69,582
Deferred charges and other non-current assets	234,965			192,992
Total assets	$	3,402,771		$	3,577,345
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	292,152		$	289,859
Accounts payable	175,644			294,971
Contract advances and allowances	91,718			86,080
Accrued compensation	111,714			168,059
Accrued income taxes	26,971			—
Other accrued liabilities	192,313			166,341
Total current liabilities	890,512			1,005,310
Long-term debt	1,098,242			1,097,744
Postretirement and postemployment benefits liabilities	120,763			121,689
Accrued pension liability	411,803			552,671
Other long-term liabilities	120,451			125,362
Total liabilities	2,641,771			2,902,776
Contingencies (Note 14)
Common stock - $.01 par value
Authorized — 90,000,000 shares
Issued and outstanding — 32,916,548 shares at July 5, 2009 and 32,783,496 at March 31, 2009	329			328
Additional paid-in-capital	573,638			574,674
Retained earnings	1,489,893			1,420,462
Accumulated other comprehensive loss	(643,602		)	(651,652		)
Common stock in treasury, at cost — 8,368,901 shares held at July 5, 2009 and 8,771,565 shares held at March 31, 2009	(667,908		)	(677,841		)
Total Alliant Techsystems Inc. stockholders’ equity	752,350			665,971
Noncontrolling interest	8,650			8,598
Total equity	761,000			674,569
Total liabilities and equity	$	3,402,771		$	3,577,345

(1)Restated due to the adoption of FSP ABP 14-1and SFAS No. 160

See Notes to the Condensed Consolidated Financial Statements.

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ALLIANT TECHSYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	THREE MONTHS ENDED
(In thousands)	July 5, 2009			June 29, 2008 (1)
Operating activities
Net income	$	69,483		$	54,482
Adjustments to net income to arrive at cash used for operating activities:
Depreciation	22,597			18,781
Amortization of intangible assets	1,240			1,405
Amortization of debt discount	6,228			5,841
Amortization of deferred financing costs	710			728
Deferred income taxes	633			59
Loss on disposal of property	(926		)	58
Share-based plans expense	4,682			4,898
Excess tax benefits from share-based plans	(745		)	(2,392		)
Changes in assets and liabilities:
Net receivables	(16,913		)	(147,604		)
Net inventories	23,360			18,055
Accounts payable	(107,595		)	(12,482		)
Contract advances and allowances	5,638			(8,283		)
Accrued compensation	(61,555		)	(54,614		)
Accrued income taxes	68,619			11,520
Pension and other postretirement benefits	(137,088		)	7,565
Other assets and liabilities	(28,704		)	24,470
Cash used for operating activities	(150,336		)	(77,513		)
Investing activities
Capital expenditures	(32,169		)	(31,579		)
Acquisition of business	—			(7,511		)
Proceeds from the disposition of property, plant, and equipment	1,257			106
Cash used for investing activities	(30,912		)	(38,984		)
Financing activities
Change in cash overdrafts	—			10,598
Payments made on bank debt	(3,438		)	—
Payments made for debt issue costs	—			(5		)
Proceeds from employee stock compensation plans	2,164			3,887
Excess tax benefits from share-based plans	745			2,392
Cash (used for) provided by financing activities	(529		)	16,872
Decrease in cash and cash equivalents	(181,777		)	(99,625		)
Cash and cash equivalents - beginning of period	336,700			119,773
Cash and cash equivalents - end of period	$	154,923		$	20,148
Supplemental Cash Flow Disclosure:
Noncash investing activity:
Capital expenditures included in accounts payable	$	8,806		$	3,323

(1)Restated due to the adoption of FSP ABP 14-1and SFAS No. 160

See Notes to the Condensed Consolidated Financial Statements.

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ALLIANT TECHSYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(Amounts in thousands except share	Common Stock $.01 Par Value				Additional Paid-In			Retained		Accumulated Other Comprehensive			Treasury			Noncontrolling		Total
data)	Shares		Amount		Capital			Earnings		Loss			Stock			Interest		Equity
For the quarter ended July 5, 2009:
Balance at March 31, 2009	32,783,496		$	328	$	574,674		$	1,420,462	$	(651,652	)	$	(677,841	)	$	8,598	$	674,569
Comprehensive income:
Net income			—		—			69,431		—			—			52		69,483
Other comprehensive income (see Note 7):
Adjustments, net			—		—			—		8,050			—			—		8,050
Comprehensive income																		77,533
Exercise of stock options	47,962		—		(1,543		)	—		—			3,707			—		2,164
Restricted stock grants	14,950		—		(1,204		)	—		—			1,204			—		—
Share-based compensation	—		—		4,682			—		—			—			—		4,682
Performance shares issued net of treasury stock withheld	71,540		—		(8,439		)	—		—			5,214			—		(3,225		)
Tax benefit related to share based plans and other	—		—		5,429			—		—			—			—		5,429
Employee benefit plans and other	(1,400	)	1		39			—		—			(192		)	—		(152		)
Balance at July 5, 2009	32,916,548		$	329	$	573,638		$	1,489,893	$	(643,602	)	$	(667,908	)	$	8,650	$	761,000
For the quarter ended June 29, 2008:
Balance at March 31, 2008	32,795,800		$	328	$	573,321		$	1,279,696	$	(376,636	)	$	(666,365	)	$	8,411	$	818,755
Comprehensive income:
Net income			—		—			54,392		—			—			90		54,482
Other comprehensive income (see Note 7):
Adjustments, net			—		—			—		2,740			—			—		2,740
Comprehensive income																		57,222
Exercise of stock options	62,753		—		(892		)	—		—			4,779			—		3,887
Restricted stock grants	1,300		—		(99		)	—		—			99			—		—
Share-based compensation	—		—		4,898			—		—			—			—		4,898
Performance shares issued net of treasury stock withheld	94,934		—		(11,473		)	—		—			5,685			—		(5,788		)
Tax benefit related to share based plans and other	—		—		2,691			—		—			—			—		2,691
Employee benefit plans and other	(7,724	)	1		—			—		—			(783		)	—		(782		)
Balance at June 29, 2008	32,947,063		$	329	$	568,446		$	1,334,088	$	(373,896	)	$	(656,585	)	$	8,501	$	880,883

See Notes to the Condensed Consolidated Financial Statements.

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Alliant Techsystems Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Quarter Ended July 5, 2009

(Dollar amounts in thousands except share and per share data and unless otherwise indicated)

1.     Basis of Presentation and Responsibility for Interim Financial Statements

The unaudited condensed consolidated financial statements of Alliant Techsystems Inc. (the Company or ATK) as set forth in this quarterly report have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States can be condensed or omitted. ATK’s accounting policies are described in the notes to the consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended March 31, 2009 (fiscal 2009).  Management is responsible for the unaudited condensed consolidated financial statements included in this document. The condensed consolidated financial statements included in this document are unaudited but, in the opinion of management, include all adjustments necessary for a fair presentation of ATK’s financial position as of July 5, 2009, and its results of operations and cash flows for the quarters ended July 5, 2009 and June 29, 2008.

Sales, expenses, cash flows, assets, and liabilities can and do vary during the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year.

Certain amounts presented for prior periods have been restated to conform to the current year presentation. As discussed further in Note 2, effective April 1, 2009, ATK adopted Financial Accounting Standards Board (FASB) Staff Position (FSP) APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement) (“FSP APB 14-1”) and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (“SFAS No. 160”), as required.  These accounting pronouncements, which relate to convertible debt instruments and noncontrolling interests in subsidiaries, respectively, both require retrospective application.  See Note 2 for the impact to the Company’s financial position and results of operations.

This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes included in its 2009 Annual Report on Form 10-K.

2.     New Accounting Pronouncements

Adoption of New Accounting Pronouncements.   In May 2008, the FASB issued FSP APB 14-1 which specifies that issuers of convertible debt instruments that may be settled in cash upon conversion should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. The provisions of this FSP apply to ATK’s $199,453 aggregate principal amount of 3.00% Convertible Notes due 2024, the $279,929 aggregate principal amount of 2.75% Convertible Notes due 2024, and the $300,000 aggregate principal amount of 2.75% Convertible Notes due 2011, discussed in Note 10. ATK retrospectively adopted FSP APB 14-1 in the first quarter of fiscal 2010, as required.  Therefore, previously reported balances (prior to April 1, 2009), have been restated to effectively record a debt discount equal to the fair value of the equity component, a deferred tax liability for the tax effect of the recorded debt discount, and an increase to paid-in capital for the after-tax fair value of the equity component as of the date of issuance of the underlying notes.  Previously reported balances have also been adjusted to provide for the amortization of the debt discount through interest expense and the associated decrease in the deferred tax liability recorded through income tax expense.

The unamortized debt discount associated with FSP APB 14-1 related to the convertible notes was as follows:

	July 5, 2009		March 31, 2009
$199,453 aggregate principal amount of 3.00% Convertible Notes	$	34,086	$	35,452
$279,929 aggregate principal amount of 2.75% Convertible Notes	1,528		3,820
$300,000 aggregate principal amount of 2.75% Convertible Notes	24,937		27,507

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The unamortized discount will be amortized through interest expense into earnings over the remaining expected term of the convertible notes.  The following table is a summary of the effect of applying these provisions in ATK’s prior and current period consolidated statements of income:

	Fiscal year ended March 31,															Quarter ended
	2009			2008			2007			2006			2005			July 5, 2009			June 29, 2008
Increase in interest expense	$	(23,921	)	$	(22,326	)	$	(16,719	)	$	(11,610	)	$	(9,277	)	$	(6,228	)	$	(5,841	)
Tax benefit	9,568			8,980			6,688			4,664			3,711			2,460			2,366
Decrease in net income	(14,353		)	(13,346		)	(10,031		)	(6,946		)	(5,566		)	(3,768		)	(3,475		)
Decrease in diluted earnings per share	$	(0.42	)	$	(0.38	)	$	(0.29	)	$	(0.19	)	$	(0.15	)	$	(0.11	)	$	(0.10	)

The adoption of FSP APB 14-1 had the following effect on ATK’s consolidated balance sheet as of March 31, 2009:

	Increase (Decrease)
Current deferred income tax assets	$	(1,528	)
Long-term deferred income tax assets	(14,290		)
Current portion of long-term debt	(3,820		)
Long-term debt	(62,959		)
Additional paid-in-capital	101,541
Retained earnings	(50,581		)

As of April 1, 2008, the cumulative effect of the change in accounting principle on retained earnings and additional paid-in-capital was approximately $(36,000) and $105,000, respectively.  The adoption of FSP APB 14-1 had no impact on ATK’s cash provided by (used for) operating, investing, or financing activities on the condensed consolidated statements of cash flows for the periods presented.

In December 2007, the FASB issued SFAS No. 160 which amends Accounting Research Bulletin 51 to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. ATK adopted SFAS No. 160 on April 1, 2009 and retrospectively reclassified the “Minority interest in joint venture” balance previously included in the “Other long-term liabilities” line of the consolidated balance sheet to a new component of equity with respect to ATK’s noncontrolling interest in a joint venture.  The adoption also impacted certain captions previously used on the consolidated income statement.  The adoption did not have a material impact on ATK’s consolidated financial position or results of operations.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS No. 165”), which provides guidance on management’s assessment of subsequent events.  SFAS No. 165 clarifies that management must evaluate, as of each reporting period, events or transactions that occur after the balance sheet date through the date that the financial statements are issued or are available to be issued.  In addition to current disclosure requirements, SFAS No. 165 also requires disclosure of the date through which subsequent events have been evaluated.  For the three months ended July 5, 2009, ATK evaluated subsequent events through the time of filing this Form 10-Q with the SEC on August 13, 2009.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  In January 2008, the FASB deferred the effective date of SFAS No. 157 for certain nonfinancial assets and liabilities to the fiscal year beginning after November 15, 2008 (ATK’s fiscal 2010). On April 1, 2009 ATK adopted the previously deferred provisions of SFAS No. 157 for nonfinancial assets and liabilities recorded at fair value, as required.  The adoption did not have a material impact on its financial statements. See Note 3 for additional disclosures.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS No. 141(R)”). This statement replaces SFAS No. 141, Business Combinations (“SFAS No. 141”). This statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting (which SFAS No. 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and

8

financial effects of the business combination. The prospective adoption of SFAS No. 141(R) on April 1, 2009 did not have an impact on ATK’s consolidated financial statements as there were no acquisitions during the quarter ended July 5, 2009.  The adoption is, however, expected to have a significant effect on how future acquisition transactions are reflected in the financial statements.  The acquisition of Eagle Industries on March 31, 2009, as discussed further in Note 4, was accounted for under SFAS No. 141, as it was acquired prior to the adoption of SFAS No. 141(R).

In June 2008, the FASB ratified the consensus reached on EITF Issue No. 07-5, Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity’s Own Stock (EITF No. 07-5).  This EITF provides guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock.  The adoption of EITF No. 07-5 on April 1, 2009 did not change the conclusion that the net cost of ATK’s warrants and options are classified within equity (as discussed in Note 10) in accordance with SFAS 133 and EITF 00-19, therefore, the adoption did not have a material impact on the financial statements.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, Employer’s Disclosures about Postretirement Benefit Plan Assets (FSP 132(R)-1).  FSP 132(R)-1 amends the plan asset disclosures required under FASB Statement No. 132(R) to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan.  Guidance provided by this FSP relates to disclosures about investment policies and strategies, categories of plan assets, fair value measurements of plan assets, and significant concentrations of risk.  ATK’s adoption of FSP 132(R)-1 in fiscal 2010 will require additional disclosure regarding plan assets of ATK’s defined benefit pension and other postretirement plans in ATK’s Form 10-K filed for the year ending March 31, 2010.

Accounting Pronouncements Not Yet Adopted

In June 2009, the FASB issued SFAS No. 168, The “FASB Accounting Standards Codification” and the Hierarchy of Generally Accepted Accounting Principles. This standard replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, and establishes only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB Accounting Standards Codification (the “Codification”) will become the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the Securities and Exchange Commission (“SEC”), which are sources of authoritative GAAP for SEC registrants. All other nongrandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. This standard is effective for financial statements for interim or annual reporting periods ending after September 15, 2009.  ATK will begin to use the new guidelines and numbering system prescribed by the Codification when referring to GAAP in the second quarter of fiscal 2010.  As the Codification was not intended to change or alter existing GAAP, it is expected that it will have no impact on ATK’s consolidated financial statements.

3.     Fair Value of Financial Instruments

ATK adopted the applicable provisions of SFAS No. 157 related to financial instruments on April 1, 2008.  As discussed in Note 2, the FASB had deferred the implementation of SFAS No. 157 by one year for non-financial assets and liabilities, which the Company adopted on April 1, 2009. SFAS No. 157 clarifies the definition of fair value, prescribes a framework for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value, and expands disclosures about the use of fair value measurements.  SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The valuation techniques required by SFAS No. 157 are based upon observable and unobservable inputs.  Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions.  These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical instruments in active markets.

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable.

The following section describes the valuation methodologies used by ATK to measure its financial instruments at fair value.

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Cash equivalents — The estimated fair value of cash equivalents approximates their carrying value due to the short-term maturities of these investments.  Accordingly, cash equivalents are classified as Level 1.

Investments in marketable securities — ATK’s investments in marketable securities represent investments held in a common collective trust (“CCT”) that primarily invests in fixed income securities.  Investments in a collective investment vehicle are valued by multiplying the investee company’s net asset value per share with the number of units or shares owned at the valuation date as determined by the investee company.  Net asset value per share is determined by the investee company’s custodian or fund administrator by deducting from the value of the assets of the investee company all its liabilities and the resulting number is divided by the outstanding number of shares or units.  Investments held by the CCT, including collateral invested for securities on loan, are valued on the basis of valuations furnished by a pricing service approved by the CCT’s investment manager, which determines valuations using methods based on market transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders, or at fair value as determined in good faith by the CCT’s investment manager.

Derivative financial instruments and hedging activities — In order to manage its exposure to commodity pricing risk, ATK periodically utilizes commodity derivatives, which are considered Level 2 instruments.  Commodity derivatives are valued using an income approach based on the present value of the commodity index price less the contract rate multiplied by the notional amount.

Long-Term Debt — The fair value of the variable-rate long-term debt is calculated based on current market rates for debt of the same risk and maturities.  The fair value of the fixed-rate debt is based on market quotes for each issuance.

The following tables set forth by level within the fair value hierarchy ATK’s financial assets and liabilities that are measured at fair value on a recurring basis:

	As of July 5, 2009
	Fair Value Measurements Using Inputs Considered as
	Level 1		Level 2		Level 3
Assets
Cash equivalents (1)	$	155,323	$	—	$	—
Marketable securities (2)	—		11,839		—
Derivatives	—		7,162		—
Liabilities
Derivatives	$	—	$	—	$	—

	As of March 31, 2009
	Fair Value Measurements Using Inputs Considered as
	Level 1		Level 2		Level 3
Assets
Cash equivalents (1)	$	372,528	$	—	$	—
Marketable securities (2)	—		10,420		—
Liabilities
Derivatives	$	—	$	—	$	—

(1)Balance is greater than cash and cash equivalents as presented on the consolidated balance sheet primarily due to checks outstanding to vendors.

(2)Represents securities held under a nonqualified supplemental executive retirement plan for certain executives and highly compensated employees.  The fair value of these securities is included within deferred charges and other non-current assets on the consolidated balance sheet.

The following table presents ATK’s assets and liabilities that are not measured at fair value on a recurring basis.  The carrying values and estimated fair values were as follows:

	As of July 5, 2009				As of March 31, 2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Fixed rate debt	$	1,118,831	$	1,194,401	$	1,112,603	$	1,154,304
Variable rate debt	271,563		251,195		275,000		254,375

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4.     Acquisitions, Goodwill, and Other Intangible Assets

There were no material acquisitions during the quarter ended July 5, 2009.

On March 31, 2009, ATK acquired Eagle Industries (Eagle), a leading manufacturer of high-quality, individual operational nylon gear and equipment for military, homeland security, and law enforcement agencies for $63,000 net of cash acquired, subject to purchase price adjustments expected to be settled in fiscal 2010.  Eagle manufactures more than 5,000 products which include tactical assault vests, load-bearing equipment, weapon transporting gear, holsters, personal gear carriers, and other high quality accessories.   ATK believes that the acquisition provides an opportunity to expand its position in the domestic and international tactical accessories markets serving military and law enforcement customers.  Headquartered in Fenton, Missouri, Eagle employs approximately 1,650 employees and is included in ATK Armament Systems.  The purchase price allocation has not yet been completed pending final valuation of certain acquired assets and liabilities.  At July 5, 2009 and March 31, 2009, substantially all of the purchase price was recorded as goodwill.  The final purchase price allocation could be significantly different than the estimate currently recorded.  A portion of the goodwill generated in this acquisition will be deductible for tax purposes.

ATK used the purchase method of accounting to account for this acquisition and, accordingly, the results of Eagle are included in ATK’s consolidated financial statements at the date of acquisition.  The purchase price for the acquisition will be allocated to the acquired assets and liabilities based on estimated fair value.  Pro forma information on the results of operations for fiscal 2009 as if the acquisition had occurred at the beginning of fiscal 2009 is not being presented because the acquisition is not material to ATK for that purpose.

The changes in the carrying amount of goodwill by operating segment during the quarter ended July 5, 2009 and year ended March 31, 2009 were as follows:

	ATK Armament Systems		ATK MissionSystems		ATK SpaceSystems			Total
Balance at April 1, 2008	$	171,337	$	354,976	$	709,883		$	1,236,196
Goodwill Impairment	—		—		(108,500		)	(108,500		)
Acquisitions	60,790		—		—			60,790
Adjustment	—		7,500		—			7,500
Balance at March 31, 2009	$	232,127	$	362,476	$	601,383		$	1,195,986
Adjustments	—		—		—			—
Balance at July 5, 2009	$	232,127	$	362,476	$	601,383		$	1,195,986

During the Company’s fiscal 2009 annual test of goodwill impairment, ATK determined that goodwill related toSpacecraft Systems was impaired by $108,500 and the non-cash goodwill impairment charge was recognized in the fourth quarter of fiscal 2009.  The goodwill impairment charge was attributed to changes in future estimated cash flows and the substantial reduction in current market multiples.

The fiscal 2009 acquisitions in ATK Armament Systems primarily related to Eagle as previously discussed.

The fiscal 2009 adjustment within ATK Mission Systems relates to the fiscal 2003 acquisition of assets of Science and Applied Technology, Inc.  The sellers of this acquired business were given the ability to earn up to an additional $7,500 of cash consideration if certain pre-specified milestones were attained with respect to one of the contracts acquired.  The pre-specified milestones were met in September 2008 and the additional contingent consideration earned pursuant to the purchase agreement resulted in an increase to goodwill.

Included in deferred charges and other non-current assets as of July 5, 2009 and March 31, 2009 are other intangible assets of $74,504 which consist primarily of trademarks, patented technology, and brand names that are not being amortized as their estimated useful lives are considered indefinite.  Other intangible assets also include amortizing intangible assets, as follows:

	July 5, 2009							March 31, 2009
	Gross carrying amount		Accumulated amortization			Total		Gross carrying amount		Accumulated amortization			Total
Contracts	$	22,644	$	(21,908	)	$	736	$	22,644	$	(21,662	)	$	982
Trade name	16,777		(2,097		)	14,680		16,777		(1,678		)	15,099
Customer relationships and other	27,407		(12,239		)	15,168		27,407		(11,664		)	15,743
Total	$	66,828	$	(36,244	)	$	30,584	$	66,828	$	(35,004	)	$	31,824

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These assets are being amortized over their estimated useful lives over a weighted average remaining period of approximately 7.5 years. Amortization expense for the quarters ended July 5, 2009 and June 29, 2008 was $1,240 and $1,405, respectively.  ATK expects amortization expense related to these assets to be as follows:

Remainder of fiscal 2010	$	3,703
Fiscal 2011	3,955
Fiscal 2012	3,946
Fiscal 2013	3,916
Fiscal 2014	3,916
Thereafter	11,148
Total	$	30,584

5.     Earnings Per Share Data

Basic earnings per share (EPS) is computed based upon the weighted-average number of common shares outstanding for each period. Diluted EPS is computed based on the weighted-average number of common shares and common equivalent shares. Common equivalent shares represent the effect of stock-based awards and contingently issuable shares related to ATK’s Convertible Senior Subordinated Notes (see Note 10) during each period presented, which, if exercised, earned, or converted, would have a dilutive effect on EPS.  In computing EPS for the quarters ended July 5, 2009 and June 29, 2008, net income as reported for each respective period is divided by (in thousands):

	Quarters Ended
	July 5, 2009	June 29, 2008
Weighted-average basic shares outstanding	32,728	32,826
Dilutive effect of stock-based awards	409	474
Dilutive effect of contingently issuable shares	160	1,884
Weighted average diluted shares outstanding	33,297	35,184
Shares excluded from the calculation of diluted EPS because the option exercise/threshold price was greater than the average market price of the common shares	6	—

Contingently issuable shares related to ATK’s 3.00% Convertible Senior Subordinated Notes due 2024 and 2.75% Convertible Senior Subordinated Notes due 2024, as discussed in Note 10, are included in diluted EPS for the quarters ended July 5, 2009 and June 29, 2008.  Contingently issuable shares related to ATK’s 2.75% Convertible Senior Subordinated Notes due 2011, as discussed in Note 10, are not included in diluted EPS for the quarter ended July 5, 2009 as ATK’s average stock price during the quarter did not exceed $96.51.  These contingently issuance shares are, however, included in diluted EPS for the quarter ended June 29, 2008.  The Warrants, as discussed in Note 10, are not included in diluted EPS as ATK’s average stock price during the quarters ended July 5, 2009 and June 29, 2008 did not exceed $116.75.  The Call Options, also discussed in Note 10, are anti-dilutive and are therefore excluded from the calculation of diluted shares outstanding.

6.     Derivative Financial Instruments

On December 29, 2008, ATK prospectively adopted SFAS No. 161, which requires enhanced disclosures regarding an entity’s derivative and hedging activities.

ATK is exposed to market risks arising from adverse changes in:

·commodity prices affecting the cost of raw materials and energy,

·interest rates, and

·foreign exchange risks

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In the normal course of business, these risks are managed through a variety of strategies, including the use of derivative instruments.  Commodity forward contracts are periodically used to hedge forecasted purchases of certain commodities, foreign currency exchange contracts are used to hedge forecasted transactions denominated in a foreign currency, and ATK periodically uses interest rate swaps to hedge forecasted interest payments and the risk associated with variable interest rates on long-term debt.

ATK entered into forward contracts for copper and zinc during the quarter ended July 5, 2009 and for lead during the quarter ended June 29, 2008.  The contracts essentially establish a fixed price for the underlying commodity and are designated and qualify as effective cash flow hedges of purchases of the commodity. Ineffectiveness is calculated as the amount by which the change in the fair value of the derivatives exceeds the change in the fair value of the anticipated commodity purchases.  The fair value of these contracts is recorded within other assets or liabilities, as appropriate, and the effective portion is reflected in accumulated OCI in the financial statements.  The gains or losses on these contracts are recorded in inventory as the commodities are purchased.   As of July 5, 2009, ATK had the following outstanding commodity forward contracts that were entered into to hedge forecasted purchases:

	Number of Pounds
Copper	28,600,000
Zinc	10,600,000

The table below presents the fair value and location of ATK’s derivative instruments designated as hedging instruments under SFAS No. 133 in the condensed consolidated balance sheet as of July 5, 2009.  At March 31, 2009, ATK had no outstanding contracts.

		Asset Derivatives				Liability Derivatives
		Fair value as of				Fair value as of
	Location	July 5, 2009		March 31, 2009		July 5, 2009		March 31, 2009
Commodity forward contracts	Other current assets	$	4,297	$	—	$	—	$	—
Commodity forward contracts	Deferred charges and other non—current assets	2,865		—		—		—
Total		$	7,162	$	—	$	—	$	—

The derivative gains and losses in the consolidated income statements for the quarter ended July 5, 2009 related to commodity forward contracts were as follows:

	Pretax amount of gain (loss) recognized in Other Comprehensive Income (Loss)		Pretax amount of gain (loss) reclassified from Accumulated Other Comprehensive Income (Loss)			Gain or (loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing)
	Amount		Location	Amount		Location	Amount
Commodity forward contracts	$	7,162	Cost of Sales	$	—	Cost of Sales	$	—

All derivatives used by ATK during and as of the quarters ended July 5, 2009 and March 31, 2009 were designated as hedging instruments.

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7.Comprehensive Income

The components of comprehensive income, net of income taxes, for the quarters ended July 5, 2009 and June 29, 2008 were as follows:

	Quarters Ended
	July 5, 2009		June 29, 2008
Net income	$	69,483	$	54,482
Other comprehensive income (OCI):
Pension and other postretirement benefit liabilities, net of income taxes of $(1,672) and $(2,126), respectively	3,032		3,233
Change in fair value of derivatives, net of income taxes of $(2,829) and $388, respectively	4,333		(582		)
Change in fair value of available-for-sale securities, net of income taxes of $(447) and $(59), respectively	685		89
Total OCI	8,050		2,740
Comprehensive income	77,533		57,222
Comprehensive income attributable to noncontrolling interest	52		90
Comprehensive income attributable to Alliant Techsystems Inc.	$	77,481	$	57,132

The components of accumulated OCI, net of income taxes, are as follows:

	July 5, 2009			March 31, 2009
Derivatives	$	4,333		$	—
Pension and other postretirement benefit liabilities	(647,811		)	(650,843		)
Available-for-sale securities	(124		)	(809		)
Total accumulated other comprehensive loss	$	(643,602	)	$	(651,652	)

The pre-tax activity in OCI related to the forward contracts discussed in Note 6 was as follows:

	Quarter Ended July 5, 2009		Quarter Ended June 29, 2008
Beginning of period unrealized gain (loss) in accumulated OCI	$	—	$	—
Increase (decrease) in fair value of derivatives	7,162		(1,203		)
Losses reclassified from OCI, increasing the price paid to suppliers	—		—
End of period unrealized gain (loss) in accumulated OCI	$	7,162	$	(1,203	)

The amount of ineffectiveness recognized in earnings for these contracts was $0 during fiscal the quarters ended July 5, 2009 and June 29, 2008.  ATK expects that any unrealized losses will be realized and reported in cost of sales as the cost of the commodities is included in cost of sales. Estimated and actual gains or losses will change as market prices change.

8.Inventories

Inventories consist of the following:

	July 5, 2009		March 31, 2009
Raw materials	$	82,078	$	60,545
Work in process	35,539		46,436
Finished goods	61,209		93,050
Contracts in progress	36,414		38,569
Net inventories	$	215,240	$	238,600

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9.Other Liabilities

Other current and long-term accrued liabilities consist of the following:

	July 5, 2009		March 31, 2009
Employee benefits and insurance, including pension and other postretirement benefits	$	65,207	$	57,455
Warranty	12,033		12,184
Interest	15,547		2,022
Environmental remediation	8,757		8,363
Rebate	11,186		5,344
Deferred lease obligation	14,405		13,150
Other	65,178		67,823
Total other accrued liabilities — current	$	192,313	$	166,341
Environmental remediation	$	45,820	$	47,919
Management nonqualified deferred compensation plan	22,893		20,362
Non-current portion of accrued income tax liability	26,883		25,570
Deferred lease obligation	11,210		11,853
Other	13,645		19,658
Total other long-term liabilities	$	120,451	$	125,362

ATK provides product warranties, which entail repair or replacement of non-conforming items, in conjunction with sales of certain products. Estimated costs related to warranties are recorded in the period in which the related product sales occur. The warranty liability recorded at each balance sheet date reflects the estimated liability for warranty coverage for products delivered based on historical information and current trends.  The following is a reconciliation of the changes in ATK’s product warranty liability during the quarter ended July 5, 2009:

Balance at April 1, 2009	$	12,184
Warranties issued	84
Payments made	—
Changes related to preexisting warranties	(235		)
Balance at July 5, 2009	$	12,033

10.Long-Term Debt

Long-term debt, including the current portion, consisted of the following:

	July 5, 2009		March 31, 2009
Senior Credit Facility dated March 29, 2007 (1):
Term A Loan due 2012	$	271,563	$	275,000
Revolving Credit Facility due 2012	—		—
2.75% Convertible Senior Subordinated Notes due 2011 (2) (3)	300,000		300,000
6.75% Senior Subordinated Notes due 2016	400,000		400,000
2.75% Convertible Senior Subordinated Notes due 2024 (4)	279,929		279,929
3.00% Convertible Senior Subordinated Notes due 2024 (5)	199,453		199,453
Principal amount of long-term debt	1,450,945		1,454,382
Less: Unamortized discounts	60,551		66,779
Carrying amount of long-term debt	1,390,394		1,387,603
Less: current portion	292,152		289,859
Carrying amount of long-term debt, excluding current portion	$	1,098,242	$	1,097,744

(1)   Borrowings under the Senior Credit Facility bear interest at a rate equal to the sum of a base rate (currently equal to the bank’s prime rate) or a Eurodollar rate plus an applicable margin, which is based on ATK’s senior secured credit ratings. The weighted average interest rate for the Term A Loan was 1.19% at July 5, 2009. The annual commitment fee in effect on the unused portion of ATK’s Revolving Credit Facility was 0.20% at July 5, 2009.   As of July 5, 2009, ATK had no borrowings outstanding against its $500,000 revolving credit facility and had outstanding letters of credit of $167,234, which reduced amounts available on the revolving facility to $332,766. ATK’s weighted average interest rate on short-term borrowings was 5.00% during the quarter ended June 29, 2008.  ATK had no short-term borrowings during the quarter ended July 5, 2009.

(2)   In fiscal 2007, ATK issued $300,000 aggregate principal amount of 2.75% Convertible Senior Subordinated Notes (the 2.75% Convertible Notes due 2011) that mature on September 15, 2011. Interest on these notes is payable on March 15 and September 15 of each year.  The contingently issuable shares increased the number of ATK’s diluted shares outstanding during the quarter ended June 29, 2008 by 317,726 shares because ATK’s average stock price exceeded the conversion price during that period.  There was no impact on the diluted shares outstanding for the quarter ended July 5, 2009 because ATK’s average stock price during the quarter was below the conversion price.

(3)   In connection with the issuance of the 2.75% Convertible Notes due 2011, ATK purchased, at a cost of $50,850, call options (the Call Options) on its common stock. The Call Options, which become exercisable upon conversion of the related convertible notes, allow ATK to purchase approximately 3.1 million shares of ATK’s common stock and/or cash from the counterparty at an amount equal to the amount of common stock and/or cash related to the excess conversion value that ATK would pay to the

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holders of the related convertible notes upon conversion. In addition, ATK sold warrants (the Warrants) to issue approximately 3.3 million shares of ATK’s common stock at an exercise price of $116.75 per share. The proceeds from the sale of the Warrants totaled $23,220.  In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133), and Emerging Issues Task Force (EITF) Issue No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, ATK recorded the net cost of the Call Options and the Warrants of $27,630 in additional paid-in-capital and will not recognize any changes in the fair value of the instruments. On a combined basis, the Call Options and the Warrants are intended to reduce the potential dilution of ATK’s common stock in the event that the 2.75% Convertible Notes due 2011 are converted by effectively increasing the conversion price of these notes from $96.51 to $116.75. The Call Options are anti-dilutive and are therefore excluded from the calculation of diluted shares outstanding.  The Warrants will result in additional diluted shares outstanding if ATK’s average common stock price exceeds $116.75.

(4)   In fiscal 2005, ATK issued $200,000 aggregate principal amount of 3.00% Convertible Senior Subordinated Notes (the 3.00% Convertible Notes) that mature on August 15, 2024. Interest on these notes is payable on February 15 and August 15 of each year. Under select conditions, ATK will pay contingent interest on these notes, which is treated as an embedded derivative under SFAS No. 133; the fair value of this feature was insignificant at July 5, 2009 and March 31, 2009.    ATK may redeem some or all of these notes in cash, for 100% of the principal amount plus any accrued but unpaid interest, at any time on or after August 20, 2014. Holders of these notes may require ATK to repurchase in cash, for 100% of the principal amount plus any accrued but unpaid interest, some or all of these notes on August 15, 2014 and August 15, 2019. Under specified conditions, holders may also convert their 3.00% Convertible Notes at a conversion rate of 12.5392 shares of ATK’s common stock per $1 principal amount of 3.00% Convertible Notes (a conversion price of $79.75 per share).  The stock price condition was met during fiscal 2009 and $547 of these notes were converted in fiscal 2009.  The stock price condition was not satisfied during the quarter ended July 5, 2009, therefore the remaining principal amount of $199,453 as of July 5, 2009 was classified as long-term.  These contingently issuable shares increased the number of ATK’s diluted shares outstanding during the quarters ended July 5, 2009 and June 29, 2008 by 61,482 and 647,317, respectively, because ATK’s average stock price exceeded the conversion price during those periods.

(5)   In fiscal 2004, ATK issued $280,000 aggregate principal amount of 2.75% Convertible Senior Subordinated Notes (the 2.75% Convertible Notes due 2024) that mature on February 15, 2024. Interest on these notes is payable on February 15 and August 15 of each year. Under select conditions, ATK will pay contingent interest on these notes, which is treated as an embedded derivative under SFAS No. 133; the fair value of this feature was insignificant at July 5, 2009 and March 31, 2009.  ATK may redeem some or all of these notes in cash, for 100% of the principal amount plus any accrued but unpaid interest, at any time on or after August 20, 2009. Holders of these notes may require ATK to repurchase in cash, for 100% of the principal amount plus any accrued but unpaid interest, some or all of these notes on August 15, 2009, February 15, 2014, or February 15, 2019.  On July 20, 2009, ATK notified holders of these notes that they have the right to surrender their notes for repurchase from that date until August 14, 2009.  Further information on this optional redemption can be found within the Schedule TO that ATK filed with the SEC on July 20, 2009, and as amended and filed with the SEC on July 31, 2009.  Under specified conditions, holders may convert their 2.75% Convertible Notes at a conversion rate of 12.5843 shares of ATK’s common stock per $1 principal amount (a conversion price of $79.46 per share).  The stock price condition was met in fiscal 2009 and $71 of these notes were converted in fiscal 2009.  The stock price condition was not satisfied during the quarter ended July 5, 2009.  Because the remaining notes can be put to ATK at the option of each holder in August 2009, the remaining principal amount of $279,929 is classified as current as of July 5, 2009.  These contingently issuable shares increased the number of ATK’s diluted shares outstanding during the quarters ended July 5, 2009 and June 29, 2008 by 98,915 and 918,872, respectively, because ATK’s average stock price exceeded the conversion price during those periods.

See Note 9 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2009 for additional information regarding the terms and conditions of the Company’s outstanding debt agreements.

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The scheduled minimum payments on outstanding long-term debt are as follows:

Remainder of fiscal 2010	$	290,242
Fiscal 2011	13,750
Fiscal 2012	547,500
Fiscal 2013	—
Fiscal 2014	—
Thereafter	599,453
Total payments	$	1,450,945

Although the 2.75% Convertible Notes due 2024 do not contractually mature until 2024, these notes are classified as current in the consolidated balance sheet and within the “Fiscal 2010” category above because the notes can be put to ATK at the option of each holder in August 2009.

ATK’s total debt (current portion of debt and long-term debt) as a percentage of total capitalization (total debt and stockholders’ equity) was 65% as of July 5, 2009 and 67% as of March 31, 2009.

ATK’s Senior Credit Facility and the indentures governing the 6.75% Notes, the 2.75% Convertible Notes due 2011, the 2.75% Convertible Notes due 2024, and the 3.00% Convertible Notes impose restrictions on ATK, including limitations on its ability to incur additional debt, enter into capital leases, grant liens, pay dividends and make certain other payments, sell assets, or merge or consolidate with or into another entity. In addition, the Senior Credit Facility limits ATK’s ability to enter into sale-and-leaseback transactions. The Senior Credit Facility also requires that ATK meet and maintain specified financial ratios, including a minimum interest coverage ratio and a maximum consolidated leverage ratio. ATK’s ability to comply with these covenants and to meet and maintain the financial ratios may be affected by events beyond its control. Borrowings under the Senior Credit Facility are subject to compliance with these covenants. As of July 5, 2009, ATK was in compliance with the financial covenants.

ATK has limited payment requirements under the Senior Credit Facility over the next two years. ATK’s other debt service requirements consist principally of interest expense on its long-term debt.  As discussed above, additional cash may be required to repurchase or convert any or all of the convertible notes under certain circumstances. ATK’s short-term cash requirements for operations are expected to consist mainly of capital expenditures to maintain and expand production facilities and working capital requirements.

Net cash paid for interest totaled $1,071 in the quarter ended July 5, 2009 and $3,460 in the quarter ended June 29, 2008.

11.Employee Benefit Plans

	Pension Benefits Quarters Ended						Other Postretirement Benefits Quarters Ended
	July 5, 2009			June 29,2008			July 5, 2009			June 29, 2008
Components of Net Periodic Benefit Cost
Service cost	$	13,651		$	15,088		$	51		$	72
Interest cost	39,224			34,949			2,890			2,952
Expected return on plan assets	(42,763		)	(46,915		)	(668		)	(944		)
Amortization of unrecognized net loss	6,437			6,968			523			664
Amortization of unrecognized prior service cost	(97		)	(97		)	(2,158		)	(2,176		)
Net periodic benefit cost	$	16,452		$	9,993		$	638		$	568

Employer Contributions.  During the quarter ended July 5, 2009, ATK contributed $150,000 to the pension trust and $980 directly to retirees.  ATK also contributed $3,231 to its other postretirement benefit (PRB) plans.  ATK anticipates making additional contributions of $2,157 directly to retirees and $11,526 to its other PRB plans during the remainder of fiscal 2010. ATK is not required to make any additional minimum contributions to the pension trust during the remainder of 2010.

12.Income Taxes

ATK’s provision for income taxes includes both federal and state income taxes.   Income tax provisions for interim periods are based on estimated effective annual income tax rates.

The income tax provisions for the quarters ended July 5, 2009 and June 29, 2008 represent effective tax rates of 37.1% and 36.8%, respectively.  The increase in the rate for the first quarter of fiscal 2010 from the prior year quarter is primarily due to an increase in discrete items which were partially offset by an increase in the benefit of the  federal research and development tax credit and a decrease in the state tax rate.

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The Internal Revenue Service is currently examining fiscal 2007 and 2008.  With few exceptions, ATK is no longer subject to U.S. federal, state and local, or international examinations by tax authorities prior to fiscal 2003.  ATK believes adequate provisions have been made for outstanding issues for all open years in all jurisdictions.

Although the timing and outcome of audit settlements are uncertain, it is reasonably possible that an $8,877 reduction of the uncertain tax benefits will occur in the next twelve months.  The settlement of these unrecognized tax benefits could result in earnings up to $7,555 based on current estimates.

13.  Stock-Based Compensation

ATK sponsors four stock-based incentive plans, which are the Alliant Techsystems Inc. 1990 Equity Incentive Plan, the Non-Employee Director Restricted Stock Plan, the 2000 Stock Incentive Plan, and the 2005 Stock Incentive Plan. As of July 5, 2009, ATK has authorized up to 1,532,360 common shares under the 2005 Stock Incentive Plan, of which 267,234 common shares are yet available to be granted.  No new grants will be made out of the other three plans.

Total pre-tax stock-based compensation expense recognized during the quarters ended July 5, 2009 and June 29, 2008 was $4,682 and $4,898, respectively.  The total income tax benefit recognized in the income statement for share-based compensation during the quarters ended July 5, 2009 and June 29, 2008 was $1,835 and $1,940, respectively.

There are four types of awards outstanding under ATK’s stock incentive plans: performance awards, total stockholder return performance awards (“TSR awards”), restricted stock, and stock options.  ATK issues treasury shares upon the payment of performance and TSR awards, grant of restricted stock, or exercise of stock options.

As of July 5, 2009, there were up to 391,898 shares reserved for performance awards for key employees.  Performance shares are valued at the fair value of ATK stock as of the grant date and expense is recognized based on the number of shares expected to vest under the terms of the award under which they are granted.  Of these shares, up to 197,660 shares will become payable only upon achievement of certain financial performance goals, including sales and EPS, for the fiscal 2008 through fiscal 2010 period; up to 149,320 shares will become payable only upon achievement of certain financial performance goals, including sales and EPS, for the fiscal 2009 through fiscal 2011 period; and up to 44,918 shares will become payable only upon achievement of certain performance goals, including sales, EPS, and return on invested capital, for the fiscal 2010 through fiscal 2012 period.  In May 2009, 174,973 shares were distributed or deferred based upon achievement of certain financial performance goals, including EPS, for the fiscal 2007 through fiscal 2009 period.

As of July 5, 2009, there were up to 64,160 shares reserved for TSR awards for key employees.  ATK uses an integrated Monte Carlo simulation model to determine the fair value of the TSR awards.  The Monte Carlo model calculates the probability of satisfying the market conditions stipulated in the award.  This probability is an input into the trinomial lattice model used to determine the fair value of the awards as well as the assumptions of other variables, including the risk-free interest rate and expected volatility of ATK’s stock price in future periods. The risk-free rate is based on the U.S. dollar-denominated U.S. Treasury strip rate with a remaining term that approximates the life assumed at the date of grant.  The weighted average fair value of TSR awards granted was $30.56 during fiscal 2009. There were no TSR awards granted in the quarter ended July 5, 2009.  The weighted average assumptions used in estimating the value of the TSR award in fiscal 2009 were as follows:

	Year endedMarch 31, 2009
Risk-free rate	1.17	%
Expected volatility	25.8	%
Expected dividend yield	0	%
Expected award life	3 years

Restricted stock issued to non-employee directors and certain key employees during the quarter ended July 5, 2009 totaled 15,575. Restricted shares vest over periods ranging from one to five years from the date of award and are valued at the fair value of ATK’s common stock as of the grant date.

Stock options may be granted periodically, with an exercise price equal to the fair market value of ATK’s common stock on the date of grant, and generally vest from one to three years from the date of grant. Since fiscal 2004, options are generally issued with a seven-year term; most grants prior to that had a ten-year term.  The weighted average fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model and represents the difference between fair market value on the date of grant and the

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estimated market value on the expected exercise date. The option pricing model requires ATK to make assumptions.  The risk-free rate is based on U.S. Treasury zero-coupon issues with a remaining term that approximates the expected life assumed at the date of grant.  Expected volatility is based on the historical volatility of ATK’s stock over the past five years.  The expected option life is based on the contractual term of the stock option and expected employee exercise and post-vesting employment termination trends.  The fair value of options granted during fiscal 2009 was $24.83.  There were no options granted in the quarter ended July 5, 2009.  The following assumptions were used for the fiscal 2009 grants:

	Year endedMarch 31, 2009
Risk-free rate	2.96	%
Expected volatility	19.11	%
Expected dividend yield	0	%
Expected option life	5 years

14.  Contingencies

Litigation.  From time to time, ATK is subject to various legal proceedings, including lawsuits, which arise out of, and are incidental to, the conduct of ATK’s business. ATK does not consider any of such proceedings that are currently pending, individually or in the aggregate, to be material to its business or likely to result in a material adverse effect on its operating results, financial condition, or cash flows.

On or about April 10, 2006, a former ATK employee filed a qui tam complaint in federal court in Utah alleging that ATK knowingly submitted claims for payment to the U.S. government for defective LUU series illuminating flares that failed to conform to certain safety specifications and falsely certified compliance with those specifications.  The lawsuit was initially filed under seal.  ATK was first informed of the lawsuit by the United States Department of Justice (DOJ) on March 13, 2007.  Thereafter, the DOJ intervened in the qui tam action and filed an amended complaint on November 2, 2007.  On May 29, 2008, ATK filed its answer to the complaint.  The DOJ subsequently filed a motion to strike the affirmative defenses set forth in ATK’s answer.  On July 14, 2008, ATK filed its opposition to the motion to strike.  On October 16, 2008, the court granted the motion in part and denied it in part.  Discovery is underway in the case.

ATK denies any allegations of improper conduct.  Based on what is known to ATK about the subject matter of the complaint, ATK does not believe that it has violated any law or regulation and believes it has valid defenses to all allegations of improper conduct.  Although it is not possible at this time to predict the outcome of the litigation, ATK believes, based on all available information, that the outcome will not have a material adverse effect on its operating results, financial condition or cash flows.  Some potential, however, does remain for an adverse judgment that could be material to ATK’s financial position, results of operations, or cash flows.  As a result of the uncertainty regarding the outcome of this matter, no provision has been made in the financial statements with respect to this contingent liability.

U.S. Government Investigations.   ATK is also subject to U.S. Government investigations from which civil, criminal, or administrative proceedings could result. Such proceedings could involve claims by the U.S. Government for fines, penalties, compensatory and treble damages, restitution, and/or forfeitures. Under government regulations, a company, or one or more of its operating divisions or subdivisions, can also be suspended or debarred from government contracts, or lose its export privileges, based on the results of investigations. ATK believes, based upon all available information, that the outcome of any such pending government investigations will not have a material adverse effect on its operating results, financial condition, or cash flows.

Environmental Liabilities.  ATK’s operations and ownership or use of real property are subject to a number of federal, state, and local environmental laws and regulations, including those for discharge of hazardous materials, remediation of contaminated sites, and restoration of damage to the environment. At certain sites that ATK owns or operates or formerly owned or operated, there is known or potential contamination that ATK is required to investigate or remediate. ATK could incur substantial costs, including remediation costs, resource restoration costs, fines, and penalties, or third-party property damage or personal injury claims, as a result of liabilities associated with past practices or violations of environmental laws or non-compliance with environmental permits.

The liability for environmental remediation represents management’s best estimate of the present value of the probable and reasonably estimable costs related to known remediation obligations. The receivable represents the present value of the amount that ATK expects to

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recover, as discussed below. Both the liability and receivable have been discounted to reflect the present value of the expected future cash flows, using a discount rate, net of estimated inflation, of 2.50% and 1.75% as of July 5, 2009 and March 31, 2009, respectively. ATK’s discount rate is calculated using the 20-year Treasury constant maturities rate, net of an estimated inflationary factor of 1.9%, rounded to the nearest quarter percent.  The following is a summary of the amounts recorded for environmental remediation:

	July 5, 2009						March 31, 2009
	Liability			Receivable			Liability			Receivable
Amounts (payable) receivable	$	(62,887	)	$	38,092		$	(62,080	)	$	37,104
Unamortized discount	8,310			(4,243		)	5,798			(2,900		)
Present value amounts (payable) receivable	$	(54,577	)	$	33,849		$	(56,282	)	$	34,204

Amounts expected to be paid or received in periods more than one year from the balance sheet date are classified as non-current.  Of the $54,577 discounted liability as of July 5, 2009, $8,757 was recorded within other current liabilities and $45,820 was recorded within other long-term liabilities. Of the $33,849 discounted receivable, ATK recorded $6,048 within other current assets and $27,801 within other non-current assets. As of July 5, 2009, the estimated discounted range of reasonably possible costs of environmental remediation was $54,577 to $85,360.

ATK expects that a portion of its environmental compliance and remediation costs will be recoverable under U.S. Government contracts. Some of the remediation costs that are not recoverable from the U.S. Government that are associated with facilities purchased in a business acquisition may be covered by various indemnification agreements, as described below.

·As part of its acquisition of the Hercules Aerospace Company in fiscal 1995, ATK assumed responsibility for environmental compliance at the facilities acquired from Hercules (the Hercules Facilities). ATK believes that a portion of the compliance and remediation costs associated with the Hercules Facilities will be recoverable under U.S. Government contracts, and that those environmental remediation costs not recoverable under these contracts will be covered by Hercules Incorporated, a subsidiary of Ashland, Inc. (Hercules) under environmental agreements entered into in connection with the Hercules acquisition. Under these agreements, Hercules has agreed to indemnify ATK for environmental conditions relating to releases or hazardous waste activities occurring prior to ATK’s purchase of the Hercules Facilities; fines relating to pre-acquisition environmental compliance; and environmental claims arising out of breaches of Hercules’s representations and warranties. Hercules is not required to indemnify ATK for any individual claims below $50. Hercules is obligated to indemnify ATK for the lowest cost response of remediation required at the facility that is acceptable to the applicable regulatory agencies. ATK is not responsible for conducting any remedial activities with respect to the Kenvil, NJ facility or the Clearwater, FL facility. In accordance with its agreement with Hercules, ATK notified Hercules of all known contamination on non-federal lands on or before March 31, 2000 and on federal lands on or before March 31, 2005.

·ATK generally assumed responsibility for environmental compliance at the Thiokol Facilities acquired from Alcoa Inc. in fiscal 2002. While ATK expects that a portion of the compliance and remediation costs associated with the acquired Thiokol Facilities will be recoverable under U.S. Government contracts, ATK has recorded an accrual to cover those environmental remediation costs at these facilities that will not be recovered through U.S. Government contracts. In accordance with its agreement with Alcoa, ATK notified Alcoa of all known environmental remediation issues as of January 30, 2004. Of these known issues, ATK is responsible for any costs not recovered through U.S. Government contracts at Thiokol Facilities up to $29,000, ATK and Alcoa have agreed to split evenly any amounts between $29,000 and $49,000, and ATK is responsible for any payments in excess of $49,000.

·With respect to the commercial products business’ facilities purchased from Blount in fiscal 2002, Blount has agreed to indemnify ATK for certain compliance and remediation liabilities, to the extent those liabilities are related to pre-closing environmental conditions at or related to these facilities. Some other remediation costs are expected to be paid directly by a third party pursuant to an existing indemnification agreement with Blount. Blount’s indemnification obligations relating to environmental matters, which extended through December 7, 2006, are capped at $30,000, less any other indemnification payments made for breaches of representations and warranties. The third party’s obligations, which extended through November 4, 2007, are capped at approximately $125,000, less payments previously made.

ATK cannot ensure that the U.S. Government, Hercules, Alcoa, Blount, or other third parties will reimburse it for any particular environmental costs or reimburse ATK in a timely manner or that any claims for indemnification will not be disputed. U.S. Government reimbursements for cleanups are financed out of a particular agency’s operating budget and the ability of a particular governmental

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agency to make timely reimbursements for cleanup costs will be subject to national budgetary constraints. ATK’s failure to obtain full or timely reimbursement from the U.S. Government, Hercules, Alcoa, Blount, or other third parties could have a material adverse effect on its operating results, financial condition, or cash flows. While ATK has environmental management programs in place to mitigate these risks, and environmental laws and regulations have not had a material adverse effect on ATK’s operating results, financial condition, or cash flows in the past, it is difficult to predict whether they will have a material impact in the future.

Other Contingencies.  ATK is also subject to a number of other potential risks and contingencies.  These risks and contingencies are described in Item 1A of ATK’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009 and in Item 1A of this Form 10-Q for the quarter ended July 5, 2009.

15.  Share Repurchases

On August 5, 2008, ATK’s Board of Directors authorized the repurchase of up to an additional 5,000,000 shares.  The Board has determined that the repurchase program will serve primarily to offset dilution from the Company’s employee and director benefit compensation programs, but it may also be used for other corporate purposes, as determined by the Board.  During fiscal 2009, ATK repurchased 299,956 shares for $31,609.  During the quarter ended July 5, 2009, ATK did not repurchase any shares.  As of July 5, 2009, there were 4,700,044 remaining shares authorized to be repurchased.

16.  Operating Segment Information

ATK has three operating segments:  ATK Armament Systems, ATK Mission Systems, and ATK Space Systems.  These operating segments are defined based on the reporting and review process used by ATK’s chief executive officer and other management.

·ATK Armament Systems, which generated 46% of ATK’s external sales in the quarter ended July 5, 2009, develops and produces military ammunition and gun systems; commercial products; tactical systems and equipment, and propellant and energetic materials.  It also operates the U.S. Army ammunition plants in Independence, Missouri and Radford, Virginia.

·ATK Mission Systems, which generated 24% of ATK’s external sales in the quarter ended July 5, 2009, operates in two business lanes, Weapon Systems and Aerospace Systems, across the following market areas: large-caliber direct fires, force protection, precision guided munitions, missiles, propulsion, missile defense, fuzes and warheads, composites, special mission aircraft, electronic warfare, military aircraft structures, commercial aircraft structures and launch structures.

·ATK Space Systems, which generated 30% of ATK’s external sales in the quarter ended July 5, 2009, produces rocket motor systems for human and cargo launch vehicles, conventional and strategic missiles, missile defense interceptors, small and micro-satellites, satellite components, structures and subsystems, lightweight space deployables and solar arrays, and provides engineering and technical services.  Other products include ordnance, such as decoy and illuminating flares.

The military small-caliber ammunition contract, which is reported within ATK Armament Systems, contributed approximately 10% and 13% of total external sales during the quarters ended July 5, 2009 and June 29, 2008, respectively.

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The following summarizes ATK’s results by operating segment:

	Quarters Ended
	July 5, 2009			June 29, 2008
Sales to external customers:
ATK Armament Systems	$	552,415		$	441,574
ATK Mission Systems	292,551			276,503
ATK Space Systems	364,168			406,788
Total external sales	1,209,134			1,124,865
Intercompany sales:
ATK Armament Systems	4,296			4,430
ATK Mission Systems	35,299			44,650
ATK Space Systems	3,665			2,939
Corporate	(43,260		)	(52,019		)
Total intercompany sales	—			—
Total sales	$	1,209,134		$	1,124,865
Income before interest, income taxes, and noncontrolling interest:
ATK Armament Systems	$	61,215		$	44,160
ATK Mission Systems	33,251			32,834
ATK Space Systems	41,123			36,242
Corporate	(4,217		)	(4,904		)
Total income before interest, income taxes, and noncontrolling interest	$	131,372		$	108,332

Certain administrative functions are primarily managed by ATK at the corporate headquarters (“Corporate”). Some examples of such functions are human resources, pension and postretirement benefits, corporate accounting, legal, tax, and treasury. Significant assets and liabilities managed at Corporate include those associated with debt, pension and postretirement benefits, environmental liabilities, and income taxes. Pension and postretirement benefit expenses are allocated to each segment based on relative headcount and types of benefits offered in each respective segment. Environmental expenses are allocated to each segment based on the origin of the underlying environmental cost. Transactions between segments are recorded at the segment level, consistent with ATK’s financial accounting policies. Intercompany balances and transactions involving different segments are eliminated at ATK’s consolidated financial statements level. These eliminations are shown above in “Corporate” and were $5,044 and $6,074 for the quarters ended July 5, 2009 and June 29, 2008, respectively.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollar amounts in thousands except share and per share data and unless otherwise indicated)

Forward-Looking Information is Subject to Risk and Uncertainty

Some of the statements made and information contained in this report, excluding historical information, are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements give ATK’s current expectations or forecasts of future events. Words such as “may,” “will,” “expected,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue,” and similar expressions are used to identify forward-looking statements. From time to time, ATK also may provide oral or written forward-looking statements in other materials released to the public. Any or all forward-looking statements in this report and in any public statements ATK makes could be materially different. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Any change in the following factors may impact the achievement of results:

·reductions or changes in NASA or U.S. Government military spending and budgetary policies and sourcing strategy,

·increases in costs, which ATK may not be able to react to due to the nature of certain contracts or for other reasons,

·the potential termination of U.S. Government contracts,

·government laws and other rules and regulations applicable to ATK, such as procurement and import-export control,

·the novation of U.S. Government contracts,

·other risks associated with U.S. Government contracts that might expose ATK to adverse consequences,

·changes in cost estimates and/or timing of programs,

·costs of servicing ATK’s debt, including cash requirements and interest rate fluctuations,

·intense competition,

·performance of ATK’s subcontractors,

·supply, availability, and costs of raw materials and components, including commodity price fluctuations,

·development of key technologies and retention of a qualified workforce,

·fires or explosions at any of ATK’s facilities,

·environmental laws that govern past practices and rules and regulations, noncompliance with which may expose ATK to adverse consequences,

·actual pension and other postretirement plan asset returns and assumptions regarding future returns, discount rates, service costs, mortality rates, and health care cost trend rates,

·capital market volatility and corresponding assumptions related to ATK’s capital structure such as share count and interest rates,

·risks associated with diversification into new markets,

·impacts of financial market disruptions or volatility to ATK’s customers and vendors,

·greater risk associated with international business,

·results of acquisitions,

·costs incurred for pursuits and proposed acquisitions that have not yet or may not close, and

·unanticipated changes in the tax provision or exposure to additional tax liabilities.

This list of factors is not exhaustive and new factors may emerge or changes to the foregoing factors may occur that would impact ATK’s business. ATK undertakes no obligation to update any forward-looking statements. A more detailed description of risk factors can be found in Item 1A, Risk Factors, of ATK’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009 and in Item 1A of this Form 10-Q for the quarter ended July 5, 2009. Additional information regarding these factors may be contained in ATK’s subsequent filings with the Securities and Exchange Commission, including Forms 8-K.

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Overview

ATK is a premier aerospace and defense company and a leading supplier of products to the U.S. Government, allied nations, and prime contractors. ATK is also a major supplier of ammunition and related accessories to law enforcement agencies and commercial customers. ATK is headquartered in Minneapolis, Minnesota and has operating locations throughout the United States, Puerto Rico, and internationally.

ATK has three operating segments:  ATK Armament Systems, ATK Mission Systems, and ATK Space Systems.  These operating segments are defined based on the reporting and review process used by ATK’s chief executive officer and other management.

·ATK Armament Systems, which generated 46% of ATK’s external sales in the quarter ended July 5, 2009, develops and produces military ammunition and gun systems; commercial products; tactical accessories and equipment, and propellant and energetic materials.  It also operates the U.S. Army ammunition plants in Independence, Missouri and Radford, Virginia.

·ATK Mission Systems, which generated 24% of ATK’s external sales in the quarter ended July 5, 2009, operates in two business lanes, Weapon Systems and Aerospace Systems, across the following market areas: large caliber direct fires, force protection, precision guided munitions, missiles, propulsion, missile defense, fuzes and warheads, composites, special mission aircraft, electronic warfare, military aircraft structures, commercial aircraft structures and launch structures.

·ATK Space Systems, which generated 30% of ATK’s external sales in the quarter ended July 5, 2009, produces rocket motor systems for human and cargo launch vehicles, conventional and strategic missiles, missile defense interceptors, small and micro-satellites, satellite components, structures and subsystems, lightweight space deployables and solar arrays, and provides engineering and technical services.  Other products include ordnance, such as decoy and illuminating flares.

The majority of ATK’s sales are recognized as costs are incurred. ATK’s customers pay ATK cash based on costs incurred and profit earned, upon achievement of program milestones, or upon delivery of the product.

ATK is dependent on funding levels of the U.S. Department of Defense (DoD) and NASA. The U.S. defense industry has experienced significant changes over the years. ATK management believes that the key to ATK’s continued success is to focus on performance, innovation,  simplicity, and affordability, and that ATK’s future lies in being a leading provider of advanced weapon and space systems. ATK is positioning itself where management believes there will be continued strong defense funding, even as pressures mount on procurement and research and development accounts. ATK will concentrate on developing systems that will extend the life and improve the capability of existing platforms. ATK anticipates budget pressures will increasingly drive the life extension of platforms such as ships, aircrafts, and main battle tanks. ATK’s transformational weapons such as Excalibur, Advanced Anti-Radiation Guided Missiles, Precision Guidance Kit, and Mortar Guidance Kit are aimed squarely at this growing market. At the same time, ATK believes it is on the leading edge of technologies essential to “generation after next” weapons and platforms - advanced sensor/seeker integration, directed energy, weapon data links, high-speed, long-range projectiles, thermal-resistant materials, reactive materials, and scramjet engines are examples.

Critical Accounting Policies

ATK’s significant accounting policies are described in Note 1 to the consolidated financial statements included in ATK’s Annual Report on Form 10-K for the year ended March 31, 2009 (fiscal 2009). The accounting policies used in preparing ATK’s interim fiscal 2010 consolidated financial statements are the same as those described in ATK’s Annual Report, except as described in this report in Note 2, New Accounting Pronouncements, to the unaudited condensed consolidated financial statements.

In preparing the consolidated financial statements, ATK follows accounting principles generally accepted in the United States. The preparation of these financial statements requires ATK to make estimates and judgments that affect the reported amounts of assets, liabilities, sales, expenses, and related disclosure of contingent assets and liabilities. ATK re-evaluates its estimates on an on-going basis. ATK’s estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

ATK believes its critical accounting policies are those related to:

·revenue recognition,

·environmental remediation and compliance,

·employee benefit plans,

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·income taxes,

·acquisitions, and

·accounting for goodwill.

More information on these policies can be found in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of ATK’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009.

Results of Operations

Acquisitions

There were no material acquisitions during the quarter ended July 5, 2009.

On March 31, 2009, ATK acquired Eagle Industries (Eagle), a leading manufacturer of high-quality, individual operational nylon gear and equipment for military, homeland security, and law enforcement agencies for $63,000 net of cash acquired, subject to purchase price adjustments expected to be settled in fiscal 2010.  Eagle manufactures more than 5,000 products which include tactical assault vests, load-bearing equipment, weapon transporting gear, holsters, personal gear carriers, and other high quality accessories.   ATK believes that the acquisition provides an opportunity to expand its position in the domestic and international tactical accessories markets serving military and law enforcement customers.  Headquartered in Fenton, Missouri, Eagle employs approximately 1,650 employees and is included in ATK Armament Systems.  The purchase price allocation has not yet been completed pending final valuation of certain acquired assets and liabilities.  At July 5, 2009 and March 31, 2009, substantially all of the purchase price was recorded as goodwill.  The final purchase price allocation could be significantly different than the estimate currently recorded.  A portion of the goodwill generated in this acquisition will be deductible for tax purposes.

ATK used the purchase method of accounting to account for this acquisition and, accordingly, the results of Eagle are included in ATK’s consolidated financial statements at the date of acquisition.  The purchase price for the acquisition will be allocated to the acquired assets and liabilities based on estimated fair value.  Pro forma information on the results of operations for fiscal 2009 as if the acquisition had occurred at the beginning of fiscal 2009 is not being presented because the acquisition is not material to ATK for that purpose.

Sales

The military small-caliber ammunition contract, which is reported within ATK Armament Systems, contributed approximately 10% and 13% of total external sales during the quarter ended July 5, 2009 and June 29, 2008, respectively.

The following is a summary of each operating segment’s external sales:

	Quarters Ended
	July 5, 2009		June 29, 2008		$ Change			% Change
ATK Armament Systems	$	552,415	$	441,574	$	110,841		25.1	%
ATK Mission Systems	292,551		276,503		16,048			5.8	%
ATK Space Systems	364,168		406,788		(42,620		)	(10.0	)%
Total sales	$	1,209,134	$	1,124,865	$	84,269		7.5	%

The increase in sales was due to organic growth as well as the acquisition of Eagle late in the fourth quarter of fiscal 2009, as discussed above, which is reported within ATK Armament Systems.

ATK Armament Systems.  The increase in sales was driven by:

·a $65,500 increase in commercial products due to an increase in volume of law enforcement, international, and commercial sales,

·an increase of $38,000 for the Non-Standard Ammunition Program,

·an increase of $20,400 in energetic systems at the Radford Army Ammunition Plant relating to modernization project sales and increased sales of propellant for rocket systems, and

·a $13,200 increase resulting from the March 31, 2009 acquisition of Eagle (now Tactical Systems).

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These increases were partially offset by a $23,300 decrease in integrated weapon systems (formerly medium-caliber ammunition) which was driven by timing of sales on ammunitions programs.

ATK Mission Systems.  The increase in sales was driven by:

·a $16,700 increase in commercial aircraft  structures relating primarily to a new commercial aircraft program,

·an $11,600 increase in missiles, specifically relating to the new Multi-Stage Supersonic Target (MSST) program and initial low-rate production on the Advanced Anti-Radiation Guided Missile (AARGM) program, and

·a new composite rotor tubes program for United States Enrichment Corporation for use as part of its American Centrifuge Program which added sales of $10,400 (program suspended in July 2009).

These increases were partially offset by:

·a $13,900 decrease in defense electronics due to the timing of AAR-47 Missile Warning System sales, and

·completion of a missionization program in fiscal 2009 which resulted in $8,500 fewer sales within aircraft integration.

ATK Space Systems.  The decrease in sales was driven by a $54,400 decrease in Minuteman volume as the contract nears successful completion, which was partially offset by a $16,000 increase in space structures and components due to increased volume and improved performance across numerous programs.

Gross Profit

	Quarters Ended
	July 5, 2009		As a % of Sales		June 29, 2008		As a % of Sales		Change
Gross profit	$	259,845	21.5	%	$	219,272	19.5	%	$	40,573

The increase in gross profit was consistent with the increase in sales improved performance across numerous programs over the prior year period within ATK Space Systems.

Operating Expenses

	Quarters Ended
	July 5, 2009		As a % of Sales		June 29, 2008		As a % of Sales		Change
Research and development	$	15,378	1.3	%	$	21,721	1.9	%	$	(6,343	)
Selling	45,094		3.7	%	38,687		3.4	%	6,407
General and administrative	68,001		5.6	%	50,532		4.5	%	17,469
Total	$	128,473	10.6	%	$	110,940	9.8	%	$	17,533

Operating expenses increased primarily due to higher general and administrative expenses resulting from several non-material items including the Eagle acquisition, an increase in the bad debt allowance, pension expense, and numerous other items.  Selling expenses also increased consistent with higher sales within ATK Armament Systems. These increases were partially offset by a decrease in research and development costs which were higher in the prior year comparable period due to costs associated with space launch vehicles.

Income before Interest, Income Taxes, and Noncontrolling Interest

	Quarters Ended
	July 5, 2009			June 29, 2008			Change
ATK Armament Systems	$	61,215		$	44,160		$	17,055
ATK Mission Systems	33,251			32,834			417
ATK Space Systems	41,123			36,242			4,881
Corporate	(4,217		)	(4,904		)	687
Total	$	131,372		$	108,332		$	23,040

The increase in income before interest, income taxes, and noncontrolling interest was due to higher sales partially offset by increased pension expense, as well as program-related changes within the operating segments as described below.

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ATK Armament Systems.  The increase primarily relates to higher overall sales along with improved margins in commercial products and medium-caliber ammunition programs.

ATK Mission Systems.  Results remained fairly consistent with the prior year period; however, the slight increase was primarily driven by higher sales.

ATK Space Systems.  The increase was primarily driven by improved performance in space structures and components compared to the prior year.  Additionally, the prior year results reflected higher research and development costs on space launch vehicles.  These items were partially offset by lower sales volume.

Corporate.  The net expense of Corporate primarily reflects expenses incurred for administrative functions that are performed centrally at the corporate headquarters and the elimination of intercompany profits.

Net Interest Expense

Net interest expense for the quarter ended July 5, 2009 was $20,849, a decrease of $1,334 compared to $22,183 in the comparable quarter of fiscal 2009 primarily due to a decrease in the average borrowing rate partially offset by an increase in the expense related to FASB Staff Position (FSP) APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1), as discussed below.

As discussed in Note 2, New Accounting Pronouncements, to the unaudited condensed consolidated financial statements, on April 1, 2009, ATK retrospectively adopted FSP APB 14-1. The provisions of this FSP apply to ATK’s $199,453 aggregate principal amount of 3.00% Convertible Notes due 2024, the $279,929 aggregate principal amount of 2.75% Convertible Notes due 2024, and the $300,000 aggregate principal amount of 2.75% Convertible Notes due 2011, discussed in Note 10, Long-Term Debt. The adoption resulted in an increase of $6,228 and $5,841 to non-cash interest expense the quarters ended July 5, 2009 and June 29, 2008, respectively.  The increase to fiscal 2005 through fiscal 2009 non-cash interest expense ranged from $9,300 to $23,800 per year.  The impact to fiscal 2010 non-cash interest expense is expected to be an increase of approximately $19,900 with a declining impact in future fiscal years.

Income Tax Provision

	Quarters Ended
	July 5, 2009		Effective Rate		June 29, 2008		Effective Rate		Change
Income tax provision	$	41,040	37.1	%	$	31,667	36.8	%	$	9,373

ATK’s provision for income taxes includes both federal and state income taxes.   Income tax provisions for interim periods are based on estimated effective annual income tax rates.

The income tax provisions for the quarters ended July 5, 2009 and June 29, 2008 represent effective tax rates of 37.1% and 36.8%, respectively.  The increase in the rate for the first quarter of fiscal 2010 from the prior year quarter is primarily due to an increase in discrete items which were partially offset by an increase in the benefit of the federal research and development tax credit and a decrease in the state tax rate.

The Internal Revenue Service is currently examining fiscal 2007 and 2008.  With few exceptions, ATK is no longer subject to U.S. federal, state and local, or international examinations by tax authorities prior to fiscal 2003.  ATK believes adequate provisions have been made for outstanding issues for all open years in all jurisdictions.

Although the timing and outcome of audit settlements are uncertain, it is reasonably possible that an $8,877 reduction of the uncertain tax benefits will occur in the next twelve months.  The settlement of these unrecognized tax benefits could result in earnings up to $7,555 based on current estimates.

Net Income

Net income for the quarter ended July 5, 2009 was $69,483, an increase of $15,001 compared to $54,482 in the comparable period of

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fiscal 2009. This increase was due to an increase of $40,573 in gross profit and a decrease in net interest expense of $1.334, partially offset by increases in operating expenses of $17,533 and income tax expense of $9,373.

Noncontrolling Interest

The noncontrolling interest (formerly minority interest) in each period represents the noncontrolling owners’ portion of the income of a joint venture in which ATK is the primary owner. This joint venture is consolidated into ATK’s financial statements.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

	Quarters Ended
	July 5, 2009			June 29, 2008			Change
Cash flows used for operating activities	$	(150,336	)	$	(77,513	)	$	(72,823	)
Cash flows used for investing activities	(30,912		)	(38,984		)	8,072
Cash flows (used for) provided by financing activities	(529		)	16,872			(17,401		)
Net cash flows	$	(181,777	)	$	(99,625	)	$	(82,152	)

Cash used for operating activities for the quarter ended July 5, 2009 totaled $150,336, compared to $77,513 used in the first quarter of the prior year.  The increase was primarily due to a $150,000 funding payment to the pension trust in fiscal 2010.  This increase was partially offset by a $41,642 decrease in cash used for working capital (defined as net receivables plus net inventories less accounts payable less contract advances and allowances), primarily resulting from the timing of collections.  In the current year, ATK also received a net income tax refund of $28,400 compared to a payment of $20,000 in the prior year period resulting in a benefit of $48,400, Additionally, ATK also had a $15,001 increase in net income over the prior year comparable period.

Cash used for investing activities totaled $30,912, a decrease of $8,072 compared to $38,984 used in the first quarter of the prior year primarily as a result of the a small acquisition for $7,511 during fiscal 2009 as well as additional proceeds from the sale of capital assets during the current year.  This decrease was partially offset by a slight increase in capital expenditures.

Cash used for financing activities totaled $529, a decrease of $17,401 compared to cash of $16,872 provided by financing activities in the first quarter of the prior year.  The decrease was driven by the absence of cash overdrafts of $10,598 due to timing of payments to vendors, payments of $3,438 on ATK’s Term A Loan due 2012, and a reduction in proceeds from employee stock compensation plans resulting from a reduction in stock options exercised.

ATK’s principal sources of liquidity continue to be its cash and cash equivalents on-hand, cash generated by operations and borrowings under its credit facility. Based on ATK’s current financial condition, management believes that ATK’s cash position, combined with anticipated generation of cash flows and the availability of funding, if needed, under ATK’s revolving credit facilities, as well as future sources of funding, including, additional bank financing and debt markets, will be adequate to fund future growth as well as to service ATK’s currently anticipated long-term debt and pension obligations, make capital expenditures, and fund any share repurchases over the next 12 months.   As discussed further below, at July 5, 2009, the Company’s $500,000 Revolving Credit Facility had no borrowings against it, and amounts available under the Facility (net of outstanding letters of credit) were $332,766.  Consistent with historical trends, ATK anticipates using the revolver from time to time during the first half of fiscal 2010 but expects to have any balance paid off by March 31, 2010 given that the Company’s cash flow is stronger in the second half of the year.  If the $279,929 aggregate principal amount of 2.75% Convertible Senior Subordinated Notes are put to (or called by) ATK in August 2009, the Company would expect to utilize the revolver to a greater extent than in the past; however, the Company  would still anticipate that the balance would be paid off by March 31, 2010.

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Benefit Plan Contributions

During the quarter ended July 5, 2009, ATK contributed $150,000 to the pension trust and $980 directly to retirees.  ATK also contributed $3,231 to its other postretirement benefit (PRB) plans.  ATK anticipates making additional contributions of $2,157 directly to retirees and $11,526 to its other PRB plans during the remainder of fiscal 2010. ATK is not required to make any minimum contributions to the pension trust during the remainder of 2010.

Debt

Long-term debt, including the current portion, consisted of the following:

	July 5, 2009		March 31, 2009
Senior Credit Facility dated March 29, 2007 (1):
Term A Loan due 2012	$	271,563	$	275,000
Revolving Credit Facility due 2012	—		—
2.75% Convertible Senior Subordinated Notes due 2011 (2) (3)	300,000		300,000
6.75% Senior Subordinated Notes due 2016	400,000		400,000
2.75% Convertible Senior Subordinated Notes due 2024 (5)	279,929		279,929
3.00% Convertible Senior Subordinated Notes due 2024 (4)	199,453		199,453
Principal amount of long-term debt	1,450,945		1,454,382
Less: Unamortized discounts	60,551		66,779
Carrying amount of long-term debt	1,390,394		1,387,603
Less: current portion	292,152		289,859
Carrying amount of long-term debt, excluding current portion	$	1,098,242	$	1,097,744

(1)Borrowings under the Senior Credit Facility bear interest at a rate equal to the sum of a base rate (currently equal to the bank’s prime rate) or a Eurodollar rate plus an applicable margin, which is based on ATK’s senior secured credit ratings. The weighted average interest rate for the Term A Loan was 1.19% at July 5, 2009. The annual commitment fee in effect on the unused portion of ATK’s Revolving Credit Facility was 0.20% at July 5, 2009.   As of July 5, 2009, ATK had no borrowings outstanding against its $500,000 revolving credit facility and had outstanding letters of credit of $167,234, which reduced amounts available on the revolving facility to $332,766. ATK’s weighted average interest rate on short-term borrowings was 5.00% during the quarter ended June 29, 2008.  ATK had no short-term borrowings during the quarter ended July 5, 2009.

(2)In fiscal 2007, ATK issued $300,000 aggregate principal amount of 2.75% Convertible Senior Subordinated Notes (the 2.75% Convertible Notes due 2011) that mature on September 15, 2011. Interest on these notes is payable on March 15 and September 15 of each year.  The contingently issuable shares increased the number of ATK’s diluted shares outstanding during the quarter ended June 29, 2008 by 317,726 shares because ATK’s average stock price exceeded the conversion price during that period.  There was no impact on the diluted shares outstanding for the quarter ended July 5, 2009 because ATK’s average stock price during the quarter was below the conversion price.

(3)In connection with the issuance of the 2.75% Convertible Notes due 2011, ATK purchased, at a cost of $50,850, call options (the Call Options) on its common stock. The Call Options, which become exercisable upon conversion of the related convertible notes, allow ATK to purchase approximately 3.1 million shares of ATK’s common stock and/or cash from the counterparty at an amount equal to the amount of common stock and/or cash related to the excess conversion value that ATK would pay to the holders of the related convertible notes upon conversion. In addition, ATK sold warrants (the Warrants) to issue approximately 3.3 million shares of ATK’s common stock at an exercise price of $116.75 per share. The proceeds from the sale of the Warrants totaled $23,220.  In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133), and Emerging Issues Task Force (EITF) Issue No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, ATK recorded the net cost of the Call Options and the Warrants of $27,630 in additional paid-in-capital and will not recognize any changes in the fair value of the instruments. On a combined basis, the Call Options and the Warrants are intended to reduce the potential dilution of ATK’s common stock in the event that the 2.75% Convertible Notes due 2011 are converted by effectively increasing the conversion price of these notes from $96.51 to $116.75. The Call Options are anti-dilutive and are therefore excluded from the calculation of diluted shares outstanding.  The Warrants will result in additional diluted shares outstanding if ATK’s average common stock price exceeds $116.75.

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(4)In fiscal 2005, ATK issued $200,000 aggregate principal amount of 3.00% Convertible Senior Subordinated Notes (the 3.00% Convertible Notes) that mature on August 15, 2024. Interest on these notes is payable on February 15 and August 15 of each year. Under select conditions, ATK will pay contingent interest on these notes, which is treated as an embedded derivative under SFAS No. 133; the fair value of this feature was insignificant at July 5, 2009 and March 31, 2009.    ATK may redeem some or all of these notes in cash, for 100% of the principal amount plus any accrued but unpaid interest, at any time on or after August 20, 2014. Holders of these notes may require ATK to repurchase in cash, for 100% of the principal amount plus any accrued but unpaid interest, some or all of these notes on August 15, 2014 and August 15, 2019. Under specified conditions, holders may also convert their 3.00% Convertible Notes at a conversion rate of 12.5392 shares of ATK’s common stock per $1 principal amount of 3.00% Convertible Notes (a conversion price of $79.75 per share).  The stock price condition was met during fiscal 2009 and $547 of these notes were converted in fiscal 2009.  The stock price condition was not satisfied during the quarter ended July 5, 2009, therefore the remaining principal amount of $199,453 as of July 5, 2009 was classified as long-term.  These contingently issuable shares increased the number of ATK’s diluted shares outstanding during the quarters ended July 5, 2009 and June 29, 2008 by 61,482 and 647,317, respectively, because ATK’s average stock price exceeded the conversion price during those periods.

(5)In fiscal 2004, ATK issued $280,000 aggregate principal amount of 2.75% Convertible Senior Subordinated Notes (the 2.75% Convertible Notes due 2024) that mature on February 15, 2024. Interest on these notes is payable on February 15 and August 15 of each year. Under select conditions, ATK will pay contingent interest on these notes, which is treated as an embedded derivative under SFAS No. 133; the fair value of this feature was insignificant at July 5, 2009 and March 31, 2009.  ATK may redeem some or all of these notes in cash, for 100% of the principal amount plus any accrued but unpaid interest, at any time on or after August 20, 2009. Holders of these notes may require ATK to repurchase in cash, for 100% of the principal amount plus any accrued but unpaid interest, some or all of these notes on August 15, 2009, February 15, 2014, or February 15, 2019.  On July 20, 2009, ATK notified holders of these notes that they have the right to surrender their notes for repurchase from that date until August 14, 2009.  Further information on this optional redemption can be found within the Schedule TO that ATK filed with the SEC on July 20, 2009.  Under specified conditions, holders may convert their 2.75% Convertible notes at a rate of 12.5843 shares of ATK’s common stock per $1 principal amount (a conversion price of $79.46 per share).  The stock price condition was met in fiscal 2009 and $71 of these notes were converted in fiscal 2009.  The stock price condition was not satisfied during the quarter ended July 5, 2009.  Because the remaining notes can be put to ATK at the option of each holder in August 2009, the remaining principal amount of $279,929 is classified as current as of July 5, 2009.  These contingently issuable shares increased the number of ATK’s diluted shares outstanding during the quarters ended July 5, 2009 and June 29, 2008 by 98,915 and 918,872, respectively, because ATK’s average stock price exceeded the conversion price during those periods.

See Note 9 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2009 for additional information regarding the terms and conditions of the Company’s outstanding debt agreements.

The scheduled minimum payments on outstanding long-term debt are as follows:

Remainder of fiscal 2010	$	290,242
Fiscal 2011	13,750
Fiscal 2012	547,500
Fiscal 2013	—
Fiscal 2014	—
Thereafter	599,453
Total payments	$	1,450,945

Although the 2.75% Convertible Notes due 2024 do not contractually mature until 2024, these notes  are classified as current in the consolidated balance sheet and within the “Fiscal 2010” category above because the notes can be put to ATK at the option of each holder in August 2009.

ATK’s total debt (current portion of debt and long-term debt) as a percentage of total capitalization (total debt and stockholders’ equity) was 65% as of July 5, 2009 and 67% as of March 31, 2009.

ATK’s Senior Credit Facility and the indentures governing the 6.75% Notes, the 2.75% Convertible Notes due 2011, the 2.75% Convertible Notes due 2024, and the 3.00% Convertible Notes impose restrictions on ATK, including limitations on its ability to incur

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additional debt, enter into capital leases, grant liens, pay dividends and make certain other payments, sell assets, or merge or consolidate with or into another entity. In addition, the Senior Credit Facility limits ATK’s ability to enter into sale-and-leaseback transactions. The Senior Credit Facility also requires that ATK meet and maintain specified financial ratios, including a minimum interest coverage ratio and a maximum consolidated leverage ratio. ATK’s ability to comply with these covenants and to meet and maintain the financial ratios may be affected by events beyond its control. Borrowings under the Senior Credit Facility are subject to compliance with these covenants. As of July 5, 2009, ATK was in compliance with the covenants.

Net cash paid for interest totaled $1,071 in the quarter ended July 5, 2009 and $3,460 in the quarter ended June 29, 2008.

As of July 5, 2009, Moody’s Investors Service (Moody’s) had assigned ATK an issuer rating of Ba3, Standard & Poor’s Ratings Services (S&P) had assigned ATK a BB corporate credit rating, and Fitch Ratings (Fitch) had assigned ATK an issuer rating of BB.

ATK has limited payment requirements under the Senior Credit Facility over the next two years. ATK’s other debt service requirements consist principally of interest expense on its long-term debt.  As discussed above, additional cash may be required to repurchase or convert any or all of the convertible notes under certain circumstances. ATK’s short-term cash requirements for operations are expected to consist mainly of capital expenditures to maintain and expand production facilities and working capital requirements.

Commodity Forward Contracts

ATK periodically uses derivatives to hedge certain commodity price risks.  ATK entered into forward contracts for copper and zinc during the quarter ended July 5, 2009 and for lead during the quarter ended June 29, 2008.  The contracts essentially establish a fixed price for the underlying commodity and are designated and qualify as effective cash flow hedges of purchases of the commodity. Ineffectiveness is calculated as the amount by which the change in the fair value of the derivatives exceeds the change in the fair value of the anticipated commodity purchases.  The fair value of these contracts is recorded as a current or long-term asset or liability and the effective portion is reflected in accumulated OCI in the financial statements.  The gains or losses on these contracts are recorded in inventory as the commodities are purchased. The following table summarizes the pre-tax activity in OCI related to these forward contracts:

	Quarter Ended July 5, 2009		Quarter Ended June 29, 2008
Beginning of period unrealized gain (loss) in accumulated OCI	$	—	$	—
Increase (decrease) in fair value of derivatives	7,162		(1,203		)
Losses reclassified from OCI, increasing the price paid to suppliers	—		—
End of period unrealized gain (loss) in accumulated OCI	$	7,162	$	(1,203	)

The amount of ineffectiveness recognized in earnings for these contracts was $0 during fiscal the quarters ended July 5, 2009 and June 29, 2008.  ATK expects that any unrealized losses will be realized and reported in cost of sales during the next 12 months as the cost of the commodities is included in cost of sales. Estimated and actual gains or losses will change as market prices change.

Other Contractual Obligations and Commitments

There have been no material changes with respect to the contractual obligations and commitments or off-balance sheet arrangements described in ATK’s Annual Report on Form 10-K for fiscal 2009.

Contingencies

Litigation.  From time to time, ATK is subject to various legal proceedings, including lawsuits, which arise out of, and are incidental to, the conduct of ATK’s business. ATK does not consider any of such proceedings that are currently pending, individually or in the aggregate, to be material to its business or likely to result in a material adverse effect on its operating results, financial condition, or cash flows.

On or about April 10, 2006, a former ATK employee filed a qui tam complaint in federal court in Utah alleging that ATK knowingly submitted claims for payment to the U.S. government for defective LUU series illuminating flares that failed to conform to certain safety specifications and falsely certified compliance with those specifications.  The lawsuit was initially filed under seal.  ATK was first informed of the lawsuit by the United States Department of Justice (DOJ) on March 13, 2007.  Thereafter, the DOJ intervened in the qui tam action and filed an amended complaint on November 2, 2007.  On May 29, 2008, ATK filed its answer to the complaint.  The

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DOJ subsequently filed a motion to strike the affirmative defenses set forth in ATK’s answer.  On July 14, 2008, ATK filed its opposition to the motion to strike.  On October 16, 2008, the court granted the motion in part and denied it in part.  Discovery is underway in the case.

ATK denies any allegations of improper conduct.  Based on what is known to ATK about the subject matter of the complaint, ATK does not believe that it has violated any law or regulation and believes it has valid defenses to all allegations of improper conduct.  Although it is not possible at this time to predict the outcome of the litigation, ATK believes, based on all available information, that the outcome will not have a material adverse effect on its operating results, financial condition or cash flows.  Some potential, however, does remain for an adverse judgment that could be material to ATK’s financial position, results of operations, or cash flows.  As a result of the uncertainty regarding the outcome of this matter, no provision has been made in the financial statements with respect to this contingent liability.

U.S. Government Investigations.   ATK is also subject to U.S. Government investigations from which civil, criminal, or administrative proceedings could result. Such proceedings could involve claims by the U.S. Government for fines, penalties, compensatory and treble damages, restitution, and/or forfeitures. Under government regulations, a company, or one or more of its operating divisions or subdivisions, can also be suspended or debarred from government contracts, or lose its export privileges, based on the results of investigations. ATK believes, based upon all available information, that the outcome of any such pending government investigations will not have a material adverse effect on its operating results, financial condition, or cash flows.

Environmental Liabilities.  ATK’s operations and ownership or use of real property are subject to a number of federal, state, and local environmental laws and regulations, including those for discharge of hazardous materials, remediation of contaminated sites, and restoration of damage to the environment. At certain sites that ATK owns or operates or formerly owned or operated, there is known or potential contamination that ATK is required to investigate or remediate. ATK could incur substantial costs, including remediation costs, resource restoration costs, fines, and penalties, or third-party property damage or personal injury claims, as a result of liabilities associated with past practices or violations of environmental laws or non-compliance with environmental permits.

The liability for environmental remediation represents management’s best estimate of the present value of the probable and reasonably estimable costs related to known remediation obligations. The receivable represents the present value of the amount that ATK expects to recover, as discussed below. Both the liability and receivable have been discounted to reflect the present value of the expected future cash flows, using a discount rate, net of estimated inflation, of 2.50% and 1.75% as of July 5, 2009 and March 31, 2009, respectively. ATK’s discount rate is calculated using the 20-year Treasury constant maturities rate, net of an estimated inflationary factor of 1.9%, rounded to the nearest quarter percent.  The following is a summary of the amounts recorded for environmental remediation:

	July 5, 2009						March 31, 2009
	Liability			Receivable			Liability			Receivable
Amounts (payable) receivable	$	(62,888	)	$	38,092		$	(62,080	)	$	37,104
Unamortized discount	8,310			(4,243		)	5,798			(2,900		)
Present value amounts (payable) receivable	$	(54,577	)	$	33,849		$	(56,282	)	$	34,204

As of July 5, 2009, the estimated discounted range of reasonably possible costs of environmental remediation was $54,577 to $85,360.

ATK expects that a portion of its environmental compliance and remediation costs will be recoverable under U.S. Government contracts. Some of the remediation costs that are not recoverable from the U.S. Government that are associated with facilities purchased in a business acquisition may be covered by various indemnification agreements, as described below.

·As part of its acquisition of the Hercules Aerospace Company in fiscal 1995, ATK assumed responsibility for environmental compliance at the facilities acquired from Hercules (the Hercules Facilities). ATK believes that a portion of the compliance and remediation costs associated with the Hercules Facilities will be recoverable under U.S. Government contracts, and that those environmental remediation costs not recoverable under these contracts will be covered by Hercules Incorporated, a subsidiary of Ashland Inc., (Hercules) under environmental agreements entered into in connection with the Hercules acquisition. Under these agreements, Hercules has agreed to indemnify ATK for environmental conditions relating to releases or hazardous waste activities occurring prior to ATK’s purchase of the Hercules Facilities; fines relating to pre-acquisition environmental compliance; and environmental claims arising out of breaches of Hercules’s representations and warranties. Hercules is not required to indemnify ATK for any individual claims below $50. Hercules is obligated to indemnify ATK for the lowest cost response of remediation required at the facility that is acceptable to the applicable regulatory agencies. ATK is not responsible

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for conducting any remedial activities with respect to the Kenvil, NJ facility or the Clearwater, FL facility. In accordance with its agreement with Hercules, ATK notified Hercules of all known contamination on non-federal lands on or before March 31, 2000 and on federal lands on or before March 31, 2005.

·ATK generally assumed responsibility for environmental compliance at the Thiokol Facilities acquired from Alcoa Inc. in fiscal 2002. While ATK expects that a portion of the compliance and remediation costs associated with the acquired Thiokol Facilities will be recoverable under U.S. Government contracts, ATK has recorded an accrual to cover those environmental remediation costs at these facilities that will not be recovered through U.S. Government contracts. In accordance with its agreement with Alcoa, ATK notified Alcoa of all known environmental remediation issues as of January 30, 2004. Of these known issues, ATK is responsible for any costs not recovered through U.S. Government contracts at Thiokol Facilities up to $29,000, ATK and Alcoa have agreed to split evenly any amounts between $29,000 and $49,000, and ATK is responsible for any payments in excess of $49,000.

·With respect to the commercial products business’ facilities purchased from Blount in fiscal 2002, Blount has agreed to indemnify ATK for certain compliance and remediation liabilities, to the extent those liabilities are related to pre-closing environmental conditions at or related to these facilities. Some other remediation costs are expected to be paid directly by a third party pursuant to an existing indemnification agreement with Blount. Blount’s indemnification obligations relating to environmental matters, which extended through December 7, 2006, are capped at $30,000, less any other indemnification payments made for breaches of representations and warranties. The third party’s obligations, which extended through November 4, 2007, are capped at approximately $125,000, less payments previously made.

ATK cannot ensure that the U.S. Government, Hercules, Alcoa, Blount, or other third parties will reimburse it for any particular environmental costs or reimburse ATK in a timely manner or that any claims for indemnification will not be disputed. U.S. Government reimbursements for cleanups are financed out of a particular agency’s operating budget and the ability of a particular governmental agency to make timely reimbursements for cleanup costs will be subject to national budgetary constraints. ATK’s failure to obtain full or timely reimbursement from the U.S. Government, Hercules, Alcoa, Blount, or other third parties could have a material adverse effect on its operating results, financial condition, or cash flows. While ATK has environmental management programs in place to mitigate these risks, and environmental laws and regulations have not had a material adverse effect on ATK’s operating results, financial condition, or cash flows in the past, it is difficult to predict whether they will have a material impact in the future.

Other Contingencies.  ATK is also subject to a number of other potential risks and contingencies.  These risks and contingencies are described in Item 1A of ATK’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009 and in Item 1A of this Form 10-Q for the quarter ended July 5, 2009.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 2 to the unaudited condensed consolidated financial statements in Item 1 of this report.

INFLATION AND COMMODITY PRICE RISK

In management’s opinion, inflation has not had a significant impact upon the results of ATK’s operations. The selling prices under contracts, the majority of which are long term, generally include estimated costs to be incurred in future periods. These cost projections can generally be negotiated into new buys under fixed-price government contracts, while actual cost increases are recoverable on cost-type contracts.

ATK, however, has been impacted by increases in the prices of raw materials used in production as well as rising oil and energy costs. In particular, the prices of commodity metals, such as lead, steel, zinc, and copper, continue to be volatile. These prices generally impact our small-caliber ammunition business.

With respect to ATK’s commercial products business, ATK has improved manufacturing efficiencies and has initiated price increases to mitigate the impact of increased commodity costs. ATK will continue to evaluate the need for future price changes in light of these trends, ATK’s competitive landscape, and its financial results. If commodity costs continue to change, and if ATK is unable to offset these changes with ongoing manufacturing efficiencies and price changes, ATK’s future results from operations and cash flows would be materially impacted.

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With respect to ATK’s firm fixed-price contract to supply the DoD’s small-caliber ammunition needs through April 1, 2010, ATK has purchase orders in place for the copper to be used in this contract.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See discussion within Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, in the section titled “Inflation and Commodity Price Risk”.

There have been no material changes in ATK’s market risk during the quarter ended July 5, 2009. For additional information, refer to Item 7A of ATK’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of July 5, 2009, ATK’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of ATK’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) and have concluded that ATK’s disclosure controls and procedures are effective to ensure that information required to be disclosed by ATK in reports that ATK files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports ATK files or submits is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the quarter ended July 5, 2009, there were no changes in ATK’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, ATK’s internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time, ATK is subject to various legal proceedings, including lawsuits, which arise out of, and are incidental to, the conduct of ATK’s business. ATK does not consider any of such proceedings that are currently pending, individually or in the aggregate, to be material to its business or likely to result in a material adverse effect on its future operating results, financial condition, or cash flows.

On or about April 10, 2006, a former ATK employee filed a qui tam complaint in federal court in Utah alleging that ATK knowingly submitted claims for payment to the U.S. government for defective LUU series illuminating flares that failed to conform to certain safety specifications and falsely certified compliance with those specifications.  The lawsuit was initially filed under seal.  ATK was first informed of the lawsuit by the United States Department of Justice (DOJ) on March 13, 2007.  Thereafter, the DOJ intervened in the qui tam action and filed an amended complaint on November 2, 2007.  On May 29, 2008, ATK filed its answer to the complaint.  The DOJ subsequently filed a motion to strike the affirmative defenses set forth in ATK’s answer.  On July 14, 2008, ATK filed its opposition to the motion to strike.  On October 16, 2008, the court granted the motion in part and denied it in part.  Discovery is underway in the case.

ATK denies any allegations of improper conduct.  Based on what is known to ATK about the subject matter of the complaint, ATK does not believe that it has violated any law or regulation and believes it has valid defenses to all allegations of improper conduct.  Although it is not possible at this time to predict the outcome of the litigation, ATK believes, based on all available information, that the outcome will not have a material adverse effect on its operating results, financial condition or cash flows.  Some potential, however, does remain for an adverse judgment that could be material to ATK’s financial position, results of operations, or cash flows.  As a result of the uncertainty regarding the outcome of this matter, no provision has been made in the financial statements with respect to this contingent liability.

ATK is also subject to U.S. Government investigations from which civil, criminal, or administrative proceedings could result. Such proceedings could involve claims by the U.S. Government for fines, penalties, compensatory and treble damages, restitution, and/or forfeitures. Under government regulations, a company, or one or more of its operating divisions or subdivisions, can also be suspended or debarred from government contracts, or lose its export privileges, based on the results of investigations. ATK believes, based upon all available information, that the outcome of any such pending government investigations will not have a material adverse effect on its operating results, financial condition, or cash flows.

The description of certain environmental matters contained in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Contingencies,” is incorporated herein by reference.

ITEM 1A.  RISK FACTORS

While ATK attempts to identify, manage and mitigate risks and uncertainties associated with its business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. The risk factors disclosed in Item 1A of Part I of ATK’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009 constitute all known material risks associated with its business. These risks have the potential to materially affect ATK’s business, financial condition, results of operations, cash flows, projected results, and future prospects.  ATK does not believe that there have been any material changes to the risk factors previously disclosed in the fiscal 2009 Form 10-K.

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ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number of Shares that May Yet Be Purchased Under the Program (2)
April 1 — May 3	130	$	72.23	—
May 4 — May 31	39,223	85.30		—
June 1 — July 5, 2009	714	85.17		—
Fiscal quarter ended July 5, 2009	40,067	$	85.26	—	4,700,044

(1)All of the shares purchased represent shares withheld to pay taxes upon vesting of restricted stock or payment of performance shares earned, which shares were issued under ATK’s stock-based incentive compensation plans.

(2)  On August 5, 2008, ATK’s Board authorized the repurchase of 5 million shares.  The Board has currently determined that the repurchase program will serve primarily to offset dilution from the Company’s employee and director benefit compensation programs, but it may also be used for other corporate purposes, as determined by the Board.  During fiscal 2009, ATK repurchased 299,956 shares for $31.6 million.  During the quarter ended July 5, 2009, ATK repurchased no additional shares.  As of July 5, 2009, there were 4,700,044 remaining shares authorized to be repurchased.

The discussion of limitations upon the payment of dividends as a result of the indentures governing ATK’s debt instruments as discussed in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Debt,” is incorporated herein by reference.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

36

ExhibitNumber	Description of Exhibit (and document from which incorporated by reference, if applicable)
10.1	Amended and Restated Credit Agreement, dated as of March 29, 2007, among the Registrant; the Lenders named therein; Bank of America, N.A., as Administrative Agent; Calyon, New York Branch, as Syndication Agent; Royal Bank of Scotland and U.S. Bank National Association, as Co-Documentation Agents; Banc of America Securities LLC (BAS) and Calyon, New York Branch, as Joint Lead Arrangers; and BAS, as Sole Bookrunning Manager.
31.1	Rule 13a-14(a) Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Rule 13a-14(a) Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

37

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		ALLIANT TECHSYSTEMS INC.
Date: August 13, 2009	By:	/s/ John L. Shroyer
	Name:	John L. Shroyer
	Title:	Senior Vice President and Chief Financial Officer
		(On behalf of the Registrant and as principal financial and accounting officer)

38

EX-10.1

Exhibit 10.1

Published CUSIP Number 01881CAA3

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of March 29, 2007

among

ALLIANT TECHSYSTEMS INC.,

as the Borrower,

BANK OF AMERICA, N.A.,

as Administrative Agent

and

The Lenders Party Hereto

CALYON, NEW YORK BRANCH,

as Syndication Agent

ROYAL BANK OF SCOTLAND

U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agents

BANC OF AMERICA SECURITIES LLC

CALYON, NEW YORK BRANCH,

as Joint Lead Arrangers

BANC OF AMERICA SECURITIES LLC,

as Sole Bookrunning Manager

***

TABLE OF CONTENTS

Section		Page
	ARTICLE I
	DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms	2
1.02	Other Interpretive Provisions	34
1.03	Accounting Terms	34
1.04	Rounding	35
1.05	References to Agreements and Laws	35
1.06	Times of Day	35
1.07	Letter of Credit Amounts	35
1.08	Currency Equivalents Generally	35
	ARTICLE II
	THE COMMITMENTS AND CREDIT EXTENSIONS
2.01	The Loans	36
2.02	Borrowings, Conversions and Continuations of Loans	37
2.03	Letters of Credit	38
2.04	Swing Line Loans	48
2.05	Prepayments	50
2.06	Termination or Reduction of Commitments	52
2.07	Repayment of Loans	53
2.08	Interest	54
2.09	Fees	55
2.10	Computation of Interest and Fees	55
2.11	Evidence of Indebtedness	56
2.12	Payments Generally	56
2.13	Sharing of Payments	58
2.14	Increase in Revolving Commitments	59
2.15	Increase in Term Loan Commitments	60
	ARTICLE III
	TAXES, YIELD PROTECTION AND ILLEGALITY
3.01	Taxes	62
3.02	Illegality	63
3.03	Inability to Determine Rates	64
3.04	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans	64
3.05	Compensation for Losses	65
3.06	Matters Applicable to all Requests for Compensation	66
3.07	Survival	66

	ARTICLE IV
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01	Conditions of Restatement	66
4.02	Conditions to all Credit Extensions	71
	ARTICLE V
	REPRESENTATIONS AND WARRANTIES
5.01	Existence, Qualification and Power; Compliance with Laws	71
5.02	Authorization; No Contravention	72
5.03	Governmental Authorization; Other Consents	72
5.04	Binding Effect	72
5.05	Financial Statements; No Material Adverse Effect	73
5.06	Litigation	73
5.07	No Default	73
5.08	Ownership of Property; Liens; Investments	74
5.09	Environmental Matters	74
5.10	Insurance	75
5.11	Taxes	75
5.12	ERISA Compliance	75
5.13	Subsidiaries; Equity Interests	76
5.14	Margin Regulations; Investment Company Act	77
5.15	Disclosure	77
5.16	Compliance with Laws	77
5.17	Intellectual Property; Licenses, Etc	77
5.18	Solvency	78
5.19	Casualty, Etc	78
5.20	Perfection, Etc	78
5.21	Designated Senior Indebtedness	78
5.22	Loan Parties Consolidated Assets	78
	ARTICLE VI
	AFFIRMATIVE COVENANTS
6.01	Financial Statements	79
6.02	Certificates; Other Information	79
6.03	Notices	82
6.04	Payment of Obligations	83
6.05	Preservation of Existence, Etc	83
6.06	Maintenance of Properties	83
6.07	Maintenance of Insurance	83
6.08	Compliance with Laws	84
6.09	Books and Records	84
6.10	Inspection Rights	84
6.11	Use of Proceeds	84
6.12	Covenant to Guarantee Obligations and Give Security	84

ii

6.13	Further Assurances	86
6.14	Material Contracts	87
6.15	Conditions Subsequent to the Restatement Closing Date	87
6.16	Assignable Government Contract Claims	87
6.17	Preparation of Environmental Reports	87
	ARTICLE VII
	NEGATIVE COVENANTS
7.01	Liens	88
7.02	Indebtedness	90
7.03	Investments	92
7.04	Fundamental Changes	94
7.05	Dispositions	95
7.06	Restricted Payments	96
7.07	Change in Nature of Business	97
7.08	Transactions with Affiliates	97
7.09	Burdensome Agreements	97
7.10	Financial Covenants	98
7.11	Loan Parties Consolidated Assets	98
7.12	Amendments of Organization Documents	98
7.13	Accounting Changes	99
7.14	Prepayments, Etc. of Indebtedness	99
7.15	Amendment, Etc. of Related Documents	99
7.16	Speculative Transactions	99
7.17	Material Contracts	99
7.18	No Other Designated Senior Indebtedness	99
	ARTICLE VIII
	EVENTS OF DEFAULT AND REMEDIES
8.01	Events of Default	100
8.02	Remedies upon Event of Default	102
8.03	Application of Funds	102
	ARTICLE IX
	ADMINISTRATIVE AGENT AND OTHER AGENTS
9.01	Appointment and Authorization of Agents	103
9.02	Delegation of Duties	104
9.03	Liability of Agents	104
9.04	Reliance by Agents	105
9.05	Notice of Default	105
9.06	Credit Decision; Disclosure of Information by Agents	106
9.07	Indemnification of Agents	106
9.08	Agents in their Individual Capacities	107
9.09	Successor Agents	107

iii

9.10	Administrative Agent May File Proofs of Claim	108
9.11	Collateral and Guaranty Matters	109
9.12	Other Agents; Arrangers and Managers	109
	ARTICLE X
	MISCELLANEOUS
10.01	Amendments, Etc	109
10.02	Notices and Other Communications; Facsimile Copies	111
10.03	No Waiver; Cumulative Remedies	112
10.04	Attorney Costs, Expenses and Taxes	113
10.05	Indemnification by the Borrower	113
10.06	Payments Set Aside	114
10.07	Successors and Assigns	114
10.08	Confidentiality	118
10.09	Setoff	119
10.10	Interest Rate Limitation	120
10.11	Counterparts	120
10.12	Integration	120
10.13	Survival of Representations and Warranties	120
10.14	Severability	121
10.15	Tax Forms	121
10.16	No Advisory or Fiduciary Responsibility	123
10.17	Replacement of Lenders	123
10.18	Governing Law	124
10.19	Waiver of Right to Trial by Jury	124
10.20	Binding Effect	124
10.21	USA PATRIOT Act Notice	125
SIGNATURES		S-1

iv

SCHEDULES
I	Guarantors
1.01	Existing Letters of Credit
2.01	Commitments and Pro Rata Shares
5.03	Certain Authorizations
5.05	Material Debt and Liabilities
5.08(c)	Owned Real Property
5.09(c)	Treatment, Storage and Disposal Facilities
5.13	Subsidiaries and Other Equity Investments
7.01(b)	Existing Liens
7.02(e)	Existing Indebtedness
7.03(d)	Existing Investments
10.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS
Form of
A	Committed Loan Notice
B	Swing Line Loan Notice
C-1	Term Note
C-2	Revolving Credit Note
D	Compliance Certificate
E	Assignment and Assumption
F	Guaranty
G	Security Agreement
H	Mortgage
I	Solvency Certificate
J-1	Opinion Matters – Counsel to Loan Parties
J-2	Opinion Matters – Local Counsel to Loan Parties
J-3	Opinion Matters – General Counsel to Borrower
K	Incremental Term Facility Supplement
L	Joinder Agreement

v

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of March 29, 2007, among Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), the Swing Line Lender (as hereinafter defined) party hereto, each L/C Issuer (as hereinafter defined) party hereto, BANK OF AMERICA, N.A., as Administrative Agent (as hereinafter defined), CALYON, NEW YORK BRANCH (“Calyon”), as Syndication Agent (as hereinafter defined), ROYAL BANK OF SCOTLAND and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, BANC OF AMERICA SECURITIES LLC (“BAS”) and CALYON, as Joint Lead Arrangers, and BAS, as Sole Bookrunning Manager.

PRELIMINARY STATEMENTS:

The Borrower and certain of its Subsidiaries (as hereinafter defined) have entered into the Credit Agreement, dated as of March 31, 2004, as amended by Amendment No. 1 dated as of May 5, 2005 (the “Existing Credit Agreement”) with Bank of America, as administrative agent, with the lenders named therein (the “Existing Lenders”) and the other parties thereto.

In order to finance its ongoing working capital and general corporate purposes, the Borrower has requested, and the Lenders have agreed, to amend and restate the Existing Credit Agreement in order to permit the Lenders to extend credit subject to the conditions set forth herein in the form of (a) Term Loans to the Borrower as provided herein and (b) Revolving Credit Loans to the Borrower as provided herein and ending on the Maturity Date of which, at any time, not more than (i) $200,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions provided by any L/C Issuer, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans provided by the Swing Line Lender.

By execution of this Agreement, each of the Lenders shall be deemed to have assumed from each of the Existing Lenders, as of the Restatement Closing Date, an undivided interest in all of the rights and obligations of the Existing Lenders under the Existing Credit Agreement such that, after giving effect to such sale and assignment as of the Restatement Closing Date, the Commitments of and the amount of Borrowings owing to each of the Lenders will be set forth on Schedule 2.01.

In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the parties hereto agree to amend and restate the Existing Credit Agreement, in its entirety, as follows:

1

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01         Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition” means, as to any Person, the purchase or other acquisition (in one transaction or a series of transactions, including through a merger) of all of the Equity Interests of another Person or all or substantially all of the property, assets or business of another Person or of the assets constituting a business unit, line of business or division of another Person.

“Additional Revolving Credit Lender” means any Eligible Assignee who agrees to provide Revolving Credit Commitments in accordance with the provisions of Section 2.14 in connection with a request for a Revolving Credit Commitment Increase.

“Additional Term Loan Lender” means any Eligible Assignee who agrees to provide Term Commitments in respect of one of the Term Facilities in accordance with the provisions of Section 2.15 in connection with a request for a Term Commitment Increase.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.  “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Agent-Related Persons” means the Administrative Agent and the other Agents, together with the respective Affiliates (including, in the case of Bank of America as Administrative Agent, BAS as an Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent, the Syndication Agent, the Co-Documentation Agents and any other “collateral agent” appointed pursuant to Section 9.01(c) and for purposes of the Mortgages, any “supplemental collateral agent”.

2

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement.

“Alternative Currency” means each of Euro, Sterling, Yen and any other currency that is readily available and freely transferable and convertible into Dollars.

“Applicable Rate” means for any day, (a) in case of the Revolving Credit Loans and the Term A Loans, with respect to Base Rate Loans and Eurodollar Rate Loans, and the commitment fee payable in respect of the unutilized portion of the Revolving Credit Facility, the applicable rate per annum set forth below in the grid captioned “Revolving Credit Facility and Term A Facility — Applicable Rate”, under the captions “Base Rate Percentage”, “Eurodollar Percentage” or “Commitment Fee” cited therein, as the case may be, based upon the Senior Secured Credit Rating and (b) in the case of any Incremental Term Loans, the applicable rate per annum set forth in the applicable Incremental Term Facility Supplement for Base Rate Loans and Eurodollar Rate Loans:

Revolving Credit Facility and Term A Facility – Applicable Rate

Pricing	Senior Secured	Commitment		Eurodollar		Base Rate
Level	Credit Ratings	Fee		Percentage		Percentage
1	Baa2 or BBB	0.175	%	0.750	%	0.000	%
2	Baa3 or BBB-	0.200	%	0.875	%	0.000	%
3	Ba1 or BB+	0.250	%	1.000	%	0.000	%
4	Ba2 or BB or no Senior Secured Credit Rating	0.375	%	1.250	%	0.250	%

Any increase or decrease in the Applicable Rate resulting from a change in the Senior Secured Credit Rating shall become effective as of the first Business Day immediately following the date of such change in Senior Secured Credit Rating.

“Appropriate Lender” means, at any time, (a) with respect to any Term Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the appropriate L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Fund” has the meaning specified in Section 10.07(g).

“Arrangers” means, collectively, (a) BAS, in its capacity as joint lead arranger and sole bookrunning manager and (b) Calyon, in its capacity as joint lead arranger.

“Assignable Government Contract Claims” means any Government Contract Claims that may be assignable pursuant to the Assignment of Claims Act and Assignment of Claims Regulations.

3

“Assigned Government Contract Claims” means any Assignable Government Contract Claims, with respect to which the applicable Loan Party shall have duly complied with the provisions of Section 4(c) of the Security Agreement.

“Assignment and Assumption” means an Assignment and Assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.07(b), and accepted by the Administrative Agent substantially in the form of Exhibit E or any other form approved by the Administrative Agent and consented to by the Borrower, which consent shall not be unreasonably withheld or delayed.

“Assignment of Claims Act” means the Assignment of Claims Act of 1940, as amended, 31 U.S.C. § 3727 and 41 U.S.C. § 15, each as may be amended, modified or superseded from time to time.

“Assignment of Claims Regulations” means 48 C.F.R. subpart 32.8, the supplemental provisions with respect to any Governmental Party contained in the Federal Acquisition Regulation and each other provision of the Federal Acquisition Regulation that may be applicable to 48 C.F.R. subpart 32.8, each as may be amended, modified or superseded from time to time.

“Assignment of Government Contract Claims” has the meaning specified in the Security Agreement.

“Attorney Costs” means and includes all fees, expenses and disbursements of any law firm or other external counsel and all out-of-pocket expenses and disbursements of internal counsel.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount of all obligations of such Person in respect thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease, the capitalized amount of the remaining Synthetic Lease Obligations in respect of such Synthetic Lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such Synthetic Lease were accounted for as a Capitalized Lease and (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal year ended March 31, 2006, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its consolidated Subsidiaries, including the notes thereto.

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Availability Period” means, in the case of the Revolving Credit Facility, the period from and including the Restatement Closing Date to the earliest of (a) the Maturity Date

4

for the Revolving Credit Facility, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligations of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.

“Bank of America” means Bank of America, N.A. and its successors.

“BAS” means Banc of America Securities LLC and its successors.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”.  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and under the Laws of the State of New York and, if such day relates to any Eurodollar Rate Loan, including, without limitation, determination, fundings or payments in connection therewith, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Calyon” means Calyon, New York Branch and its successors.

“Capitalized Leases” means, with respect to any Person, all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases, on the balance sheet of such Person.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents and Specified Statutory Liens and, solely for purposes of Investments under Section 7.03(a), any other Permitted Liens):

5

(a)           readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(b)           readily marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after the date of acquisition thereof and having, at the time of the acquisition thereof, a rating of at least P-1 from Moody’s or at least A-1 from S&P;

(c)           time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank or trust company that (i) (A) is a Lender, (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, or (C) any branch of a commercial bank that is organized in a jurisdiction outside of the United States so long as such branch is a licensed “bank” under the laws of the United States, any state thereof or the District of Columbia and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (d) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than 360 days from the date of acquisition thereof;

(d)           commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 360 days from the date of acquisition thereof; and

(e)           Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs or mutual funds registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and substantially all the assets of which are Investments of the character, quality and maturity described in clauses (a), (b), (c) and (d) of this definition;

(f)            repurchase obligations entered into with any commercial bank or trust company meeting the criteria specified in clause (c) above, covering the securities of the type described in clauses (a) and (b) above; and

(g)           tax exempted instruments including, without limitation, municipal bonds, auction rate preferred stock and variable rate demand obligations with the highest short-term ratings by either Moody’s or S&P or a long-term rating of Aaa by Moody’s or AAA by S&P maturing within 360 days after the acquisition thereof.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

6

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change of Control” means, an event or series of events by which:

(a)           any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

(b)           during any period of 12 consecutive calendar months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body, or

(c)           a “change of control” in the Senior Subordinated Notes Indenture, “fundamental change” in the Convertible Notes Indenture and any such term or any comparable term defined or used in, or comparable event described under, any Material Debt Documents shall have occurred in respect of the Borrower.

“Code” means the Internal Revenue Code of 1986 as amended from time to time.

“Collateral” means all of the “Collateral” and “Mortgaged Property” referred to in the Collateral Documents and all of the other property and assets that are or are intended under the express terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

“Collateral Account” has the meaning specified in the Security Agreement.

“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, Mortgage Modifications, Security Agreement Supplements, IP Security Agreement Supplements, and any other mortgages, security agreements, pledge agreements, collateral assignments or other similar agreements delivered to

7

the Administrative Agent or otherwise for the benefit of the Lenders pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context may require.

“Committed Loan Notice” means a notice of (a) a Term Loan Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion (which shall not constitute a new Borrowing) of Loans from one Type to the other, or (d) a continuation (which shall not constitute a new Borrowing) of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Company Stock” means the capital stock of the Borrower other than any Disqualified Equity Interests.

“Compensation Period” has the meaning specified in Section 2.12(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus the following to the extent deducted in calculating such Consolidated Net Income:  (i) Consolidated Interest Charges for such period, (ii) income tax expense for such period, (iii) depreciation and amortization for such period, (iv) non-recurring or extraordinary expenses which do not represent a cash item in such period and are not expected to represent a cash item in any future period occurring during the term of this Agreement, (v) write off of deferred financing costs, (vi) non-cash charges related to stock-based employee compensation, (vii) charges associated with the mark-to-market of non-qualifying Swap Contracts and (viii) impairment charges or write-offs with respect to goodwill and other intangible assets, and minus net income of all SPV Subsidiaries that has not been distributed to the Borrower or any of its other Subsidiaries and the Indebtedness of which has been excluded from Consolidated Indebtedness pursuant to clause (h) of the definition of “Consolidated Funded Indebtedness”.

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, without duplication, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) the outstanding principal amount of all purchase money Indebtedness, (c) all direct or contingent obligations arising under Financial Letters of Credit, bankers’ acceptances, bank guaranties and similar instruments at such time, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness, (f) all obligations in respect of Disqualified Equity Interests, (g) without duplication, all Guarantees (other than Performance Guarantees) with respect to outstanding Indebtedness of the types specified in clauses (a) through (f) above of Persons other than the Borrower or any Subsidiary,

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and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or other legal entity in respect of which the equity holders are not liable for the obligations of such entity as a matter of law) in which the Borrower or a Subsidiary (other than a SPV Subsidiary, provided that Indebtedness under this clause (h) of SPV Subsidiaries shall be excluded from the calculation in this clause (h) only to the extent that the aggregate principal amount of such Indebtedness does not exceed $100,000,000) is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary (subject to customary exceptions).

“Consolidated Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses (but not amortization or write-off of the costs of issuance) of the Borrower and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP and (b) the portion of rent expense of the Borrower and its Subsidiaries on a consolidated basis with respect to such period under Capitalized Leases that is treated as interest in accordance with GAAP.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period; provided that Consolidated EBITDA and Consolidated Interest Charges for such four fiscal quarter period or other applicable period shall be determined on a pro forma basis with respect to any Subject Disposition or any Acquisition (together with any related transactions, including, without limitation, the incurrence, assumption, refinancing or repayment of any Indebtedness) as if such Disposition or Acquisition had occurred in the first day of such period.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recent four fiscal quarter period ended as of the last fiscal period for which financial statements were required to have been delivered pursuant to Section 6.01; provided that Consolidated EBITDA and Consolidated Funded Indebtedness for such four fiscal quarter period or other applicable period shall be determined on a pro forma basis with respect to any Subject Disposition or any Acquisition as if such Disposition or Acquisition had occurred in the first day of such period.

“Consolidated Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries (excluding (i) all extraordinary noncash gains and (ii) extraordinary noncash losses).

“Consolidated Senior Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness, which constitutes Senior Debt, as of such date to (b) Consolidated EBITDA for the four fiscal quarter period ended as of the last fiscal period for which financial statements were required to have been delivered pursuant to Section 6.01; provided that Consolidated EBITDA and Consolidated Funded Indebtedness, which constitutes Senior Debt for such four fiscal quarter period or other applicable period shall be determined on

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a pro forma basis with respect to any Subject Disposition or any Acquisition (together with any related transactions, including, without limitation, the incurrence, assumption, refinancing or repayment of any Indebtedness) as if such Disposition or Acquisition had occurred in the first day of such period.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

“Convertible Notes Documents” means the Convertible Notes Indenture, the Convertible Notes and all other agreements, instruments and other documents pursuant to which the Convertible Notes have been issued or otherwise setting forth the terms of the Convertible Notes, in each case as such agreement, instrument or other document may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but to the extent permitted under the terms of the Loan Documents.

“Convertible Notes Indenture” means (i) the indenture dated as of February 19, 2004, among the Borrower, certain Subsidiaries of the Borrower party thereto, as guarantors, and BNY Midwest Trust Company, as trustee, (ii) the indenture dated as of August 13, 2004, among the Borrower, certain Subsidiaries of the Borrower party thereto, as guarantors, and BNY Midwest Trust Company, as trustee; and (iii) the indenture dated as of September 12, 2006, among the Borrower, certain Subsidiaries of the Borrower party thereto, as guarantors, and The Bank of New York Trust Company N.A., as trustee, as each such Indenture may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but to the extent permitted under the terms of the Loan Documents.

“Convertible Notes” means (a) the 2.75% convertible senior subordinated notes due February 15, 2024 in an aggregate original principal amount of $280,000,000, (b) the 2.75% convertible senior subordinated notes due September 15, 2011 in an aggregate principal amount of $300,000,000, and (c) the 3.00% convertible senior subordinated notes due August 15, 2024 in an aggregate principal amount of $200,000,000.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default (it being understood that if any default is cured or waived prior to becoming an Event of Default, such default shall no longer constitute a Default).

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“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2.0% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum and (b) when used with respect to Letter of Credit Fees, a rate equal to the applicable Letter of Credit Fee plus 2% per annum, in all cases to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Term Loans, Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, and such failure has not been cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, and such failure has not been cured, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Equity Interests” means, as to any Person, any Equity Interests of such Person or any other Person which, pursuant to the certificate of designation, or other corporate document or other agreement governing the terms thereof, such Person is obligated to purchase, redeem, retire, defease or otherwise acquire for value such Equity Interests or any warrants, rights or options to acquire such Equity Interests, on or prior to the date that is 91 days after (x) the latest scheduled Maturity Date of any Term Facility or (y) if later, or if no Term Facility is in effect, the scheduled Maturity Date of the Revolving Credit Facility; the amount of the obligation to purchase, redeem, retire, defease or acquire any of the foregoing shall be with respect to (a) preferred Equity Interests, the liquidation preference or value of all shares, units or interests (including all accrued, accreted and paid-in-kind amounts as of any date of determination) in respect of such Disqualified Equity Interests, and (b) all other Equity Interests, the aggregate amount of all such obligations in respect of such Disqualified Equity Interests as of any date of determination.

“Documentary Letter of Credit” means any Letter of Credit that is a documentary letter of credit.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“Eligible Assignee” has the meaning specified in Section 10.07(g).

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“Environmental Action” means any claim, order, notice of violation, or notice of potential liability, issued against the Borrower or any of its Subsidiaries, or any proceeding or governmental investigation, instituted with respect to the Borrower or any of its Subsidiaries, under or pursuant to any Environmental Law.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to Hazardous Materials or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any Loan Party within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to

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Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan or a Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any material liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate.

“Euro” or “€” means lawful money of the European Union.

“Eurodollar Rate” means for any Interest Period with respect to a Eurodollar Rate Loan:

(a)           the rate per annum (rounded upward to the nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent to be the offered rate as published by Reuters (or other commercially available source as designated by the Administrative Agent from time to time) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

(b)           if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum (rounded upward to the nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the first day of such Interest Period, or

(c)           if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum (rounded upward to the nearest 1/100 of 1%) determined by the Administrative Agent as the rate of interest at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 4:00 p.m. (London, England time) two Business Days prior to the first day of such Interest Period.

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“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excluded Joint Venture” means (a) any Person described in clause (a) of the definition of Joint Venture or (b) any other Joint Venture that is entered into in accordance with Section 7.03(g) and designated as an Excluded Joint Venture by the Borrower and certified by the Borrower as being entered into in compliance with Section 7.03(g).

“Existing Credit Agreement” has the meaning specified in the Preliminary Statements hereto.

“Existing Letters of Credit” means the letters of credit described on Schedule 1.01 hereto.

“Existing Lenders” has the meaning specified in the Preliminary Statements hereto.

“Existing Mortgages” means each Mortgage previously delivered under the Existing Credit Agreement.

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person from proceeds of casualty insurance and condemnation awards (and payments in lieu thereof).

“Facility” means the Term Facilities, the Revolving Credit Facility, the Swing Line Sublimit or the Letter of Credit Sublimit, as the context may require.

“Federal Acquisition Regulation” means the Federal Acquisition Regulation, Title 48 of the Code of Federal Regulations, as amended, modified and supplemented from time to time.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means, collectively, (a) the letter agreement, dated February 27, 2007, among the Borrower, BAS and Bank of America and (b) the letter agreement, dated April 11, 2005 among the Borrower, BAS and Bank of America.

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“Foreign Government Scheme or Arrangement” has the meaning specified in Section 5.12(d).

“Financial Letter of Credit” means any Letter of Credit that is not a Performance Letter of Credit or Documentary Letter of Credit.

“Foreign Lender” has the meaning specified in Section 10.15(a)(i).

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” has the meaning specified in Section 10.07(g).

“Funding Indemnity Agreement” means the Funding Indemnity Agreement, dated May 5, 2005, duly executed and delivered by the Borrower to the Administrative Agent.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board consistently applied.

“Government Contract” means any contract (as that term is defined in 48 C.F.R. § 2.101) between any Person and any Governmental Party; provided, that unless otherwise specified, all references to “Government Contract” or to “Government Contracts” shall refer to such contracts between any Loan Party and any Governmental Party.

“Government Contract Claim” means any claims for or right to the payment of moneys due or to become due under any Government Contract.

“Governmental Authority” means the government of any nation, any state or other political subdivision thereof, and any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Governmental Party” means the United States Government (as used in 31 U.S.C. § 3727), the Government (as used in 48 C.F.R. subpart 32.8), the United States of America, the executive branch of the United States of America or any department or agency of any of the foregoing.

“Governmental Requirement” means all Laws, judgments, orders, writs, injunctions, opinions, decrees, awards, tariff requirements, franchises, permits, certificates, licenses, authorizations, interpretations and the like and any other requirements of any Governmental Authority.

“Granting Lender” has the meaning specified in Section 10.07(h).

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“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided, however, that the term Guarantee shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee shall be deemed to be an amount equal to the lesser of (A) the stated or determinable amount of the related primary obligation and (ii) the portion thereof expressly stated to be so guaranteed, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, the Subsidiaries of the Borrower listed on Schedule I and each other Subsidiary (other than ATK Insurance Company, COI Ceramics, Inc. and, to the extent permitted by Section 7.11, any Excluded Joint Ventures) of the Borrower that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12.

“Guaranty” means, collectively, the Subsidiary Guaranty made by the Guarantors in favor of the Administrative Agent on behalf of the Lenders, substantially in the form of Exhibit F, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person that is a Lender or an Affiliate of a Lender, in its capacity as a party to a Secured Hedge Agreement.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“Increase Effective Date” has the meaning specified in Section 2.14(b).

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“Incremental Effective Date” has the meaning specified in Section 2.15(c).

“Incremental Term Borrowing” means, in respect of any Incremental Term Facility, a borrowing consisting of simultaneous Incremental Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the applicable Incremental Term Lenders in accordance with the provisions of Section 2.01(b) and Section 2.15.

“Incremental Term Commitment” means, as to each Incremental Term Lender in respect of an Incremental Term Facility, its obligation to make Incremental Term Loans to the Borrower pursuant to the applicable Incremental Term Facility Supplement and Section 2.01(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I to such Incremental Term Facility Supplement under the caption “Incremental Term Commitment” in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be increased pursuant to Section 2.15 hereof or as such amount may be otherwise adjusted from time to time in accordance with this Agreement.

“Incremental Term Facility” has the meaning set forth in Section 2.15(a).

“Incremental Term Facility Closing Date” means in respect of an Incremental Term Facility any date on which all of the conditions to funding of the Incremental Term Loans under such Incremental Term Facility are satisfied and the applicable Lenders advance Incremental Term Loans.

“Incremental Term Facility Supplement” means a supplement to this Agreement, in substantially the form of Exhibit M hereto, delivered pursuant to Section 2.15(a).

“Incremental Term Loan” means an advance made by any Incremental Term Lender under an Incremental Term Loan Facility.

“Incremental Term Loan Lender” means each Lender (including any Additional Term Loan Lender) having an Incremental Term Loan.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)           all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)           the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)           solely for purposes of any determination under Section 8.01, the Swap Termination Value of any Swap Contract of such Person;

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(d)           all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e)           Indebtedness of the type described in clauses (a) through (d) above and clauses (f) through (h) below (excluding prepaid interest thereon) of others secured by a Lien on property owned by such Person (including obligations arising under conditional sales or other title retention agreements), whether or not such Indebtedness shall have been assumed by such Person or is limited in recourse (the amount of such Indebtedness being the lesser of (i) the principal amount of such Indebtedness and (ii) the book value of any assets subject to such Lien);

(f)            all Attributable Indebtedness of such Person;

(g)           all obligations of such Person in respect of Disqualified Equity Interests; and

(h)           all Guarantees (other than Performance Guarantees) of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or other legal entity in respect of which the equity holders are not liable for the obligations of such entity as a matter of law) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

“Indemnified Liabilities” has the meaning specified in Section 10.05.

“Indemnitees” has the meaning specified in Section 10.05.

“Information” has the meaning specified in Section 10.08.

Intellectual Property Security Agreement” has the meaning specified in Section 15(F) of the Security Agreement together with each other intellectual property security agreement and IP Security Agreement Supplement delivered pursuant to Section 6.12, in each case as amended.

“Interest Payment Date” means (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made, commencing on June 29, 2007.

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“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice or nine or twelve months if requested by the Borrower and available from the Appropriate Lenders; provided that:

(i)            any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(ii)           any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii)          no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Investment” means, as to any Person, any direct or indirect investment by such Person, including, without limitation, (a) the purchase or other acquisition of Equity Interests or debt of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this Section 1.01 in respect of such Person, or (c) the purchase or other acquisition, in one transaction or a series of transactions, of assets of another Person that constitute a business unit or all or a substantial part of the business of such Person or any other Acquisition.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but net of proceeds, payments and other returns thereon.

“IP Rights” has the meaning specified in Section 5.17.

“IP Security Agreement Supplement” has the meaning specified in Section 15(g) of the Security Agreement.

“IRS” means the United States Internal Revenue Service.

“ISDA Master Agreement” means the Master Agreement (Multicurrency-Cross Border) published by the International Swap and Derivatives Association, Inc., as in effect from time to time.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

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“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuers and the Borrower (or any Subsidiary) or in favor of the L/C Issuers and relating to any such Letter of Credit.

“Joinder Agreement” means a joinder agreement, in substantially the form of Exhibit L hereto, pursuant to which an Eligible Assignee becomes a Revolving Credit Lender pursuant to Section 2.14 or a Term Lender under a Term Loan Facility pursuant to Section 2.15.

“Joint Venture” means (a) (i) any corporation, partnership, limited liability company or other business entity (any such Person, a “Business Entity”) in which the Borrower beneficially owns at least 20% but less than a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body of such Business Entity or (ii) any Business Entity in which the Borrower beneficially owns at least 20% of the economic Equity Interests and directly or indirectly controls through one or more intermediaries at least 20% but less than a majority of the management of such Business Entity, or (b) any Subsidiary of the Borrower at least 40% of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body is beneficially owned by, or the management of which is at least 40% is controlled, directly or indirectly, through one or more intermediaries, by one or more Business Entities other than the Borrower or any of its Subsidiaries engaged in substantially one or more of the businesses in which the Borrower and its Subsidiaries are engaged.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has neither been reimbursed on the date when made nor refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuers” means (a) Bank of America, U.S. Bank and Calyon, each in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder and (b) with respect to the Existing Letters of Credit, Bank of America, Credit Lyonnais New York Branch and U.S. Bank.

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“L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit (determined, in the case of Letters of Credit denominated in an Alternative Currency, by reference to the Spot Rate on such date of determination) plus the aggregate of all Unreimbursed Amounts, including, without duplication, all L/C Borrowings.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes any L/C Issuer and the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder and shall include the Existing Letters of Credit.  A Letter of Credit may be a documentary letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(i).

“Letter of Credit Sublimit” means an aggregate amount equal to $200,000,000.  The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (a) for purposes of this Agreement and the Notes and any amendment, supplement or other modification hereof or thereof and for all other purposes other than for purposes of the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the Fee Letter, (vi) each Issuer Document, (vii) each Incremental Term Facility Supplement and (viii) the

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Funding Indemnity Agreement and (b) for purposes of the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) each Issuer Document, (vi) the Fee Letter, (vii) each Incremental Term Facility Supplement, (viii) the Funding Indemnity Agreement and (ix) each Secured Hedge Agreement.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of any Agent or any Lender under any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Contract” means, with respect to any Person, each contract (a) to which such Person is a party involving aggregate consideration payable to or by such Person in an amount at least equal to 10% of the consolidated revenues of the Borrower in any year or (b) which is otherwise material to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower and its Subsidiaries, taken as a whole.

“Material Debt” means any Indebtedness (other than under the Loan Documents) having an aggregate principal amount equal to or greater than $30,000,000, including, without limitation, the Senior Subordinated Notes and the Convertible Notes; provided, that, except for purposes of determining the Threshold Amount (which shall include all Material Debt), Material Debt shall not include Indebtedness of the type described under Section 7.02(g) or Guarantees in respect of the foregoing.

“Material Debt Documents” means, collectively, (a) the Senior Subordinated Notes Documents, (b) the Convertible Notes Documents, and (c) any agreements, instruments and other documents in respect of any Material Debt, as such agreement, instrument or other document may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but to the extent permitted under the terms of the Loan Documents.

“Maturity Date” means (a) with respect to the Revolving Credit Facility (including the Letter of Credit Sublimit and Swing Line Sublimit thereunder), the earlier of (i) the fifth anniversary of the Restatement Closing Date (or in the case of any Letter of Credit or request for L/C Credit Extension, the Letter of Credit Expiration Date) and (ii) the date of termination in whole of the Revolving Credit Commitments, pursuant to Section 2.06 or 8.02, (b) with respect to the Term A Facility, the earlier of (i) the fifth anniversary date of the Restatement Closing Date and (ii) the date of acceleration of the Term A Facility pursuant to Section 8.02 and (c) with respect to any Incremental Term Facility, (i) the final maturity specified in the applicable Incremental Facility Term Supplement and (ii) the date of acceleration of the Incremental Term Facility pursuant to Section 8.02.

“Maximum Rate” has the meaning specified in Section 10.10.

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“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means each Existing Mortgage, as modified by the related Mortgage Modification, and each other deed of trust, trust deed, deed to secure debt and mortgage delivered pursuant to Section 6.12, in each case as amended.

“Mortgage Modification” means each amendment, amendment and restatement, supplement or modification in respect of each Existing Mortgage reasonably satisfactory to the Administrative Agent delivered pursuant to Section 4.01(b)(iv) or Section 6.15.

“Mortgaged Properties” means the properties indicated on Schedule 5.08(c) hereto.

“Mortgage Policy” has the meaning specified in Section 4.01(b)(iv)(B).

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means, with respect to any Extraordinary Receipt received by or paid to the account of the Borrower or any of its Subsidiaries, the excess, if any, of (i) the sum of the cash and Cash Equivalents received in connection therewith over (ii) the sum of (A) all payments required to repay any Indebtedness that is secured by the asset that is the subject of such Extraordinary Receipt (other than Indebtedness under the Loan Documents), (B) the out-of-pocket fees, costs and other expenses incurred by the Borrower or such Subsidiary in connection with such Extraordinary Receipt, and (C) income and other taxes paid or reasonably estimated to be actually payable within two years of the date of such Extraordinary Receipt as a result of any gain recognized in connection therewith.

“Note” means a Term Note or a Revolving Credit Note, as the context may require.

“Notice of Assignment of Government Contract Claims” has the meaning specified in the Security Agreement.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any of its Subsidiaries thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of

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any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

“Offering Memorandum” means the offering memorandum dated March 2004 used by the Arranger in connection with the syndication of the Commitments.

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” has the meaning specified in Section 3.01(b).

“Outstanding Amount” means (i) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Participant” has the meaning specified in Section 10.07(d).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Performance Guarantee” means any guarantee by any Person of the performance of the obligations of another Person (other than obligations in respect of payments, indebtedness or other monetary obligations of any kind) under contracts of such other Person to design, develop, manufacture, construct or produce products or production facilities (and related nonmonetary obligations) or to provide services related to any of the foregoing in the aerospace, defense or commercial ammunition industries.

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“Performance Letter of Credit” means any standby letter of credit that:

(a) (x)(i) supports the performance of the obligations of another Person under contracts of such other Person to design, develop, manufacture, construct or produce products or production facilities (and related nonmonetary obligations) or to provide services related to any of the foregoing in the aerospace, defense or commercial ammunition industries or any warranty obligations arising out of any of the foregoing contracts, and (ii) does not permit any payment or drawing thereunder for failure of the account party to make a payment in respect of indebtedness, monetary contractual obligation or other financial obligations of any kind other than to support performance or return payment where a customer has made advance payments in respect of the purchase of products, goods and services or, (y) any letter of credit substantially comparable to the foregoing;

(b) would be considered to be a “performance standby letter of credit” pursuant to each Governmental Requirement or any other rule, regulation, examination manual or other guidelines of any Governmental Authority or other regulatory authority, central bank or comparable agency that (i) governs any reserve, special deposit or similar requirement against letters of credit, (ii) regulates the amount of capital required or expected to be maintained or funded against letters of credit or any participation obligation thereunder, or (iii) determines the classification, risk-weighing, reporting, or capital treatment of or with respect to letters of credit or participation obligations therein; and

(c) the issuer thereof, or any Person having a participation obligation therein, is or would be permitted, in compliance with the matters described in clause (b) of this definition, to convert its obligation thereunder to an on-balance sheet credit equivalent amount at 50% or less of the maximum amount thereof.

“Permitted Encumbrances” has the meaning specified in the Mortgages.

“Permitted Liens” means any Liens permitted under Section 7.01 hereof.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning specified in Section 6.02.

“Pledged Debt” has the meaning specified in Section 1(d)(iv) of the Security Agreement.

“Pledged Equity” has the meaning specified in Section 1(d)(iii) of the Security Agreement.

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“Pro Rata Share” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment(s) of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.  The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Public Lender” has the meaning specified in Section 6.02.

“Register” has the meaning specified in Section 10.07(c).

“Release” shall have the meaning ascribed to it in Section 101(22) of the Comprehensive Environmental Response, Compensation and Liability Act, 42. U.S.C. § 9601 et. seq. or any other Environmental Law.

“Remedial Action” shall have the meaning ascribed to it in Section 101(24) of the Comprehensive Environmental Response, Compensation and Liability Act, 42. U.S.C. § 9601 et. seq. or any other Environmental Law.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment, unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Principal Payments” means, with respect to any Person for any period, the sum of all regularly scheduled principal payments or redemptions of outstanding Indebtedness made during such period.

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“Required Revolving Credit Lenders” means Revolving Credit Lenders holding more than 50% of the Aggregate Commitments under the Revolving Credit Facility or, if such Commitments have expired or terminated, more than 50% of the Total Outstandings under the Revolving Credit Facility.

“Required Term Lenders” means, in respect of a Term Facility, Term Lenders holding more than 50% of the Aggregate Commitments under such Term Facility or, if such Commitments have expired or terminated, more than 50% of the Total Outstandings under such Term Facility.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or secretary of a Loan Party.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restatement Closing Date” has the meaning specified in Section 4.01.

“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Persons thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment; provided, however, that no such dividend, distribution, payment or return of capital shall constitute a “Restricted Payment” to the extent made solely with the common Equity Interests of the Borrower or (b) any payment (excluding scheduled interest including additional interest payable upon any registration default under its Convertible Notes due 2011 and any contingent interest payable under its 2.75% or 3.00% Convertible Notes due in 2024 or amortization payments), prepayment, redemption (whether at the option of the holder or otherwise), purchase, defeasance, distributions involving cash, acquisition or other retirement for value in respect of any subordinated Indebtedness or any convertible debt securities or instruments, in each case, of the Borrower or any Subsidiary.

“Revaluation Date” means, with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency; (ii) each date of issuance of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(a).

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“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(a), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed, initially, the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be increased pursuant to Section 2.14(b) hereof and as may be otherwise adjusted from time to time in accordance with this Agreement.

“Revolving Credit Commitment Increase” has the meaning specified in Section 2.14(a).

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” means, at any time, any Lender (including any Additional Revolving Credit Lender) that has a Revolving Credit Commitment at such time.

“Revolving Credit Loan” has the meaning specified in Section 2.01(a).

“Revolving Credit Note” means a promissory note of the Borrower payable to the order of any Revolving Credit Lender, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Hedge Agreement” means any interest rate, foreign exchange and commodities Swap Contract permitted under Article VI or VII that is entered into by and between the Borrower and any Hedge Bank including, without limitation, each of the Swap Contracts listed under Schedule 7.02(e).

“Secured Obligations” has the meaning specified in Section 2 of the Security Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c), and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

“Securitization Transaction” means any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which the Borrower or any Subsidiary may sell, convey or otherwise transfer, or grant a security interest in, accounts,

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payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose Subsidiary or Affiliate of the Borrower.

“Security Agreement” has the meaning specified in Section 4.01(b)(iii).

“Security Agreement Supplement” has the meaning specified in Section 26(b) of the Security Agreement.

“Senior Debt” means Indebtedness that is not subordinated in right of payment to the Obligations.

“Senior Secured Credit Rating” means, as of any date of determination, the ratings of the Borrower’s long-term senior secured debt as determined by Moody’s and S&P; provided that (i) the higher of such Senior Secured Credit Rating shall apply for purposes of determining the Applicable Rate, unless there is a split in Senior Secured Credit Ratings of more than one level, in which case, the Applicable Rate shall be determined with respect to a Senior Secured Credit Rating that is one level higher than the actual lowest of such Senior Secured Credit Ratings (it being understood that Pricing Level I is the highest Pricing Level), and (ii) if either S&P or Moody’s shall change the basis on which ratings are established by it, each reference to the Senior Secured Credit Rating announced by S&P or Moody’s shall refer to the then equivalent rating by S&P or Moody’s, as the case may be.

“Senior Subordinated Notes” means the 6.75% senior subordinated notes of the Borrower due April 1, 2016 in an aggregate original principal amount of $400,000,000.

“Senior Subordinated Notes Documents” means the Senior Subordinated Indenture, the Senior Subordinated Notes and all other agreements, instruments and other documents pursuant to which the Senior Subordinated Notes have been or will be issued or otherwise setting forth the terms of the Senior Subordinated Notes, in each case as such agreement, instrument or other document may be amended, supplemented or otherwise modified prior to the Restatement Closing Date and as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but to the extent permitted under the terms of the Loan Documents.

“Senior Subordinated Notes Indenture” means the indenture dated as of March 15, 2006, between the Borrower, as issuer, and The Bank of New York Trust Company, N.A., as trustee, and the supplemental indenture dated March 15, 2006, between the Borrower, the Subsidiary Guarantors (as defined therein) and The Bank of New York Trust Company, N.A., as trustee, providing for the issuance of the Senior Subordinated Notes, as amended, supplemented or otherwise modified prior to the Restatement Closing Date and as such indenture may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but to the extent permitted under the terms of the Loan Documents.

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries as of that date determined in accordance with GAAP.

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“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability; provided, that if the context in which “Solvent” or “Solvency” is used refers to a Person together with its Subsidiaries, Person as used above shall be deemed to be a reference to such Person together with its Subsidiaries.

“SPC” has the meaning specified in Section 10.07(h).

“Specified Default” means any Default under Section 8.01 (f) or (g) or any Event of Default.

“Specified Statutory Liens” means any Liens permitted under Section 7.01(c) or (d) with respect to any Collateral that, strictly by the operation of applicable statute or law, would have priority over any Liens granted to or in favor of the Administrative Agent under any Collateral Document.

“Spot Rate” for any Alternative Currency means the rate determined by the Administrative Agent or the L/C Issuer as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such Alternative Currency with Dollars through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“SPV Subsidiary” means a Subsidiary of the Borrower substantially all of whose assets consist of its general partnership interest or equity interest in a joint venture.

“Sterling” or “£” means lawful money of the United Kingdom of Great Britain and Northern Ireland.

“Subject Disposition” means any Disposition of property or assets other than any Disposition permitted by Section 7.05(a)(i), (b), (d), (e), (f), (g) or (h).

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“Subject Subsidiaries” means all Subsidiaries of the Borrower other than ATK Insurance Company and COI Ceramics, Inc. and, in each case, their respective Subsidiaries and, to the extent permitted under Section 7.11, any Excluded Joint Ventures.

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company or other business entity the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company or other business entity (a) of which Equity Interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, directly or indirectly, including through one or more Subsidiaries of such Person, in each case in clause (a) and (b) above, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

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“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $40,000,000 and (b) the Revolving Credit Commitments.  The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility Commitments.

“Syndication Agent” mean Calyon, in its capacity as syndication agent under any of the Loan Documents, or any successor syndication agent.

“Synthetic Lease” means, as to any Person, (a) any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) that is not a Capitalized Lease in respect of which such Person is the lessee and retains or obtains ownership of the property so leased for federal income tax purposes, or (b) any so-called synthetic, off-balance sheet or tax retention lease or any other lease or similar arrangement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person or otherwise upon application of any Debtor Relief Law to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Synthetic Lease Obligation” means the monetary obligation of a Person under a Synthetic Lease.

“Taxes” has the meaning specified in Section 3.01(a).

“Term A Borrowing” means a borrowing pursuant to Section 2.01(c) consisting of simultaneous Term A Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(c).

“Term A Commitment” means, as to each Term A Lender at any time, its obligation to make Term A Loans to the Borrower pursuant to Section 2.01(c) or Section 2.15 in an aggregate principal amount at any one time outstanding not to exceed, initially, the amount set forth opposite such Term A Lender’s name on Schedule 2.01 under the caption “Term A Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be increased pursuant to Section 2.15 or as may be otherwise adjusted from time to time in accordance with this Agreement.  The aggregate Commitment of all Term A Lenders shall be $275,000,000 on the Restatement Closing Date.

“Term A Facility” means, at any time, (a) prior to the making of Term A Loans, the aggregate Term A Commitments of all Term A Lenders at such time, and (b) thereafter, the Outstanding Amount of Term A Loans of all Term A Lenders at such time.

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“Term A Lender” means, at any time, any Lender (including any Additional Term Loan Lender) that has a Term A Commitment or a Term A Loan at such time.

“Term A Loan” means an advance made by any Term A Lender under the Term A Facility pursuant to Section 2.01(c).

“Term A Note” means a promissory note of the Borrower payable to the order of any Term A Lender, in substantially the form of Exhibit C-1, evidencing the aggregate indebtedness of the Borrower to such Term A Lender resulting from the Term A Loans made or held by such Term A Lender.

“Term Borrowing” means either any Term A Borrowing or Incremental Term Borrowing, as applicable.

“Term Commitment” means any Term A Commitment or Incremental Term Commitment, as applicable.

“Term Commitment Increase” has the meaning specified in Section 2.15(a).

“Term Facilities” means, at any time, the aggregate Term A Facility and the Incremental Term Facilities of all Lenders at such time.

“Term Lender” means, at any time, any Lender that has a Term Commitment or Term Loan, as applicable, at such time.

“Term Loan” means any Term A Loan or Incremental Term Loan, as applicable.

“Term Note” means any Term A Note or a promissory note of the Borrower payable to the order of any Incremental Term Loan Lender, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Incremental Term Loan Lender resulting from the Incremental Term Loans made by such Incremental Term Loan Lender.

“Threshold Amount” means $30,000,000.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Transaction” means, collectively, (a) the entering into by the Loan Parties of the Loan Documents to which they are or are intended to be a party, (b) the refinancing or replacement hereunder of certain outstanding Indebtedness under the Existing Credit Agreement and (c) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

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“Treasury Regulations” means the Treasury Regulations promulgated under the Code.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“U.S. Bank” means U.S. Bank National Association and its successors.

“Yen” or “¥” mean lawful money of Japan.

1.02         Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)           The meanings of defined terms are, unless the context otherwise requires, equally applicable to the singular and plural forms of the defined terms.

(b)           (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii)           Article, Section, Exhibit and Schedule references are to the Articles, Sections, Exhibits and Schedules of the Loan Document in which such reference appears.

(iii)          The term “including” is by way of example and not limitation.

(iv)          The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c)           In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to”, “ending on”, and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d)           Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03         Accounting Terms.

(a)           All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial

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calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b)           If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

1.04         Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05         References to Agreements and Laws.  Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

1.06         Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.07         Letter of Credit Amounts.  Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Issuer Documents related thereto therefor, whether or not such maximum face amount is in effect at such time (except for purposes of calculating Consolidated Funded Indebtedness).

1.08         Currency Equivalents Generally.  Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount, except as otherwise provided herein, to be determined at the rate of exchange quoted by Bank of America in New York at the close of business on the Business Day immediately

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preceding any date of determination thereof, to prime banks in New York, New York for the spot purchase in the New York foreign exchange market of such amount in U.S. dollars with such other currency.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01         The Loans.

(a)           The Revolving Credit Borrowings.  Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount outstanding not to exceed at any time the amount of such Lender’s Revolving Credit Commitment; provided, however, that, after giving effect to any Revolving Credit Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment.  Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a).  Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(b)           The Incremental Term Borrowings.  Subject to the terms and conditions set forth herein, each Incremental Term Loan Lender under the relevant Incremental Term Facility severally agrees to make a single loan consisting of an Incremental Term Loan pursuant to such Incremental Term Facility in an amount equal to its Pro Rata Share of such Incremental Term Facility to the Borrower on the applicable Incremental Term Loan Closing Date.  The applicable Incremental Term Borrowing shall consist of Incremental Term Loans made simultaneously by the applicable Incremental Term Lenders in accordance with their respective Pro Rata Share of such Incremental Term Facility. If the Borrower requests a Term Commitment Increase in respect of an Incremental Term Facility in accordance with the provisions of Section 2.15, then subject to the terms and condition set forth herein, each Incremental Term Lender agreeing to provide an additional Incremental Term Loan in accordance with the provisions of Section 2.15 shall make a single loan in an amount equal to its committed amount in respect of such additional Incremental Term Loans to the Borrower on the applicable Incremental Term Loan Closing Date.  Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed.  Incremental Term Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

(c)           Term A Borrowings.  Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make on the Restatement Closing Date a single loan consisting of a Term A Loan pursuant to the Term A Facility in an amount equal to its Pro Rata Share of the Term A Facility on the Restatement Closing Date to the Borrower.  The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Pro Rata Share of the applicable Term A Facility.  If the

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Borrower requests a Term Commitment Increase in respect of the Term A Facility in accordance with the provisions of Section 2.15, then subject to the terms and conditions set forth herein, each Term A Lender agreeing to provide an additional Term A Loan in accordance with the provisions of Section 2.15, shall make a single loan in an amount equal to its committed amount in respect of such additional Term A Loans to the Borrower on the applicable Incremental Term Loan Closing Date. Amounts borrowed under this Section 2.01(c) and repaid or prepaid may not be reborrowed.  Term A Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

2.02         Borrowings, Conversions and Continuations of Loans.

(a)           Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the notice to the Administrative Agent appropriately completed and signed by a Responsible Officer of the Borrower.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.  Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Term Loan Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.  If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b)            Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Term Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a).  In the case of a Term Loan Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the

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applicable Committed Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first shall be applied to the payment in full of any such outstanding L/C Borrowings and second, shall be made available to the Borrower as provided above.

(c)             Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

(d)           The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.  The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)           After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect.

(f)            The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

2.03         Letters of Credit.

(a)           The Letter of Credit Commitment.

(i)            Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Restatement Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings

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thereunder; provided that on the date of any L/C Credit Extension with respect to any Letter of Credit and after giving effect thereto (w) the Total Outstandings shall not exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of L/C Obligations denominated in any Alternative Currency shall not exceed $50,000,000.  Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii)           No L/C Issuer shall issue any Letter of Credit if:

(A)          subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twenty four months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

(B)           the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date;

(iii)          No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

(A)          any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Restatement Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Restatement Closing Date and which such L/C Issuer in good faith deems material to it;

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(B)           the issuance of such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer; or

(C)           except as otherwise agreed by the Administrative Agent and such L/C Issuer (such agreement not to be unreasonably withheld or delayed), such Letter of Credit is in an initial face amount less than $50,000, in the case of a Documentary Letter of Credit, or $50,000, in the case of a standby Letter of Credit (including a performance Letter of Credit);

(D)          such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;

(E)           such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

(F)           a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless such L/C Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate such L/C Issuer’s risk with respect to such Lender.

(iv)          No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v)           No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b)           Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i)            Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer:  (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the

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requested Letter of Credit; and (H) if such Letter of Credit is intended to be a Performance Letter of Credit or Financial Letters of Credit or Documentary Letter of Credit; and (I) such other matters as such L/C Issuer may require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require.  Additionally, the Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the applicable L/C Issuer or the Administrative Agent may require.

(ii)           Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the applicable L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the applicable L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii)          If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a specified date (the “Non Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be required to make a specific request to the applicable L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the applicable L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the

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provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or any Loan Party that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

(iv)          Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)           Drawings and Reimbursements; Funding of Participations.

(i)            Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof.  If the Borrower shall have received notice of such drawing, (A) prior to 12:00 Noon on the date of any payment by the applicable L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in the currency of such drawing and in an amount equal to the amount of such drawing by not later than 3:00 p.m. on the Honor Date, and (B) after 12:00 Noon on the Honor Date, the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing by not later than 3:00 p.m. on the Business Day after the Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (calculated, in the case of any drawing under a Letter of Credit denominated in any Alternative Currency at the Spot Rate) (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)           Each Revolving Credit Lender (including the Lender acting as the applicable L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section

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2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the applicable L/C Issuer.

(iii)          With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)          Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the applicable L/C Issuer.

(v)           Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice ).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)          If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect.  A certificate of the applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

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(d)           Repayment of Participations.

(i)            At any time after the applicable L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii)           If any payment received by the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

(e)           Obligations Absolute. The obligation of the Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)            any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii)           the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), such L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)          any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)          any payment by such L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for

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the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v)           any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of the Borrower or any Subsidiary in respect of such Letter of Credit; or

(vi)          any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)            Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the applicable L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuers, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable L/C Issuer, and the applicable L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer

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shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)           Cash Collateral. Upon the request of the Administrative Agent, (i) if an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit for any reason remains outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize (A) with respect to clause (i) above, the amount of such L/C Borrowing, and (B) with respect to clause (ii) above, the Dollar amount of the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be, and adjusted from time to time as the Administrative Agent may, acting reasonably, determine due to currency fluctuations).  Section 8.02(c) sets forth certain additional requirements to deliver Cash Collateral hereunder.  “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuers (which documents are hereby consented to by the Lenders).  Derivatives of such term have corresponding meanings.  The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing.  Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America.  If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent for the benefit of the Secured Parties or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at Bank of America as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable law, to reimburse the applicable L/C Issuer.

(h)           Applicability of ISP98 and UCP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

(i)            Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a Letter of Credit Fee (the “Letter of Credit Fee”) for each Letter of Credit in an amount equal to (i) in the case of any Financial Letter of Credit, (A) a rate per annum equal to the Eurodollar

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Percentage for Revolving Credit Loans in effect from time to time for each day during the applicable calculation period as set forth in the grid in the definition of “Applicable Rate” times (B) the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit and determined, in the case of any Letter of Credit denominated in an Alternative Currency, at the Spot Rate as of the most recent Revaluation Date) or (ii) in the case of any Performance Letter of Credit or Documentary Letter of Credit, (A) a rate per annum equal to 75% of the Eurodollar Percentage for Revolving Credit Loans in effect from time to time for each day during the applicable calculation period as set forth in the grid in the definition of “Applicable Rate” times (B) the daily maximum amount available to be drawn under such Letter of Credit and determined, in the case of any Letter of Credit denominated in an Alternative Currency, at the Spot Rate as of the most recent Revaluation Date (whether or not such maximum amount is then in effect under such Letter of Credit). Letter of Credit Fees shall be computed on a quarterly basis in arrears and due and payable on the last Business Day of each March, June, September and December, commencing on June 29, 2007, on the Letter of Credit Expiration Date and thereafter on demand. Notwithstanding anything to the contrary contained herein, while any Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) exists, all Letter of Credit Fees shall accrue at the Default Rate.

(j)            Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to the applicable L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by such L/C Issuer in the amount specified in the Fee Letter, payable on the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) determined, in the case of any Letter of Credit denominated in an Alternative Currency, at the Spot Rate. Such fronting fee shall be due and payable (i) in the case of any Financial Letter of Credit or Performance Letter of Credit, on the last Business Day of such March, June, September and December, commencing on June 29, 2007, on the Letter of Credit Expiration Date and thereafter on demand and (ii) in the case of any Documentary Letter of Credit, on the date of issuance of any such Letter of Credit.  In addition, the Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k)           Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(l)            Monthly L/C Issuer Report. On the fifth Business Day of each month, each L/C Issuer shall deliver a report to the Administrative Agent identifying (i) each Letter of Credit and the type and currency of such Letter of Credit issued by it during the prior month, and (ii) with respect to each Letter of Credit issued by it that remains outstanding, (A) the face amount thereof as of the end of the prior month and the maximum potential face amount thereof, (B) the amount thereof that was drawn in the prior month, and (C) the amount thereof that remains undrawn as of the last Business Day of the prior month.

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2.04         Swing Line Loans.

(a)           The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest at a fluctuating rate per annum equal to the “prime rate” as referred to in the definition of Base Rate.  Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b)           Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable written notice to the Swing Line Lender and the Administrative Agent appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

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(c)           Refinancing of Swing Line Loans.

(i)            The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)           If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation, and such Swing Line Loan shall thereafter bear interest at the Base Rate.

(iii)          If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect.  A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)          Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right

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which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d)           Repayment of Participations.

(i)            At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii)           If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.  The Administrative Agent will make such demand upon the request of the Swing Line Lender.

(e)           Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans.  Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f)            Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05         Prepayments.

(a)           Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal

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amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (i) ratably to the Term A Facility and, if applicable, any Incremental Term Facilities and (ii) to the principal repayment installments thereof on a pro rata basis and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares.

(ii)           The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(b)           Mandatory. (i) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subject Subsidiaries in respect of its property or assets, after the first $20,000,000 of Net Cash Proceeds relating to any Extraordinary Receipt and thereafter any amount in excess of $3,000,000 for any one event or series of related events, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(iv); provided that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which Borrower receives such Net Cash Proceeds, (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds thereof may be reinvested so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or unreasonably delayed, and is substantially completed within 24 months after the date of receipt of such Net Cash Proceeds, and (C) on the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(i) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(i); provided further that any Net Cash

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Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05.

(ii)           Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, ratably to the Term A Facility and, if applicable, the Incremental Term Facilities and to the principal repayment installments thereof on a pro rata basis and, thereafter, to the Revolving Credit Facility in the manner set forth in clause (iii) of this Section 2.05(b).

(iii)          Prepayments of the Revolving Credit Facility made pursuant to clause (i) of this Section 2.05(b), first, shall be applied to prepay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, second, shall be applied to prepay Swing Line Loans outstanding at such time until all such Swing Line Loans are paid in full, and, third, shall be applied to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings outstanding at such time, may be retained by the Borrower for use in the ordinary course of its business.  Upon the drawing of any Letter of Credit, which has been Cash Collateralized, such funds shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.

(iv)          Notwithstanding the provisions of Section 2.05(b)(i), if any mandatory prepayments under Section 2.05(b)(i) would result in the Borrower incurring any obligation (as determined in the reasonable judgment of the Borrower) under Section 3.05 as a result of any such mandatory prepayment of Eurodollar Loans prior to the last day of an Interest Period, so long as no Default has occurred and is continuing, the Borrower may defer the making of such mandatory prepayment until the earlier of (A) the last day of such Interest Period and (B) the date thirty days after the date on which such mandatory prepayment would otherwise have been required to be made.

2.06         Termination or Reduction of Commitments.

(a)           Optional. The Borrower may, upon notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments.

(b)           Mandatory. (i) The aggregate Term Commitments under any Term Facility shall be automatically and permanently reduced to zero on the date of a Term Borrowing under such Term Facility (after giving effect to such Term Borrowing).

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(ii)           If after giving effect to any reduction or termination of unused Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess.

(c)           Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Term Commitment, the Letter of Credit Sublimit, or the unused Revolving Credit Commitment under this Section 2.06. Each reduction of the unused portion of the Term Commitments pursuant to Section 2.06(a) shall be applied ratably to the Term A Facility and, if applicable, the Incremental Term Facilities and to the principal repayment installments thereof on a pro rata basis. Upon any reduction of unused Commitments under a Facility, the Commitment of each Lender under such Facility shall be reduced by such Lender’s Pro Rata Share of the amount by which such Facility is reduced.  All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

(d)           Scheduled Reduction of Incremental Term Commitments. With respect to any Incremental Term Facility, any reduction in the Incremental Term Commitments under such Incremental Term Facility shall be set forth in the applicable Incremental Term Facility Supplement.

2.07         Repayment of Loans.

(a)           Term A Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term A Lenders the aggregate principal amount of all Term A Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.06):

Date	Amount
June 30, 2009	$	3,437,500
September 30, 2009	$	3,437,500
December 31, 2009	$	3,437,500
March 31, 2010	$	3,437,500
June 30, 2010	$	3,437,500
September 30, 2010	$	3,437,500
December 31, 2010	$	3,437,500
March 31, 2011	$	3,437,500
June 30, 2011	$	6,875,000
September 30, 2011	$	6,875,000
December 30, 2011	$	6,875,000
March 29, 2012	$	6,875,000

provided, however, that the final principal repayment installment of the Term A Loans shall be repaid on the Maturity Date for the Term A Facility under which such Term A Loans were made

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and in any event shall be in an amount equal to the aggregate principal amount of all Term A Loans outstanding on such date.

(b)           Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Revolving Credit Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all Revolving Credit Advances outstanding on such date.

(c)           Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date thirty Business Days after such Loan is made and (ii) the Maturity Date.

(d)           Incremental Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders the aggregate principal amount of all Incremental Term Loans under any applicable Incremental Term Facility outstanding on the dates in the respective amounts on such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) as may be set forth in the applicable Incremental Term Facility Supplement: provided, however, that the final principal repayment installment of the applicable Incremental Term Loans shall be repaid on the Maturity Date for the applicable Incremental Term Facility under which such Incremental Loans were made and in any event shall be in an amount equal to the aggregate principal amount of all applicable Incremental Term Loans outstanding on such date.

2.08         Interest

(a)           Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a fluctuating rate per annum equal to the “prime rate” as referred to in the definition of Base Rate.

(b)           (i)            During all times that an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) shall have occurred and be continuing, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii)           Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)           Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after

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judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09         Fees. In addition to certain fees described in Sections 2.03(i) and (j):

(a)           Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate times the actual daily amount by which the aggregate Revolving Credit Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.  The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing on June 29, 2007, and on the Maturity Date.  The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b            Other Fees.  (i) The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii)           The Borrower shall pay to the Administrative Agent such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10         Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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2.11         Evidence of Indebtedness.

(a)           The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)           In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c)           Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.11(b), and by each Lender in its account or accounts pursuant to Section 2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

2.12         Payments Generally.

(a)           All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received

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by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b)           If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c)           Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto.  If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

(i)            if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and

(ii)           if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect.  If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing.  If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights, which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

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(d)           If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e)           The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint.  The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f)            Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g)           The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.

(h)           Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (A) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

2.13         Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of

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such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon.  The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments.  Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

2.14         Increase in Revolving Commitments

(a)           So long as no Default has occurred and is continuing and no Default would result therefrom, upon notice to the Administrative Agent (which shall promptly notify all of the Lenders), the Borrower may from time to time request an increase in the Revolving Credit Commitments (each request for an increase in Revolving Credit Commitments being a “Revolving Credit Commitment Increase”; provided that (i) any such request for an increase shall be in a minimum amount of $15,000,000, (ii) the Borrower may make a maximum of four such requests and (iii) after giving effect to any such increase, the aggregate amount of the Revolving Credit Commitments and the Term Facilities shall not exceed $1,000,000,000 at any time.  At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase (which it may determine in its sole discretion) its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.  The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.  In the event that insufficient Revolving Credit Commitments are received, the Borrower may request additional Revolving Credit Commitments from new lenders that are Eligible Assignees and upon execution of a Joinder Agreement, such Eligible Assignee shall become a Revolving Credit Lender hereunder and the Borrower also may reduce the amount of such requested increase, so

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long as such reduced amount is not less than the minimum amount.  Schedule 2.01 shall be modified accordingly for all such new Revolving Credit Commitments.

(b)           If the Commitments are increased in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase.  The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.  As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists.

(c)           On each Increase Effective Date, (x) the Borrower shall prepay Revolving Credit Loans outstanding on such Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05), including with the proceeds of new Revolving Credit Borrowings, to the extent necessary to keep Revolving Credit Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.14, and (y) if any L/C Advances are then outstanding pursuant to Section 2.03(c)(iii) or any participations in Swing Line Loans pursuant to Section 2.04(c)(ii) are outstanding, each Additional Revolving Credit Lender and each existing Revolving Credit Lender increasing its Revolving Credit Commitments shall make such L/C Advances or fund such participations in Swing Line Loans, and the L/C Advances or participations in Swing Line Loans of existing Revolving Credit Lenders not increasing their Revolving Credit Commitments shall be repaid, in each case, to the extent necessary to keep such L/C Advances and participations ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments pursuant to this Section 2.14.

(d)           This Section shall supersede any provisions in Section 10.01 to the contrary.

2.15         Increase in Term Loan Commitments.

(a)           So long as no Default has occurred and is continuing and no Default would result therefrom, upon notice to the Administrative Agent (which shall promptly notify all of the Lenders), the Borrower may from time to time, request the addition of one or more new term loan facilities (each an “Incremental Term Facility”) or one or more increases in the Term Commitments under a Term Facility existing at the time of such request (each such request for an Incremental Term Facility or an increase in Term Commitments being a “Term Commitment

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Increase”); provided that (i) any such request for Incremental Term Commitments shall be in a minimum amount of $50,000,000, (ii) the Borrower may make a maximum of three such requests and (iii) after giving effect to any such Term Commitment Increase, the aggregate amount of the Revolving Credit Commitments and the Term Facilities shall not exceed $1,000,000,000 at any time.  At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify:

(A)          The time period within which each Lender is requested to respond, which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders,

(B)           If the request is for an Incremental Term Facility, the requested Maturity Date for such Incremental Term Facility, which shall not be prior to six months after the Maturity Date in respect of the Term A Facility,

(C)           If the request is for an Incremental Term Facility, the requested amortization schedule for such Incremental Term Loans, which shall not amortize more rapidly (determined on the basis of amortization as a percentage of the initial principal amount) than quarterly installments of Term A Loans, and

(D)          If the request is for an Incremental Term Facility, any scheduled reduction of Incremental Term Commitments for such Incremental Term Facility.

(b)           Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate (which it may determine in its sole discretion) in such Incremental Term Facility and, if so, by what amount.  Any Lender not responding within such time period shall be deemed to have declined to participate.  The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. In the event that insufficient Incremental Term Commitments are received, the Borrower may request additional Incremental Term Commitments from new lenders that are Eligible Assignees and also may reduce the amount of such requested Incremental Term Commitments so long as such reduced amount is not less than the minimum amount.  Any Eligible Assignee agreeing to a Commitment in respect of an existing Term Facility shall, upon execution of a Joinder Agreement, become a Term Lender hereunder.  Such Incremental Term Facility, and the terms thereof, shall be set forth in an Incremental Term Facility Supplement to this Agreement among the Borrower and the Lenders under the Incremental Term Facility (upon execution of an Incremental Term Facility Supplement any Eligible Assignee shall become a Term Lender hereunder). Schedule I to such Incremental Term Facility Supplement shall set forth the Incremental Term Commitments of each Term Lender.

(c)           If Incremental Term Commitments are effected in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Incremental Effective Date”) and the final allocation of such Incremental Term Facility.  The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Incremental Effective Date.  As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Incremental Effective Date (in sufficient copies for each Lender) signed by a

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Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Incremental Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (y) no Default exists, and (ii) each Guarantor shall reaffirm its obligations under the Guaranty.

(d)           This Section shall supersede any provisions in Section 10.01 to the contrary.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01         Taxes.

(a)           Unless provided otherwise in Section 10.15(a)(iii), any and all payments by the Borrower to or for the account of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent and each Lender, (i) taxes imposed on or measured by its overall net income or its overall gross income and franchise taxes imposed in lieu thereof, by the United States or by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains a lending office or its principal executive office, and (ii) any branch profits tax imposed by the United States or any similar tax imposed by any other jurisdiction in which such lending office or principal executive office is located or is deemed to be doing business (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, unless provided otherwise in Section 10.15(a)(iii), (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01(a)), the Administrative Agent or such Lender, as applicable receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to the applicable Lender) or such Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or such other written evidence of payment thereof that is reasonably satisfactory to the Administrative Agent.

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(b)           In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or similar charges or levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”). If the Borrower is required to pay material amounts of any Other Taxes with respect to any Loan Document, then the applicable Lender shall take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including designation of a different lending office, if any) to eliminate or substantially reduce the amount of such taxes otherwise payable by the Borrower under this Section 3.01(b).

(c)           Unless provided otherwise in Section 10.15(a)(iii), the Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent or such Lender, and (ii) any liability (including additions to tax, penalties, interest and reasonable expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  Payment under this Section 3.01(c) shall be made within 30 days after the date such Lender or the Administrative Agent makes a demand therefor.  A certificate setting forth the amount of such payment delivered by a Lender or the Administrative Agent to the Borrower shall be conclusive absent the manifest error of the Lender or the Administrative Agent, as the case may be.

(d)           If any Lender or the Administrative Agent receives a refund of Taxes or Other Taxes paid by the Borrower or for which the Borrower has indemnified any Lender party or the Administrative Agent, as the case may be, pursuant to this Section 3.01, then such Lender or the Administrative Agent, as applicable, shall pay the amount of such refund, net of any expenses incurred by or any Taxes or Other Taxes imposed on such Lender or the Administrative Agent, to the Borrower within 30 days of the receipt of such amount; provided that the Borrower agrees, upon the request of such Lender or the Administrative Agent, to promptly return the amount of such refund (or a portion thereof) to such Lender or the Administrative Agent (together with the amount of any applicable penalties, interest or other charges in respect thereof) if such Lender or the Administrative Agent is required to repay such refund (or a portion thereof) to the relevant Governmental Authority.  Notwithstanding the foregoing, (i) the Borrower shall not be entitled to review the tax records or financial information of any Lender or the Administrative Agent and (ii) neither the Administrative Agent nor any Lender shall have any obligation to pursue any refund of Taxes or Other Taxes paid by the Borrower.

3.02         Illegality.  If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent),

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prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

3.03         Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

3.04         Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans

(a)           If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law that becomes effective after the date hereof (and in the case of a Lender acquiring its interest in any Loan or Commitment in an Assignment and Assumption, after the date of such Assignment and Assumption) or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income of such Lender by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements contemplated by Section 3.04(c) utilized in the determination of the Eurodollar Rate), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.  A certification as to the amount of such increased cost, including a calculation thereof in reasonable detail, shall be submitted to the Borrower upon the making of any demand pursuant to this Section.

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(b)           If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case, that becomes effective after the date hereof (and in the case of a Lender acquiring its interest in any Loan or Commitment in an Assignment and Assumption, after the date of such Assignment and Assumption), or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction. A certification as to the amount of such additional amounts owed to such Lender under this Section 3.04(b), including a calculation thereof in reasonable detail, shall be submitted to the Borrower upon the making of any demand pursuant to this Section.

(c)           The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice.

(d)           Notwithstanding the foregoing subsections (a) and (b) of this Section 3.04, the Borrower shall only be obliged to compensate any Lender for any amount arising or accruing during (i) any time period commencing not more than (A) in the case of subsection (a), six months and (B) in the case of subsection (b), three months, prior to the date on which such Lender notifies the Administrative Agent and the Borrower that it proposes to demand such compensation and identifies to the Administrative Agent and the Borrower the statute, regulation or other basis upon which the claimed compensation is or will be based and (ii) any time period during which, because of the retroactive application of such statute, regulation or other basis, such Lender did not know that such amount would arise or accrue.

3.05         Compensation for Losses.  Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)           any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

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(b)           any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c)           any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.16;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06         Matters Applicable to all Requests for Compensation.

(a)           A certificate of any Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error.  In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b)           Upon any Lender’s making a claim for compensation under Section 3.01 or 3.04, the Borrower may replace such Lender in accordance with Section 10.16.

3.07         Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01         Conditions of Restatement. The amendment and restatement of the Existing Credit Agreement pursuant hereto shall become effective on and as of the date (the “Restatement Closing Date”), which shall occur on or prior to March 29, 2007, on which each of the following conditions precedent shall have been satisfied or duly waived:

(a)           Substantially contemporaneously with the Restatement Closing Date and the making of the initial Loans hereunder, all principal of, and interest on, Loans owed to the Existing Lenders and all accrued fees and other amounts payable to the Existing Lenders shall have been paid in full.

(b)           The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by delivery of originals to the Administrative

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Agent) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Restatement Closing Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

(i)            executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to each Agent, each Lender and the Borrower;

(ii)           a Note duly executed by the Borrower in favor of each Lender requesting a Note;

(iii)          an amended and restated security agreement, in substantially the form of Exhibit G hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with, to the extent not already delivered to the Administrative Agent:

(A)          certificates representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank  and instruments evidencing the Pledged Debt indorsed in blank,

(B)           copies of proper financing statements, to be filed on or after the day of the initial Credit Extension under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement,

(C)           evidence of the insurance required by the terms of the Security Agreement,

(D)          to the extent not previously delivered under the Existing Credit Agreement, executed Assignments of Government Contract Claims and Notices of Assignment of Government Contract Claims with respect to each Assignable Government Contract Claim (remaining as of the Restatement Closing Date) in excess of $40,000,000 in effect as of the Restatement Closing Date, in accordance with Section 4(c) of the Security Agreement, and

(E)           evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed UCC-3 termination statements);

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(iv)          to the extent requested by the Administrative Agent and available as of the Restatement Closing Date, Mortgage Modifications covering the Mortgaged Properties, duly executed by the appropriate Loan Party, together with:

(A)          to the extent requested by the Administrative Agent in its sole discretion, evidence that counterparts of the Mortgage Modifications have been duly executed, acknowledged and delivered and are in a form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first (subject to Permitted Encumbrances) and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes, if any, and fees have been paid or will be paid upon recordation or filing of the Mortgage Modifications,

(B)           to the extent required by the Administrative Agent in its sole discretion, fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) or endorsements (including, but not limited to, “date-down” endorsements), updates or confirmations thereof (in respect of Mortgage Policies previously delivered under the Existing Credit Agreement) in form and substance, with endorsements and in amount reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects and encumbrances, excepting Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem reasonably necessary or desirable,

(C)           to the extent required by the Administrative Agent and in any Loan Party’s possession, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated as of a date reasonably satisfactory to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects,

(D)          evidence of the insurance required by the terms of the Mortgages, and

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(E)           such other consents, agreements and confirmations of third parties relating to the Mortgaged Properties or amendments, amendments and restatements, supplements, modifications, updates or confirmations thereof (in respect of the Existing Mortgages) as the Administrative Agent may deem reasonably necessary or desirable and evidence that all other actions that the Administrative Agent may deem reasonably necessary or desirable in order to create valid first (subject to Permitted Encumbrances) and subsisting Liens on the property described in the Mortgages have been taken;

(v)           such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;

(vi)          such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party (A) is duly organized or formed, including, without limitation, certified true and correct copies of the charter of each Loan Party, and each amendment thereto, as in effect on the Restatement Closing Date, and (B) is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(vii)         a favorable opinion of Gibson, Dunn & Crutcher LLP, special counsel to the Loan Parties, addressed to each Agent and each Lender, as to the matters (including intellectual property matters) set forth in Exhibit J-1;

(viii)        to the extent requested by the Administrative Agent, favorable opinions of local counsel for the Loan Parties (i) in jurisdictions in which the Mortgaged Properties are located, including, among other things, opinions with respect to the enforceability and continuing perfection of the Existing Mortgages as modified by the Mortgage Modifications covering the Mortgaged Properties and any related fixture filings, substantially in the form of Exhibit J-2 hereto and otherwise in form and substance reasonably satisfactory to the Administrative Agent, and (ii) if any Mortgage Modifications are delivered after the Restatement Closing Date pursuant to Section 6.15 hereof, in jurisdictions in which the Loan Parties party to such Mortgage Modifications are organized or formed, with respect to the valid existence, corporate power and authority of such Loan Parties in the execution and delivery of such Mortgage Modifications, in form and substance reasonably satisfactory to the Administrative Agent;

(ix)           a favorable opinion of general counsel to the Borrower, as to the matters set forth in Exhibit J-3;

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(x)            a certificate of a Responsible Officer of the Borrower either  (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

(xi)           a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since March 31, 2006 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

(xii)          a certificate attesting to the Solvency of the Loan Parties, on a consolidated basis, before and after giving effect to the Transaction, from the Chief Financial Officer of the Borrower, in substantially the form of Exhibit I hereto;

(xiii)         to the extent requested by the Administrative Agent and available to the Borrower and its Subject Subsidiaries, any currently relevant environmental assessment report, as to any Environmental Liabilities to which any Loan Party or any of its Subsidiaries may be subject, and the Lenders shall be satisfied that such Environmental Liabilities were adequately reflected in the Borrower’s financial reserves shown on the financial statements included in the Information Memorandum or that, to the extent not so reflected, the Borrower has made adequate provision for such Environmental Liabilities (including as may have been disclosed in any filing with the SEC prior to the date of the Offering Memorandum);

(xiv)        evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and

(xv)         such financial, business and other information regarding the Borrower and its Subsidiaries and such other assurances, certificates, documents, consents or opinions as any Agent or any Lender reasonably may require.

(c)           The Borrower shall have paid, prior to the Restatement Closing Date, (i) all fees and expenses (including the reasonable fees and expenses of Shearman & Sterling LLP) required to be paid on the Restatement Closing Date pursuant to the Fee Letter, and (ii) all other fees and expenses required to be paid pursuant to Section 10.04(a) for which invoices shall have been presented to the Borrower prior to the Restatement Closing Date.

(d)           There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any Governmental Authority or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect, or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Transaction.

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(e)           All governmental authorizations and all third party consents and approvals necessary in connection with the Transaction shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect; and no Law shall be applicable in the judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

4.02         Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a)           The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.

(b)           No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(c)           The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied or will be satisfied on and as of the date of the applicable Credit Extension and the Administrative Agent shall have received for the account of such Lender or such L/C Issuer a certificate signed by a duly authorized officer of the Borrower, dated the date of such Credit Extension, stating that such statements are true.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Agents and the Lenders that:

5.01         Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Subsidiaries (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all

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requisite corporate or other organizational power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws (such compliance to include, without limitation, compliance with the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970, and with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub.L.107-56 and all other laws and regulations relating to money laundering and terrorist activities); except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02         Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, and the consummation of the Transaction, are within such Loan Party’s corporate or other organizational powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) violate any Law; or (d) result in the creation of any Lien other than a Lien expressly permitted under Section 7.01.

5.03         Governmental Authorization; Other Consents. As of the Restatement Date and as of each date for which Schedule 5.03 has been supplemented in accordance with Section 6.02(i), no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (i) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Material Debt Document, or for the consummation of the Transaction, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority (subject to Specified Statutory Liens) nature thereof) or (iv) the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 5.03 hereto, all of which have been duly obtained, taken, given or made and are in full force and effect except as otherwise stated in such Schedule 5.03.

5.04         Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.  This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms.

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5.05         Financial Statements; No Material Adverse Effect.

(a)           The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all Material Debt and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b)           The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated December 31, 2006, and the related consolidated statements of income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal yearend audit adjustments.  As of the Restatement Date and as of each date for which such Schedule 5.05 has been supplemented in accordance with Section 6.02(i), Schedule 5.05 sets forth all Material Debt and other material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness and, except for Indebtedness under the Convertible Notes, since the date of such financial statements through the Restatement Closing Date, there has been no material change in such indebtedness or liabilities.

(c)           Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

5.06         Litigation.  There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document, or the consummation of the Transaction or any part thereof, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

5.07         No Default. Neither the Borrower nor any Subsidiary is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

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5.08         Ownership of Property; Liens; Investments.

(a)           The Borrower and each Subject Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business as it is currently conducted, except for Permitted Liens and such other defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)           The property of the Borrower and its Subject Subsidiaries is subject to no Liens, other than Permitted Liens.

(c)           As of the Restatement Date and as of each date for which such Schedule 5.08(c) has been supplemented in accordance with Section 6.02(i), set forth on Schedule 5.08(c) hereto is a complete and accurate list, as of the Restatement Closing Date, of all owned real property with a book value in excess of $10,000,000 owned by the Borrower and its Subject Subsidiaries, as of the date hereof showing the street address, county or other relevant jurisdiction, state, and record owner thereof.  The Borrower and each Subsidiary has good, marketable and insurable fee simple title to such real property, free and clear of all Liens other than Permitted Liens.

5.09         Environmental Matters.

(a)           Borrower and its Subsidiaries have been and are in compliance with all Environmental Laws, including obtaining and complying with all required Environmental Permits, other than non-compliances that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(b)           Neither the Borrower nor any of its Subsidiaries nor any property currently or, to the knowledge of Borrower or any of its Subsidiaries, previously owned, operated or leased by or for Borrower or any of its Subsidiaries is subject to any pending or, to the knowledge of Borrower or any of its Subsidiaries, threatened, claim, order, agreement, notice of violation, notice of potential liability or is the subject of any pending or threatened proceeding or governmental investigation under or pursuant to Environmental Laws other than those that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(c)           Except as set forth on Schedule 5.09(c), as of the Restatement Closing Date and as of each date for which such Schedule has been supplemented in accordance with Section 6.02(i), neither the Borrower nor any of its Subsidiaries is a treatment, storage or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42  U.S.C. § 6901 et seq., the regulations thereunder or any state analog.

(d)           There are no facts, circumstances or conditions known to Borrower or any of its subsidiaries arising out of or relating to the operations or ownership of Borrower or any of its Subsidiaries or of the property owned, operated or leased by Borrower or any of its Subsidiaries that are not specifically included in the financial information furnished to the Lenders that could be reasonably expected to result in any material Environmental Liabilities,

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unless such liabilities are (i) covered by environmental liability insurance, (ii) subject to an indemnity from a Governmental Party, or (iii) subject to an indemnity satisfactory to the Borrower from a Person that is not an Affiliate of the Borrower that the board of directors of the Borrower have determined in good faith is appropriately credit worthy in relation to the potential amount of such liabilities.

(e)           As the date hereof, no Environmental Lien has attached to any property of Borrower or its Subsidiaries and, to the knowledge of Borrower or its Subsidiaries, no facts, circumstance or conditions exist that could, individually or in the aggregate, reasonably be expected to result in an Environmental Lien that would have a Material Adverse Effect.

(f)            Neither Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, as of the Restatement Closing Date, any investigation or assessment or Remedial Action relating to any actual or threatened release of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by Borrower or any of its Subsidiaries have been disposed of in a manner that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

5.10         Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates.

5.11         Taxes. The Borrower and its Subsidiaries have filed all federal and all material state and other tax returns and reports required to be filed, and have paid all federal and all material state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are not yet due or are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.

5.12         ERISA Compliance

(a)           Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable Laws.  Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of the Borrower or any ERISA Affiliate after due and diligent investigation, nothing has occurred which would prevent, or cause the loss of, such qualification.  Each Loan Party and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

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(b)           There are no pending or, to the knowledge of the Borrower or any ERISA Affiliate after due and diligent investigation, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c)           (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived, and no application for a waiver of the minimum funding standard has been filed with respect to any Pension Plan; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any material liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any material liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction described in Sections 4069 or 4212(c) of ERISA.

(d)           (i) With respect to each scheme or arrangement mandated by a government other than the United States (a “Foreign Government Scheme or Arrangements”), any employer and employee contributions required by law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; and (ii) except for Foreign Government Schemes or Arrangements, no Loan Party or Subsidiary of any Loan Party maintains or contributes to any employee benefit plan that is not subject to the Laws of the United States of America.

5.13         Subsidiaries; Equity Interests.  As of the Restatement Date and as of each date forwhich such Schedule 5.13 has been supplemented in accordance with Section 6.02(i): (i) the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries (other than COI Ceramics, Inc.) have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents and liens permitted under Section 7.01(c); (ii) the Borrower and its Subject Subsidiaries have no Investments constituting Equity Interests in any Person other than (x) Subject Subsidiaries and (y) those specifically disclosed in Part (b) of Schedule 5.13; (iii) set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Restatement Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation; and (iv) the charter of each Loan Party and each amendment thereto (in the form of the copies provided pursuant to Section 4.01(b)(vi)) is valid and in full force and effect.

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5.14         Margin Regulations; Investment Company Act

(a)           The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock and no proceeds of any Borrowings or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(b)           None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.  Neither the making of any Loan, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the SEC thereunder.

5.15         Disclosure. The Borrower has disclosed to the Agents and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.  No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time.

5.16         Compliance with Laws. Each Loan Party and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.17         Intellectual Property; Licenses, Etc.  Except as would not reasonably be expected to result in a Material Adverse Effect, the Borrower and its Subsidiaries own, or have secured licenses for, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, and other intellectual property rights used in the operation of their respective business (collectively, “IP Rights”). To the knowledge of each Loan Party and its Subject Subsidiaries, the use of the IP Rights in connection with such businesses does not materially infringe or misappropriate the rights of any other Person.  To the knowledge of the Borrower and its Subject Subsidiaries, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any of its Subject Subsidiaries materially infringes upon any rights held by any other Person.  No claim

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or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower and its Subsidiaries, threatened in writing, that, in either case, would reasonably be expected to have a Material Adverse Effect.

5.18         Solvency. The Loan Parties are, on a consolidated basis, Solvent.

5.19         Casualty, Etc. Neither the business nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could be reasonably likely to have a Material Adverse Effect.

5.20         Perfection, Etc. Except as otherwise set forth in Section 6.15 or not required pursuant to Section 6.12, all filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken or will be duly made or taken immediately after the Restatement Closing Date, and are in full force and effect, and the Collateral Documents create in favor of the Administrative Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral subject to Specified Statutory Liens, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken or will be duly made or taken immediately after the Restatement Closing Date.  The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents.

5.21         Designated Senior Indebtedness. The Indebtedness under the Loan Documents and all other Obligations constitute (i) “Senior Indebtedness” and “Designated Senior Indebtedness” under the Senior Subordinated Notes Indenture and the Convertible Notes Indenture, respectively, and (ii) senior indebtedness as defined in terms analogous to the foregoing terms under any other Material Debt Documents with respect to Material Debt that is subordinated in right of payment to the Obligations.

5.22         Loan Parties Consolidated Assets. The Borrower and the Guarantors collectively own at least 85% of the consolidated total assets of the Borrower.

ARTICLE VI
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to:

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6.01         Financial Statements. Deliver to the Administrative Agent and each Lender (including through electronic and other customary internet-based means), in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a)           as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended March 31, 2007), an audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and

(b)           as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ended July 1, 2007), an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b), but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and (b) at the times specified therein.

6.02         Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a)           concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating (which certificate and the statements contained therein may be limited in form, scope and substance to the extent required by accounting rules or guidelines in effect from time to time and to the extent delivery of any such certificate is permitted pursuant to such rules or guidelines) that in making the examination necessary therefor no knowledge was obtained of any Default existed as of

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the date of such statements or, if any such Default shall exist, stating the nature and status of such event;

(b)           concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), (i) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower, and in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 7.10, a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate of the chief financial officer of the Borrower describing in reasonable detail (including amounts) all Acquisitions consummated in such period pursuant to Section 7.03(f) and all Investments in Foreign Subsidiaries, Joint Ventures and other minority interests during such period made pursuant to Section 7.03(g);

(c)           promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any Subsidiary, or any audit of any of them;

(d)           promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any Governmental Authority that may be substituted therefor, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(e)           promptly after the furnishing or receipt thereof, (i) copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any Material Debt Document (relating to Material Debt incurred under Section 7.02(c) or (d)) and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02, and (ii) copies of all notices, requests, demands, waivers, forbearances and other documents received by any Loan Party or any of its Subsidiaries under or pursuant to any Material Debt Document with respect to any event, development or circumstance that could be adverse in any material respect (including the occurrence of any default) to (A) the Borrower, any Material Subsidiaries or the Borrower and its Subsidiaries taken as a whole or (B) the rights, interests and remedies of the Secured Parties under any of the Loan Documents; and, from time to time upon request by the Administrative Agent, such information and reports regarding such Material Debt Document as the Administrative Agent may reasonably request;

(f)            as soon as available and in any event within 30 days after the end of each fiscal year, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Subsidiaries and containing such additional

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information as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably specify;

(g)           promptly and in any event within five Business Days after receipt thereof by any Loan Party or any of its Subsidiaries, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non- U.S. jurisdiction) concerning any formal investigation or other formal inquiry by such agency regarding financial or other operational results of any Loan Party or any of its Subsidiaries;

(h)           promptly after receiving any written notice of any Environmental Action against any Loan Party or any of its Subsidiaries or of any Loan Party or any of its Subsidiaries obtaining knowledge of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to (i) have a Material Adverse Effect or (ii) cause any property described in the Mortgages to be subject to any material restrictions on occupancy or use or to be subject to any restrictions on ownership or transferability under any Environmental Law, copies of such notice;

(i)            as soon as available and in any event within 30 days after the end of (A) each fiscal year, a report supplementing Schedules 5.08(c) and 5.13 hereto, including an identification of (1) all owned real property of the type described in Section 5.08(c) disposed of for $10,000,000 or more by the Borrower or any of its Subject Subsidiaries during such fiscal year (including the street address, county or other relevant jurisdiction, state and sales prices thereof, (2) all owned real property acquired for $10,000,000 or more of the type described in Section 5.08(c) during such fiscal year (including the street address, county or other relevant jurisdiction, state, record owner, and purchase price thereof) and (3) a description of such other changes, if any, in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete and (B) each fiscal quarter, amendments to each Schedule referred to in Section 10 of the Security Agreement to add any additional information or change any information required to ensure the representations and warranties contained therein are true and correct in all material respects; and

(j)            promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and each Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the

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Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or by customary electronic or internet postings) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions of such documents). Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent.  Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will, subject to Section 10.08, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

6.03         Notices. Within three Business Days, notify the Administrative Agent and each Lender:

(a)           upon any Responsible Officer obtaining actual knowledge of the occurrence of any Default;

(b)           (i) of any Environmental Action or termination or cancellation of a Government Contract by a Governmental Party or subcontract with respect to a Government Contract that has resulted or could reasonably be expected to result in a Material Adverse Effect, and (ii) upon any Responsible Officer obtaining actual

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knowledge of any other matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;

(c)           upon any Responsible Officer obtaining actual knowledge of the occurrence of any ERISA Event;

(d)           of any material change in accounting policies or financial reporting practices by any Loan Party or any Subject Subsidiary;

(e)           of the receipt of any Extraordinary Receipt for which the Borrower is required to make a mandatory repayment pursuant to Section 2.05(b)(i); and

(f)            of any announcement by Moody’s or S&P of any change in the Senior Secured Credit Rating.

Each notice pursuant to this Section, other than notices under clauses (d) and (f) above, shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04         Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary and except where the failure to so pay or discharge could not in the aggregate be reasonably be expected to have a Material Adverse Effect.

6.05         Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; and (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except, in each case, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.06         Maintenance of Properties. Subject to Section 7.05, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except, where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.07         Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower (other than insurance provided through ATK Insurance Company which shall be subject to reasonable and prudent re-insurance in light of the capitalization of ATK Insurance Company), insurance with respect to its properties and business,

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subject to the provisions of Section 13 of the Security Agreement, against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any insurance provided through ATK Insurance Company which shall be subject to reasonable and prudent re-insurance in light of the capitalization of ATK Insurance Company compatible with the following standards) as are customarily carried under similar circumstances by such other Persons and providing that such insurer will endeavor to give not less than 30 days’ prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance.  The Borrower and ATK Insurance Company shall give not less than 30 days’ prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance, including all re-insurance.

6.08         Compliance with Laws. Comply in all material respects with the requirements of all Laws (including, without limitation, Environmental Laws) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09         Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.

6.10         Inspection Rights. Permit representatives and independent contractors of each Agent and each Lender at the Lender’s own expense to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (subject to applicable governmental confidentiality and secrecy laws and requirements), and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when a Specified Default exists any Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

6.11         Use of Proceeds. Use the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan Document, including, without limitation, (a) for refinancing or replacing Credit Extensions made by the Existing Lenders, (b) for providing working capital to the Borrower and its Subsidiaries, including to enable them to perform their obligations under Government Contracts, (c) for share repurchases and dividends, and (d) for financing capital expenditures and Acquisitions.

6.12         Covenant to Guarantee Obligations and Give Security.

(a)           Upon (x) the request of the Administrative Agent following the occurrence and during the continuance of a Specified Default or (y) the delivery of the report (the “Report”)

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required to be delivered pursuant to Section 6.02(i) indicating the formation or acquisition of any new direct or indirect Domestic Subsidiaries by any Loan Party (and as may be required in order to comply with Section 7.11) or the acquisition of any property by any Loan Party, and such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest subject to Specified Statutory Liens in favor of the Administrative Agent for the benefit of the Secured Parties, unless expressly excluded from being required to be the subject of such security interest by the terms of this Agreement or the terms of the Collateral Documents, then the Borrower shall, in each case at the Borrower’s expense:

(i)            in connection with the formation or acquisition of a Domestic Subsidiary, within 10 Business Days after the delivery of the Report, cause each such Domestic Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,

(ii)           within 5 Business Days after such request or after the delivery of the Report, furnish to the Administrative Agent a description of the owned real properties having a purchase price (or in the case of a Specified Default, fair market value) of $10,000,000 or more and, in the case of a Specified Default, other properties of the Loan Parties and their respective Subsidiaries so acquired or upon which the Administrative Agent does not have a valid, first priority, perfected Lien, unless expressly excluded from being required to be the subject of such security interest by the terms of this Agreement or the terms of the Collateral Documents, in each case in detail reasonably satisfactory to the Administrative Agent,

(iii)          within 10 Business Days after such request or after the delivery of the Report, duly execute and deliver, and cause each such Domestic Subsidiary and each direct and indirect parent of such Domestic Subsidiary (if it has not already done so) to duly execute and deliver, to the Administrative Agent mortgages, deeds of trust, trust deeds, deeds to receive debt, pledges, assignments, Security Agreement Supplements, IP Security Agreement Supplements and other security agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Equity in and of such Domestic Subsidiary, and other instruments of the type specified in Section 4.01(b)(iii)), securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such properties, except during the continuation of a Specified Default, only to the same extent that is required in the Collateral Documents,

(iv)          within 10 Business Days after such request or after the delivery of the Report, take, and cause such Domestic Subsidiary or such parent to take, whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the

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Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the mortgages, deeds of trust, trust deeds, deeds to receive debt, pledges, assignments, Security Agreement Supplements, IP Security Agreement Supplements and security agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, except during the continuation of a Specified Default, only to the same extent that is required in the Collateral Documents,

(v)           within 10 Business Days after such request or after the delivery of the Report, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such guaranties, guaranty supplements, mortgages, deeds of trust, trust deeds, deeds to receive debt, pledges, assignments, Security Agreement Supplements, IP Security Agreement Supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Administrative Agent may reasonably request,

(vi)          as promptly as practicable after such request or after the delivery of the Report, deliver, upon the request of the Administrative Agent in its reasonable discretion, to the Administrative Agent with respect to each parcel of real property acquired for $10,000,000 or more (except that no minimum amount shall apply in the case of a Specified Default) owned by the entity that is the subject of such request, formation or acquisition title policies, surveys and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent, and

(vii)         promptly execute and deliver any and all further instruments and documents and take all such other actions as required by the Security Agreement and at any time and from time to time as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, deeds of trust, trust deeds, deeds to receive debt, pledges, assignments, Security Agreement Supplements, IP Security Agreement Supplements and security agreements.

(b)           Any Subsidiary or Excluded Joint Venture that is not a Guarantor that becomes a guarantor with respect to any Material Debt of any Loan Party shall immediately comply with Section 6.12(a) as if it were a newly formed Domestic Subsidiary of a Loan Party.

6.13         Further Assurances. Promptly upon request by any Agent, or any Lender through the Administrative Agent, (i) correct any material defect or error that may be discovered

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in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Loan Documents, (B) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (C) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

6.14         Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract (including each Government Contract) in full force and effect, enforce each such Material Contract in accordance with its terms, except, in any case, where the failure to do so, either individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

6.15         Conditions Subsequent to the Restatement Closing Date. (a) Within 60 days after the Restatement Closing Date (which time period may be extended by an additional 60 days at the sole discretion of the Administrative Agent), furnish to the Administrative Agent such items required under Section 4.01(b)(iv) and Section 4.01(b)(viii) that were not delivered on or prior to the Restatement Closing Date in accordance with such sections, in each case in compliance with the provisions of, and together with the other requirements set forth in, such sections, (b) within 30 days after the Restatement Closing Date (which time period may be extended by an additional 30 days at the sole discretion of the Administrative Agent), at the sole discretion of the Administrative Agent, furnish to the Administrative Agent a supplement to the Intellectual Property Security Agreement, and (c) comply with the requirements of Section 15(h) of the Security Agreement, if applicable.

6.16         Assignable Government Contract Claims. The Borrower and each other Loan Party shall (a) within thirty days following the date thereof, notify the Administrative Agent upon (i) entering into any individual Government Contract with Assignable Government Contract Claims in excess of $40,000,000 (with descriptions of the contract, Government Party and Loan Party), and (ii) the termination or cancellation of any Government Contract with Government Contract Claims (remaining as of such time) in excess of $50,000,000 and (b) comply with each provision in the Security Agreement with respect to Government Contract Claims, including, without limitation, execution and delivery of Assignments of Government Contract Claims and Notices of Assignments of Government Contract Claims.

6.17         Preparation of Environmental Reports. At the request of the Administrative Agent after the Administrative Agent shall have obtained knowledge of any circumstances that has the reasonable likelihood of Borrower or any of its Subsidiaries incurring

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any Environmental Liability that could reasonably be expected to result in a Default or a Material Adverse Effect as a result of any information provided under Section 6.02(h) or (j) or Section 6.03(a) or (b) hereunder or through other publicly available information filed with the SEC, the Borrower shall provide to the Lenders within sixty days after such request, at the expense of the Borrower, an environmental site assessment report for any of its properties described in such request, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant access at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment subject to government approvals, if such approvals are required.  The Borrower shall take all reasonable steps to obtain any such required government approvals.

ARTICLE VII
NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

7.01         Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist any security agreement authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, other than the following:

(a)           Liens created pursuant to any Loan Document;

(b)           Liens existing on the date hereof and listed on Schedule 7.01(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount of the obligations secured thereby is not increased except, in respect of Indebtedness, if permitted by Section 7.02(e), (iii) no additional Loan Party shall become a direct or contingent obligor of the obligations secured thereby and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(e);

(c)           Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

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(d)           carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e)           pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(f)            deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g)           (i) easements, rights-of-way, zoning and similar restrictions and other similar encumbrances or title defects which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person, and (ii) Permitted Encumbrances; provided further, that if a Loan Party or any Subsidiary is permitted to create or suffer any of the Permitted Liens described in this Section 7.01(g) that have been or will be recorded against the applicable property after the date hereof, the Administrative Agent shall subordinate the lien of the mortgage to such Permitted Lien, promptly after any such written request by a Loan Party or Subsidiary, as applicable;

(h)           Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;

(i)            Liens securing Indebtedness permitted under Section 7.02(g); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the principal amount of the Indebtedness secured thereby does not exceed the cost of the property being acquired, constructed or improved on the date such Indebtedness is incurred and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any Collateral or assets other than the assets subject to such Capitalized Leases;

(j)            Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or on any Property acquired, in each case, in connection with any Acquisition permitted under Section 7.03(f); provided that such Liens were not created in contemplation of such Acquisition and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary and the obligations secured thereby are permitted under Section 7.02(g);

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(k)           (i) Liens created by any Loan Party in favor of any other Loan Party and (ii) Liens created by any Subsidiary that is not a Loan Party in favor of the Borrower or any other Subsidiary;

(l)            (i) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases and (ii) Uniform Commercial Code filings in respect of Liens permitted under this Section 7.01;

(m)          Liens on equipment, inventory and goods, including supplies, materials and work in process, created in the ordinary course of business in favor of a Governmental Party by operation of Parts 32 and 45 of the Federal Acquisition Regulation, all implementing contract provisions at Part 52, and any corresponding provisions in any applicable agency Federal Acquisition Regulation Supplement in connection with the performance by the Borrower and its Subsidiaries under a Government Contract (and not arising out of a default under such Government Contract);

(n)           other Liens securing obligations outstanding in an aggregate amount not to exceed $50,000,000; and

(o)           Liens on any segregated and identifiable proceeds of any assets subject to a Lien permitted by the foregoing clauses of this Section 7.01 to the extent the documents governing such Liens expressly provide therefor or such Liens arise as a matter of law.

7.02         Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a)           Indebtedness under the Loan Documents;

(b)           Indebtedness of the Borrower under the Senior Subordinated Notes and the Convertible Notes and guarantees thereof by the Guarantors;

(c)           so long as no Default is continuing or would result therefrom, Indebtedness of the Borrower that (i) is subordinated in right of payment to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent, (ii) has a scheduled maturity no earlier than six months after the latest scheduled maturity of any Facility, (iii) has no scheduled amortization or mandatory prepayment or redemption (including at the option of the holders thereof) except customary provisions for offers to purchase upon a change of control or an asset sale, (iv) has covenants and defaults (A) no more restrictive to the Borrower and its Subsidiaries than those contained in the Senior Subordinated Indenture, taken as a whole, (which, if reasonably requested by the Borrower, may be confirmed by the Administrative Agent, it being understood that the Administrative Agent may, but shall not be obligated to, seek the consent of the Required Lenders prior to giving such confirmation), or (B) otherwise acceptable to the Required Lenders, and (v) which may be guaranteed by the Guarantors on the same subordination terms as in clause (i) above; provided, that if such Indebtedness is to be in the form of subordinated Indebtedness convertible into common Equity Interests of the Borrower, such convertible Indebtedness may have customary conversion and voluntary

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or mandatory redemption provisions for convertible debt securities which may be payable in (x) common Equity Interests of the Borrower at any time or (y) in cash only if exercisable by the Borrower or the holders thereof after a date six months after the latest scheduled maturity of any Facility (it being agreed that conversion and redemption provisions substantially similar to the conversion and redemption provisions of any Convertible Notes shall in any event be permitted);

(d)           so long as (i) no Default is continuing or would result therefrom, and (ii) after giving pro forma effect to the incurrence thereof, the Borrower would have been in compliance with the Consolidated Leverage Ratio covenant set forth in Section 7.10(b) for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered, unsecured Senior Debt of the Borrower that (A) has a scheduled maturity no earlier than six months after the latest scheduled maturity of any Facility, (B) has no scheduled amortization or mandatory prepayment or redemption (including at the option of the holders thereof) except customary offers to purchase upon a change of control, and, to the extent then customary, an asset sale, and (C) has covenants and defaults applicable to the Borrower and its Subsidiaries customarily contained in senior note indentures (and in any event, without limiting the foregoing, less restrictive than those contained in this Agreement, it being understood that the Senior Subordinated Notes Indenture is less restrictive than this Agreement); provided, that if such Indebtedness is to be in the form of Indebtedness convertible into common Equity Interests of the Borrower, such convertible Indebtedness may have customary voluntary or mandatory redemption provisions for convertible debt securities which may be payable in (x) common Equity Interests of the Borrower at any time or (y) in cash only if exercisable by the Borrower or the holders thereof after a date six months after the latest scheduled maturity of any Facility (it being agreed that conversion and redemption provisions substantially similar to the conversion and redemption provisions of any Convertible Notes shall in any event be permitted);

(e)           Indebtedness outstanding on the date hereof and listed on Schedule 7.02(e) and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct and contingent obligors thereof shall not be changed, as a result of or in connection with such refinancing, refunding, renewal or extension; provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Indebtedness does not exceed the then applicable market interest rate;

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(f)            (i) Guarantees of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary, and (ii) intercompany Indebtedness among the Borrower and its Subsidiaries, in each of clauses (i) and (ii), so long as such Guarantee or intercompany Indebtedness is an Investment permitted under Section 7.03;

(g)           Indebtedness in respect of Capitalized Leases, Synthetic Leases and purchase money obligations for fixed or capital assets acquired, constructed or improved within the limitations set forth in Section 7.01(i); provided, however, that the aggregate principal amount of all such Indebtedness at any one time outstanding shall not exceed $50,000,000; and

(h)           Indebtedness not otherwise permitted by this Section 7.02 in an aggregate principal amount outstanding at any time not to exceed $100,000,000.

7.03         Investments. Make or hold any Investments, except:

(a)           Investments held by the Borrower or a Subsidiary in the form of Cash Equivalents; provided, that ATK Insurance Company may also hold any other reasonable Investments in the ordinary course of its operations;

(b)           (i) Investments of the Borrower in any Guarantor, (ii) Investments of any Guarantor in the Borrower or another Guarantor, and (iii) Investments by Subsidiaries that are not Loan Parties in any Loan Party;

(c)           Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(d)           Investments existing on the date hereof and set forth on Schedule 7.03(d);

(e)           Investments by the Borrower in Swap Contracts in the ordinary course of business not prohibited under Section 7.16; and

(f)            Investments consisting of Acquisitions; provided that, with respect to each Acquisition made pursuant to this Section 7.03(f):

(A)          if such Acquisition is in respect of (i) a Person, such Person shall become a wholly-owned Domestic Subsidiary and such Domestic Subsidiary shall comply with the requirements of Section 6.12, and (ii) the assets of a Person, a Loan Party shall acquire such assets and such Loan Party shall comply with the requirements of Section 6.12;

(B)           the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be in, or substantially related to, the aerospace, defense or commercial ammunition industries;

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(C)           such Acquisition shall not include or result in any Environmental Liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of any Material Subsidiary or of the Borrower and its Subsidiaries, taken as a whole unless such liabilities are (x) covered by environmental liability insurance, (y) subject to an indemnity from a Governmental Party or (z) subject to an indemnity satisfactory to the Borrower from the seller of such Person, property or assets (or an Affiliate thereof) and the board of directors of the Borrower have determined in good faith that the seller or such Affiliate thereof is appropriately creditworthy in relation to the potential amount of such Environmental Liabilities;

(D)          immediately before and immediately after giving pro forma effect to any such Acquisition, (i) no Default shall have occurred and be continuing and (ii) the noncash consideration for such Acquisition may consist solely of Company Stock; provided that (1) the Borrower shall demonstrate in reasonable detail that after giving pro forma effect to the Acquisition (including, without limitation, the incurrence and assumption of any Indebtedness in connection therewith), the Borrower would be in compliance by more than 0.25:1.00 with the Consolidated Leverage Ratio covenant set forth in Section 7.10(b); and (2) for the purposes of this Section 7.03, pro forma compliance with respect to Section 7.10 shall be computed for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered;

(E)           the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least two Business Days following the date on which any such purchase or other acquisition is to be consummated a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this Section 7.03(f) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and

(g)           Investments by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.03 in an aggregate amount not to exceed 10% of the consolidated total assets of the Borrower (determined on a pro forma basis as of the end of the prior fiscal year); provided that, with respect to each Investment made pursuant to this Section 7.03(g):

(A)          such Investment shall not include and would not reasonably be expected to result in any Environmental Liabilities material to the business, financial condition, operations or prospects of any Material Subsidiary or of the Borrower and its Subsidiaries, taken as a whole unless such liabilities are (x) covered by environmental liability insurance, (y) subject to an indemnity from a Governmental Party, or (z) subject to an indemnity satisfactory to the Borrower from the seller of such Person, property or assets (or an Affiliate thereof) and the board of directors of the Borrower have determined in good faith that the seller or such Affiliate thereof is appropriately creditworthy in relation to the potential amount of such Environmental Liabilities;

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(B)           such Investment shall be in Persons, property and assets which are part of, or in lines of business which are in, or substantially related to, the aerospace, defense or commercial ammunition industries; provided, that the aggregate amount of Investments under this Section 7.03(g) shall be permitted only if, after giving pro forma effect thereto, the Loan Parties would be in compliance with Section 7.11;

(C)           any determination of the amount of such Investment shall include all cash consideration and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof, all write-downs of property and assets and reserves for liabilities with respect thereto) paid by or on behalf of the Borrower and its Subsidiaries in connection with such Investment;

(D)          immediately before and immediately after giving pro forma effect to any such Investment, no Default shall have occurred and be continuing; provided that pro forma compliance with respect to Section 7.10 shall be computed for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered; and

(h)           Investments by the Borrower in respect of, including by way of any contributions to, any employee benefit, pension or retirement plan, including any Pension Plan or Mulitiemployer Plan.

7.04         Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of a Person, except that, so long as no Default exists or would result therefrom:

(a)           any Domestic Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, a Guarantor shall be the continuing or surviving Person;

(b)           any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party;

(c)           any Subsidiary which is not a Loan Party may dispose of all or substantially all its assets to (i) another Subsidiary which is not a Loan Party or (ii) to a Loan Party for no consideration, or, in the case of this clause (ii), pursuant to a Disposition which is in the nature of a liquidation; and

(d)           in connection with any Acquisition permitted under Section 7.03(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Domestic Subsidiary of the Borrower that complies or is in compliance with Section 6.12.

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7.05         Dispositions. Make any Disposition, except:

(a)           Dispositions of (i) obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business or (ii) property which the Borrower in good faith determines is surplus property and as a result is no longer useful or economic in the conduct of the business of the Borrower and its Subsidiaries;

(b)           Dispositions of inventory in the ordinary course of business;

(c)           Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are, within 30 days after such Disposition, applied to the purchase price of such replacement property;

(d)           Dispositions of property by (x) the Borrower to any Guarantor and (y) any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that for Dispositions described in clause (y) above, if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor;

(e)           (i) Dispositions permitted by Section 7.04 and (ii) the grant of any Lien permitted by Section 7.01;

(f)            Dispositions of Cash Equivalents;

(g)           Non-exclusive licenses of IP Rights (i) in the ordinary course of business, and (ii) in favor of a Governmental Party in respect of IP Rights developed during the performance of a Government Contract with such Governmental Party to the extent that such license was (A) required by the Federal Acquisition Regulation or (B) contemplated by the Federal Acquisition Regulation and included in such Government Contract if the Borrower reasonably determines that such license was necessary or advisable in order to procure such Government Contract;

(h)           concurrently with the acquisition of any fixed or capital assets, the sale and leaseback thereof so long as such lease is an operating lease and such acquisition, sale and leaseback transaction was entered into in order to obtain favorable governmental pricing of such assets; and

(i)            Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate fair market value of all property Disposed of in reliance on this clause (i) during the term of this Agreement shall not exceed 15% of the consolidated total assets of the Borrower in any one fiscal year and 20% of the consolidated total assets of the Borrower in the aggregate since the Restatement Closing Date (in each case, determined as of the date of the most recently delivered financial statements pursuant to Section 6.01) and (iii) the price for such asset shall be paid to the Borrower or such Subsidiary for at least 80% cash consideration;

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provided, however, that any (x) Disposition pursuant to Section 7.05(a)(ii), Section 7.05(b) through Section 7.05(f) (other than Section 7.05(d) and Section 7.05(e)(ii)) shall be for fair market value, (y) any Disposition of Equity Interests in a Subsidiary pursuant to Section 7.05(i) resulting in a Joint Venture shall only be permitted to the extent that the fair market value of the remaining Equity Interests in such Joint Venture is an Investment permitted under Section 7.03(g), and (z) any Disposition of assets to another Person pursuant to Section 7.05(i) the consideration for which are Equity Interests or other interests of another Person resulting in a Joint Venture, shall only be permitted to the extent the fair market value of such assets would constitute an Investment permitted under Section 7.03(g); provided, further, that no assets shall be Disposed of under Section 7.05(i) in connection with an asset securitization transaction.

7.06         Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

(a)           each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests);

(b)           each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

(c)           the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;

(d)           the Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and

(e)           so long as such Restricted Payment would be permitted under the Material Debt Documents then outstanding, the Borrower may (A) redeem or purchase the Convertible Notes, in whole or in part, at a redemption or purchase price not to exceed 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to be paid pursuant to Section 7.06(d); provided, that after giving pro

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forma effect to such redemption or repurchase and any transactions related thereto, (i) the Borrower shall be in compliance with the covenants set forth in Section 7.10, and (ii) the Borrower shall have a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of the debt being refinanced.

7.07         Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.

7.08         Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to (a) transactions between or among any Loan Parties, (b) Restricted Payments permitted to be made pursuant to Section 7.06, (c) issuances of securities or other payments pursuant to, or the funding of, employment arrangements, indemnification agreements, stock options and stock ownership plans approved by the board of directors of the Borrower or such Subsidiary, (c) the grant of stock options or similar rights  to employees and directors of the Borrower pursuant to plans approved by the board of directors of the Borrower, (d) loans or advances to employees in the ordinary course of business in accordance with past practices of the Borrower and its Subsidiaries to the extent permitted under Section 7.03, but in any event not to exceed $2,000,000 in the aggregate outstanding at any one time, and (e) the payment of reasonable fees to directors of the Borrower and its Subsidiaries who are not employees of the Borrower or its Subsidiaries.

7.09         Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or to make Investments in the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof, (B) at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, or (C) any other agreement or instrument entered into after the Restatement Closing Date, provided that the encumbrances or restrictions in any such other agreement or instrument are no more restrictive in any material respect than those contained in this Agreement, the Senior Subordinated Notes Indenture or the Convertible Notes Indenture, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower other than the Senior Subordinated Notes Indenture as in effect on the date hereof, the Convertible Notes Indenture as in effect on the date hereof and any Material Debt Document governing Indebtedness permitted under Section 7.02(c), (d) or (h) so long as the applicable provisions thereof are no more restrictive in any material respect than the Senior Subordinated Notes Indenture or this Agreement as in effect on the date hereof or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person other than the Senior Subordinated Notes Indenture as in effect on the date hereof, the

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Convertible Notes Indenture as in effect on the date hereof, any Material Debt Document governing Indebtedness permitted under Section 7.02(c) or (h) so long as the applicable provisions thereof are no more restrictive in any material respect than the Senior Subordinated Notes Indenture as in effect on the date hereof, and any Material Debt Document governing Indebtedness permitted under Section 7.02(d) or (h) so long as such provisions are no more restrictive in any material respect than customary provisions contained in senior note or senior discount note indentures as determined in the reasonable discretion of the Administrative Agent; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(g) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person other than customary provisions in the indentures and the Material Debt Documents referred to in clause (a)(iii) above so long such indentures and the Material Debt Documents do not require the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure any obligations of the Borrower or its Subsidiaries with respect to any of the Loan Documents.

7.10         Financial Covenants.

(a)           Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 3.00:1.00.

(b)           Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio on the last day of any fiscal quarter to be greater than the ratio set forth below opposite such fiscal quarter.

Fiscal Quarters Ending	Maximum Consolidated Leverage Ratio
Restatement Closing Date through March 31, 2007	4.50:1:00
April 1, 2007 through July 1, 2007	4.50:1:00
July 2, 2007 through September 30, 2007	4.25:1:00
October 1, 2007 through June 29, 2008	4.25:1:00
June 30, 2008 and each fiscal quarter thereafter	4.00:1:00

7.11         Loan Parties Consolidated Assets. Notwithstanding anything to the contrary, permit the Borrower and the Guarantors collectively at any time to own less than 85% of the consolidated total assets of the Borrower determined as of the date of the last financial statements delivered pursuant to Section 6.01, including, without limitation, as the result of any Disposition or Investment.

7.12         Amendments of Organization Documents. Amend any of its Organization Documents in a manner that adversely affects the rights of the Agents or the Lenders under the Loan Documents on their ability to enforce the same.

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7.13         Accounting Changes. Make any change in (i) accounting policies or reporting practices, except as required or permitted by generally accepted accounting principles, or (ii) fiscal year.

7.14         Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated Indebtedness, except the refinancing of subordinated Indebtedness with other Indebtedness to the extent permitted under Section 7.02(c), (d) or (h) and except to the extent permitted under clause (d) or (e) of Section 7.06 or (b) voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness incurred under Section 7.02(d), except so long as no Default is continuing or would result therefrom.

7.15         Amendment, Etc. of Related Documents. Cancel or terminate any Senior Subordinated Notes Document, the Convertible Notes Document or any Material Debt Documents with respect to subordinated Material Debt or consent to or amend, modify or change in any manner any term or condition thereof or give any consent, waiver or approval thereunder, waive any default under or any breach of any term or condition thereof, agree in any manner to any other amendment, modification or change of any term or condition thereof or take any other action in connection therewith that would impair the value of the interest or rights of any Loan Party thereunder or that would impair the rights or interests of any Agent or any Lender, other than any termination thereof in connection with the payment in full of all Obligations thereunder.

7.16         Speculative Transactions. Engage, or permit any of its Subsidiaries to engage, in any transaction involving Swap Contracts, including commodity options or futures contracts, which are speculative in nature and not in the ordinary course of business.

7.17         Material Contracts. Cancel or terminate, or, to the extent it has the power to do so (including through compliance with and performance of all terms and obligations of Material Contracts), permit the cancellation or termination of, Material Contracts involving aggregate consideration payable to the Borrower and its Subsidiaries in any fiscal year of more than 25% of the consolidated revenues of the Borrower and its Subsidiaries for the prior fiscal year.

7.18         No Other Designated Senior Indebtedness. Designate any Indebtedness, other than Indebtedness arising under the Loan Documents, as “Designated Senior Indebtedness” or analogous provision under the Senior Subordinated Notes Indenture, or the Convertible Notes Indenture or any analogous term describing senior indebtedness under any Material Debt Document in respect of subordinated Material Debt.

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ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

8.01         Events of Default.  Any of the following shall constitute an Event of Default:

(a)           Non-Payment. The Borrower or any other Loan Party fails to (i) pay when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) pay within five Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or any other amount payable hereunder or under any other Loan Document; or

(b)           Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of 6.03(a), 6.05, 6.11, or Article VII; or

(c)           Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after a Responsible Officer of such Loan Party shall have become aware of such failure; or

(d)           Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect in any material respect when made or deemed made; or

(e)           Cross-Default. Any Loan Party or any Subsidiary (i) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any applicable grace period in respect of any Indebtedness (including Swap Contracts) or Guarantee of Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (ii) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or otherwise relating to such Indebtedness, or any other event occurs (including any termination event or analogous provision in any Swap Contract), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or

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(f)            Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g)           Inability to Pay Debts. Any Loan Party or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due; or

(h)           Judgments. There is entered against any Loan Party or any Subsidiary  a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage) and  (A) enforcement proceedings are commenced by any creditor upon such judgment or order or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)            ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the $25,000,000; or

(j)            Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(k)           Change of Control. There occurs any Change of Control; or

(l)            Collateral Document. Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.12 shall for any reason (other than pursuant to the terms thereof or as expressly permitted thereby) cease to create a valid and perfected first priority lien (subject to Specified Statutory Liens and, in the case of Mortgaged

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Properties only, Liens permitted under Section 7.01(g)) on and security interest in the Collateral purported to be covered thereby or any Loan Party shall so assert such invalidity or lack of perfection or priority.

8.02         Remedies upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)           declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)           declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c)           require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d)           exercise on behalf of itself, the other Agents and the Lenders all rights and remedies available to it, the other Agents and the Lenders under the Loan Documents or applicable Law;

provided, however, that upon the occurrence of an Event of Default under Section 8.01(f) or an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of any Agent or any Lender.

8.03         Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III, but excluding principal and interest under the Loans) payable to the Agents in their capacities as such ratably among them in proportion to the amounts described in this clause First payable to them;

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Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

Sixth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Agents and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Agents and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE IX
ADMINISTRATIVE AGENT AND OTHER AGENTS

9.01         Appointment and Authorization of Agents.

(a)           Each Lender hereby irrevocably appoints, designates and authorizes each Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.  Without limiting the generality

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of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)           Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits (including indemnities) and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c)           The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), the L/C Issuers (if applicable) and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX (including, without limitation, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

9.02         Delegation of Duties. Any Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder at the direction of the Administrative Agent) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties.  No Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

9.03         Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to

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or provided for in, or received by any Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder.  No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

9.04         Reliance by Agents.

(a)           Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent.  Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b)           For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Closing Date specifying its objection thereto.

9.05         Notice of Default. No Agent shall be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless such Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.”  The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default as may be directed by the Required Lenders in accordance with Article VIII; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable or in the best interest of the Lenders.

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9.06         Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder.  Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties.  Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

9.07         Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section; provided, further, that to the extent any L/C Issuer is entitled to indemnification under this Section 9.07 solely in its capacity and role as an L/C Issuer, only the Revolving Credit Lenders shall be required to indemnify such L/C Issuer in accordance with this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person.  Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document

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contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of such Agent.

9.08         Agents in their Individual Capacities. Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Bank of America were not the Administrative Agent hereunder and without notice to or consent of the Lenders or the L/C Issuers. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them.  With respect to its Loans, Bank of America shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include Bank of America in its individual capacity.

9.09         Successor Agents. Any Agent may resign as Agent upon 30 days’ notice to the Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender.  If any Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of such Agent, such Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders.  Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing Line Lender” shall mean such successor agent, Letter of Credit issuer and swing line lender, and the retiring Agent’s appointment, powers and duties as Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.  After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.  If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as Agent

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hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Agent’s resignation hereunder as an Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent.

9.10         Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a)           to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and

(b)           to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Agents under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

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9.11         Collateral and Guaranty Matters.  The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a)           to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit, (ii) that is Disposed of or to be Disposed of as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders; and

(b)           to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment, security interest and Lien granted under the Collateral Documents, and, if applicable, return any possessory collateral or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

9.12         Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “co-documentation agent,” “sole bookrunning manager,” or “joint lead arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such.  Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender.  Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

ARTICLE X
MISCELLANEOUS

10.01       Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

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(a)           waive any condition set forth in Section 4.01(b), or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender;

(b)           extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(c)           postpone any date scheduled for any payment of principal or interest under Sections 2.07 or 2.08, or any date fixed by the Administrative Agent for the payment of fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(d)           reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(e)           change any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(f)            release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; or

(g)           release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.11 (in which case such release may be made by the Administrative Agent acting alone);

and provided further that no amendment, waiver or consent shall (i) change the order of application of any reduction in the Commitments or any prepayment of Loans between the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b), 2.06(b) or 8.03, respectively, in any manner that materially and adversely affects the Lenders under the Revolving Credit Facility or a Term Facility unless in writing and signed by the Required Revolving Credit Lenders and the applicable Required Term Lenders, as the case may be, under the adversely affected Facility or (ii) require the permanent reduction of the Revolving Credit Facility at any time when all or a portion of the Term Facilities remains in effect unless in writing and signed by the applicable Required Term Lenders; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement

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or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, such Agent under this Agreement or any other Loan Document; and (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.  Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender, and the Borrower may replace any Defaulting Lender with the consent of the Administrative Agent (such consent not to be unreasonably withheld) in accordance with Section 10.16. In the event that any amendment or waiver to this Agreement or any Loan Document or any consent to departure therefrom has been requested and any Lender does not agree to such amendment, waiver or consent, the Borrower may replace any such Lender not agreeing to such amendment, waiver or consent in accordance with Section 10.16.

10.02       Notices and Other Communications; Facsimile Copies.

(a)           General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission).  All such written notices shall be mailed certified or registered mail, faxed or delivered to the applicable address, facsimile number or (subject to Section 10.02(b)) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)            if to the Borrower, the Administrative Agent, any L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii)           if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the

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recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b)           Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including electronic-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

(c)           Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or executed and delivered by facsimile.  The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Loan Parties, the Agents and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

(d)           Reliance by Agents and Lenders. The Agents and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower.  All other communications with any Agent may be recorded by such Agent, and each of the parties hereto hereby consents to such recording.

(e)           Updated Notice Information, Etc. Any party hereto may change its address, telephone number, electronic mail address or facsimile number for notices and other communications hereunder by notice to the other parties hereto as provided in this Section 10.02. In addition, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

10.03       No Waiver; Cumulative Remedies. No failure by any Lender or any Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other

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or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.04       Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse each Agent and each Lender for all costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs.  The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by any Agent and the cost of independent public accountants and other outside experts retained by any Agent or any Lender.  All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor.  The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by any Agent or any Lender, in its sole discretion.

10.05       Indemnification by the Borrower. Whether or not the Transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact and, with respect to funds, their respective trustees and advisors (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Borrower, any Subsidiary or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation

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for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.  No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Restatement Closing Date).  In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated.  All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor.  The agreements in this Section shall survive the resignation of any Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.06       Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

10.07       Successors and Assigns.

(a)           The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.07(b), (ii) by way of participation in accordance with the provisions of Section 10.07(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be

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construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)           Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term Facility, unless the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (x) apply to rights in respect of Swing Line Loans or (y) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, the L/C Issuers, the Swing Line Lender and, so long as no Event of Default has occurred and is continuing, the Borrower (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (except, in the case of contemporaneous assignments by any Lender to one or more Approved Funds of such Lender, only a single processing and recording fee shall be payable for such assignments).  Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment).  Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection

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shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(d).

(c)           The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agents and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice.  In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register.

(d)           Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant.  Subject to Section 10.07(e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e)           A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 10.15 as though it were a Lender.

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(f)            Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)           As used herein, the following terms have the following meanings:

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of a Revolving Commitment or in the case of an Eligible Assignee that shall become a party hereto in accordance with Section 2.14(a), the L/C Issuers and the Swing Line Lender, and (iii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(h)           Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.12(c)(ii). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder.  The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.  In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or

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other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof.  Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $2,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(i)            Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitments and Loans pursuant to Section 10.07(b), Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender.  In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be.  If Bank of America resigns as L/C Issuer, it shall retain all the rights and obligations of the L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). In addition, notwithstanding anything to the contrary contained herein, if at any time any other L/C Issuer, in its capacity as Lender, assigns all of its Commitments and Loans pursuant to Section 10.07(b), such Lender may, upon 30 days’ notice to the Borrower and the other Lenders, resign as L/C Issuer.  In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders (subject to such Lender’s acceptance of such appointment) a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as L/C Issuer. If such Lender resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).

10.08       Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and to its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it; (c) to the extent  required by applicable Laws or regulations or by any

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subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 10.08, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Loan Parties; (g) with the consent of the Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 10.08 or (ii) becomes available to any Agents or any Lender on a nonconfidential basis from a source other than the Borrower; (i) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender).  In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Law.  For the purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is available to any Agent or any Lender on a nonconfidential basis prior to disclosure by any Loan Party; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified in writing at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section 10.08 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

10.09       Setoff. In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender and each of their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or

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denominated in a currency different from that of the applicable deposit or Indebtedness.  Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application.  The rights of the Administrative Agent and each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent, such Lender and their respective Affiliates may have.

10.10       Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.11       Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier, facsimile or pdf.

10.12       Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.  In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.  Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

10.13       Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice

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or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.14       Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.15       Tax Forms. (a) (i) Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall deliver to the Borrower and to the Administrative Agent, at least three Business Days prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to, or for the account of, such Foreign Lender by the Borrower pursuant to the Loan Documents) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to, or for the account of, such Foreign Lender by the Borrower pursuant to the Loan Documents) or such other evidence satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the Borrower and to the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, and (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to, or for the account of, such Foreign Lender by the Borrower pursuant to the Loan Documents, (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender.

(ii)           Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any

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of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to the Borrower and the Administrative Agent at least three Business Days prior to the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (in each case, in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to U.S. withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Lender is required to transmit with such form pursuant to the Code and the Treasury Regulations, and any other certificate or statement of exemption required under the Code or the Treasury Regulations, to establish that such Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender.

(iii)          The Borrower shall not be required to pay any additional amount to, or for the account of, any Foreign Lender under Section 3.01 (A) with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8BEN or W-8IMY (or any successor form thereto) pursuant to this Section 10.15(a) or (B) if such Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a); provided that if such Lender shall have satisfied the requirement of this Section 10.15(a) on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 to the extent that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, (A) such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate, or (B) the rate at which such Lender or other Person is subject to tax is increased.

(iv)          The Administrative Agent may withhold any Taxes required to be deducted and withheld from any payment under any of the Loan Documents with respect to which the Borrower is not required to pay additional amounts under this Section 10.15(a).

(b)           Upon the request of the Administrative Agent, each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent two duly signed completed copies of IRS Form W-9.  If such Lender fails to deliver such forms, then the Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Code.

(c)           If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section 10.15, and

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costs and expenses (including Attorney Costs) of the Administrative Agent.  The obligation of the Lenders under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder and the resignation of the Administrative Agent.

10.16       No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent and Arrangers are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand, and the Administrative and the other Arrangers, on the other hand, (b) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii)(A) the Administrative Agent and each other Arranger is and has been acting solely as a principal with respect to the Borrower or any of its Affiliates and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, nor any other Arranger has any obligation to such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the other Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its Affiliates, and neither the Administrative Agent, nor any other Lead Arranger, has any obligation to disclose any of such interests to the Borrower or its Affiliates.  To the fullest extent permitted by law, each of the Borrowers hereby waives and releases any claims that it may have against the Administrative Agent and the other Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.17       Replacement of Lenders. Under any circumstances set forth herein providing that the Borrower shall have the right to replace a Lender as a party to this Agreement, the Borrower may, upon notice to such Lender and the Administrative Agent, replace such Lender by causing such Lender to assign its Loans and Commitments (with the assignment fee to be paid by the Borrower in such instance) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrower.  Upon the making of any such assignment, the Borrower shall (x) pay in full any amounts payable pursuant to Section 3.05 and (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuers and the Swing Line Lender as each may reasonably require with respect to any continuing obligation to fund participation interests in any L/C Obligations or any Swing Line Loans then outstanding; provided, however, that (i) each such assignment made as a result of a demand by the Borrower shall be arranged by the Borrower after consultation with the Administrative Agent and shall be an assignment or assignments pursuant to Section 10.07(b) of all of the rights and obligations of the assigning Lender under this Agreement, and (ii) no Lender shall be obligated to make any such assignment pursuant to Section 10.07(b) as a result of a demand by the Borrower unless and until such Lender shall have received one or more payments

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from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement.

10.18       Governing Law.

(a)           THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)           ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  THE BORROWER, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, EACH AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

10.19       Waiver of Right to Trial by Jury.  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.18 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

10.20       Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent shall have been notified by each Lender, Swing Line Lender and the L/C Issuers that each such Lender, Swing Line Lender and the L/C Issuers has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective successors and assigns, except that

124

the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

10.21       USA PATRIOT Act Notice.  Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT ACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.

125

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

ALLIANT TECHSYSTEMS INC.
By:	/s/ John L. Shroyer
Name:	John L. Shroyer
Title:	Senior Vice President and Chief Financial Officer
By:	/s/ Keith D. Ross
Name:	Keith D. Ross
Title:	Senior Vice President, Secretary and General Counsel

BANK OF AMERICA, NA., as
Administrative Agent
By:	/s/ Robert Rittelmeyer
Name:	Robert Rittelmeyer
Title:	Vice President

BANK OF AMERICA NA., as a Lender, an L/C
issuer and a Swing Line Lender
By:	/s/ Michael J. Colon
Name:	Michael J. Colon
Title:	Vice-President

BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY,
as a lender
By:	/s/ Charles Stewart
Name:	Charles Stewart
Title:	Vice President

CALYON NEW YORK BRANCH, as a Lender
By:	/s/ Michael Madnick
Name:	Michael Madnick
Title:	Managing Director
By:	/s/ Yun Muzichenko
Name:	Yun Muzichenko
Title:	Director

Commerzbank AG, New York and Grand Cayman
Branches, as a Lender
By:	/s/ Al Morrow
Name:	Al Morrow
Title:	Assistant Vice President
By:	/s/ Graham Warning
Name:	Graham Warning
Title:	Assistant Vice President

FORTIS CAPITAL CORP., as a Lender
By:	/s/ John W. Deegan
Name:	John W. Deegan
Title:	Senior Vice President
By:	/s/ Steven Silverstein
Name:	Steven Silverstein
Title:	Vice President

GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender
By:	/s/ Alison Trapp
Name:	Alison Trapp
Title:	Duly Authorized Signatory

GOLDMAN SACHS CREDIT PARTNERS LP.,
as a Lender
By:	/s/ Mark Walton
Name:	Mark Walton
Title:	Authorized Signatory

HUA NAN COMMERCIAL BANK, LTD.
NEW YORK AGENCY as a Lender
By:	/s/ Te-Chin Wang
Name:	Te-Chin Wang
Title:	Assistant Vice President

JPMORGAN CHASE BANK, N.A., as a Lender
By:	/s/ Richard C. Smith
Name:	Richard C. Smith
Title:	Executive Director

MERRILL LYNCH BANK USA, as a Lender
By:	/s/ Louis Alder
Name:	Louis Alder
Title:	Director

Mizuho Corporate Bank, Ltd., as a Lender
By:	/s/ Bertram H. Tang
Name:	Bertram H. Tang
Title:	Senior Vice President & Team Leader

NATIONAL CITY BANK, as a Lender
By:	/s/ Daniel R. Raynor
	Daniel R. Raynor
	Vice President

PEOPLE’S BANK, as a Lender

/s/ George F. Paik

George F. Paik

Vice President

REGIONS BANK, as a Lender
By:	/s/ Jay Ingram
Name:	Jay Ingram
Title:	Vice President

THE ROYAL BANK OF SCOTLAND PLC, as a
Lender
By:	/s/ L. Peter Yetman
Name:	L. Peter Yetman
Title:	Senor Vice President

The Bank of New York, as a Lender
By:	/s/ Walter C. Parelli
Name:	Walter C. Parelli
Title:	Vice President

THE NORTHERN TRUST COMPANY, as a
Lender
By:	/s/ Courtney L. O’Connor
Name:	Courtney L. O’Connor
Title:	2nd Vice President

UNITED OVERSEAS BANK LIMITED, NEW
YORK AGENCY, as a Lender
By:	/s/ George Lim
Name:	George Lim
Title:	SVP and GM
By:	/s/ Mario Sheng
Name:	Mario Sheng
Title:	AVP

U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Peter I. Bystol
Name:	Peter I. Bystol
Title:	Assistant Vice President

Schedule I

GUARANTORS

Ammunition Accessories Inc.
ATK Commercial Ammunition Company Inc.
ATK Commercial Ammunition Holdings Company Inc.
ATK Launch Systems Inc.
ATK Space Systems Inc.
Federal Cartridge Company
Micro Craft Inc.

Schedule 1.01

EXISTING LETTERS OF CREDIT

LC#	Issuing Bank	Beneficiary	Amount ($)	Applicant	Issue Date	Expiry Date
01815	US Bank	MD Environmental Agency	754,120.00	Alliant Techsystems Inc.	31-Dec-01	31-Dec-07
02104	US Bank	UT Dept of Environmental Quality	6,000,000.00	Alliant Techsystems Inc.	10-Jul-02	10-Jul-07
02297	US Bank	St of Wash, Dept of Labor & Ind	370,000.00	Alliant Techsystems Inc.	1-Nov-02	1-Nov-07
02333	US Bank	W. Va. Workers Comp	1,217,768.00	Alliant Techsystems Inc.	6-Nov-02	6-Nov-07
02355	US Bank	Travelers Casualty & Surety Co	2,500,000.00	Alliant Techsystems Inc.	22-Nov-02	22-Nov-07
02424	US Bank	Keycorp Real Estate Capital Markets, Inc.	80,000.00	Alliant Techsystems Inc.	31-Dec-02	1-Feb-08
02786	US Bank	Oto Melara	278,425.00	Alliant Techsystems Inc.	11-Sep-03	31-Oct-07
02799	US Bank	Texas Workers Comp	300,000.00	Alliant Techsystems Inc.	24-Sep-03	24-Sep-07
03051	US Bank	Egypt	2,150,000.00	Alliant Techsystems Inc.	15-Mar-04	30-Sep-07
03052	US Bank	Egypt	13,975,000.00	Alliant Techsystems Inc.	15-Mar-04	30-Jun-07
03175	US Bank	EPA - RTI NJ	1,963,000.00	Alliant Techsystems Inc.	10-Jun-04	19-May-07
03377	US Bank	Egypt	150,000.00	Alliant Techsystems Inc.	19-Oct-04	30-Jun-07
03433	US Bank	EPA - RTI NJ	500,000.00	Alliant Techsystems Inc.	15-Nov-04	2-Oct-07
03547	US Bank	GOI	59,700.00	Alliant Techsystems Inc.	8-Feb-05	30-Jun-07
03572	US Bank	MKEK	889,507.32	Alliant Techsystems Inc.	2-Mar-05	30-Jul-07
03631	US Bank	Oto Melara	287,600.00	Alliant Techsystems Inc.	14-Apr-05	31-May-07
03652	US Bank	Kuwait National Guard	622,801.80	Alliant Techsystems Inc.	27-Apr-05	30-Sep-07
03653	US Bank	Kuwait National Guard	311,400.90	Alliant Techsystems Inc.	27-Apr-05	30-Apr-07
03715	US Bank	Egypt	31,200.00	Alliant Techsystems Inc.	3-Jun-05	30-Sep-07
03718	US Bank	GOI	255,375.00	Alliant Techsystems Inc.	6-Jun-05	30-Jun-07
03728	US Bank	MKEK	147,581.14	Alliant Techsystems Inc.	16-Jun-05	20-Apr-07
03741	US Bank	MKEK	411,363.14	Alliant Techsystems Inc.	23-Jun-05	17-May-07
03906	US Bank	(Spain MOD) Mando De Apoyo Logistico	60,679.36	Alliant Techsystems Inc.	22-Nov-05	31-Jan-08
03952	US Bank	Alava Ingenieros SA	189,800.00	Alliant Techsystems Inc.	23-Dec-05	22-Jun-07
04019	US Bank	CONAE	200,000.00	Alliant Techsystems Inc.	7-Feb-06	30-Jul-07
04093	US Bank	Central Trust of China, Procurement Department	88,000.00	Alliant Techsystems Inc.	6-Apr-06	5-Jun-07

LC#	Issuing Bank	Beneficiary	Amount ($)	Applicant	Issue Date	Expiry Date
04193	US Bank	Oto Melara	229,164.00	Alliant Techsystems Inc.	11-Jul-06	31-Mar-07
04197	US Bank	GOI	128,700.00	Alliant Techsystems Inc.	20-Jul-06	30-Jun-07
04201	US Bank	Oto Melara	1,430,000.00	Alliant Techsystems Inc.	20-Jul-06	31-Dec-07
04232	US Bank	Rafael USA, Inc.	245,000.00	Alliant Techsystems Inc.	22-Aug-06	1-Jan-08
04233	US Bank	Rafael USA, Inc.	673,750.00	Alliant Techsystems Inc.	22-Aug-06	1-Jan-08
04234	US Bank	Rafael USA, Inc.	1,035,653.00	Alliant Techsystems Inc.	22-Aug-06	1-Jan-08
04238	US Bank	MKEK	19,798.00	Alliant Techsystems Inc.	24-Aug-06	31-Mar-07
04247	US Bank	Rafael USA, Inc.	5,859,000.00	Alliant Techsystems Inc.	31-Aug-06	17-Aug-07
04254	US Bank	UAE	98,500.00	Alliant Techsystems Inc.	7-Sep-06	31-Jan-08
04255	US Bank	UAE	197,000.00	Alliant Techsystems Inc.	7-Sep-06	31-Jan-08
00303	US Bank	Korean Aerospace Industries, Ltd.	220,000.00	Alliant Techsystems Inc.	28-Sep-06	31-Dec-07
00316	US Bank	Government of the Democratic Socialist Republic of Sri Lanka, Sri Lanka Navy	624,187.50	Alliant Techsystems Inc.	20-Oct-06	30-Nov-07
00318	US Bank	Government of the Democratic Socialist Republic of Sri Lanka, Sri Lanka Navy	1,248,375.00	Alliant Techsystems Inc.	20-Oct-06	30-Nov-07
00321	US Bank	RWM Schweiz AG	174,540.00	Alliant Techsystems Inc.	20-Nov-06	29-Feb-08
00323	US Bank	New Zealand Defence Force	89,640.43	Alliant Techsystems Inc.	6-Nov-06	30-Sep-07
00325	US Bank	RWM Schweiz	43,634.00	Alliant Techsystems Inc.	14-Dec-06	28-Mar-08
00332	US Bank	Government of Singapore	497,820.00	Alliant Techsystems Inc.	18-Jan-07	31-Jul-07
00333	US Bank	Government of Singapore	99,564.00	Alliant Techsystems Inc.	23-Jan-07	30-Sep-07
00335	US Bank	Old Republic Insurance Company	400,000.00	Alliant Techsystems Inc.	6-Dec-06	14-Nov-07
00339	US Bank	Minister For Defence	718,830.00	Alliant Techsystems Inc.	14-Dec-06	30-Dec-07
00348	US Bank	New Zealand Defence Force	135,261.00	Alliant Techsystems Inc.	9-Jan-07	31-Dec-07
00352	US Bank	Central Trust of China, Procurement Department	106,000.00	Alliant Techsystems Inc.	16-Jan-07	18-May-07
00356	US Bank	Singapore Technologies Kinetics Ltd.	317,257.90	Alliant Techsystems Inc.	29-Jan-07	24-Feb-08
00357	US Bank	Oto Melara	1,430,000.00	Alliant Techsystems Inc.	1-Feb-07	30-Jun-08
00368	US Bank	Oto Melara	250,250.00	Alliant Techsystems Inc.	16-Feb-07	30-Apr-08
00369	US Bank	Oto Melara	50,050.00	Alliant Techsystems Inc.	16-Feb-07	30-Apr-08
00370	US Bank	Oto Melara	357,500.00	Alliant Techsystems Inc.	16-Feb-07	30-Apr-08
00373	US Bank	Government of Singapore	1,319,625.00	Alliant Techsystems Inc.	26-Feb-07	30-Oct-07

LC#	Issuing Bank	Beneficiary	Amount ($)	Applicant	Issue Date	Expiry Date
00374	US Bank	Government of Singapore	263,925.00	Alliant Techsystems Inc.	23-Feb-07	30-Oct-07
00375	US Bank	Chairman, Cabinet Appointed Procurement Committee, Ministry of Defence	30,000.00	Alliant Techsystems Inc.	28-Feb-07	1-Nov-07
74401	US Bank	Reliance (bankruptcy)	999,364.00	Alliant Techsystems Inc.	20-Nov-91	27-Sep-07
75109	US Bank	(AIG) National Union Fire Insurance Co. of Pittsburgh, PA	13,210,888.00	Alliant Techsystems Inc.	28-Oct-93	30-Sep-07
205936015	Calyon	MN Pollution Control Agency	1,961,276.00	Alliant Techsystems Inc.	28-Feb-02	28-Feb-08
205936017	Calyon	ID Environmental Agency	923,086.00	Alliant Techsystems Inc.	28-Feb-02	28-Feb-08
216436002	Calyon	UT Dept of Environmental Quality	6,294,609.00	Alliant Techsystems Inc.	13-Jun-02	13-Jun-08
221836013	Calyon	VA Dept of Environmental Quality	2,595,784.00	Alliant Techsystems Inc.	6-Aug-02	6-Aug-07
223436029	Calyon	EPA-Rockaway Borough-NJ	1,930,000.00	Alliant Techsystems Inc.	20-Aug-02	20-Aug-07
500536002	Calyon	Egypt	329,976.02	Alliant Techsystems Inc.	5-Jan-05	30-Jun-07
00053	US Bank	Heilongjiang Beafang Special Equipment Company Ltd.	20,464.00	Alliant Techsystems Inc.	27-Sep-06	1-May-07
00094	US Bank	Mudanjiang Beifang Alloy Tools Co., Ltd.	535,590.00	Alliant Techsystems Inc.	16-Feb-07	5-May-07
00383	US Bank	BAE Systems Hagglunds AB	2,000,000.00	Alliant Techsystems Inc.	22-Mar-07	30-Apr-08

Schedule 2.01

COMMITMENTS AND PRO RATA SHARES

Name of Initial Lender	Revolving Commitment ($)		Term A Commitment ($)		Domestic Lending Office	Eurodollar Lending Office
Bank of America, N.A.	$	43,548,387.00	$	23,951,613.00	For Payments and Requests for Credit Extensions: Bank of America, N.A. 2001 Clayton Road Mail Code: CA4-706-02-25 Concord, CA 94520 Attention: [contact information] Other Notices: Bank of America, N.A.1455 Market Street, 5th FloorMail Code: CA5-701-05-19San Francisco, CA 94103Attention: [contact information]	For Payments and Requests for Credit Extensions: Bank of America, N.A. 2001 Clayton Road Mail Code: CA4-706-02-25 Concord, CA 94520 Attention: [contact information] Other Notices: Bank of America, N.A.1455 Market Street, 5th FloorMail Code: CA5-701-05-19San Francisco, CA 94103Attention: [contact information]

Bank of Tokyo- Mitsubishi Trust Company $ 32,258,065.00 $ 17,741,935.00 Credit Contact: [contact information] Operations Contact: [contact information] Credit Contact: [contact information] Operations Contact: [contact information]

Calyon New York Branch $ 43,548,387.00 $ 23,951,613.00 Credit Contact: [contact information] Administrative and Letters of Credit Contact: [contact information] Credit Contact: [contact information] Administrative and Letters of Credit Contact: [contact information]

Commerzbank AG, New York and Grand Cayman Branch	$	22,580,645.00	$	12,419,355.00	Business/Credit Contact: [contact information] Administrative Contact: [contact information]	Business/Credit Contact: [contact information] Administrative Contact: [contact information]
Fortis Capital Corp	$	22,580,645.00	$	12,419,355.00	Credit Contact: [contact information] Administrative Contact: [contact information]	Credit Contact: [contact information] Administrative Contact: [contact information]

General Electric Capital Corporation	$	12,903,266.00	$	7,096,774.00	Credit Contact: [contact information] Operations Contact: [contact information]	Credit Contact: [contact information] Operations Contact: [contact information]
Goldman Sachs Credit Partners L.P.	$	22,580,645.00	$	12,419,355.00	Credit Contact: [contact information] Operations Contact: [contact information]	Credit Contact: [contact information] Operations Contact: [contact information]

Hua Nan Commercial Bank, Ltd., New York Agency	$	9,677,419.00	$	5,322,581.00	Credit Contact: [contact information] Administrative Contact: [contact information]	Credit Contact: [contact information] Administrative Contact: [contact information]
JPMorgan Chase Bank	$	32,258,065.00	$	17,741,935.00	Credit Contact: [contact information] Operations Contact: [contact information]	Credit Contact: [contact information] Operations Contact: [contact information]

Merrill Lynch Bank USA	$	22,580,645.00	$	12,419,355.00	Credit Contact: [contact information] Operations Contact: [contact information]	Credit Contact: [contact information] Operations Contact: [contact information]
Mizuho Corporate Bank Ltd. New York Branch	$	22,580,645.00	$	12,419,355.00	Primary Contact: [contact information] Secondary Contact: [contact information]	Primary Contact: [contact information] Secondary Contact: [contact information]

National City Bank	$	22,580,645.00	$	12,419,355.00	Credit Contact: [contact information] Operations Contact: [contact information]	Credit Contact: [contact information] Operations Contact: [contact information]
People’s Bank	$	12,903,266.00	$	7,096,774.00	Credit Contact: [contact information] Operations Contact: [contact information]	Credit Contact: [contact information] Operations Contact: [contact information]

Regions Bank	$	22,580,645.00	$	12,419,355.00	Credit Contact: [contact information] Operations Contact: [contact information]	Credit Contact: [contact information] Operations Contact: [contact information]
Royal Bank of Scotland plc	$	38,709,677.00	$	21,290,323.00	Credit Contact: [contact information] Operations Contact: [contact information]	Credit Contact: [contact information] Operations Contact: [contact information]

The Bank of New York	$	32,258,065.00	$	17,741,935.00	Credit Contact: [contact information] Operations Contact: [contact information]	Credit Contact: [contact information] Operations Contact: [contact information]
The Northern Trust Company	$	12,903,266.00	$	7,096,774.00	Credit Contact: [contact information] Operations Contact: [contact information]	Credit Contact: [contact information] Operations Contact: [contact information]

United Overseas Bank Limited, New York Agency	$	32,258,065.00	$	17,741,935.00	Credit Contact: [contact information] Operations Contact: [contact information]	Credit Contact: [contact information] Operations Contact: [contact information]
U.S. Bank National Association	$	38,709,677.00	$	21,290,323.00	Credit Contact: [contact information] Operations Contact: [contact information]	Credit Contact: [contact information] Operations Contact: [contact information]

Schedule 5.03

CERTAIN AUTHORIZATIONS

A.              UCC filings, tax notices or affidavits and any related fees to be filed or paid in the following jurisdictions:

	Secretary of State
Entity	Office
Alliant Techsystems Inc.	Delaware
Ammunition Accessories Inc.	Delaware
ATK Commercial Ammunition Company Inc.	Delaware
ATK Commercial Ammunition Holdings Company Inc.	Delaware
ATK Launch Systems Inc.	Delaware
Federal Cartridge Company	Minnesota
Micro Craft Inc.	Minnesota

B.              Fixture filings and mortgage filings and any related fees to be filed or paid in the relevant jurisdictional counties.

C.              Securities filings that may be required pursuant to any applicable law in connection with the exercise of any rights and remedies with respect to the Collateral.

D.              Any filings to be filed with respect to assignable Government Contracts as required by the Assignment of Claims Act and the Assignment of Claims Regulations.

E.              All prepayments, notices, consents and other documentation required to terminate the obligations owing under the Existing Credit Agreement and Existing L/C Facility.

Schedule 5.05

MATERIAL DEBT AND LIABILITIES

As of December 31, 2006

					Year Payment is Due								Total 5 Yr				Total
	4Q FY07		FY08		FY09		FY10		FY11		FY12		Obligations		Beyond		Obligations
Long-term Debt	$	81,750	$	77,000	$	189,000	$	—	$	—	$	300,000	$	647,750	$	880,000	$	1,527,750
Interest on debt	16,209		63,445		61,587		48,950		48,950		44,481		283,622		269,288		552,910
Operating leases	13,034		43,409		36,546		28,433		24,338		11,927		157,687		11,960		169,647
Capital leases	—		—		—		—		—		—		—		—		—
Environmental remediation costs, net	372		5,722		151		888		2,032		1,620		10,785		14,702		25,487
Pension and other	37,435		144,990		152,650		147,100		151,550		158,270		791,995		879,440		1,671,435
PRB contributions
Letters of credit	5,377		72,354		—		—		—		—		77,731		—		77,731
Guarantees*	—		—		—		—		—		—		—		—		—
Other obligations**	—		—		—		—		—		—		—		—		—

*Guarantees should include guarantees of third parties (not other ATK entities).

**Other Obligations: include unconditional purchase obligations, defined as “an obligation to transfer funds in the future for fixed or minimum amounts, or quantities of goods or services at fixed or minimum prices.” It must be noncancelable, or cancelable only upon the occurrence of some remote contingency or with the permission of the other party. An example is if we have entered into an agreement to purchase X amount of a raw material at X dollar amount in the future, and we cannot cancel that agreement (except in the instances stated above).

Schedule 5.08(c)

REAL PROPERTY OWNED BY LOAN PARTIES

* Indicates the real property mortgaged pursuant to this Agreement.

3309 North Reseda Circle	23100 Sugar Bush Road NW
Mesa, AZ 85215	Elk River, MN 55330-9157
Maricopa County	Benton County
Record Owner: Alliant Techsystems Inc.	Record Owner: Alliant Techsystems Inc.
*Elkton Defense Launch Vehicles	*Bacchus Works (Plant 1)
55 Thiokol Road	8400 West 5000 South
Elkton, MD 21922	Magna, UT 84044-0098
Cecil County	Salt Lake County
Record Owner: Alliant Techsystems Inc.	Record Owner: Alliant Techsystems Inc.
*ABL West Virginia/Maryland	*Bacchus Works (Bacchus West)
Alleghany County, MD	8400 West 5000 South
Record Owner: Alliant Techsystems Inc.	Magna, UT 84044-0098
	Salt Lake County
	Record Owner: Alliant Techsystems Inc.
*Allegany Ballistics Lab	*Bacchus Works (Buffer Zone Land)
210 State Route 956	8400 West 5000 South
Rocket Center, WV 26726	Magna, UT 84044-0098
Mineral County	Salt Lake County
Record Owner: Alliant Techsystems Inc.	Record Owner: Alliant Techsystems Inc.
*890 Ogden Canyon Road	*Bacchus Works (High-Tech Structures Facility)
Ogden, UT 84401	8400 West 5000 South
Weber County	Magna, UT 84044-0098
Record Owner: ATK Launch Systems Inc.	Salt Lake County
	Record Owner: Alliant Techsystems Inc.
*2299 Snake River Avenue	*Northern Utah Manufacturing Area
Lewiston, ID 83501	9160 North Hwy 83
Nez Perce County	Brigham City, UT 84302
Record Owner: Ammunition Accessories Inc.	Box Elder County
	Record Owner: ATK Launch Systems Inc.
*1053 Snake River Avenue	*900 Ehlen Drive
Lewiston, ID 83501	Anoka, MN 55303-1778
Nez Perce County	Anoka County
Record Owner: Ammunition Accessories Inc.	Record Owner: Federal Cartridge Company
*150 Southport Avenue
Lewiston, ID 83501
Nez Perce County
Record Owner: Ammunition Accessories Inc.

Schedule 5.09(c)

TREATMENT, STORAGE AND DISPOSAL MATTERS

Alliant Techsystems Inc.’s and its Subsidiaries’ Treatment, Storage, Disposal Facilities.

Propulsion & Controls Division	ATK Launch Systems
55 Thiokol Road	P.O. Box 707
Elkton, MD 21921	Brigham City, UT 84302
MDD003067121	UTD009081357
ATK Launch Systems	Ammunition and Energetics Division
P.O. Box 98	Radford Army Ammunition Plant
Magna, UT 84044-0098	Route 114
UTD001705029	Radford, VA 24141-0100
	VA1210020730
Advanced Weapons Division	Tactical Systems Division
23100 Sugar Bush Road	210 State Route 956
Elk River, MN 55330	Rocket Center, WV 26726-3548
MND081138604	WV0170023691
Federal Cartridge Company	Lake City Ammunition Division
900 Ehlen Drive	MO Hwy 7 & 78
Anoka, MN 55303	Independence, MO 64051
MND006156590	MO4213820489

Schedule 5.13

SUBSIDIARIES AND OTHER EQUITY INVESTMENTS 

Part A: Subsidiaries of Alliant Techsystems Inc.

Ammunition Accessories Inc.

ATK Commercial Ammunition Company Inc.

ATK Commercial Ammunition Holdings Company Inc.

ATK Insurance Company

ATK Launch Systems Inc.

ATK Space Systems Inc.

COI Ceramics, Inc.

Federal Cartridge Company

Micro Craft Inc.

Part B: Other Equity Investments of Alliant Techsystems Inc.

1.ATK Space Systems Inc. holds a 59% Equity Interest (4,343,300 Shares) in COI Ceramics, Inc.

2.See “Schedule 7.03(d) - Existing Investments.”

Part C: Loan Parties Company Information.

	State of	Address of	U.S. Taxpayer
Company	Organization	Principal Place of Business	I.D. Number
Alliant Techsystems Inc.	Delaware	5050 Lincoln Drive	41-1672694
		Edina, MN 55436-1097
Ammunition Accessories Inc.	Delaware	2299 Snake River Avenue	63-1287464
		Lewiston, ID 83501
ATK Commercial Ammunition	Delaware	5050 Lincoln Drive	41-2022465
Company Inc.		Edina, MN 55436-1097
ATK Commercial Ammunition	Delaware	5050 Lincoln Drive	20-4048077
Holdings Company Inc.		Edina, MN 55436-1097
ATK Launch Systems Inc.	Delaware	P.O. Box 707	36-2678716
		Brigham City, UT 84302
ATK Space Systems Inc.	Delaware	Park Plaza 2, Suite 350, 2150	33-0517898
		South 1300 East
		Salt Lake City, UT 84106
Federal Cartridge Company.	Minnesota	900 Ehlen Drive	41-0252320
		Anoka, MN 55303
Micro Craft Inc.	Minnesota	207 Big Springs Avenue	62-0601440
		PO Box 370
		Tullahoma, TN 37388

SCHEDULE 7.01(b)

EXISTING LIENS

None.

SCHEDULE 7.02(e)

EXISTING INDEBTEDNESS

1.             $400,000,000 (in the aggregate) 6.75% Senior Subordinated Notes due 2016 issued by Alliant Techsystems Inc.

2.             $280,000,000 2.75% convertible senior subordinated notes due 2024 issued by Alliant Techsystems Inc.

3.             $200,000,000 3.00% convertible senior subordinated notes due 2024 issued by Alliant Techsystems Inc.

4.             $300,000,000 2.75% convertible senior subordinated notes due 2011 issued by Alliant Techsystems Inc.

5.             See “Schedule 1.01 - Existing Letters of Credit.”

Schedule 7.03(d)

EXISTING INVESTMENTS

			Estimated
Issuer	Shareholder	No. of Shares held	Value of Shares
Platform International	ATK Space Systems Inc.	1,000,000	$10,000 - $50,000
Rocketplane Kistler, Inc.	ATK Launch Systems Inc.	47,802	$1,000,000

Schedule 10.02

ADMINISTRATIVE AGENT’S OFFICE, CERTAIN ADDRESSES FOR NOTICES

Borrower:	5050 Lincoln Drive
	Edina, MN 55436-1097
	Attention:
	[contact information]
Administrative Agent:	For payments and Requests for Credit Extensions
	Bank of America, N.A.
	2001 Clayton Road
	Mail Code: CA4-706-02-25
	Concord, CA 94520
	Attention:
	[contact information]
	Bank of America, N.A.
	New York, N.Y.
	ABA# [number]
	Account No.: [number]
	Attn: Credit Services
	Ref: Alliant Techsystems Inc.
	Other Notices as Administrative Agent:
	Bank of America, N.A.
	Agency Management
	Attention:
	[contact information]

EXHIBIT A

FORM OF COMMITTED LOAN NOTICE

Date:                       ,

To:Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 29, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, the other Agents and the Arrangers.

The undersigned hereby requests pursuant to Section 2.02(a) of the Agreement (select one):

o A Borrowing of [Term] [Revolving] Loans

o A conversion or continuation of [Term] [Revolving] Loans

1.On                                                                (a Business Day).

2.In the aggregate principal amount of $                              .

3.Comprised of [Eurodollar Loans] [Base Rate Loans] [to be borrowed] [to be continued] [to be converted into [Eurodollar Loans] [Base Rate Loans]].

4.For Eurodollar Rate Loans to be borrowed, continued or converted into: with an Interest Period of         months.

Any request for a Revolving Credit Borrowing herein complies with the proviso to the first sentence of Section 2.01(a) of the Agreement.

ALLIANT TECHSYSTEMS INC.

By:

Name:

Title:

EXHIBIT B

FORM OF SWING LINE LOAN NOTICE

Date:                       ,

To:	Bank of America, N.A., as Swing Line Lender and
	Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 29, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, the other Agents and the Arrangers.

The undersigned hereby requests a Swing Line Loan pursuant to Section 2.04(b) of the Agreement:

1.On                                                                                (a Business Day).

2.In the principal amount of $                                 .

The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement.

ALLIANT TECHSYSTEMS INC.

By:

Name:

Title:

EXHIBIT C-1

FORM OF TERM NOTE

$ , 2007

FOR VALUE RECEIVED, the undersigned, Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of                                            or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of            DOLLARS AND            CENTS ($         ) or, if less, the unpaid principal amount of the [Term A Loan] [Incremental Term Loan] made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of March 29, 2007 (as amended, restated, extended, supplemented [(including pursuant to the Incremental Term Facility Supplement dated           ,         )] or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, the other Agents and the Arrangers.

The Borrower promises to pay interest on the unpaid principal amount of the [Term A Loan] [Incremental Term Loan] until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Term Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement.  The [Term A Loan] [Incremental Term Loan] made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business.  The Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note.

Except as provided in the Agreement, this [Term A Note] [Incremental Term Loan] may not be assigned by the Lender to any Person.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

ALLIANT TECHSYSTEMS INC.

By:

Name:

Title:

LOANS AND PAYMENTS WITH RESPECT THERETO

				Amount of	Outstanding
			End of	Principal or	Principal
	Type of	Amount of	Interest	Interest Paid	Balance This	Notation
Date	Loan Made	Loan Made	Period	This Date	Date	Made By

EXHIBIT C-2

FORM OF REVOLVING CREDIT NOTE

$ , 2007

FOR VALUE RECEIVED, the undersigned, Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of                                            or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of        DOLLARS AND          CENTS ($          ) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of March 29, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, the other Agents and the Arrangers.

The Borrower promises to pay interest on the unpaid principal amount of all Revolving Credit Loans until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Revolving Credit Note is one of the Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Revolving Credit Note is also entitled to the benefits of the Guaranty and is secured by the Collateral.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement.  Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Credit Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note.

Except as provided in the Agreement, this Revolving Credit Note may not be assigned by the Lender to any Person.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

ALLIANT TECHSYSTEMS INC.

By:

Name:

Title:

LOANS AND PAYMENTS WITH RESPECT THERETO

				Amount of	Outstanding
			End of	Principal or	Principal
	Type of	Amount of	Interest	Interest Paid	Balance This	Notation
Date	Loan Made	Loan Made	Period	This Date	Date	Made By

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:                  , 20    

To:Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 29, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, the other Agents and the Arrangers.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                                                           of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1.Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant or independent chartered accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1.Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2.The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.

3.A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the actual knowledge of the undersigned as of the date of this Compliance Certificate, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

—or—

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4.The representations and warranties of the Borrower contained in Article V of the Agreement, or which are contained in the other Loan Documents, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

5.The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                                  ,                           ..

ALLIANT TECHSYSTEMS INC.

By:

Name:

Title:

For the Quarter/Year ended                                                      (“Statement Date”)

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)

I.	Section 7.10 (a) — Consolidated Interest Coverage Ratio.
	A.	Consolidated EBITDA for four consecutive fiscal quarters ending on above date (“Subject Period”):
		1.	Consolidated Net Income for Subject Period:	$
		2.	Consolidated Interest Charges (see below) for Subject Period:	$
		3.	Income tax expenses for Subject Period:	$
	4.	Depreciation and amortization for Subject Period:	$
		5.	Non-recurring or extraordinary, non-cash expenses for Subject Period or any future period in an amount not to exceed $25,000,000 for Subject Period:	$
		6.	Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5):	$
	B.	Consolidated Interest Charges for Subject Period:
		1.	Sum of interest, premium payments, debt discount, fees, charges and related expenses (excluding expenses of issuance) in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP for Subject Period:	$
		2.	Portion of rent expense on a consolidated basis for Subject Period under Capitalized Leases treated as interest in accordance with GAAP:	$
		3.	Consolidated Interest Charges (Lines I.B.1 + 2)	$
	C.	Consolidated Interest Coverage Ratio (Line I.A.6 ÷ Line I.B.3):		to 1.00
		Minimum required: 3.00 to 1.00 as of the end of each Statement Date.

II.	Section 7.10 (b) — Consolidated Leverage Ratio.
	A.	Consolidated Funded Indebtedness at Statement Date:
		1.	Outstanding principal amount of all obligations for borrowed money (whether current or long term) and all obligations evidenced by bonds, debentures, notes, loan agreements and similar instruments:	$
		2.	Outstanding principal amount of all purchase money Indebtedness:	$
		3.	Direct or contingent obligations arising under Financial Letters of Credit, bankers’ acceptances, bank guarantees and similar instruments:	$
		4.	Obligations in respect of the deferred price of property or services (other than trade accounts payable in the ordinary course of business):	$
		5.	Attributable Indebtedness:	$
		6.	All obligations in respect of Disqualified Equity Interests:	$
		7.	Off-Balance Sheet Liabilities:
		8.	Without duplication, all Guarantees (excluding Performance Guarantees) with respect to outstanding Indebtedness described above of Persons other than the Borrower and its Subsidiaries:	$
		9.	All Indebtedness of the types described above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or other legal entity in respect of which the equity holders are not liable for the obligations of such entity as a matter of law) in which the Borrower or a Subsidiary is a general partner or joint venturer unless such Indebtedness is expressly non-recourse to the Borrower and its Subsidiaries:	$
		10.	Consolidated Funded Indebtedness (Line II.A.1+2+3+4+5+6+7+8+9):	$
	B	Consolidated EBITDA for Subject Period (Line I.A.6 above):		$
	C.	Consolidated Leverage Ratio (Line II.A.10 ÷ Line II.B):		to 1.00

Maximum permitted:  From Restatement Closing Date through
March 31, 2007, 4.5:1:00;
from April 1, 2007 through June 30, 2007, 4.5:1:00; 
from July 1, 2007 through September 30, 2007, 4.25:1:00; 
from October 1, 2007 through June 30, 2008, 4.25:100; 
from July 1, 2008 and each fiscal quarter thereafter, 4.00:1:00.

EXHIBIT E

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [             ] (the “Assignor”) and [             ] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit, Guarantees and Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:                                                              [and is an
		Affiliate/Approved Fund of [identify Lender]]
3.	Borrower:	Alliant Techsystems Inc.
4.	Administrative  Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement
5.	Credit Agreement:		The Amended and Restated Credit Agreement, dated as of March 29, 2007 among Alliant Techsystems Inc., the Lenders party thereto, Bank of America, N.A., as Administrative Agent, the other Agents and the Arrangers.

6. Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders*	Amount of Commitment/Loans Assigned*	Percentage Assigned of Commitment/Loans(1)
	$	$		%
	$	$		%
	$	$		%

[7. Trade Date:                                           ](2)

Effective Date:                                         , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Name:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
		Name:
		Title:

(1)  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

* Amount to be adjusted by the counterparties to take into account any payments or prepayments for Term A Loans [Incremental Term Loan].

(2)  To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

Consented to and Accepted:
BANK OF AMERICA, N.A., as
Administrative Agent
By:
	Name:
	Title:
[Consented to:](3)
By:
	Name:
	Title:
By:
	Name:
	Title:

(3) To be added for the Borrower and/or other parties (e.g. Swing Line Lender or L/C Issuer) only to the extent such consent is required by the terms of the Credit Agreement.

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

Amended and Restated Credit Agreement, dated as of March 29,
2007 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement;” the
terms defined therein being used herein as therein defined), among
Alliant Techsystems Inc., a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto, Bank of
America, N.A., as Administrative Agent, the other Agents and the
Arrangers.

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1.Representations and Warranties.

1.1.Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2.Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the

Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender.

2.Payments. [From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the Effective Date.  The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.] [From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.](4)

3.General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

(4) Administrative Agent to select first or second alternative.

EXHIBIT F

EXECUTION COPY

AMENDED AND RESTATED SUBSIDIARY GUARANTY

Dated as of March 29, 2007

From

THE GUARANTORS NAMED HEREIN

and

THE ADDITIONAL GUARANTORS REFERRED TO HEREIN

as Guarantors

in favor of

THE SECURED PARTIES REFERRED TO IN
THE CREDIT AGREEMENT REFERRED TO HEREIN

TABLE OF CONTENTS

Section		Page
Section 1.	Guaranty; Limitation of Liability	1
Section 2.	Guaranty Absolute	2
Section 3.	Waivers and Acknowledgments	4
Section 4.	Subrogation	4
Section 5.	Payments Free and Clear of Taxes, Etc.	5
Section 6.	Representations and Warranties	8
Section 7.	Covenants	8
Section 8.	Amendments, Guaranty Supplements, Etc.	8
Section 9.	Notices, Etc.	9
Section 10.	No Waiver; Remedies	10
Section 11.	Right of Set-off	10
Section 12.	Indemnification	10
Section 13.	Subordination	11
Section 14.	Continuing Guaranty; Assignments under the Credit Agreement	12
Section 15.	Execution in Counterparts	12
Section 16.	Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.	12
Exhibit A - Guaranty Supplement

AMENDED AND RESTATED SUBSIDIARY GUARANTY

AMENDED AND RESTATED SUBSIDIARY GUARANTY, dated as of March 29, 2007 (this “Guaranty”), made by the Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).

PRELIMINARY STATEMENT. Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), is party to that certain Amended and Restated Credit Agreement dated as of March 29, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with certain Lenders party thereto, BANK OF AMERICA, N.A, as Administrative Agent for such Lenders, the other Agents and the Arrangers. Each Guarantor may receive, directly or indirectly, a portion of the proceeds of the Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Loans by the Lenders and the issuance of Letters of Credit by the L/C Issuers under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time that each Guarantor shall have executed and delivered this Guaranty.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit under the Credit Agreement and the Hedge Banks to enter into Secured Hedge Agreements from time to time, each Guarantor, jointly and severally with each other Guarantor, hereby agrees as follows:

Section 1.Guaranty; Limitation of Liability.  (a)  Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

(b)Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance

Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

(c)Each Guarantor hereby unconditionally and irrevocably agrees that if any payment shall be required to be made to any Secured Party under this Guaranty or any other guaranty by such Guarantor, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

(d)To the extent that any Guarantor shall make a payment under this Guaranty of all or any of the Guaranteed Obligations (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by the other Guarantors, exceeds the amount which such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable Amount” (as defined below) (in effect immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all Guarantors in effect immediately prior to the making of such Guarantor Payment, then, subject to Section 4 hereof such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each of the other Guarantors for the amount of such excess, pro rata in accordance with their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the maximum amount of the claim which could then be recovered from such Guarantor under this Guaranty after giving effect to Section 1(b) hereof. This Section 1(d) is intended only to define the relative rights of Guarantors and nothing set forth in this Section 1(d) is intended to or shall impair the obligations of Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guaranty.

Section 2.Guaranty Absolute.  Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

(a)any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

(b)any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;

(c)any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;

(d)any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;

(e)any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;

(f)any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);

(g)the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or

(h)any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Section 3.Waivers and Acknowledgments.  (a)  Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.

(b)Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

(c)Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder.

(d)Each Guarantor acknowledges that the Administrative Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage, trust deeds or deed of trust by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Administrative Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law.

(e)Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party.

(f)Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Section 4.Subrogation.  Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in

cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Letters of Credit and all Secured Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the Maturity Date for the Revolving Credit Facility and (c) the latest date of expiration, termination or Cash Collateralization or provision of Credit Support (as defined below) therefor of all Letters of Credit and the expiration or termination of all Secured Hedge Agreements, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the Maturity Date for the Revolving Credit Facility shall have occurred and (iv) all Letters of Credit shall have expired or been terminated or, prior to the date of expiration or termination, been Cash Collateralized or credit support therefor shall otherwise have been provided in a manner satisfactory to the respective L/C Issuer in its sole discretion (“Credit Support”) and all Secured Hedge Agreements shall have expired or been terminated, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

Section 5.Payments Free and Clear of Taxes, Etc.  (a)  Unless provided otherwise in Section 5(g), any and all payments made by any Guarantor to, or for the account of a Secured Party, under or in respect of this Guaranty or any other Loan Document shall be made, in accordance with Section 3.01 of the Credit Agreement, free and clear of and without deduction for any and all present or future Taxes. If any Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable under or in respect of this Guaranty or any other Loan Document to any Secured Party, unless provided otherwise in Section 5(g), (i) the sum payable by such Guarantor shall be increased as may be necessary so that after such Guarantor and the Administrative Agent have made all required deductions (including deductions applicable to additional sums payable under this Section 5(a)), such Secured Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make such deductions and (iii) such Guarantor shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable law.

(b)In addition, each Guarantor agrees to pay any present or future Other Taxes that arise from any payment made by or on behalf of such Guarantor under or in respect of this Guaranty or any other Loan Document or from the execution, delivery or registration of,

performance under, or otherwise with respect to, this Guaranty and the other Loan Documents. If a Guarantor is required to pay material amounts of any Other Taxes with respect to any Loan Document, then the applicable Secured Party shall take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Secured Party, and as may be reasonably necessary (including designation of a different lending office, if any) to eliminate or substantially reduce the amount of such taxes otherwise payable by the Guarantor under this Section 5(b).

(c)Unless otherwise provided in Section 5(g), each Guarantor will indemnify each Secured Party for and hold it harmless against the full amount of Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 5, imposed on or paid by such Secured Party and any liability (including penalties, additions to tax, interest and reasonable expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this Section 5 shall be made within 30 days after the date such Secured Party makes written demand therefor. A certificate setting forth the amount of such payment delivered by a Secured Party to a Guarantor shall be conclusive absent the manifest error of such Secured Party. If any Secured Party receives a refund of Taxes or Other Taxes paid by any Guarantor for which such Guarantor indemnified any Secured Party pursuant to this Section 5(c), then such Secured Party shall pay the amount of such refund, net of any expenses incurred by or any Taxes or Other Taxes imposed on such Secured Party, to the applicable Guarantor within 30 days of the receipt of such amount; provided that such Guarantor agrees, upon the request of such Secured Party, to promptly return the amount of such refund to such Secured Party (together with the amount of any applicable penalties, interest or other charges in respect thereof) if such Secured Party is required to repay such refund to the relevant Governmental Authority. Nothwithstanding the foregoing, (i) no Guarantor shall be entitled to review the tax records or financial information of any Secured Party and (ii) no Secured Party shall have any obligation to pursue any refund of Taxes or Other Taxes paid by any Guarantor.

(d)Within 30 days after the date of any payment of Taxes, the relevant Guarantor shall furnish to the Administrative Agent, at its address referred to in Section 9, the original or a certified copy of a receipt evidencing such payment. In the case of any payment hereunder by or on behalf of any Guarantor through an account or branch outside the United States or by or on behalf of such Guarantor by a payor that is not a United States person, if such Guarantor determines that no Taxes are payable in respect thereof, such Guarantor shall furnish, or shall cause such payor to furnish, to the Administrative Agent, at such address, an opinion of counsel acceptable to the Administrative Agent stating that such payment is exempt from Taxes. For purposes of subsections (d) and (e) of this Section 5, the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Internal Revenue Code.

(e)Each Secured Party that is not a United States person (a “Foreign Secured Party”) shall, on or prior to the date of its execution and delivery of the Credit Agreement, in the case of each initial Secured Party, as the case may be, and on or prior to the date of the Assignment and Assumption or Secured Hedge Agreement pursuant to which it becomes a Secured Party, in the case of each other Secured Party, provide each of the Administrative Agent and such Guarantor with two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Secured Party and entitling it to an exemption from,

or reduction of, withholding tax on all payments to be made to, or for the account of, such Foreign Secured Party by such Guarantor under or in respect of this Guaranty or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to, or for the account of, such Foreign Secured Party by the Guarantor under or in respect of this Guaranty or any other Loan Document) or such other evidence satisfactory to the Guarantor and the Administrative Agent that such Foreign Secured Party is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Secured Party claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the Guarantor and to the Administrative Agent that such Foreign Secured Party is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, and (iii) a controlled foreign corporation related to any Guarantor within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Secured Party shall (A) promptly submit to such Guarantor and to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to such Guarantor and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to, or for the account of, such Foreign Secured Party by such Guarantor under or in respect of this Guaranty or any other Loan Document, (B) promptly notify such Guarantor and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Foreign Secured Party, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that such Guarantor make any deduction or withholding for taxes from amounts payable to such Foreign Secured Party.

(f)Each Foreign Secured Party, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Secured Party under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Secured Party), shall deliver to such Guarantor and the Administrative Agent at least three Business Days prior to the date when such Foreign Secured Party ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of such Guarantor or the Administrative Agent (in each case, in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Foreign Secured Party as set forth above, to establish the portion of any such sums paid or payable with respect to which such  Foreign Secured Party acts for its own account that is not subject to U.S. withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Secured Party is required to transmit with such form pursuant to the Code and the Treasury Regulations, and any other certificate or statement of exemption required under the Code or the Treasury Regulations, to establish that such Foreign Secured Party is not acting for its own account with respect to a portion of any such sums payable to such Foreign Secured Party.

(g)A Guarantor shall not be required to pay any additional amount to, or for the account of, any Foreign Secured Party under Section 5(a) and 5(c) with respect to (A) any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Foreign Secured Party transmits with an IRS Form W-8BEN or W-8IMY (or any successor form thereto) pursuant to Section 5(e) or 5(f) or (B) if such Foreign Secured Party shall have failed to satisfy the provisions of Section 5(e) or 5(f); provided, that if such Foreign Secured Party shall have satisfied the requirements of Section 5(e) and 5(f) on the date such Foreign Secured Party became a Foreign Secured Party or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in Section 5(e) shall relieve such Guarantor of its obligation to pay any amounts pursuant to Section 5(a) or 5(c) to the extent that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, (x) such Foreign Secured Party is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Foreign Secured Party or other Person for the account of which such Foreign Secured Party receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate, or (y) the rate at which such Foreign Secured Party or other Person is subject to tax is increased.

Section 6.Representations and Warranties.  Each Guarantor hereby makes each representation and warranty made in the Loan Documents by the Borrower with respect to such Guarantor and each Guarantor hereby further represents and warrants as follows:

(a)There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.

(b)Such Guarantor has, independently and without reliance upon any Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty and each other Loan Document to which it is or is to be a party, and such Guarantor has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Loan Party.

Section 7.Covenants.  Each Guarantor covenants and agrees that, so long as any part of the Guaranteed Obligations shall remain unpaid, any Letter of Credit shall be outstanding, any Lender shall have any Commitment or any Secured Hedge Agreement shall be in effect, such Guarantor will, to the extent expressly set forth in the Loan Documents, perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents on its or their part to be performed or observed or that the Borrower has agreed to cause such Guarantor or such Subsidiaries, as the case may be, to perform or observe.

Section 8.Amendments, Guaranty Supplements, Etc.  (a)  No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and the Required Lenders (except as otherwise provided in the Credit

Agreement), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (i) reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor’s liability with respect to the Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (ii) postpone any date fixed for payment hereunder or (iii) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Secured Parties or any of them to take any action hereunder. Upon any Guarantor ceasing to be a Subsidiary as a result of a transaction not prohibited under the Credit Agreement, such Guarantor shall be released from this Guaranty in accordance with Section 9.11(b) of the Credit Agreement.

(b)Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Guarantor” or a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Guaranty”, the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Section 9.Notices, Etc.  All notices and other communications provided for hereunder shall be in writing (including by facsimile transmission) and shall be mailed certified or registered mail, faxed or delivered to it, if to any Guarantor, addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02(a) of the Credit Agreement, if to any Agent or any Lender, at its address specified in Section 10.02(a) of the Credit Agreement, if to any Hedge Bank, at its address specified in the Secured Hedge Agreement to which it is a party, or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communication may also be delivered or furnished as provided in Section 10.02(b) of the Credit Agreement and any such notices delivered through electronic communications to the extent provided in Section 10.02(b) of the Credit Agreement shall be effective as provided in such Section 10.02(b) of the Credit Agreement. Delivery by telecopier of an executed counterpart of a signature page to any amendment or waiver of any provision of this Guaranty or of any Guaranty Supplement to be executed and delivered hereunder shall be as effective as delivery of an original executed counterpart thereof.

Section 10.No Waiver; Remedies.  No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11.Right of Set-off.  Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 8.02 of the Credit Agreement to authorize the Administrative Agent to declare the Loans and other Obligations due and payable pursuant to the provisions of said Section 8.02, each Agent and each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of any Guarantor against any and all of the Obligations of such Guarantor now or hereafter existing under the Loan Documents, irrespective of whether such Agent or such Lender shall have made any demand under this Guaranty or any other Loan Document and although such Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify such Guarantor after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent and each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and their respective Affiliates may have.

Section 12.Indemnification.  (a)  Without limitation on any other Obligations of any Guarantor or remedies of the Secured Parties under this Guaranty, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party.

(b)Each Guarantor hereby also agrees that none of the Indemnified Parties shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any of the Guarantors or any of their respective Affiliates or any of their respective officers, directors, employees, agents and advisors for, and each Guarantor hereby agrees not to assert any claim against any Indemnified Party on any theory of, liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facilities, the actual or proposed use of the proceeds of the Loans or the Letters of Credit, the Loan Documents or any of the transactions contemplated by the Loan Documents.

(c)Without prejudice to the survival of any of the other agreements of any Guarantor under this Guaranty or any of the other Loan Documents, the agreements and obligations of each Guarantor contained in Section 1(a) (with respect to enforcement expenses), the last sentence of Section 2, Section 5 and this Section 12 shall survive the payment in full of the Guaranteed Obligations and all of the other amounts payable under this Guaranty.

Section 13.Subordination.  Each Guarantor hereby subordinates any and all debts, liabilities and other obligations owed to such Guarantor by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 13:

(a)Prohibited Payments, Etc. Except during the continuance of a Specified Default, each Guarantor may receive payments from any other Loan Party on account of the Subordinated Obligations. After the occurrence and during the continuance of a Specified Default, however, unless the Administrative Agent otherwise agrees, no Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

(b)Prior Payment of Guaranteed Obligations. In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.

(c)Turn-Over. After the occurrence and during the continuance of any Specified Default, each Guarantor shall, if the Administrative Agent requests pursuant to clause (ii) of subsection (d) below, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Secured Parties and deliver such payments to the Administrative Agent on account of the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Guaranty.

(d)Administrative Agent Authorization. After the occurrence and during the continuance of a Specified Default, the Administrative Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of each Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post Petition Interest), and (ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such Subordinated Obligations to the Administrative Agent for application to the Guaranteed Obligations (including any and all Post Petition Interest).

Section 14.Continuing Guaranty; Assignments under the Credit Agreement.  This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the Maturity Date and (iii) the latest date of expiration, termination or Cash Collateralization or provision of Credit Support therefor of all Letters of Credit and the expiration or termination of all Secured Hedge Agreements, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. Subject to Section 7.04 of the Credit Agreement, no Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

Section 15.Execution in Counterparts.  This Guaranty and each amendment, waiver and consent with respect hereto may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Guaranty by telecopier shall be effective as delivery of an original executed counterpart of this Guaranty.

Section 16.Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.  (a)  This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

(b)Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document in the courts of any jurisdiction.

(c)Each Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any New York State or federal court.

Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court.

(d)EACH GUARANTOR HEREBY IRREVOCABLY WAIVES 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 ANY OF THE LOAN DOCUMENTS, THE LOANS OR THE ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Address for Notices:	AMMUNITION ACCESSORIES INC.
	By:
	Name:
	Title:
	By:
	Name:
	Title:
Address for Notices:	ATK COMMERCIAL AMMUNITION
	COMPANY INC.
	By:
	Name:
	Title:
	By:
	Name:
	Title:
Address for Notices:	ATK COMMERCIAL AMMUNITION
	HOLDINGS COMPANY INC.
	By:
	Name:
	Title:
	By:
	Name:
	Title:

Address for Notices:	ATK LAUNCH SYSTEMS INC.
	By:
	Name:
	Title:
	By:
	Name:
	Title:
Address for Notices:	ATK SPACE SYSTEMS INC.
	By:
	Name:
	Title:
	By:
	Name:
	Title:
Address for Notices:	FEDERAL CARTRIDGE COMPANY
	By:
	Name:
	Title:
	By:
	Name:
	Title:

Address for Notices:	MICRO CRAFT INC.
	By:
	Name:
	Title:
	By:
	Name:
	Title:

Exhibit A
To The
Guaranty

FORM OF GUARANTY SUPPLEMENT

Bank of America, N.A., as Administrative Agent
[Address of Administrative Agent]

Attention:

Amended and Restated Credit Agreement dated as of March 29, 2007 among

Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), the Lenders

party to the Credit Agreement, Bank of America, N.A., as Administrative Agent, the other Agents and the Arrangers

Ladies and Gentlemen:

Reference is made to the above-captioned Credit Agreement and to the Guaranty referred to therein (such Guaranty, as in effect on the date hereof and as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, together with this Guaranty Supplement, being the “Guaranty”). The capitalized terms defined in the Guaranty or, if not defined in the Guaranty, in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Section 1.Guaranty; Limitation of Liability.  (a)  The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

(b)The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Guaranty and the Obligations of the

undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Guaranty and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the undersigned hereby irrevocably agree that the Obligations of the undersigned under this Guaranty Supplement and the Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of the undersigned under this Guaranty Supplement and the Guaranty not constituting a fraudulent transfer or conveyance.

(c)The undersigned hereby unconditionally and irrevocably agrees that if any payment shall be required to be made to any Secured Party under this Guaranty Supplement, the Guaranty or any other guaranty by such Guarantor, the undersigned will contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

(d)To the extent that any Guarantor shall make a payment under this Guaranty of all or any of the Guaranteed Obligations (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by the other Guarantors, exceeds the amount which such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable Amount” (as defined below) (in effect immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all Guarantors in effect immediately prior to the making of such Guarantor Payment, then, subject to Section 4 hereof such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each of the other Guarantors for the amount of such excess, pro rata in accordance with their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the maximum amount of the claim which could then be recovered from such Guarantor under this Guaranty after giving effect to Section 1(b) hereof. This Section 1(d) is intended only to define the relative rights of Guarantors and nothing set forth in this Section 1(d) is intended to or shall impair the obligations of Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guaranty.

Section 2.Obligations Under the Guaranty.  The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Guaranty to an “Additional Guarantor” or a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “Guarantor” or a “Loan Party” shall also mean and be a reference to the undersigned.

Section 3.Representations and Warranties.  The undersigned hereby makes each representation and warranty set forth in Section 6 of the Guaranty to the same extent as each other Guarantor.

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Section 4.Delivery by Telecopier.  Delivery of an executed counterpart of a signature page to this Guaranty Supplement by telecopier shall be effective as delivery of an original executed counterpart of this Guaranty Supplement.

Section 5.Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.  (a)  This Guaranty Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

(b)The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in the courts of any other jurisdiction.

(c)The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any New York State or federal court. The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court.

(d)THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES 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 ANY OF THE LOAN DOCUMENTS, THE LOANS OR THE ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

Very truly yours,
[NAME OF ADDITIONAL GUARANTOR]
By
	Title:

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EXHIBIT G

EXECUTION COPY

AMENDED AND RESTATED SECURITY AGREEMENT

Dated March 29, 2007

From

The Grantors referred to herein

as Grantors

to

BANK OF AMERICA, N.A.

as Administrative Agent

Alliant Techsystems Inc Amended and Restated Security Agreement

TABLE OF CONTENTS

		Page
Section
Section 1.	Grant of Security	2
Section 2.	Security for Obligations	8
Section 3.	Grantors Remain Liable	8
Section 4.	Government Contract Claims	8
Section 5.	Delivery and Control of Security Collateral	10
Section 6.	Maintaining the Account Collateral	12
Section 7.	Investing of Amounts in the Collateral Account and the L/C Collateral Account	14
Section 8.	Release of Amounts	14
Section 9.	Maintaining Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights and Giving Notice of Commercial Tort Claims	15
Section 10.	Representations and Warranties	15
Section 11.	Further Assurances	20
Section 12.	As to Equipment and Inventory	21
Section 13.	Insurance	22
Section 14.	Post-Closing Changes; Bailees; Collections on Assigned Agreements, Receivables and Related Contracts	23
Section 15.	As to Intellectual Property Collateral	24
Section 16.	Voting Rights; Dividends; Etc.	27
Section 17.	As to the Assigned Agreements	28
Section 18.	Payments Under the Assigned Agreements	28
Section 19.	As to Letter-of-Credit Rights	29
Section 20.	Additional Shares	29
Section 21.	Administrative Agent Appointed Attorney-in-Fact	29
Section 22.	Administrative Agent May Perform	30
Section 23.	The Administrative Agent’s Duties	30

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Section 24.	Remedies	30
Section 25.	Indemnity and Expenses	33
Section 26.	Amendments; Waivers; Additional Grantors; Etc.	34
Section 27.	Notices and Other Communications; Facsimile Copies	34
Section 28.	Continuing Security Interest; Assignments Under the Credit Agreement	35
Section 29.	Release; Termination	36
Section 30.	Execution in Counterparts	36
Section 31.	The Mortgages	36
Section 32.	Governing Law	36

Schedules
Schedules I	-	Chief Executive Office, Type of Organization, Jurisdiction of Organization and Organizational Identification Number
Schedule II	-	Pledged Equity and Pledged Debt
Schedule III	-	Changes in Name, Location, Etc.
Schedule IV	-	Patents, Trademarks and Trade Names, Copyrights and IP Agreements
Schedule V	-	Securities Accounts; Deposit Accounts; Commodities Accounts
Schedule VI	-	New Locations of Equipment and Inventory
Schedule VII	-	Excluded Patents
Schedule VIII	-	Affected IP Collateral
Exhibits
Exhibit A	-	Form of Security Agreement Supplement
Exhibit B	-	Form of Securities Account Control Agreement
Exhibit C	-	Form of Commodity Account Control Agreement
Exhibit D	-	Form of Deposit Account Control Agreement
Exhibit E	-	Form of Intellectual Property Security Agreement
Exhibit F	-	Form of Intellectual Property Security Agreement Supplement
Exhibit G	-	Form of Consent to Assignment of Letter of Credit Rights
Exhibit H-1	-	Form of Assignment for Government Contract Claims
Exhibit H-2	-	Form of Notice of Assignment of Government Contract Claims
Exhibit H-3	-	Form of Acknowledgment of Government Contract Claims

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EXECUTION COPY

AMENDED AND RESTATED SECURITY AGREEMENT

AMENDED AND RESTATED SECURITY AGREEMENT dated March 29, 2007 made by Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined in Section 26) (the Borrower, the Persons so listed and the Additional Grantors being, collectively, the “Grantors”) to Bank of America, N.A., as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to Article IX of the Credit Agreement (as hereinafter defined), the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement).

PRELIMINARY STATEMENTS.

(1)The Borrower entered into a Credit Agreement dated as of March 31, 2004 (as amended prior to the date hereof, the “Existing Credit Agreement”) with the Lenders, the Agents and the Arrangers (each as defined therein).

(2)The Borrower has requested, and the Lenders have agreed, to amend and restate the Existing Credit Agreement, have agreed that the existing loans and other obligations outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in the Amended and Restated Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of March 29, 2007 with the Borrower, the Agents and the Arrangers (each as defined therein).

(3)Pursuant to the Credit Agreement, the Grantors are amending and restating this Agreement in order to grant to the Administrative Agent for the ratable benefit of the Secured Parties a security interest in the Collateral (as hereinafter defined).

(4)Each Grantor is the owner of the shares of stock or other Equity Interests (the “Initial Pledged Equity”) set forth opposite such Grantor’s name on and as otherwise described in Part I of Schedule II hereto and issued by the Persons named therein and of the indebtedness (the “Initial Pledged Debt”) set forth opposite such Grantor’s name on and as otherwise described in Part II of Schedule II hereto and issued by the obligors named therein.

(5)The Grantors have, and may have from time to time, security entitlements (the “Pledged Security Entitlements”) with respect to all the financial assets (the “Pledged Financial Assets”) credited from time to time to securities accounts, including, as of the date hereof, to the accounts listed in Part A of Schedule V hereto (collectively, the “Securities Accounts”).

(6)The Grantors have opened, and may open from time to time, deposit accounts with banks, including, as of the date hereof, the accounts listed in Part B of Schedule V hereto (collectively, the “Deposit Accounts”).

(7)The Grantors have, and may have from time to time, commodity contracts (the “Pledged Commodity Contracts”) carried from time to time in commodities accounts,

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including, as of the date hereof, to the accounts listed in Part C of Schedule V hereto (collectively, the “Commodities Accounts”).

(8)The Borrower has opened a collateral deposit account, Account No. 12332-07636 (together with any substitute or additional collateral deposit accounts opened in the name of the Administrative Agent, collectively, the “Collateral Account”), with Bank of America, N.A. at its office at 1850 Gateway Boulevard, Concord, California 94520, in the name of the Administrative Agent and under the sole control and dominion of the Administrative Agent and subject to the terms of this Agreement.

(9)It is a condition precedent to the making of Loans by the Lenders and the issuance of Letters of Credit by the L/C Issuers under the Credit Agreement and the entry into Secured Hedge Agreements by the Hedge Banks from time to time that the Grantors shall have granted the assignment and security interest and made the pledge and assignment contemplated by this Agreement.

(10)Each Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the Loan Documents.

(11)Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the Credit Agreement.  Further, unless otherwise defined in this Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) and/or in the Federal Book Entry Regulations (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9 and/or the Federal Book Entry Regulations. “UCC” means the Uniform Commercial Code as in effect, from time to time, in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. The term “Federal Book Entry Regulations” means (a) the federal regulations contained in Subpart B (“Treasury/Reserve Automated Debt Entry System (TRADES)”) governing book-entry securities consisting of U.S. Treasury bonds, notes and bills and Subpart D (“Additional Provisions”) of 31 C.F.R. Part 357, 31 C.F.R. § 357.2, § 357.10 through § 357.15 and § 357.40 through § 357.45 and (b) to the extent substantially identical to the federal regulations referred to in clause (a) above (as in effect from time to time), the federal regulations governing other book-entry securities.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit under the Credit Agreement and to induce the Hedge Banks to enter into Secured Hedge Agreements from time to time, each Grantor hereby agrees with the Administrative Agent for the ratable benefit of the Secured Parties as follows:

Section 1.Grant of Security.  Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property

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described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Collateral”):

(a) all equipment in all of its forms, including, without limitation, all machinery, tools, motor vehicles, vessels, aircraft, furniture and fixtures, and all parts thereof and all accessions thereto and all software related thereto, including, without limitation, software that is embedded in and is part of the equipment (any and all such property being the “Equipment”);

(b) all inventory in all of its forms, including, without limitation, (i) all raw materials, work in process, finished goods and materials used or consumed in the manufacture, production, preparation or shipping thereof, (ii) goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (iii) goods that are returned to or repossessed or stopped in transit by such Grantor, and all accessions thereto and products thereof and documents therefor, and all software related thereto, including, without limitation, software that is embedded in and is part of the inventory (any and all such property being the “Inventory”);

(c) all accounts (including, without limitation, Government Contract Claims, and health care insurance receivables), chattel paper (including, without limitation, tangible chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts, letter-of-credit rights, general intangibles (including, without limitation, payment intangibles and Government Contract Claims and all assignable rights and interests related thereto) and all other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating to the foregoing property (any and all of such accounts, chattel paper, instruments, deposit accounts, letter-of-credit rights, general intangibles and other obligations, to the extent not referred to in clause (d), (e) or (f) below, being the “Receivables”, and any and all such supporting obligations, security agreements, mortgages, Liens, leases, letters of credit and other contracts being the “Related Contracts”);

(d) the following (the “Security Collateral”):

(i)the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;

(ii)the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from

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time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt;

(iii)all additional shares of stock and other Equity Interests of any Subject Subsidiary or Joint Venture (except to the extent that the organizational or other governing documents thereof prohibit such pledge) from time to time acquired by such Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all subscription warrants, rights or options issued thereon or with respect thereto; provided that such Grantor shall not be required to pledge hereunder, and the Pledged Equity shall not include, more than 65% of the aggregate shares of stock or other Equity Interests of a Foreign Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) (the “Voting Foreign Stock”); provided further that all of the shares of stock or other Equity Interests of such Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) shall be pledged by such Grantor; provided further that if, as a result of any change in the tax laws of the United States of America after the date of this Agreement, the pledge by such Grantor of any additional shares of Voting Foreign Stock in any such Foreign Subsidiary under this Agreement would not result in an increase in the net tax liabilities of such Grantors, then, promptly after the change in such laws, all such additional shares of Voting Foreign Stock shall be so pledged under this Agreement (for purposes of this Section 1(d)(iii));

(iv)all additional indebtedness in excess of $1,000,000 from time to time owed to such Grantor by the Borrower or any Subsidiary or Joint Venture of such Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments evidencing such indebtedness (including all intercompany notes), and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness;

(v)the Securities Accounts, all Pledged Security Entitlements with respect to all Pledged Financial Assets from time to time credited to any Securities Account, and all Pledged Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Security Entitlements or such Pledged Financial Assets and all subscription warrants, rights or options issued thereon or with respect thereto;

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(vi)all Commodities Accounts, all Pledged Commodity Contracts from time to time carried in the Commodities Accounts, and all value, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Commodity Contracts; and

(vii)all other investment property (excluding any Equity Interests not required to be, to the extent constituting a security, granted pursuant to Section 1(d) but otherwise including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodities accounts) in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, distributions, value, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all subscription warrants, rights or options issued thereon or with respect thereto;

(e) each agreement and contract (excluding Government Contracts, but including any subcontracts in respect of any Government Contracts of any other Person), the IP Agreements (as hereinafter defined), and each Swap Contract to which such Grantor is now or may hereafter become a party, in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of such Grantor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of such Grantor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral being the “Agreement Collateral”);

(f) the following (collectively, the “Account Collateral”):

(i)the Collateral Account, the L/C Collateral Account (as defined below), all Deposit Accounts and all funds and financial assets from time to time credited thereto (including, without limitation, all Cash Equivalents), all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, the L/C Collateral Account, and the Deposit Accounts;

(ii)all promissory notes, certificates of deposit, deposits, checks and other instruments from time to time delivered to or otherwise possessed by the Administrative Agent for or on behalf of such Grantor, including, without

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limitation, those delivered or possessed in substitution for or in addition to any or all of the then existing Account Collateral; and

(iii)all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral;

(g) the following (collectively, the “Intellectual Property Collateral”):

(i)all patents, patent applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto (“Patents”);

(ii)all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together, in each case, with the goodwill symbolized thereby (“Trademarks”);

(iii)all copyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”);

(iv)all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing (“Computer Software”);

(v)all confidential proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including,  without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual property of any type, including, without limitation, industrial designs and mask works;

(vi)all registrations and applications for registration for any of the foregoing Patents, Trademarks and Copyrights with any Governmental Authority of the United States, including, without limitation, those registrations and applications for registration set forth on Schedule IV hereto (as such Schedule IV may be supplemented from time to time by supplements to this Agreement, each

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such supplement being substantially in the form of Exhibit F hereto (an “IP Security Agreement Supplement”) executed by such Grantor to the Administrative Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;

(vii)all tangible embodiments of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

(viii)all agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any of the foregoing to which such Grantor, now or hereafter, is a party or a beneficiary, including, without limitation, the agreements set forth on Schedule IV hereto (“IP Agreements”); and

(ix) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages;

(h) as may be specifically identified from time to time pursuant to a supplement to Section 9(c) (collectively, the “Commercial Tort Claims Collateral”);

(i) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any of the Collateral; and

(j) all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (i) of this Section 1 and this clause (j)) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, (B) tort claims, including, without limitation, all commercial tort claims and (C) cash.

Notwithstanding the foregoing provisions of this Section 1, the grant of a security interest as provided herein shall not extend to, and the term “Collateral” shall not include, as to any Grantor: (1) any accounts, contracts, licenses or other general intangibles of such Grantor, or any permits, instruments, or chattel paper of such Grantor, if and to the extent such account, contract, license, general intangible, permit, instrument or chattel paper contains restrictions on assignments and the creation of Liens, or under which such an assignment or Lien would cause a default to occur under such account, contract, license, general intangible, permit, instrument of chattel paper (other than to the extent that any such term would be rendered ineffective pursuant

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to [Sections 9-407 or 9-408] of Article 9 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law, including Bankruptcy Law); provided that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights, title and interests as if such provision had never been in effect; (2) the lease of real property by such Grantor as lessee or sublessee not required to be subject to a Mortgage under (and as such term is defined in) the Credit Agreement; (3) any property that would otherwise be included in the Collateral if and to the extent such property consists of deposits permitted by clause (e) or (f) of Section 7.01 of the Credit Agreement; (4) any United States intent-to-use trademark or service mark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark or service mark application under Federal Law; and (5) any asset subject to a Lien permitted by Sections 7.01(b), (i), (j) or (n) of the Credit Agreement, if and for so long as the contractual obligation governing such Lien prohibits the Lien of this Agreement applying to such assets.

Section 2.Security for Obligations. This Agreement secures, in the case of each Grantor, the payment of all Obligations of such Grantor now or hereafter existing under the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (all such Obligations being the “Secured Obligations”).

Section 3.Grantors Remain Liable.  Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in such Grantor’s Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Administrative Agent of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement or any other Loan Document, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Section 4.Government Contract Claims. (a) For purposes of this Agreement and the other Loan Documents, the following terms shall have the meanings set forth below:

“Assignment of Government Contract Claims” means an Assignment of Government Claims, in substantially the form of Exhibit H-1 attached hereto (with such changes or modification thereto as may be required with any changes or modifications to the Assignment of Claims Act or the Assignment of Claims Regulations).

“CCR Database” means the Central Contractor Registration database or the CCR database as used in 48 C.F.R. § 32.805(d)(4) and 48 C.F.R. § 4.1102.

“Notice of Assignment of Government Contract Claims” means a Notice of Assignment of Government Claims, in substantially the form of Exhibit H-2 attached hereto (with such changes or modification thereto as may be required with any changes or

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modifications to the Assignment of Claims Act or the Assignment of Claims Regulations).

(b) (i) Other than as required under any of the Loan Documents, no assignments of any Government Contract Claims have been executed and delivered in favor of any Person, which were not forwarded to or filed with any Person (including any Governmental Authority), unless all such assignments and any notices in respect thereof existing prior to the Restatement Closing Date have been destroyed, (ii) all assignments of any Government Contract Claims and notices of such assignments forwarded to or filed with any Person (including any Governmental Authority) pursuant to 48 CFR Sections 32.802(e) and 32.805(b) on or prior to the Restatement Closing Date shall have been fully released in accordance with 48 CFR Section 32.805(e), and (iii) there are no other assignments of or Liens on Government Contract Claims other than as in favor of a Governmental Party in respect of set-off rights as provided in the Federal Acquisition Regulation.

(c) With respect to (x) any Assignable Government Contract Claims in excess of $40,000,000 under any individual Government Contract of any Grantor, within forty-five (45) days after entering into such Government Contract, and (y) any Assignable Government Contract Claims of any or all Grantors that do not then constitute Assigned Government Contract Claims, if a Specified Default shall have occurred and be continuing, within thirty (30) days after the request of the Administrative Agent or the Required Lenders, each applicable Grantor shall take the following actions with respect to the applicable Government Contracts and Assignable Government Contract Claims on or prior to the dates indicated above:

(i)execute and deliver to the Administrative Agent two (2) original Assignments of Government Contract Claims and Notices of Assignment of Government Contract Claims, which shall:

(A)include a full description of the applicable Government Contract, including, (1) the contract number, (2) the date thereof, (3) the Grantor’s name and address as listed on the contract, (4) the name of the Governmental Party, the name of its office and its address, and (5) subject to any applicable laws, rules and regulations or orders relating to national security restricting such description, a description of the nature of the contract, and

(B)with respect to each Assignment of Government Contract Claims, (1) be duly executed by an authorized officer of such Grantor (other than the secretary or assistant secretary of such Grantor), (2) be duly attested by the secretary or assistant secretary of such Grantor, and (3) to the extent not impressed with the corporate seal, include two (2) certified (by any officer) true and correct copies of the resolutions of the governing body of such Grantor authorizing the officer signing the Assignment of Government Contract Claims to execute the same;

(ii)with respect to each such applicable Government Contract, provide the name, address and, if reasonably requested by the Administrative Agent, telephone number of (A) the contracting officer, administrative contracting officer and, if

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reasonably requested by the Administrative Agent, the agency head of the Governmental Party with respect to such Government Contract, (B) the surety on any bond applicable, if any, to such Government Contract (including any surety on any bond that may be applicable subsequently), and (C) the disbursing officer designated in such Government Contract to make payment; and

(iii)notify the Administrative Agent whether the assignment of such Government Contract Claims would require the Administrative Agent to register separately in the CCR Database.

(d) At any time that any of the following has occurred and is continuing, (x) any Event of Default under the Credit Agreement, which has not been cured, remedied or waived within ten (10) days, or, as a result thereof, the Loans and other Obligations are declared immediately due and payable, (y) any Default under Section 8.01(f) or (g) of the Credit Agreement, or (z) any Event of Default under Section 8.01(a), or, with respect to this Agreement or any Collateral, any Event of Default under Section 8.01(j) or (l) of the Credit Agreement (any of the foregoing being a “Trigger Event”), the Administrative Agent may, at the Grantors’ expense, with respect to the Assignable Government Contract Claims:

(i)file and deliver an original Notice of Assignment of Government Contract Claims with the appropriate number of copies thereof and with the appropriate attachments as may be required (including certified copies of the Assignment of Government Contract Claims) by the Assignment of Claims Act and the Assignment of Claims Regulations to (1) the contracting officer or the agency head of the Governmental Party with respect to such Government Contract, (2) if applicable, the surety on any bond applicable to such Government Contract (including any surety on any bond that may be delivered subsequently), and (3) the disbursing officer designated in such Government Contract to make payment, and

(ii)file, deliver, and record with any other Person or Governmental Party any other statement, notice, assignment, instrument, document or agreement or take such other action as may be deemed necessary or advisable in order to make the assignments of the Assignable Government Contract Claims in favor of the Administrative Agent for the ratable benefit of the Secured Parties effective and valid assignments under the Assignment of Claims Act and the Assignment of Claims Regulations.

Section 5.Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of a Specified Default and with notice thereafter to any Grantor, to transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 16(a) and any applicable laws, rules, regulations or orders relating to national security). In addition, the Administrative Agent shall have the right at any time upon the occurrence and during the continuance of a Specified Default

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to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations.

(b) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof, upon the occurrence and during the continuance of a Specified Default, at the request of the Administrative Agent (except, if such security is in respect of the Equity Interests of a Subsidiary or a Joint Venture required to be pledged hereunder), either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent; provided that such instructions (including any “Notice of Exclusive Control”) shall be withdrawn in the event such Specified Default is no longer continuing. With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the Administrative Agent, upon the occurrence and during the continuance of a Specified Default such Grantor will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder.

(c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Administrative Agent is not the entitlement holder, upon the occurrence and during the continuance of a Specified Default, at the request of the Administration Agent, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Administrative Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit B hereto or otherwise in form and substance satisfactory to the Administrative Agent (such agreement being a “Securities Account Control Agreement”); provided that such entitlement orders (including any “Notice of Exclusive Control”) shall be withdrawn in the event such Specified Default is no longer continuing.

(d) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract, upon the occurrence and during the continuation of a Specified Default, at the request of the Administrative Agent, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Administrative agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Administrative agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Administrative agent (such agreement being a “Commodity Account Control Agreement”, and all such authenticated records, together with all Securities Account Control Agreements being, collectively, “Security Control Agreements”); provided that such directions (including

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any “Notice of Exclusive Control”) shall be withdrawn in the event such Specified Default is no longer continuing.

(e) Each Grantor shall cause all Pledged Debt constituting intercompany debt and evidenced by intercompany promissory notes to be delivered to the Administrative Agent in accordance with Section 5(a).

Section 6.Maintaining the Account Collateral. So long as any Loan or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding, any Secured Hedge Agreement shall be in effect or  any Lender Party shall have any Commitment:

(a) If a Specified Default shall have occurred and be continuing and the Administrative Agent shall have so requested, within forty-five (45) days after any such request, each Grantor shall (i) cause each bank with whom a Deposit Account is maintained to agree in a record authenticated by the Grantor, the Administrative Agent and such bank (a “Pledged Account Bank”), to comply with instructions originated by the Administrative Agent directing the disposition of funds in any Account Collateral without the further consent of the Grantor; provided that such instructions (including any “Notice of Exclusive Control”) shall be withdrawn in the event such Specified Default shall no longer be continuing and (ii) waive or subordinate in favor of the Administrative Agent all claims of the Pledged Account Bank (including, without limitation, claims by way of a security interest, lien or right of setoff or right of recoupment to the extent set forth in Exhibit D hereto) to Account Collateral, which authenticated record shall be substantially in the form of Exhibit D hereto, or shall otherwise be in form and substance satisfactory to the Administrative Agent (the “Account Control Agreement”) or (ii) instruct all account debtors to make all payments to one or more other Pledged Account Banks by instructing that such payments be remitted to a post office box which shall be in the name and under the control of such Pledged Account Bank under a lockbox agreement duly executed by the Grantor and such Pledged Account Bank, in form and substance satisfactory to the Administrative Agent.  Thereafter, each Grantor will maintain all Account Collateral only with the Administrative Agent or Pledged Account Banks unless such Specified Default shall no longer be continuing.

(b) If a Specified Default shall have occurred and be continuing and the Administrative Agent shall have so requested, within ten (10 Business Days after any such request, each Grantor will (i) immediately instruct each Person (including any Governmental Party to the extent that a Trigger Event has occurred) obligated at any time to make any payment to such Grantor for any reason (an “Obligor”) to make such payment to the Collateral Account or, if permitted by the Administrative Agent, to a Deposit Account maintained with a Pledged Account Bank and/or (ii) if so requested, deposit in the Collateral Account or, if permitted by the Administrative Agent, a Deposit Account at the end of each Business Day, all proceeds of Collateral and all other cash of such Grantor. If a Specified Default shall have occurred and be continuing, each Grantor hereby authorizes the Administrative Agent to notify each Obligor that such payments have been assigned to the Administrative Agent as collateral hereunder and to instruct

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such Obligor to make all payments to the Collateral Account or as otherwise directed by the Administrative Agent.

(c) If a Specified Default shall have occurred and be continuing, concurrently with or at any time after entering into an Account Control Agreement with any Pledged Account Bank, if requested by the Administrative Agent, each Grantor will instruct such Pledged Account Bank to transfer to the Collateral Account, at the end of each Business Day or such other frequency as the Administrative Agent may direct, in same day funds, an amount equal to the credit balance of the Deposit Account in such Pledged Account Bank.  If any Grantor shall fail to give any such instructions to any Pledged Account Bank, the Administrative Agent may do so without further notice to any Grantor.

(d)  During the continuation of any Specified Default, each Grantor agrees that it will not add any bank that maintains a deposit account for such Grantor or open any new deposit account with any then existing Pledged Account Bank unless (i) the Administrative Agent shall have received at least ten (10) days’ prior written notice of such additional bank or such new deposit account and (ii) if the Administrative Agent has requested that the Grantors comply with the requirement of Section 6(a), the Administrative Agent shall have received, in the case of a bank or Pledged Account Bank that is not the Administrative Agent, an Account Control Agreement authenticated by such new bank and such Grantor, or a supplement to an existing Account Control Agreement with such then existing Pledged Account Bank, covering such new deposit account (and, upon the receipt by the Administrative Agent of such Account Control Agreement or supplement, Schedule V hereto shall be automatically amended to include such Deposit Account). During the continuation of any Specified Default, each Grantor agrees that it will not terminate any bank as a Pledged Account Bank or terminate any Account Collateral, except that the Grantor may terminate a Deposit Account, and terminate a bank as a Pledged Account Bank with respect to such Deposit Account, if it gives the Administrative Agent at least ten (10) days’ prior written notice of such termination (and, upon such termination, Schedule V hereto shall be automatically amended to delete such Pledged Account Bank and Deposit Account).

(e) To the extent Section 6(a) above is applicable, if during the continuation of any Specified Default, a Grantor terminates any Deposit Account covered by an Account Control Agreement or any Pledged Account Bank with respect thereto, such Grantor will immediately, if the Administrative Agent has required that the Grantors comply with the provisions of Sections 6(a) and (b), (i) transfer all funds and property held in such terminated Deposit Account to another Deposit Account covered by an Account Control Agreement maintained with a Pledged Account Bank or to the Collateral Account and (ii) notify all Obligors that were making payments to such Deposit Account to make all future payments to another Deposit Account maintained with a Pledged Account Bank covered by an Account Control Agreement or to the Collateral Account, in each case so that the Administrative Agent shall have a continuously perfected security interest in such Account Collateral, funds and property.  Each Grantor agrees to terminate any or all Account Collateral and Account Control Agreements upon request by the Administrative Agent.

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(f) Upon the occurrence and during the continuance of a Specified Default, the Administrative Agent shall have sole right to direct the disposition of funds with respect to each of the Collateral Account, the L/C Collateral Account, and, if Section 6(a) shall be applicable, the Deposit Accounts; and it shall be a term and condition of each of the Collateral Account, the L/C Collateral Account, and the Deposit Accounts (in the case of Deposit Accounts, only to the extent so directed by the Administrative Agent to the applicable Pledged Account Bank), notwithstanding any term or condition to the contrary in any other agreement relating to the Collateral Account, the L/C Collateral Account or the Deposit Accounts, as the case may be, that no amount (including, without limitation, interest on Cash Equivalents credited thereto) will be paid or released to or for the account of, or withdrawn by or for the account of, the Borrower or any other Person from the Collateral Account, the L/C Collateral Account or the Deposit Accounts (only to the extent so directed), as the case may be.

(g) The Administrative Agent may, at any time and without notice to, or consent from, the Grantor, if an Event of Default shall have occurred and be continuing (i) transfer, or direct the transfer of, funds from the Account Collateral to satisfy the Grantor’s obligations under the Loan Documents and (ii) transfer, or direct the transfer of, funds from the Deposit Accounts to the Collateral Account.

(h) Upon the request by the Administrative Agent at any time or as otherwise required in order to Cash Collateralize Letters of Credit pursuant to the Credit Agreement, the Borrower shall immediately open a letter of credit deposit account (the “L/C Collateral Account”) with Bank of America, N.A. in the name of the Administrative Agent and under the sole control and dominion of the Administrative Agreement and subject to this Agreement.

Section 7.Investing of Amounts in the Collateral Account and the L/C Collateral Account. The Administrative Agent will, subject to the provisions of Sections 6, 8 and 24, from time to time (a) invest amounts received with respect to the Collateral Account and the L/C Collateral Account in such Cash Equivalents credited to (A) the Collateral Account and the L/C Collateral Account, respectively, as the Borrower may select and the Administrative Agent may approve or (B) in the case of Cash Equivalents consisting of Securities Collateral, a securities account in which the Administrative Agent is the securities intermediary or a securities account subject to a Securities Account Control Agreement, and (b) invest interest paid on the Cash Equivalents referred to in clause (a) above, and reinvest other proceeds of any such Cash Equivalents that may mature or be sold, in each case in such Cash Equivalents credited in the same manner. Interest and proceeds that are not invested or reinvested in Cash Equivalents as provided above shall be deposited and held in the relevant Collateral Account or L/C Collateral Account. In addition, the Administrative Agent shall have the right at any time to exchange such Cash Equivalents for similar Cash Equivalents of smaller or larger determinations, or for other Cash Equivalents, credited to the Collateral Account or the L/C Collateral Account, as the case may be.

Section 8.Release of Amounts. So long as no Specified Default shall have occurred and be continuing, the Administrative Agent will pay and release, or direct the applicable Pledged Account Bank to pay and release, to the Borrower or at its order or, at the

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request of the Borrower, to the Administrative Agent to be applied to the Obligations of the Borrower under the Loan Documents, such amount, if any, as is then on deposit in the Collateral Account and the L/C Collateral Account.

Section 9.Maintaining Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights and Giving Notice of Commercial Tort Claims. So long as any Loan or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding, any Secured Hedge Agreement shall be in effect or any Lender Party shall have any Commitment, upon the occurrence and during the continuation of a Specified Default, at the request of the Administrative Agent:

(a) Each Grantor will maintain all (i) electronic chattel paper so that the Administrative Agent has control of the electronic chattel paper in the manner specified in Section 9-105 of the UCC and (ii) all transferable records so that the Administrative Agent has control of the transferable records in the manner specified in Section 16 of the Uniform Electronic Transactions Act, as in effect in the jurisdiction governing such transferable record (“UETA”);

(b) Each Grantor will maintain all letter-of-credit rights assigned to the Administrative Agent, so that the Administrative Agent has control of the letter-of-credit rights in the manner specified in Section 9-107 of the UCC; and

(c) Each Grantor will promptly give notice to the Administrative Agent of any commercial tort claim in excess of $30,000,000 that arises in the future and will immediately execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action, to subject such commercial tort claim to the first priority security interest created under this Agreement.

Section 10.Representations and Warranties. Each Grantor represents and warrants as follows:

(a) Such Grantor’s exact legal name, as defined in Section 9-503(a) of the UCC, is correctly set forth on Schedule I hereto. Such Grantor has only the trade names, listed on Schedule IV hereto. Such Grantor is located (within the meaning of Section 9-307 of the UCC) in the jurisdiction set forth opposite such Grantor’s name on Schedule I hereto and has its chief executive office and the office in which it maintains the original copies of each Assigned Agreement and Related Contract to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor at the address, if not its chief executive office, set forth on Schedule I hereto. The information set forth on Schedule I hereto with respect to such Grantor is true and accurate in all respects. For each Grantor, such Grantor has not since March 31, 2004 changed its name, location, chief executive office, place where it maintains its agreements, type of organization, jurisdiction of organization or organizational and, if applicable, tax identification number from those set forth on Schedule I hereto except as disclosed on Schedule III hereto.

(b) Substantially all Equipment and Inventory of such Grantor is located at the locations listed on Schedule 5.08(c) to the Credit Agreement or Schedule VI hereto (other

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than Inventory sold in the ordinary course of business and Equipment located offsite in the ordinary course of business and Equipment or Inventory having a value, in each case, of $10,000 or less at any one location). All Security Collateral consisting of certificated securities and instruments have been delivered to the Administrative Agent. Copies of each Assigned Agreement have been delivered to the Administrative Agent. None of the Receivables or Agreement Collateral is evidenced by a promissory note or other instrument that has not been delivered to the Administrative Agent.

(c) Such Grantor is the legal and beneficial owner of the Collateral of such Grantor free and clear of any Lien, claim, option or right of others, except for Permitted Liens. No effective financing statement or other instrument similar in effect covering all or any part of such Collateral or listing such Grantor or any trade name of such Grantor as debtor is on file in any recording office, except such as may have been filed in favor of the Administrative Agent relating to the Loan Documents or as otherwise permitted under the Credit Agreement.

(d) Such Grantor has exclusive possession and control of substantially all of the Equipment and Inventory (other than Equipment and Inventory located on property owned by any Governmental Party and operated by such Grantor) stored at any leased premises or warehouse.  In the case of Equipment and Inventory located on leased premises or in warehouses, no lessor or warehouseman of any premises or warehouse upon or in which such Equipment or Inventory is located has (i) received notification of any secured party’s interest (other than the security interest granted hereunder) in such Grantor’s Equipment or Inventory or (ii) any Lien (other than a Permitted Lien), claim or charge (based on contract, statute or otherwise) on such Equipment and Inventory.

(e) The Pledged Equity pledged by such Grantor hereunder has been duly authorized and validly issued and is fully paid and non-assessable. With respect to the Pledged Equity that is an uncertificated security, such Grantor has caused the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor. If such Grantor is an issuer of Pledged Equity, such Grantor confirms that it has received notice of such security interest. The Pledged Debt pledged by such Grantor hereunder (i) to the extent representing intercompany indebtedness, is the legal, valid and binding obligation of the issuers thereof and (ii) to the extent representing intercompany indebtedness, is evidenced by one or more promissory notes (which notes have been delivered to the Administrative Agent).

(f) The Initial Pledged Equity pledged by such Grantor constitutes the percentage of the issued and outstanding Equity Interests of the issuers thereof indicated on Schedule II hereto. The Initial Pledged Debt constitutes all of the outstanding Pledged Debt owed to such Grantor by the issuers thereof and is outstanding in the principal amount indicated on Schedule II hereto.

(g) Such Grantor has no deposit accounts, other than as listed on Schedule V.

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(h) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (i) the grant by such Grantor of the security interest granted hereunder or for the execution, delivery or performance of this Agreement by such Grantor, (ii) the perfection  or maintenance of the security interest created hereunder (including the first priority nature of such security interest), except for the filing of financing and continuation statements under the UCC, which financing statements have been duly filed or will be duly filed immediately after the Restatement Closing Date, the recordation of the Intellectual Property Security Agreements referred to in Section 15(f) with the U.S. Patent and Trademark Office and the U.S. Copyright Office, which Agreements have been duly recorded or will be duly recorded immediately after the Restatement Closing Date or (iii) the exercise by the Administrative Agent of its voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with the disposition of any portion of the Security Collateral by laws affecting the offering and sale of securities generally and the taking of the actions described in Section 4(d) with respect to Assignable Government Contract Claims; provided however, that the actions described in Sections 5, 6 and 9 with respect to Security Collateral, Account Collateral, electronic chattel paper, transferable records, letter-of-credit rights and commercial tort claims respectively, shall be required to the extent set forth in such Sections upon the occurrence and during the continuance of a Specified Default.

(i) As to itself and its Intellectual Property Collateral:

(i)To the knowledge of such Grantor, the operation of such Grantor’s business as currently conducted or as contemplated to be conducted and the use of the Intellectual Property Collateral in connection therewith do not conflict with, infringe, misappropriate, dilute, misuse or otherwise violate, in each case, in any material respect, the intellectual property rights of any third party; provided, that a Governmental Party may authorize or may have authorized the use of intellectual property by any Person (including any Grantor) of a third party (including any Grantor with respect to its Intellectual Property Collateral) (such authorizations, “Governmental IP Authorizations”).

(ii)Except as would not reasonably be expected to result in a Material Adverse Effect, such Grantor is the owner of all right, title and interest in and to the Intellectual Property Collateral (for the avoidance of doubt, other than intellectual property licensed under the IP Agreements) used in the operation of its business and is entitled to use all Intellectual Property Collateral subject only to the terms of the IP Agreements and Governmental IP Authorizations.

(iii)As supplemented pursuant to Section 15(g), the Intellectual Property Collateral set forth on Part I of Schedule IV hereto includes a true and complete list of all of the United States patents, patent applications, material domain names, trademark registrations and applications, copyright registrations and applications and material IP Agreements owned by such Grantor.

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(iv)All material Intellectual Property Collateral used in the operation of its business is subsisting and has not been adjudged invalid or unenforceable in whole or part, and to the best of such Grantor’s knowledge, is valid and enforceable. To the knowledge of such Grantor, there are no uses of any item of material Intellectual Property Collateral used in the operation of its business that could be expected to lead to such item becoming invalid or unenforceable.

(v)Except as would not reasonably be expected to result in a Material Adverse Effect, such Grantor has (A) made or performed all filings, recordings and other acts and has paid all required fees and taxes to maintain and protect its interest in each and every item of Intellectual Property Collateral used in the operation of its business in full force where such Intellectual Property Collateral should be registered and to protect and maintain its interest therein including, without limitation, recordations of any of its interests in the Patents and Trademarks with the U.S. Patent and Trademark Office and recordation of any of its interests in the Copyrights with the U.S. Copyright Office, except with respect to Excluded Patents (as defined in Section 15) to the extent provided in Section 15, and (B) used all required statutory notices in connection with its use of each patent, trademark and copyright in the Intellectual Property Collateral.

(vi)No claim, action, suit, investigation, litigation or proceeding has been asserted or is pending or, to such Grantor’s knowledge, threatened against such Grantor (i) based upon or challenging or seeking to deny or restrict the Grantor’s rights in or use of any of the Intellectual Property Collateral used in the operation of its business, (ii) alleging that the Grantor’s rights in or use of such Intellectual Property Collateral or that any services provided by, processes used by, or products manufactured or sold by, such Grantor infringe, misappropriate, dilute, misuse or otherwise violate any patent, trademark, copyright or any other proprietary right of any third party, or (iii) alleging that such Intellectual Property Collateral is being licensed or sublicensed in violation or contravention of the terms of any license or other agreement, that, in any such case, either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. To such Grantor’s knowledge, no Person is engaging in any activity that infringes, misappropriates, dilutes, misuses or otherwise violates any material Intellectual Property Collateral used in the operation of its business or the Grantor’s rights in or use thereof. Except as would not reasonably be expected to result in a Material Adverse Effect, such Grantor has not granted any release, covenant not to sue or nonassertion assurance, to any Person with respect to any part of the Intellectual Property Collateral. The consummation of the transactions contemplated by the Transaction Documents will not result in the termination or impairment of any of the Intellectual Property Collateral used in the operation of its business.

(vii)Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each IP Agreement:  (A) such IP Agreement is valid and binding and in full force and effect and represents the entire agreement between the respective parties thereto with respect to the subject matter thereof;

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(B) such IP Agreement will not cease to be valid and binding and in full force and effect on terms identical to those currently in effect as a result of the rights and interest granted herein, nor will the grant of such rights and interest constitute a breach or default under such IP Agreement or otherwise give any party thereto a right to terminate such IP Agreement; (C) such Grantor has not received any notice of termination or cancellation under such IP Agreement; (D) such Grantor has not received any notice of a breach or default under such IP Agreement, which breach or default has not been cured; and (E) neither such Grantor nor, to the knowledge of such Grantor, any other party to such IP Agreement is in breach or default thereof in any material respect, and no event (with respect to any event within the control of any other party to such IP Agreement, to the knowledge of such Grantor) has occurred that, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under such IP Agreement.

(viii)Except as would not reasonably be expected to have a Material Adverse Effect, (A) none of the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated to the detriment of such Grantor for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any trade secrets of any other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s material Intellectual Property Collateral.

(ix)Except as would not reasonably be expected to have a Material Adverse Effect, no Grantor or Intellectual Property Collateral is subject to any outstanding consent, settlement, decree, order, injunction, judgment or ruling restricting the use of any Intellectual Property Collateral or that would impair the validity or enforceability of such Intellectual Property Collateral.

(x)Schedule VIII hereto sets forth the material Intellectual Property Collateral of each Grantor (the “Affected IP Collateral”) with respect to which, (i) Liens thereon are outstanding on the Restatement Closing Date other than pursuant to the Security Documents (the “Existing IP Liens”) and (ii) any gaps or flaws in title exist on the Restatement Closing Date. With respect to the Existing IP Liens, (A) all obligations secured thereby have been satisfied in full, or (B) the exercise of remedies (including foreclosure) with respect to any Affected IP Collateral as a result thereof, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Any gaps or flaws in title with respect to any Affected IP Collateral, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

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(j) Each Government Contract to which Section 4(c) applies has been properly approved and executed by the Grantor party thereto and, to the knowledge of such Grantor, the applicable Governmental Party.

(k) Upon the Administrative Agent taking the actions described in Section 4(d)(i) and, to the extent required by Subpart 32.805(c) and (d) of the Assignment of Claims Regulations, acknowledged by the appropriate contracting officer, the Assignment of Government Contract Claims with respect to each Assignable Government Contract Claims shall constitute an effective and valid assignment of such Assignable Government Contract Claims to the extent that an assignment of a Government Claims is governed by the Assignment of Claims Act and the Assignment of Claims Regulations, and no other action is required in order to create an effective and valid assignment of such Assignable Government Contract Claims.  Thereupon, the Administrative Agent may exercise its rights as set forth in Section 6(b).

;provided however, that for purposes of the representations and warranties hereunder, (i) each Schedule referred to in this Section 10 shall be amended in accordance with Section 6.02(i)(B) of the Credit Agreement, and (ii) any representation and warranty contained in this Section 10 to the extent made with specific reference to a specific Schedule shall be deemed true and correct in all material respects if such representation and warranty would have been true and correct in all material respects (A) as of the Restatement Closing Date, or (B) with respect to any period immediately following the date on which Schedules are required to be amended pursuant to Section 6.02(i)(B) of the Credit Agreement, as of the date required to be amended, regardless of whether actually amended, until the next date required to be so amended, in each case, solely to the extent any such representation and warranty specifically refers to a Schedule; provided, further, that if a Specified Default shall have occurred and be continuing, the Administrative Agent may require such Schedules to be updated and amended at any time and from time to time.

Section 11.Further Assurances. (a)  Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect and protect any pledge or security interest granted or purported to be granted by such Grantor hereunder or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor.  Without limiting the generality of the foregoing, each Grantor will promptly, with respect to Collateral of such Grantor, subject to the proviso hereof: (i) mark conspicuously each document included in Inventory, each chattel paper included in Receivables, each Related Contract, each Assigned Agreement and, at the request of the Administrative Agent, each of its records pertaining to such Collateral with a legend, in form and substance satisfactory to the Administrative Agent, indicating that such document, chattel paper, Related Contract, Assigned Agreement or Collateral is subject to the security interest granted hereby; (ii) if any such Collateral shall be evidenced by a promissory note or other instrument or chattel paper, deliver and pledge to the Administrative Agent hereunder such note or instrument or chattel paper duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Agent Administrative Agent; (iii) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or

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notices, as may be necessary or desirable, or as the Agent Administrative Agent may reasonably request, in order to perfect and preserve the security interest granted or purported to be granted by such Grantor hereunder; (iv) subject to Section 4(d), deliver, file and record any statement, notice, assignment, instrument, document, agreement or other paper or take any other action, as may be necessary or desirable, or as the Administrative Agent may request, in order to create, preserve, perfect, confirm or validate the security interest granted hereunder in Assignable Government Contract Claims and exercise any right in respect thereof; (v) deliver and pledge to the Administrative Agent for benefit of the Secured Parties certificates representing Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank; (vi) in accordance with Section 6(a), take all action necessary to ensure that the Administrative Agent has control of Collateral consisting of deposit accounts, (vii) take all action necessary to ensure that the Administrative Agent has control of collateral consisting of electronic chattel paper, investment property, letter-of-credit rights and transferable records as provided in Sections 9-104, 9-105, 9-106 and 9-107 of the UCC and in Section 16 of UETA; (viii) cause the Administrative Agent to be the beneficiary under all letters of credit that constitute Collateral, with the exclusive right to make all draws under such letters of credit, and with all rights of a transferee under Section 5-114(e) of the UCC; and (ix) deliver to the Administrative Agent evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable to perfect and protect the security interest created by such Grantor under this Agreement has been taken; provided that clauses (i), (vi), (vii) and (viii) shall only apply upon the occurrence and during the continuation of a Specified Default and clause (ii) shall apply only upon (except with respect to obligations owing from any Subsidiary or Joint Venture) the occurrence and during the continuation of a Specified Default. From time to time upon request by the Administrative Agent, each Grantor will, at such Grantor’s expense, cause to be delivered to the Administrative Agent, for the benefit of the Secured Parties, an opinion of counsel, from outside counsel reasonably satisfactory to the Administrative Agent, as to such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request.

(b) Each Grantor hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of such Grantor, in each case without the signature of such Grantor, and regardless of whether any particular asset described in such financing statements falls within the scope of the UCC or the granting clause of this Agreement.  A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies its authorization for the Administrative Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

(c) Each Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other reports in connection with such Collateral as the Administrative Agent may reasonably request, all in reasonable detail.

Section 12.As to Equipment and Inventory. (a) Each Grantor will keep the Equipment and Inventory of such Grantor (other than Inventory sold in the ordinary course of

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business and Equipment located offsite in the ordinary course of business and Equipment or Inventory having a value, in each case, of $10,000 or less at any one location) at the places therefor specified on Schedule 5.08 to the Credit Agreement or Schedule VI hereto or, upon written notice to the Administrative Agent, at such other places designated by the Grantor in such notice. Upon the giving of such notice, such new locations will be automatically added to Schedule VI hereto.

(b) Each Grantor will promptly furnish to the Administrative Agent a statement respecting any loss or damage exceeding $10,000,000 to any of the Equipment or Inventory of such Grantor.

Section 13.Insurance. (a)  Each Grantor will, at its own expense, maintain insurance with respect to the Equipment and Inventory of such Grantor in such amounts, against such risks, in such form and with such insurers, as shall be reasonably satisfactory to the Administrative Agent from time to time. Each policy of each Grantor for liability insurance shall provide for all losses to be paid on behalf of the Administrative Agent and such Grantor as their interests may appear. All losses with respect to property damage insurance shall be paid to (x) the Administrative Agent at any time that a Specified Default shall have occurred and be continuing or if a Material Adverse Effect shall have occurred, such amounts shall be held and applied in accordance with subsection (c) of this Section 13, and (y) otherwise to the Borrower or applicable Grantor. Each such policy shall in addition (i) name the Borrower or the applicable Grantor and the Administrative Agent as insured parties thereunder (without any representation or warranty by or obligation upon the Administrative Agent) as their interests may appear, (ii) contain the agreement by the insurer that any loss payable thereunder shall be payable to the Administrative Agent notwithstanding any action, inaction or breach of representation or warranty by such Grantor, (iii) provide that there shall be no recourse against the Administrative Agent for payment of premiums or other amounts with respect thereto and (iv) provide for prior written notice of cancellation or of lapse shall be given to the Administrative Agent by the insurer to the extent provided in Section 6.07 of the Credit Agreement. Each Grantor will, if so requested by the Administrative Agent, deliver to the Administrative Agent original or duplicate policies of such insurance and, as often as the Administrative Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance.

(b) Notwithstanding any other provision of this Agreement, reimbursement under any liability insurance maintained by any Grantor pursuant to this Section 13 may be paid directly to the Person bringing a claim against such Grantor or to the firm or person providing defense against such claim. In case of any loss involving damage to Equipment or Inventory when subsection (c) of this Section 13 is not applicable, the applicable Grantor will make or cause to be made the necessary repairs to or replacements of such Equipment or Inventory or other purchases in accordance with Section 2.05(b)(i) of the Credit Agreement, and any proceeds of insurance properly received by or released to such Grantor shall be used by such Grantor, except as otherwise required hereunder or by the Credit Agreement, to pay or as reimbursement for the costs of such repairs or replacements.

(c) So long as no Specified Default shall have occurred and be continuing, all insurance payments received by the Administrative Agent in connection with any loss, damage or destruction of any Inventory or Equipment will be released by the Administrative Agent to the

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Borrower or the applicable Grantor to be applied in accordance with Section 2.05(b)(i) of the Credit Agreement. Upon the occurrence and during the continuance of any Specified Default, all insurance payments in respect of such Equipment or Inventory shall be paid to the Administrative Agent and shall, in the Administrative Agent’s sole discretion, (i) be released to the Borrower or the applicable Grantor to be applied as set forth in the first sentence of this subsection (c) or (ii) be held as additional Collateral hereunder or applied as specified in Section 24(b).

Section 14.Post-Closing Changes; Bailees; Collections on Assigned Agreements, Receivables and Related Contracts. (a) No Grantor will change its name, type of organization, jurisdiction of organization, organizational identification number or location from those set forth in Section 10(a) of this Agreement without first giving at least ten (10) days’ prior written notice to the Administrative Agent and taking all action required by the Administrative Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. No Grantor will change the location of the Equipment and Inventory or the place where it keeps the originals of the Assigned Agreements and Related Contracts to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor from the locations therefor specified in Sections 10(a) and 10(b) without first giving the Administrative Agent thirty (30) days’ prior written notice of such change. Except in connection with transactions permitted under Sections 7.04(a) and (b) of the Credit Agreement in favor of a Grantor, no Grantor will become bound by a security agreement with respect to the Collateral authenticated by another Person (determined as provided in Section 9-203(d) of the UCC) without giving the Administrative Agent thirty (30) days’ prior written notice thereof and taking all action required by the Administrative Agent to ensure that the perfection and first priority nature of the Administrative Agent’s security interest in the Collateral will be maintained. Each Grantor will hold and preserve its records relating to the Collateral, including, without limitation, the Assigned Agreements and Related Contracts, and will permit representatives of the Administrative Agent at any time during normal business hours to inspect and make abstracts from such records and other documents in accordance with Section 6.10 of the Credit Agreement.  If any Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Administrative Agent of such organizational identification number.

(b) If a Specified Default shall have occurred and be continuing and if any Collateral of any Grantor is at any time in the possession or control of a warehouseman, bailee or agent, and the Administrative Agent so requests such Grantor will (i) notify such warehouseman, bailee or agent of the security interest created hereunder, (ii) instruct such warehouseman, bailee or agent to hold all such Collateral solely for the Administrative Agent’s account subject only to the Administrative Agent’s instructions, (iii) use commercially reasonable efforts, to cause such warehouseman, bailee or agent to authenticate a record acknowledging that it holds possession of such Collateral for the Administrative Agent’s benefit and shall act solely on the instructions of the Administrative Agent without the further consent of the Grantor or any other Person, and (iv) make such authenticated record available to the Administrative Agent.

(c) Except as otherwise provided in this subsection (c), each Grantor will continue to collect, at its own expense, all amounts due or to become due such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections,

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such Grantor may take (and, upon the occurrence and during the continuance of a Specified Default at the Administrative Agent’s direction, will take) such action as such Grantor or the Administrative Agent may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that the Administrative Agent shall have the right at any time, upon the occurrence and during the continuance of a Specified Default and written notice to such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables (subject, in the case of Government Contract Claims, to Section 4(d)) and Related Contracts to the Administrative Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC.  After receipt by any Grantor of the notice from the Administrative Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of such Grantor shall be received in trust for the benefit of the Administrative Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 8 so long as no Specified Default shall have occurred and be continuing or (B) if an Event of Default shall have occurred and be continuing, applied as provided in Section 24(b) and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof, or allow any credit or discount thereon.  No Grantor will permit or consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Section 15.As to Intellectual Property Collateral. (a)  Except as otherwise provided in this subsection (a), with respect to each item of its Intellectual Property Collateral material to the operation of the business of such Grantor, each Grantor agrees to take, at its expense, all necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each patent, trademark, or copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings; provided, with respect to each Patent listed on Schedule VII hereto, to the extent (A) such Patent

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is no longer material to and has no material value to the operation of the business of any Grantor, (B) the Borrower and the other Grantors have made a commercially reasonable decision to abandon such Patent or permit such Patent to lapse or expire, and (C) the lapse, expiration or abandonment of such Patents, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, the Grantors shall not be required to prosecute or maintain any such Patents (collectively, the “Excluded Patents”) in accordance with this Section 15(a).  Other than Excluded Patents, no Grantor shall, without the written consent of the Administrative Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, except for any Intellectual Property Collateral that such Grantor shall have determined in its commercially reasonable judgment is no longer material to the operation of its business so long as such discontinuance or abandonment would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect.

(b) Each Grantor agrees promptly to notify the Administrative Agent if such Grantor becomes aware (i) that any material item of the Intellectual Property Collateral has become abandoned, placed in the public domain, invalid or unenforceable, or of any material adverse determination or development regarding such Grantor’s ownership of any of the material Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, or (ii) of any material adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any material item of the Intellectual Property Collateral.

(c) In the event that any Grantor becomes aware that any material item of the Intellectual Property Collateral is being infringed or misappropriated by a third party, such Grantor shall promptly notify the Administrative Agent and shall take such actions, at its expense, as are reasonable and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation.

(d) Except as would not reasonably be expected to result in a Material Adverse Effect, each Grantor shall use all required statutory notices in connection with its use of each item of its Intellectual Property Collateral. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its material Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain other than as permitted under Section 15(a) hereof.

(e) Each Grantor shall take all steps reasonable and appropriate under the circumstances to preserve and protect each material item of its Intellectual Property Collateral, including, without limitation, where reasonable and appropriate maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality, except as permitted under Section 15(a) hereof.

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(f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit E hereto or otherwise in form and substance satisfactory to the Administrative Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Administrative Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other United States governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral other than with respect to Excluded Patents.

(g) Each Grantor agrees that should it obtain an ownership interest in any item of the type set forth in Section 1(g) that is not on the date hereof a part of the Intellectual Property Collateral (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall give, within thirty (30) days after the end of each calendar quarter, written notice to the Administrative Agent identifying any United States registered or applied for After-Acquired Intellectual Property, and such Grantor shall execute and deliver to the Administrative Agent with such written notice, or otherwise authenticate, an agreement substantially in the form of Exhibit F hereto or otherwise in form and substance satisfactory to the Administrative Agent (an “IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property which IP Security Agreement Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other United States governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

(h) Each Grantor shall take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper, or advisable under applicable laws, and execute and deliver such documents and other papers, as may be required, at its expense, to take each of the following actions as soon as reasonably practicable: (i) release all Existing IP Liens in and to any item of Affected IP Collateral and record and/or file such releases or take such other actions as may be necessary to effect such release, (ii) remedy all material gaps and flaws in the chain of title of any Affected IP Collateral, in each case, including, without limitation, in the U.S. Patent and Trademark Office and any other U.S. governmental authority, and (iii) deliver copies of such documents evidencing all such actions to the Administrative Agent; provided, that if the Borrower or the applicable Grantor provides a certificate of a Responsible Officer, with respect to one or more items of Affected IP Collateral, representing and warranting that:

(A) the Borrower and such Grantor have used commercially reasonable efforts to effect the foregoing and notwithstanding such efforts, have been unable to obtain such release or remedy such gaps and flaws, as the case may be, and

(B) the failure to obtain such release or remedy such gap and flaw, as the case may be, (1) does not relate to any Intellectual Property Collateral that is material to the conduct of such Grantor’s business, (2) would not adversely affect the Secured Parties’ rights and interests in the Intellectual Property Collateral, taken as a whole, in any material respect, except to the extent that any Existing IP Liens secure obligations not

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prohibited by Credit Agreement, and (3) individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect,

the Administrative Agent shall countersign such certificate which shall be a confirmation that the requirements of this Section 15(h) are discharged solely with respect to the Affected IP Collateral described on such certificate. In any event, the Administrative Agent may from time to time at reasonable intervals inquire as to the status of the Grantors’ progress in complying with this Section 15(h).

Section 16.Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing:

(i)Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Grantor or any part thereof; provided, however, that such Grantor will not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Security Collateral or any part thereof.

(ii)Each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Loan Documents; provided, however, that any and all

(A)dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral,

(B)except in connection with transactions permitted under Sections 7.04(a) and (b) of the Credit Agreement, dividends and other distributions paid or payable other than in cash in respect of any Security Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus and

(C)amounts paid, payable or otherwise distributed other than in cash in respect of principal of, or in redemption of, or in exchange for, any Security Collateral

shall be, and shall be forthwith delivered to the Administrative Agent to hold as, Security Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement).

(iii)The Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to

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receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above.

(b) Upon the occurrence and during the continuance of an Event of Default and subject to any applicable laws, rules and regulations or orders relating to national security:

(i)All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 16(a)(i) shall, upon notice to such Grantor by the Administrative Agent, cease  and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 16(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions.

(ii)All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 16(b) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement).

(iii)The Administrative Agent shall be authorized to send to each Securities Intermediary (as defined in and under any Security Control Agreement) a Notice of Exclusive Control (as defined in and under such Security Control Agreement).

Section 17.As to the Assigned Agreements.  (a)  Each Grantor will, except where the failure to do so is not likely to have a Material Adverse Effect, perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, to the extent it has the power to do so, maintain the Assigned Agreements to which it is a party in full force and effect and enforce the Assigned Agreements to which it is a party in accordance with the terms thereof.

(b) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

Section 18.Payments Under the Assigned Agreements.  (a)  Upon the occurrence and during the continuation of a Specified Default at the request of the Administrative Agent, each Grantor agrees to instruct each other party to each Assigned Agreement (or such Assigned Agreements as the Administrative Agent shall specify) to which it is a party that all payments due or to become due under or in connection with such Assigned Agreement will be made directly to the Collateral Account.

(b) All moneys received or collected pursuant to subsection (a) above shall be (i) released to the applicable Grantor on the terms set forth in Section 8 so long as no Specified Default shall have occurred and be continuing or (ii) if any Event of Default shall have occurred and be continuing, applied as provided in Section 24(b).

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Section 19.As to Letter-of-Credit Rights.  (a)  Each Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Administrative Agent, intends to (and hereby does) assign to the Administrative Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee.  Upon the occurrence and during the continuation of a Specified Default, at the request of the Administrative Agent, each Grantor will promptly cause the issuer of each letter of credit and each nominated person (if any) with respect thereto to consent to such assignment of the proceeds thereof in substantially the form of the Consent to Assignment of Letter of Credit Rights attached hereto as Exhibit G or otherwise in form and substance satisfactory to the Administrative Agent and deliver written evidence of such consent to the Administrative Agent.

(b) Upon the occurrence of and during the continuance of a Specified Default, each Grantor will, promptly upon request by the Administrative Agent, (i) notify (and such Grantor hereby authorizes the Administrative Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit that the proceeds thereof have been assigned to the Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent or its designee and (ii) arrange for the Administrative Agent to become the transferee beneficiary of letter of credit.

Section 20.Additional Shares.  (a) Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer, except to such Grantor or otherwise in accordance with the terms of the Loan Documents, and (ii) except as set forth in Section 1(d)(iii), pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Equity Interests or other securities.

Section 21.Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Administrative Agent such Grantor’s attorney-in-fact from time to time upon the occurrence and during the continuance of a Specified Default with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, in the Administrative Agent’s discretion, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a) to obtain and adjust insurance required to be paid to the Administrative Agent pursuant to Section 13,

(b) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,

(c) to receive, indorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) or (b) above, and

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(d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Administrative Agent with respect to any of the Collateral.

Section 22.Administrative Agent May Perform.  If any Grantor fails to perform any agreement contained herein, the Administrative Agent may, but without any obligation to do so and without notice, itself perform, or cause performance of, such agreement, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by such Grantor under Section 25.

Section 23.The Administrative Agent’s Duties. (a) The powers conferred on the Administrative Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it in such capacity to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral.  The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.

(b) Anything contained herein to the contrary notwithstanding, the Administrative Agent may from time to time, when the Administrative Agent deems it to be necessary, appoint one or more subagents (each, a “Subagent”) for the Administrative Agent hereunder with respect to all or any part of the Collateral. If the Administrative Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Security Agreement to have been made to such Subagent, in addition to the Administrative Agent, for the ratable benefit of the Secured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Administrative Agent, with all rights, powers, privileges, interests and remedies of the Administrative Agent hereunder with respect to such Collateral, and (iii) the term “Administrative Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Administrative Agent with respect to such Collateral, shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Administrative Agent.

Section 24.Remedies.   If any Event of Default shall have occurred and be continuing:

(a) The Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it (including any applicable laws, rules and regulations or orders relating to national

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security), all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) without notice except as specified below, sell the Collateral (subject to any applicable laws, rules and regulations or orders relating to national security) or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable; (iii) occupy any premises owned or leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; and (iv) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral, including, without limitation, (A) any and all rights of such Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, the Assigned Agreements, the Receivables (subject in the case of Government Contract Claims, to Section 4(d)), the Related Contracts and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect to the Account Collateral and (C) exercise all other rights and remedies with respect to the Assigned Agreements, the Receivables, the Related Contracts and the other Collateral, including, without limitation, those set forth in Section 9-607 of the UCC. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) Any cash held by or on behalf of the Administrative Agent and all cash proceeds received by or on behalf of the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Administrative Agent pursuant to Section 25) in whole or in part by the Administrative Agent for the ratable benefit of the Secured Parties against, all or any part of the Secured Obligations, in the following manner:

(i)first, paid to the Agents for any amounts then owing to the Agents constituting fees, indemnities, expenses and other amounts (other than principal and interest) or otherwise under the Loan Documents in their capacities as such (including Attorney Costs and amounts payable under Article III and Sections 10.04 and 10.05 of the Credit Agreement) ratably in accordance with such respective amounts then owing to the Agents;

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(ii)second, paid to the Lenders for any amounts then owing to the Lenders constituting fees, indemnities other amounts (other than principal and interest) or otherwise under the Loan Documents (including Attorney Costs and amounts payable under Article III and Sections 10.04 and 10.05 of the Credit Agreement) ratably in accordance with such respective amounts then owing to the Lenders;

(iii)third, paid to the Lenders for any amounts constituting accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations ratably in accordance with such respective amounts then owing to the Lenders;

(iv)fourth, paid to the Lenders for any amounts constituting unpaid principal on the Loans and the L/C Borrowings ratably in accordance with such respective amounts then owing to the Lenders;

(v)fifth, paid to the Administrative Agent for the accounts of the L/C Issuers ratably in accordance with their interests, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit of each such L/C Issuer; and

(vi)sixth, paid to the Agents and the other Secured Parties for any amounts then owing to them under or in respect of the Loan Documents constituting all other Obligations of the Loan Parties ratably in accordance with such respective amounts owing to the Agents and the other Secured Parties on such date.

Any surplus of such cash or cash proceeds held by or on the behalf of the Administrative Agent and remaining after payment in full of all the Secured Obligations shall be paid over to the applicable Grantor or to whomsoever may be entitled to receive such surplus by law (including any applicable laws, rules and regulations or orders relating to national security).

(c) All payments received by any Grantor under or in connection with any Assigned Agreement or otherwise in respect of the Collateral shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary indorsement).

(d) The Administrative Agent may, without notice to any Grantor except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Secured Obligations against any funds held with respect to the Account Collateral or in any other deposit account.

(e) In the event of any sale or other disposition of any of the Intellectual Property Collateral of any Grantor, the goodwill symbolized by any Trademarks subject to such sale or other disposition shall be included therein, and such Grantor shall supply to the Administrative Agent or its designee such Grantor’s know-how and expertise, and documents and things relating to any Intellectual Property Collateral subject to such sale

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or other disposition, and such Grantor’s customer lists and other records and documents relating to such Intellectual Property Collateral and to the manufacture, distribution, advertising and sale of products and services of such Grantor.

(f) The Administrative Agent may, at the Grantors’ expense, take such other actions as may be necessary to collect any moneys due or to become under any Government Contract.

(g) Anything in this Agreement to the contrary notwithstanding, in the event that the Administrative Agent, acting as authorized pursuant to this Agreement or any of the Loan Documents, seeks to exercise any rights or remedies upon the occurrence of an Event of Default that will require it to have access to Collateral that constitutes information designated by a Governmental Party as classified or which cannot be held by or disclosed to the Administrative Agent under applicable laws, rules, regulations or orders relating to national security (“Classified Information”), (i) the Administrative Agent may only exercise such rights or remedies to the extent that it can Dispose of such Classified Information to any Person (an “Authorized Person”) that is permitted to hold and have access to such Classified Information under applicable laws, rules, regulations or orders relating to national security, and (ii) if the Administrative Agent is unable to obtain a clearance or other governmental approval required to have such access or to Dispose of such Classified Information to an Authorized Person within a reasonable time after seeking to exercise its remedies upon the occurrence of an Event of Default, each Grantor shall Dispose of all Classified Information in compliance with the applicable laws, rules regulations and orders and as the Administrative Agent may direct, with the proceeds of such Disposition to constitute Collateral hereunder and to be payable directly, to the extent permitted under any such applicable laws, rules, regulations and orders relating to national security, to the Administrative Agent for the benefit of the Secured Parties.

Section 25.Indemnity and Expenses.  Each Grantor agrees to indemnify, defend and save and hold harmless each Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct.

(b) Each Grantor will within ten Business Days after demand therefor pay to the Administrative Agent the amount of any and all expenses, including, without limitation, the fees and expenses of its counsel and of any experts and agents, that the Administrative Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the Administrative Agent

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or the other Secured Parties hereunder or (iv) the failure by such Grantor to perform or observe any of the provisions hereof.

Section 26.Amendments; Waivers; Additional Grantors; Etc.  (a)  No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Administrative Agent or any other Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

(b) Upon the execution and delivery, or authentication, by any Person of a security agreement supplement in substantially the form of Exhibit A hereto (each, a “Security Agreement Supplement”), (i) such Person shall be referred to as an “Additional Grantor” and shall be and become a Grantor hereunder, and each reference in this Agreement and the other Loan Documents to “Grantor” shall also mean and be a reference to such Additional Grantor, and each reference in this Agreement and the other Loan Documents to “Collateral” shall also mean and be a reference to the Collateral of such Additional Grantor, and (ii) the supplemental schedules I-VII attached to each Security Agreement Supplement shall be incorporated into and become a part of and supplement Schedules I-VII, respectively, hereto, and the Administrative Agent may attach such supplemental schedules to such Schedules; and each reference to such Schedules shall mean and be a reference to such Schedules as supplemented pursuant to each Security Agreement Supplement.

Section 27.Notices and Other Communications; Facsimile Copies. (a) Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission).  All such written notices shall be mailed certified or registered mail, faxed or delivered to the applicable address, facsimile number or (subject to Section 10.02(b) to the Credit Agreement) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to the Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 of the Credit Agreement or to such address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties and if to any Grantor other than the Borrower, to the address set forth opposite such Grantor’s name on the signature pages hereto or on the signature pages to the Security Agreement Supplement pursuant to which it became a party hereto; and

(ii)if to any other Secured Party, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Grantors or the Administrative Agent.

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Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b) Notices and other communications to the Administrative Agent hereunder may be delivered or furnished by electronic communication (including electronic-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent. The Administrative Agent or the Grantors may, in their discretion, agree to accept notices and other communications hereunder by electronic communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications.

(c) Loan Documents may be transmitted and/or executed and delivered by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Grantors and the Administrative Agent.  The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

(d) The Administrative Agent shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Grantors even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Grantors shall indemnify each Indemnified Party from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Grantors.  All other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

(e)Any party hereto may change its address, telephone number, electronic mail address or facsimile number for notices and other communications hereunder by notice to the other parties hereto as provided in this Section 27.

Section 28.Continuing Security Interest; Assignments Under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Maturity Date for the Revolving Credit Facility and (iii) the termination, expiration or, if agreed by the applicable L/C Issuer in its sole discretion, cash collateralization of all Letters of Credit and all Secured Hedge Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement

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(including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Section 29.Release; Termination. (a) Upon any Disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business, which shall be automatically released), the Administrative Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, (ii) such Grantor shall have delivered to the Administrative Agent, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may reasonably request, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.05(b) of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.05(b) of the Credit Agreement.

(b)Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Maturity Date and (iii) the termination, expiration or, if agreed by the applicable L/C Issuer in its sole discretion, cash collateralization of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Section 30.Execution in Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement.

Section 31.The Mortgages. If any of the Collateral hereunder is also subject to a valid and enforceable Lien under the terms of any Mortgage and the terms of such Mortgage are inconsistent with the terms of this Agreement, then with respect to such Collateral, the terms of such Mortgage shall be controlling in the case of fixtures and real estate leases, letting and licenses of, and contracts and agreements relating to the lease of, real property, and the terms of this Agreement shall be controlling in the case of all other Collateral.

Section 32.Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Address for Notices:	ALLIANT TECHSYSTEMS INC.
5050 Lincoln Drive
Edina, MN 55436-1097
	By:	/s/ John L. Shroyer
	Name:	John L. Shroyer
	Title:	Senior Vice President and Chief Financial Officer
	By:	/s/ Keith D. Ross
	Name:	Keith D. Ross
	Title:	Senior Vice President, Secretary and General Counsel
Address for Notices:	AMMUNITION ACCESSORIES INC.
5050 Lincoln Drive
Edina, MN 55436-1097
	By:	/s/ John L. Shroyer
	Name:	John L. Shroyer
	Title:	Chief Financial Officer
	By:	/s/ Keith D. Ross
	Name:	Keith D. Ross
	Title:	Chairman, Vice President and Secretary
Address for Notices:	ATK COMMERCIAL AMMUNITION COMPANY INC.
5050 Lincoln Drive
Edina, MN 55436-1097
	By:	/s/ John L. Shroyer
	Name:	John L. Shroyer
	Title:	Chief Financial Officer
	By:	/s/ Keith D. Ross
	Name:	Keith D. Ross
	Title:	Chairman, Vice President and Secretary

38

Address for Notices:	ATK COMMERCIAL AMMUNITION HOLDINGS
5050 Lincoln Drive	COMPANY INC.
Edina, MN 55436-1097
	By:	/s/ John L. Shroyer
	Name:	John L. Shroyer
	Title:	Chief Financial Officer
	By:	/s/ Keith D. Ross
	Name:	Keith D. Ross
	Title:	Chairman, Vice President and Secretary
Address for Notices:	ATK LAUNCH SYSTEMS INC.
5050 Lincoln Drive
Edina, MN 55436-1097
	By:	/s/ John L. Shroyer
	Name:	John L. Shroyer
	Title:	Chief Financial Officer
	By:	/s/ Keith D. Ross
	Name:	Keith D. Ross
	Title:	Chairman, Vice President and Secretary
Address for Notices:	ATK SPACE SYSTEMS INC.
5050 Lincoln Drive
Edina, MN 55436-1097
	By:	/s/ John L. Shroyer
	Name:	John L. Shroyer
	Title:	Chief Financial Officer
	By:	/s/ Keith D. Ross
	Name:	Keith D. Ross
	Title:	Chairman, Vice President and Secretary

39

Address for Notices:	FEDERAL CARTRIDGE COMPANY
5050 Lincoln Drive
Edina, MN 55436-1097
	By:	/s/ John L. Shroyer
	Name:	John L. Shroyer
	Title:	Chief Financial Officer
	By:	/s/ Keith D. Ross
	Name:	Keith D. Ross
	Title:	Chairman, Vice President and Secretary
Address for Notices:	MICRO CRAFT INC.
5050 Lincoln Drive
Edina, MN 55436-1097
	By:	/s/ John L. Shroyer
	Name:	John L. Shroyer
	Title:	Chief Financial Officer
	By:	/s/ Keith D. Ross
	Name:	Keith D. Ross
	Title:	Chairman, Vice President and Secretary

40

Schedule I to the

Security Agreement

CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBER

			Jurisdiction
		Type of	of	Organizational
Grantor	Chief Executive Office	Organization	Organization	I.D. No.
Alliant Techsystems Inc.	5050 Lincoln Drive	Corporation	Delaware	2229551
	Edina, MN 55436-1097
Ammunition Accessories Inc.	2299 Snake River Avenue	Corporation	Delaware	3457272
	Lewiston, ID 83501
ATK Commercial	5050 Lincoln Drive	Corporation	Delaware	3459049
Ammunition Company Inc.	Edina, MN 55436-1097
ATK Commercial	5050 Lincoln Drive	Corporation	Delaware	4079980
Ammunition Holdings	Edina, MN 55436-1097
Company Inc.
ATK Launch Systems Inc.	9160 North Hwy 83	Corporation	Delaware	0726206
	Corinne, UT 84307
ATK Space Systems Inc.	Park Plaza 2, Suite 350	Corporation	Delaware	2302726
	2150 South 1300 East
	Salt Lake City, UT 84106
Federal Cartridge Company	900 Ehlen Drive	Corporation	Minnesota	611-AA
	Anoka, MN 55303
Micro Craft Inc.	207 Big Springs Avenue	Corporation	Minnesota	2125905-2
	PO Box 370
	Tullahoma, TN 37388

Alliant Techsystems Inc. Amended and Restated Security Agreement

41

Schedule II to the

Security Agreement

PLEDGED EQUITY AND PLEDGED DEBT

Part I - Pledged Equity

							Percentage
							of
		Class of Equity			Certificate	Number	Outstanding
Grantor	Issuer	Interest	Par Value		No(s)	of Shares	Shares
Alliant Techsystems Inc.	ATK Launch Systems Inc.	Common	$	0.01	6	100	100	%
Alliant Techsystems Inc.	ATK Commercial Ammunition Holdings Company Inc.	Common	$	0.01	1	1,000	100	%
ATK Commercial Ammunition Holdings Company Inc.	ATK Commercial Ammunition Company Inc.	Common	$	0.01	004	1,000	100	%
ATK Commercial Ammunition Company Inc.	Federal Cartridge Company	Common	$	0.01	5	99	100	%
ATK Commercial Ammunition Company Inc.	Ammunition Accessories Inc.	Common	$	0.01	2	1,000	100	%
Alliant Techsystems Inc.	Micro Craft Inc.	Common	$	0.01	1	1,000	100	%
Alliant Techsystems Inc.	ATK Space Systems Inc.	Common	$	0.01	2	1,000	100	%

Alliant Techsystems Inc. Amended and Restated Security Agreement

42

Part II — Pledged Debt

	Debt	Description of
Grantor	Issuer	Debt	Final Maturity
Alliant Techsystems Inc.	ATK Launch Systems Inc.	Intercompany Note	Payable on Demand
Alliant Techsystems Inc.	ATK Commercial Ammunition Holdings Company Inc.	Intercompany Note	Payable on Demand
Alliant Techsystems Inc.	ATK Commercial Ammunition Company Inc.	Intercompany Note	Payable on Demand
Alliant Techsystems Inc.	Federal Cartridge Company	Intercompany Note	Payable on Demand
Alliant Techsystems Inc.	Ammunition Accessories Inc.	Intercompany Note	Payable on Demand
Alliant Techsystems Inc.	Micro Craft Inc.	Intercompany Note	Payable on Demand
Alliant Techsystems Inc.	ATK Space Systems Inc.	Intercompany Note	Payable on Demand

43

Schedule III to the

Security Agreement

CHANGES IN NAME, LOCATION, ETC.

Changes in the Grantor’s Name (including new grantor with a new name and names associated with all predecessors in interest of the Grantor)

Name	Date	Event
Alliant Techsystems Inc.	March 1, 2005	Effective date of merger with ATK International Sales Inc.
	January 2, 2006	Effective date of merger with Alliant Holdings LLC
	January 30, 2006	Effective date of merger with ATK Elkton LLC
	April 1, 2006	Effective date of merger with ATK Ordnance and Ground Systems LLC
	May 1, 2006	Effective date of merger with ATK Tactical Systems Company LLC and Alliant Ammunition Systems Company LLC
	July 3, 2006	Effective date of merger with ATK Missile Systems Company LLC; GASL, Inc.; and Alliant Lake City Small Caliber Ammunition Company LLC
	July 31, 2006	Effective date of merger with Alliant Ammunition and Powder Company LLC
	September 29, 2006	Effective date of merger with Mission Research Corporation
Ammunition Accessories Inc.	N/A	N/A
ATK Commercial Ammunition Company Inc.	N/A	N/A

Alliant Techsystems Inc. Amended and Restated Security Agreement

44

Name	Date	Event
ATK Commercial Ammunition Holdings Company Inc.	December 19, 2005	Incorporated in Delaware as ATK Commercial Ammunition Holdings Inc.
	December 27, 2005	Effective date of name change to: ATK Commercial Ammunition Holdings Company Inc.
ATK Launch Systems Inc.	April 1, 2004	ATK Aerospace Company Inc. changed its name to ATK Thiokol Inc.
	November 7, 2004	Effective date of merger with Thiokol Technologies International, Inc.
	October 6, 2006	Effective date of name change to ATK Launch Systems Inc.
ATK Space Systems Inc.	October 3, 2005	Effective date of name change from Pressure Systems, Inc. to ATK Space Systems Inc.
	January 13, 2006	Effective date of merger with AEC — Able Engineering Company, Inc. and Programmed Composites Inc.
	April 1, 2006	Effective date of merger with Alliant Southern Composites Company LLC and Composite Optics, Incorporated
Federal Cartridge Company	N/A	N/A
Micro Craft Inc.	December 7, 2006	Incorporated in Minnesota as Micro Craft Inc.
	January 8, 2007	Merged with Micro Craft Inc. (a Tennessee corporation)

Changes in the Grantor’s Location

See below.

Changes in the Grantor’s Chief Executive Office

ATK Space Systems Inc. moved from Commerce, CA to Park Plaza 2, Suite 350, 2150 South 1300 East, Salt Lake City, UT 84106 in 2006.

45

Changes in the Location of Equipment and Inventory

No changes to material locations other than additions or deletions through acquisitions or divestitures.

Changes in the Place Where Agreements are Maintained

See changes in chief executive offices.

Changes in the Type of Organization

None.

Changes in the Jurisdiction of Organization

Micro Craft Inc. redomesticated from TN to MN via a merger with identically-named MN corporation.

Changes in the Organizational Identification Number

None.

46

Schedule IV to the

Security Agreement

INTELLECTUAL PROPERTY

I. Patents

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Bearing System With Redundant Race	USA	4761084	02-Aug-1988	07/068564	30-Jun-1987	AEC-Able Engineering Co., Inc.
Head End Control and Steering System: Using a Forward End Maneuvering Gas Generator	USA	4817377	04-Apr-1989	07/047755	07-May-1987	Alliant Techsystems Inc.
Rocket Propelled Vehicle Forward End Control Method and Apparatus	USA	4819426	11-Apr-1989	07/047760	08-May-1987	Alliant Techsystems Inc.
Bearing System With Redundant Race	USA	4834561	30-May-1989	07/195943	19-May-1988	AEC-Able Engineering Co., Inc.
Turns-To-Arm Sensor	USA	4848234	18-Jul-1989	07/177555	04-Apr-1988	Alliant Techsystems Inc.
Self Sterilizing Safe-Arm Device With Arm/Fire Feature	USA	4854239	08-Aug-1989	07/256445	12-Oct-1988	Alliant Techsystems Inc.
Variable Mass Flow Rate Solid Propellant Grain	USA	4856276	15-Aug-1989	07/062531	12-Jun-1987	Alliant Techsystems Inc.
Power Relay/Safing Device For a Fuze System	USA	4858530	22-Aug-1989	07/189552	02-May-1988	Alliant Techsystems Inc.
Cased Telescoped Ammunition Round For a Fin-Stablized Projectile	USA	4858533	22-Aug-1989	07/190908	06-May-1988	Alliant Techsystems Inc.
Multi-Cell, Vacuum Activated Deferred Action Battery	USA	4861686	29-Aug-1989	07/265305	31-Oct-1988	Alliant Techsystems Inc.
Ignition Modifying Overcoat For Deterrent-Coated Smokeless Propellant	USA	4886560	12-Dec-1989	07/290775	28-Dec-1988	Alliant Techsystems Inc.
Firearm Loading Mechanism For an Automated Cannon	USA	4889031	26-Dec-1989	07/131562	11-Dec-1987	Alliant Techsystems Inc.
Lubricating Die For Cartridge Reloader	USA	4890534	02-Jan-1990	07/318008	02-Mar-1989	Alliant Techsystems Inc.
Modified Propellant Increments For Short Range Training Round Propulsion System	USA	4898097	06-Feb-1990	07/317889	02-Mar-1989	Alliant Techsystems Inc.
Cartridge Magazine Having A Single Piece Magazine Head	USA	4901463	20-Feb-1990	07/116035	29-Oct-1987	Alliant Techsystems Inc.

Alliant Techsystems Inc. Amended and Restated Security Agreement

47

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Cased Telescoped Ammunition Having Features Augmenting Cartridge Case Dimensional Recovery By Center Sleeve	USA	4907510	13-Mar-1990	07/154416	10-Feb-1988	Alliant Techsystems Inc.
Thermoplastic Elastomer-Based Low Vulnerability Ammunition Gun Propellants	USA	4919737	24-Apr-1990	07/294321	06-Jan-1989	Alliant Techsystems Inc.
Selectable Lightweight Attack Munition	USA	4920884	01-May-1990	07/256437	13-Oct-1988	Alliant Techsystems Inc.
Deployable Membrane Shell Reflector	USA	4926181	15-May-1990	07/237160	26-Aug-1988	Composite Optics, Incorporated
Safety Locking Pull Ring	USA	4926750	22-May-1990	07/256444	12-Oct-1988	Alliant Techsystems Inc.
Variable Orifice Diverter Valve	USA	4930541	05-Jun-1990	07/308497	10-Feb-1989	Alliant Techsystems Inc.
Method For Making a Composite Component Using a Traverse Tape	USA	4938824	03-Jul-1990	07/006411	23-Jan-1987	Alliant Techsystems Inc.
Method And Apparatus For Orienting and Loading Cartridges	USA	4939862	10-Jul-1990	07/117247	05-Nov-1987	Alliant Techsystems Inc.
Preceramic Metallopolysilanes	USA	4945072	31-Jul-1990	07/457120	11-Dec-1989	COI Ceramics, Inc.
Primer Composition	USA	4963201	16-Oct-1990	07/463234	10-Jan-1990	Alliant Techsystems Inc.
Puller Sabot For Long Rod Projectiles	USA	4967668	06-Nov-1990	07/495506	19-Mar-1990	Alliant Techsystems Inc.
Relatchable Launch Restraint Mechanism For Deployable Booms	USA	4969301	13-Nov-1990	07/365947	14-Jun-1989	AEC-Able Engineering Co., Inc.
Composite Propellants Containing Copper Compounds As Ballistic Modifiers	USA	4971640	20-Nov-1990	07/390515	04-Aug-1989	Alliant Techsystems Inc.
Thermoplastic Elastomer-Based Low Vulnerability Ammunition Gun Propellants	USA	4976794	11-Dec-1990	07/229032	05-Aug-1988	Alliant Techsystems Inc.
Self-Sterilizing Fire-On-The-Fly Bi-Stable Safe and Arm Device	USA	4986184	22-Jan-1991	07/426923	26-Oct-1989	Alliant Techsystems Inc.
Cationic Polymerization of Cyclic Ethers	USA	4988797	29-Jan-1991	07/323588	14-Mar-1989	Alliant Techsystems Inc.
Acoustic Alert Signal Processor	USA	5007032	09-Apr-1991	07/535267	08-Jun-1990	Alliant Techsystems Inc.
Rocket Motor Insulation and Like Made With Thin Tacky Ribbon	USA	5007343	16-Apr-1991	07/164319	04-Mar-1988	Alliant Techsystems Inc.

48

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Chemorheologically Tailored Matrix Resin Formulations and Their Use in Making Pre-impregnated Fibers and in Fabricating Composite Parts	USA	5011721	30-Apr-1991	07/422989	16-Oct-1989	Alliant Techsystems Inc.
Interleaved Center and Edge Fed Comb Arrays	USA	5017931	21-May-1991	07/292024	15-Dec-1988	Alliant Techsystems Inc.
Piezoelectric Crystal Powered Ignition Device	USA	5022324	11-Jun-1991	07/362125	06-Jun-1989	Alliant Techsystems Inc.
Composite Mandrel Joints	USA	5022845	11-Jun-1991	07/343453	25-Apr-1989	Alliant Techsystems Inc.
Adjustment of Zero Spring Rate Suspensions	USA	5024111	18-Jun-1991	07/428395	18-Jun-1991	AEC-Able Engineering Co., Inc.
Radiation Curable Rocket Motor Liner For Case Bonded Solid Propellant	USA	5031539	16-Jul-1991	07/467728	19-Jan-1990	Alliant Techsystems Inc.
Method and Hardware For Controlled Aerodynamic Dispersion of Organic Filamentary Materials	USA	5033385	23-Jul-1991	07/440563	20-Nov-1989	Alliant Techsystems Inc.
Filament Winding System	USA	5045147	03-Sep-1991	07/275313	23-Nov-1988	Alliant Techsystems Inc.
Manufacturing Thin Wall Steel Cartridge Cases	USA	5048162	17-Sep-1991	07/612532	13-Nov-1990	Alliant Techsystems Inc.
Main Propellant Ignition Liner For Cased Telescoped Ammunition	USA	5048422	17-Sep-1991	07/580391	10-Sep-1990	Alliant Techsystems Inc.
Infrared Illuminant and Pressing Method	USA	5056435	15-Oct-1991	07/443658	29-Nov-1989	Alliant Techsystems Inc.
Gas Generator Ventable at a High Temperature for Hazard Reduction	USA	5060470	29-Oct-1991	07/526884	22-May-1990	Alliant Techsystems Inc.
Cased Telescoped Ammunition Round	USA	5067408	26-Nov-1991	07/524619	17-May-1990	Alliant Techsystems Inc.
Cased Telescoped Ammunition Round	USA	5069137	03-Dec-1991	07/524605	17-May-1990	Alliant Techsystems Inc.
Diaminoglyoxime And Diaminofurazan In Propellants Based On Ammonium Perchlorate	USA	5071495	10-Dec-1991	07/537658	14-Jun-1990	Alliant Techsystems Inc.
Preparation of Substantially Crystalline Silicone Carbide Fibers From Polycarbosilane	USA	5071600	10-Dec-1991	07/471997	16-Jan-1990	COI Ceramics, Inc.
Bisphenol and Neopentyl Glycol Diglycidyl Ethers With Glycidyl Methacrylate Copolymer	USA	5075356	24-Dec-1991	07/613421	15-Nov-1990	Alliant Techsystems Inc.

49

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Ammunition Data Transmission System	USA	5078051	07-Jan-1992	07/655071	14-Feb-1991	Alliant Techsystems Inc.
Method of Manufacturing a Hollow Point Bullet	USA	5079814	14-Jan-1992	07/613281	13-Nov-1990	Alliant Techsystems Inc.
Target Tracking System For Determining Bearing of a Target	USA	5095467	10-Mar-1992	07/582571	14-Sep-1990	Alliant Techsystems Inc.
Process For Creating High Strength Tubing With Isotropic Mechanical Properties	USA	5106431	21-Apr-1992	07/612418	13-Nov-1990	Alliant Techsystems Inc.
Rocket Motor Insulation and Like Made With Thin Tacky Ribbon	USA	5117757	02-Jun-1992	07/468302	22-Jan-1990	Alliant Techsystems Inc.
Focal Plane Array Seeker For Projectiles	USA	5129595	14-Jul-1992	07/725196	03-Jul-1991	Alliant Techsystems Inc.
Optical Detection Device	USA	5142985	01-Sep-1992	07/532778	04-Jun-1990	Alliant Techsystems Inc.
Bandpass Filter Demodulation For FM-CW Systems	USA	5150124	22-Sep-1992	07/674010	25-Mar-1991	Alliant Techsystems Inc.
Deployable/Retractable Mast Independently Rotatable When Deployed	USA	5154027	13-Oct-1992	07/758266	26-Aug-1991	AEC-Able Engineering Co., Inc.
Voltage Controlled Oscillator	USA	5159346	27-Oct-1992	07/712931	10-Jun-1991	Alliant Techsystems Inc.
Polycrystalline Silicon Carbide Fibers	USA	5162269	10-Nov-1992	07/729768	15-Jul-1991	COI Ceramics, Inc.
Isotactic Poly(glycidyl Nitrate) and Synthesis Thereof	USA	5162494	10-Nov-1992	07/609198	05-Nov-1990	Alliant Techsystems Inc.
Annular Spinning Parachute	USA	5174527	29-Dec-1992	07/580244	10-Sep-1990	Alliant Techsystems Inc.
Fuzing System For Tandem Demolition Warheads	USA	5198615	30-Mar-1993	07/856531	24-Mar-1992	Alliant Techsystems Inc.
Autonomous Acoustic Detonation Device	USA	5202532	13-Apr-1993	07/747393	16-Aug-1991	Alliant Techsystems Inc.
Dynamic Infrared Scene Display	USA	5214292	25-May-1993	07/745601	14-Aug-1991	Mission Research Corporation
Lead-Free Primed Rimfire Cartridge	USA	5216199	01-Jun-1993	07/726588	08-Jul-1991	Alliant Techsystems Inc.
Intermittently and Reversibly Operable Hot Wax Energized Hinge	USA	5222277	29-Jun-1993	07/860788	31-Mar-1992	AEC-Able Engineering Co., Inc.
Solid Propellant Rocket Motor Case For Insensitive Munitions Requirements	USA	5228285	20-Jul-1993	07/843068	02-Mar-1992	Alliant Techsystems Inc.

50

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Low Cost Hermetically Sealed Semiconductor Bridge (SCB) Squib Forhigh Volume Production	USA	5230287	27-Jul-1993	07/686187	16-Apr-1991	Alliant Techsystems Inc.
Filament Wound Threaded Tube Connection	USA	5233737	10-Aug-1993	07/782954	25-Oct-1991	Alliant Techsystems Inc.
Method and Apparatus For Time Setting Ballistic Fuzes	USA	5241892	07-Sep-1993	07/386258	28-Jul-1989	Alliant Techsystems Inc.
Isotactic Poly(glycidyl Nitrate) and Synthesis Thereof	USA	5264596	23-Nov-1993	07/928716	13-Aug-1992	Alliant Techsystems Inc.
Magnetic Sabot Release Sensor (For Second Environment Safety)	USA	5265539	30-Nov-1993	07/901392	19-Jun-1992	Alliant Techsystems Inc.
Module For an Articulated Stowable and Deployable Mast	USA	5267424	07-Dec-1993	07/866029	09-Apr-1992	AEC-Able Engineering Co., Inc.
Surfactant Stabilized Nitroglycerin Emulsion	USA	5268046	07-Dec-1993	07/930128	14-Aug-1992	Alliant Techsystems Inc.
Preparation of Substantially Polycrystalline Silicon Carbide Fibers From Methylpolydisilylazanes	USA	5268336	07-Dec-1993	07/539265	18-Jun-1990	COI Ceramics, Inc.
Electro-Mechanical Base Element Fuze	USA	5271327	21-Dec-1993	07/901381	19-Jun-1992	Alliant Techsystems Inc.
Chlorine-Free Solid Rocket Propellant for Space Boosters	USA	5271778	21-Dec-1993	07/816357	27-Dec-1991	Alliant Techsystems Inc.
Differential Polarization Ladar	USA	5272351	21-Dec-1993	07/819283	13-Jan-1992	Alliant Techsystems Inc.
Ribbonizing Method For Selectively Heating A Respective One of A Plurality of Fiber Tows	USA	5273602	28-Dec-1993	07/956122	02-Oct-1992	Alliant Techsystems Inc.
Gun Launched Non-Spinning Safety and Arming Mechanism	USA	5275107	04-Jan-1994	07/901113	19-Jun-1992	Alliant Techsystems Inc.
Optical Detection Device	USA	5277113	11-Jan-1994	07/900804	25-Jan-1991	Alliant Techsystems Inc.
Preparation of Polycrystalline Ceramic Fibers	USA	5279780	18-Jan-1994	07/918736	22-Jul-1992	COI Ceramics, Inc.
Composite/metal Hybrid Rocket Motor Case And Methods For Manufacturing	USA	5280706	25-Jan-1994	07/903852	25-Jun-1992	Alliant Techsystems Inc.
Fiber Placement Delivery System With Modular Cut/Add Actuators	USA	5290389	01-Mar-1994	07/948626	21-Sep-1992	Alliant Techsystems Inc.
Insensitive Propellant Ignitor	USA	5291828	08-Mar-1994	07/970993	26-Oct-1992	Alliant Techsystems Inc.

51

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Phase-Stabilized Ammonium Nitrate And Method Of Making Same	USA	5292387	08-Mar-1994	08/010391	28-Jan-1993	Alliant Techsystems Inc.
Lightweight Stowable and Deployable Solar Cell Array	USA	5296044	22-Mar-1994	07/847720	06-Mar-1992	AEC-Able Engineering Co., Inc.
Support Blanket For Solar Cell Arrays	USA	5298085	29-Mar-1994	07/857542	24-Mar-1992	AEC-Able Engineering Co., Inc.
Parabolic Dual Reflector Antenna With Offset Feed	USA	5319379	07-Jun-1994	06/643910	24-Aug-1984	Alliant Techsystems Inc.
Electronic Fuze Package and Method	USA	5325784	05-Jul-1994	08/011580	01-Feb-1993	Alliant Techsystems Inc.
Biplateau Reduced Smoke Propellant	USA	5334270	02-Aug-1994	07/981774	25-Nov-1992	Alliant Techsystems Inc.
Compact Deployable Acoustic Sensor	USA	5339281	16-Aug-1994	08/102466	05-Aug-1993	Alliant Techsystems Inc.
Low Cost Segmented Structure For Pressure Vessels, Rocket Motors, Piping	USA	5341638	30-Aug-1994	07/847169	09-Mar-1992	Alliant Techsystems Inc.
Solid Propellant With Non-Crystalline Polyether/Inert Plasticizer Binder	USA	5348596	20-Sep-1994	07/398210	25-Aug-1989	Alliant Techsystems Inc.
Composite/metal Hybrid Rocket Motor Case And Methods For Manufacturing	USA	5348603	20-Sep-1994	08/067849	27-May-1993	Alliant Techsystems Inc.
Propellant Kerfing Machine	USA	5349892	27-Sep-1994	07/788408	06-Nov-1991	Alliant Techsystems Inc.
Method for Increasing Fiber Strength Translation in Composite Pressure Vessels Using Matrix Resin Formulations Containing Surface Active Agents	USA	5356499	18-Oct-1994	08/081839	23-Jun-1993	Alliant Techsystems Inc.
Self Venting Carbon Or Graphite Phenolic Ablatives	USA	5359850	01-Nov-1994	08/031652	15-Mar-1993	Alliant Techsystems Inc.
Propellant Gas-Generation System for Canister Ejection	USA	5363768	15-Nov-1994	07/679305	02-Apr-1991	Alliant Techsystems Inc.
Polycrystalline Silicon Carbide Fibers	USA	5366943	22-Nov-1994	08/118855	10-Sep-1993	COI Ceramics, Inc.
Interpenetrating Network Combination Of Ultraviolet And Thermally Cured Rocket Motor Liner Composition And Method	USA	5377593	03-Jan-1995	07/838091	20-Feb-1992	Alliant Techsystems Inc.
Perchlorate Removal Process	USA	5382265	17-Jan-1995	08/143190	26-Oct-1993	Alliant Techsystems Inc.

52

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Bore Mitigants For Solid Propellant Rocket Motors	USA	5386776	07-Feb-1995	08/022180	24-Feb-1993	Alliant Techsystems Inc.
Tape Wrapped, Fabric Reinforced, Flex Bearing	USA	5399309	21-Mar-1995	06/807626	11-Dec-1985	Alliant Techsystems Inc.
Thermoplastic Elastomeric Internal Insulation for Rocket Motors for Low Temperature Applications	USA	5399599	21-Mar-1995	08/039044	06-Apr-1993	Alliant Techsystems Inc.
Detector For Thermal Neutrons Utilizing Alternating Boron Slabs and CCD Arrays	USA	5399863	21-Mar-1995	08/139910	19-Oct-1993	Mission Research Corporation
Stage Separation And Thrust Reduction Apparatus	USA	5400713	28-Mar-1995	08/208940	09-Mar-1994	Alliant Techsystems Inc.
Low Cost Hermetically Sealed Semiconductor Bridge (SCB) Squib Forhigh Volume Production	USA	5431101	11-Jul-1995	07/964636	22-Oct-1992	Alliant Techsystems Inc.
Composite Antenna	USA	5440801	15-Aug-1995	08/205879	03-Mar-1994	Composite Optics, Incorporated
Synthesis of Bis(2,2-Dinitropropyl) Formal (BDNPF)	USA	5449835	12-Sep-1995	08/339140	14-Nov-1994	Alliant Techsystems Inc.
Electromechanical Roll Control Apparatus and Method	USA	5452864	26-Sep-1995	08/221358	31-Mar-1994	Alliant Techsystems Inc.
Programmable Electronic Time Delay Initiator	USA	5460093	24-Oct-1995	08/101237	02-Aug-1993	Alliant Techsystems Inc.
3-Nitramino-4-Nitrofurazan And Salts Thereof	USA	5460669	24-Oct-1995	08/082918	28-Jun-1993	Alliant Techsystems Inc.
Binder System For Crosslinked Double Base Propellant	USA	5468311	21-Nov-1995	06/022123	05-Mar-1979	Alliant Techsystems Inc.
Composite Structure For Heat Transfer and Radiation	USA	5471367	28-Nov-1995	08/212948	15-Mar-1994	Composite Optics, Incorporated
Bitetrazoleamine Gas Generant Compositions	USA	5472647	05-Dec-1995	08/178572	07-Jan-1994	Alliant Techsystems Inc.
Stowable and Self-Deployable Parallelogram-Type Panel Array	USA	5487791	30-Jan-1996	08/249125	25-May-1994	AEC-Able Engineering Co., Inc.
Stowable and Deployable Concentrator For Solar Cells	USA	5496414	05-Mar-1996	08/252998	02-Jun-1994	AEC-Able Engineering Co., Inc.
Case Trimmer	USA	5497539	12-Mar-1996	08/249900	26-May-1994	Alliant Techsystems Inc.
Multifunctional Magnetic Fuze	USA	5497704	12-Mar-1996	08/176355	30-Dec-1993	Alliant Techsystems Inc.

53

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Low Density Thermoplastic Elastomeric Insulation for Rocket Motors	USA	5498649	12-Mar-1996	08/063511	18-May-1993	Alliant Techsystems Inc.
Synthesis of 4,10-dinitro-2,6,8,12- tetraoxa-4,10-diazatetracyclo[5.5.0.05,903,11]dode cane	USA	5498711	12-Mar-1996	08/101458	02-Aug-1993	Alliant Techsystems Inc.
Bitetrazoleamine Gas Generant Compositions	USA	5500059	19-Mar-1996	08/437867	09-May-1995	Alliant Techsystems Inc.
Bitetrazoleamine Gas Generant Compositions	USA	5501823	26-Mar-1996	08/162596	03-Dec-1993	Alliant Techsystems Inc.
Solid Launch Vehicle Destruct System	USA	5507231	16-Apr-1996	08/3322917	13-Oct-1994	Alliant Techsystems Inc.
Vectorable Nozzle Having Jet Vanes	USA	5511745	30-Apr-1996	08/366848	30-Dec-1994	Alliant Techsystems Inc.
Stable Plasticizers For Nitrocellulose Nitroguanidine-Type Compositions	USA	5520756	28-May-1996	07/962950	16-Oct-1992	Alliant Techsystems Inc.
Method Of Surface Preparation Of Aluminum Substrates	USA	5520768	28-May-1996	08/327305	21-Oct-1994	Alliant Techsystems Inc.
Method For Producing High Density Refractory Metal Warhead Liners From Single Phase Materials	USA	5523048	04-Jun-1996	08/282345	29-Jul-1994	Alliant Techsystems Inc.
Destruction of Nitramines Employing Aqueous Dispersions of Metal Powder	USA	5523517	04-Jun-1996	08/386152	09-Feb-1995	Alliant Techsystems Inc.
Low Vulnerability, Insensitive High Performance Explosive Compositions	USA	5529649	25-Jun-1996	08/013034	03-Feb-1993	Alliant Techsystems Inc.
Method Of Molding A Polar Boss To A Composite Pressure Vessel	USA	5538680	23-Jul-1996	08/265406	24-Jun-1994	Alliant Techsystems Inc.
Pulse Doppler Proximity Sensor	USA	5539410	23-Jul-1996	07/844334	02-Mar-1992	Alliant Techsystems Inc.
Method for Increasing Fiber Strength Translations in Composition Pressure Vessels Using Matrix Resin Formulations Containing Anhydride Curing Agents and Surface-Active Agents	USA	5545278	13-Aug-1996	08/198615	18-Feb-1994	Alliant Techsystems Inc.
Propellants Useful in Electrothermal-Chemical Guns	USA	5574240	12-Nov-1996	08/593537	29-Jan-1996	Alliant Techsystems Inc.
Composite Conformable Pressure Vessel	USA	5577630	26-Nov-1996	08/382502	02-Feb-1995	Alliant Techsystems Inc.

54

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Stowable and Deployable Solar Energy Concentrator With Fresnel Lenses	USA	5578139	26-Nov-1996	08/368774	03-Jan-1995	AEC-Able Engineering Co., Inc.
Biplateau Reduced Smoke Propellant	USA	5579634	03-Dec-1996	08/222423	01-Apr-1994	Alliant Techsystems Inc.
Shock Tolerant Fuze	USA	5585592	17-Dec-1996	08/251147	31-May-1994	Alliant Techsystems Inc.
High Energy Clean Space Motor Propellants	USA	5591936	07-Jan-1997	07/561951	02-Aug-1990	Alliant Techsystems Inc.
Metal Amine Complexes in Gas Generant Formulations	USA	5592812	14-Jan-1997	08/599634	09-Feb-1996	Alliant Techsystems Inc.
Chemorheologically Tailored Matrix Resin Formulations Containing Anhydride Curing Agents	USA	5593770	14-Jan-1997	08/195301	14-Feb-1994	Alliant Techsystems Inc.
Solid Propellant Dual Pulse Rocket Motor Loaded Case And Ignition System And Method Of Manufacture	USA	5600946	11-Feb-1997	08/469759	06-Jun-1995	Alliant Techsystems Inc.
Target Trap	USA	5605139	25-Feb-1997	08/324412	17-Oct-1994	Alliant Techsystems Inc.
Periodic Surfaces For Selectively Modifying the Properties of Reflected Electromagnetic Waves	USA	5606335	25-Feb-1997	07/686198	16-Apr-1991	Mission Research Corporation
3-D Carbon-Carbon Composites For Crystal Pulling Furnace Hardware	USA	5616175	01-Apr-1997	08/278744	22-Jul-1994	Alliant Techsystems Inc.
Propellant Gas-Generation System for Canister Ejection	USA	5616884	01-Apr-1997	07/911941	10-Jul-1992	Alliant Techsystems Inc.
End Cap Assembly For a Fastener Installation Tool	USA	5638725	17-Jun-1997	08/623896	26-Mar-1996	Alliant Techsystems Inc.
FMCW VCO Closed Loop Linearizer	USA	5642081	24-Jun-1997	08/548428	26-Oct-1995	Alliant Techsystems Inc.
Synthesis of Bis(2,2-Dinitropropyl) Acetal (BDNPA)	USA	5648556	15-Jul-1997	08/339138	14-Nov-1994	Alliant Techsystems Inc.
Plume Enhancement Nozzle For Achieving Flare Rotation	USA	5654522	05-Aug-1997	08/495716	27-Jun-1995	Alliant Techsystems Inc.
Method of Surface Preparation of Titanium Substrates	USA	5660884	26-Aug-1997	08/550957	31-Oct-1995	Alliant Techsystems Inc.
Crosslinkers For Silazane Polymers	USA	5665848	09-Sep-1997	08/650389	20-May-1996	COI Ceramics, Inc.
Metal Amine Complexes in Gas Generant Formulations	USA	5673935	07-Oct-1997	08/484142	07-Jun-1995	Alliant Techsystems Inc.

55

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Solid Propellant Dual Pulse Rocket Motor Loaded Case And Ignition System And Method Of Manufacture	USA	5675966	14-Oct-1997	08/525336	07-Sep-1995	Alliant Techsystems Inc.
Bitetrazoleamine Gas Generant Compositions	USA	5682014	28-Oct-1997	08/101396	02-Aug-1993	Alliant Techsystems Inc.
Primer Loading Tool	USA	5693905	02-Dec-1997	08/710317	16-Sep-1996	Alliant Techsystems Inc.
Electro-Mechanical Safety and Arming Device	USA	5693906	02-Dec-1997	08/535744	28-Sep-1995	Alliant Techsystems Inc.
Voltage Feedback Linearizer	USA	5694132	02-Dec-1997	06/796832	12-Nov-1985	Alliant Techsystems Inc.
Band Fiber Forming and Placement Delivery Head	USA	5698066	16-Dec-1997	07/924355	03-Aug-1992	Alliant Techsystems Inc.
Surface Protection of Porous Ceramic Bodies	USA	5702761	30-Dec-1997	08/235369	29-Apr-1994	COI Ceramics, Inc.
Retaining Clip System	USA	5704100	06-Jan-1998	08/609735	01-Mar-1996	Federal Cartridge Company
Method For Making Ceramic Matrix Composites	USA	5707471	13-Jan-1998	08/538062	02-Oct-1995	COI Ceramics, Inc.
Crosslinkers For Silazane Polymers	USA	5708114	13-Jan-1998	08/805397	24-Feb-1997	COI Ceramics, Inc.
Case Trimmer	USA	5718423	17-Feb-1998	08/363359	23-Dec-1994	Alliant Techsystems Inc.
Improved Synthesis of Hexabenzylhexaazaisowurtzitane (HBIW)	USA	5723604	03-Mar-1998	08/493627	22-Jun-1995	Alliant Techsystems Inc.
Metal Amine Complexes in Gas Generant Formulations	USA	5725699	10-Mar-1998	08/507552	26-Jul-1995	Alliant Techsystems Inc.
Gun Barrel Shrouding System	USA	5726375	10-Mar-1998	08/662603	13-Jun-1996	Alliant Techsystems Inc.
Methods of Preparing Gas Generant Formulations	USA	5731540	24-Mar-1998	08/674152	01-Jul-1996	Alliant Techsystems Inc.
Counterbalance Assembly	USA	5735020	07-Apr-1998	08/810894	05-Mar-1997	Alliant Techsystems Inc.
Thermostatic Bimetallic Retaining Ring For Use In Rocket Motor Assembly	USA	5735114	07-Apr-1998	07/745531	15-Aug-1991	Alliant Techsystems Inc.
Metal Amine Complexes in Gas Generant Formulations	USA	5735118	07-Apr-1998	08/698657	16-Aug-1996	Alliant Techsystems Inc.
Inorganic Oxide Resins For Internal Oxidation Inhibition of Carbon-Carbon Composites	USA	5736477	07-Apr-1998	07/355216	22-May-1989	Alliant Techsystems Inc.

56

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
High Pressure Washout of Explosives Agents	USA	5737709	07-Apr-1998	08/714825	17-Sep-1996	Alliant Techsystems Inc./Ingersoll- Rand
Improved Hydogenolisis of 2,4,6,8,10,12-Hexabenzyl-2,4,6,8,10,12-Hexaazatetracyclo[5.5.0.05,.9.03,11] Dodecane	USA	5739325	14-Apr-1998	08/568451	07-Dec-1995	Alliant Techsystems Inc.
Apparatus and Method For Loading Items into Component Holder	USA	5747718	05-May-1998	08/599962	14-Feb-1996	Alliant Techsystems Inc.
Integration Method for Next Generation Solid Propellant Rocket Motors With (EMBEDDED) Hot Gas Valves	USA	5755401	26-May-1998	08/551006	31-Oct-1995	Alliant Techsystems Inc.
Process for the Manufacture of High Performance Gun Propellants.	USA	5759458	02-Jun-1998	08/687887	26-Jul-1996	Alliant Techsystems Inc.
Polyphosphazene Rocket Motor Insulation and Barrier Layers	USA	5762746	09-Jun-1998	07/394706	16-Aug-1989	Alliant Techsystems Inc.
Apparatus For Fiber Impregnation	USA	5766357	16-Jun-1998	08/716027	19-Sep-1996	Alliant Techsystems Inc.
Interfacial Propellant Burn Rate Control	USA	5767221	16-Jun-1998	08/448825	24-May-1995	Alliant Techsystems Inc.
Component Holder For Cartridge Reloading	USA	5767433	16-Jun-1998	08/825736	02-Apr-1997	Alliant Techsystems Inc.
Composite Antenna	USA	5771027	23-Jun-1998	08/847864	28-Apr-1997	Composite Optics, Incorporated
Biplateau Reduced Smoke Propellant	USA	5771679	30-Jun-1998	08/760727	05-Dec-1996	Alliant Techsystems Inc.
Solid Propellant With Non-Crystalline Polyether/Energetic Plasticizer Binder	USA	5783769	21-Jul-1998	07/326852	17-Mar-1989	Alliant Techsystems Inc.
Gun-Launched Rocket	USA	5792981	11-Aug-1998	08/739469	28-Oct-1996	Alliant Techsystems Inc.
Photo-Degradable Shotshell of Polyethylene and EVA-C0 Terpolymer	USA	5795923	18-Aug- 1998	08/543946	17-Oct- 1995	Federal Cartridge Company
High Performance Space Motor Propellants	USA	5798480	25-Aug-1998	07/561973	02-Aug-1990	Alliant Techsystems Inc.
Monolithic X-Ray Image Detector and Method of Manufacturing	USA	5798558	25-Aug-1998	08/495239	27-Jun-1995	Mission Research Corporation
High Performance Large Launch Vehicle Solid Propellants	USA	5801325	01-Sep-1998	07/561774	02-Aug-1990	Alliant Techsystems Inc.

57

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
System and Method For the Construction of Spacecraft Structures	USA	5803402	08-Sep-1998	08/645136	13-May-1996	Composite Optics, Incorporated
Lead-Free Centerfire Primer With DDNP and Barium Nitrate Oxidizer	USA	5831208	03-Nov-1998	08/768773	13-Dec-1996	Federal Cartridge Company
Injection-Moldable, Polycaprolactone-Based Biodegradable Plastic Articles Such as Shotshell Components, and Method of Manufacturing Same	USA	5859090	12-Jan-1999	08/591176	16-Jan-1996	Federal Cartridge Company
Acoustic-Optical Scanning of Linear Detector Array For Laser Radar	USA	5870181	09-Feb-1999	08/958956	28-Oct-1997	Alliant Techsystems Inc.
Process Of Crystallizing 2,4,6,8,10,12-Hexanitro-2,4,6,8,10,12-Hexaazatetracyclo-5.5.0.0.5,903,111-Dodecane	USA	5874574	23-Feb-1999	08/991432	16-Dec-1997	Alliant Techsystems Inc.
Shot Pouch	USA	5874689	23-Feb-1999	08/867180	02-Jun-1997	Federal Cartridge Company
Propellant System	USA	5892172	06-Apr-1999	08/841431	22-Apr-1997	Alliant Techsystems Inc.
Deployable Helical Antenna Stowage in a Compact Retracted Configuration	USA	5909197	01-Jun-1999	08/832982	04-Apr-1997	AEC-Able Engineering Co., Inc.
Pressable Infrared Illuminant Compositions	USA	5912430	15-Jun-1999	08/386327	10-Feb-1995	Alliant Techsystems Inc.
Acceleration/Deceleration Sensing Switch For Munitions	USA	5914459	22-Jun-1999	08/905173	01-Aug-1997	Alliant Techsystems Inc.
Hydraulic Traverse and Elevation Mechanism	USA	5922987	13-Jul-1999	08/862736	23-May-1997	Alliant Techsystems Inc.
Shoot-Through Cover For An Explosively Formed Penetrator Warhead	USA	5925845	20-Jul-1999	08/905174	01-Aug-1997	Alliant Techsystems Inc.
Surface Protection of Porous Ceramic Bodies	USA	5928775	27-Jul-1999	08/878217	17-Jun-1997	COI Ceramics, Inc.
Continuous Method of Producing Silicon Carbide Fibers	USA	5928978	27-Jul-1999	08/890878	10-Jul-1997	COI Ceramics, Inc.
Apparatus and Method For Determining Angles-of-Arrival and Polarization of Incoming RF Signals	USA	5936575	10-Aug-1999	09/023381	13-Feb-1998	Alliant Techsystems Inc.
Energetic Binders (20726-US-01)	USA	5955629	21-Sep-1999	07/343977	26-Apr-1989	Alliant Techsystems Inc.
Through Bulkhead Initiator	USA	5959236	28-Sep-1999	09/052644	31-Mar-1998	Alliant Techsystems Inc.

58

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Solar Array For Satellite Vehicles	USA	5961738	05-Oct-1999	08/903123	30-Jul-1997	AEC-Able Engineering Co., Inc.
Metal Amine Complexes in Gas Generant Formulations	USA	5970703	26-Oct-1999	08/934900	22-Sep-1997	Alliant Techsystems Inc.
Common Aperture Dual Mode Semi- Active Laser/Millimeter Wave Sensor	USA	5973649	26-Oct-1999	08/959602	28-Oct-1997	Alliant Techsystems Inc.
Assembly Including Tubular Bodies and Mated with a Compression Loaded Adhesive Bond	USA	5984369	16-Nov-1999	09/094569	15-Jun-1998	Alliant Techsystems Inc.
Interfacial Propellant Burn Rate Control	USA	5985361	16-Nov-1999	09/061098	16-Apr-1998	Alliant Techsystems Inc.
Lead-Free, Heavy-Metal-Free-Rim-Fire Priming Composition Dedicated For Ralph B. Lynn	USA	5993577	30-Nov-1999	09/148192	04-Sep-1998	Federal Cartridge Company
Plume Enhancement Nozzle For Achieving Flare Rotation	USA	5996502	07-Dec-1999	08/863399	27-May-1997	Alliant Techsystems Inc.
Shaped Charge Liner With Integral Initiation Mechanism	USA	6026750	22-Feb-2000	09/053165	01-Apr-1998	Alliant Techsystems Inc.
Self-Contained Apparatus For Fiber Element Placement	USA	6026883	22-Feb-2000	09/070421	30-Apr-1998	Alliant Techsystems Inc.
Metal Amine Complexes in Gas Generant Formulations	USA	6039820	21-Mar-2000	08/899599	24-Jul-1997	Alliant Techsystems Inc.
Method and Apparatus For Producing Fiber Reinforced Structures	USA	6050315	18-Apr-2000	09/070445	30-Apr-1998	Alliant Techsystems Inc.
Low Smoke Rocket Motor Liner Composition	USA	6051087	18-Apr-2000	07/991467	16-Dec-1992	Alliant Techsystems Inc.
Erosion Resistant-Low Signature Liner For Solid Propellant Rocket Motors	USA	6054521	25-Apr-2000	08/986875	08-Dec-1997	Alliant Techsystems Inc.
Method and Apparatus For Detecting Electromagnetic Waves	USA	6054848	25-Apr-2000	08/927145	03-Sep-1997	Mission Research Corporation
A Method for Mechanically Isolating Energetic Material Feed Streams From a Processing Extruder	USA	6059045	09-May-2000	09/119733	21-Jul-1998	Alliant Techsystems Inc.
Coaxial Unfocused Optical Sensor For Dual Mode Seekers	USA	6060703	09-May-2000	09/107009	29-Jun-1998	Alliant Techsystems Inc.
Composite Isogrid Structures for Parabolic Surfaces	USA	6064352	16-May-2000	09/053187	01-Apr-1998	Northrop Grumman Corporation/COI
Solid Rocket Propellant	USA	6066214	23-May-2000	09/183750	30-Oct-1998	Alliant Techsystems Inc.

59

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Process For Manufacture ofPerforated Slab Propellant	USA	6071444	06-Jun-2000	08/979447	24-Nov-1997	AlliantTechsystemsInc.
Process For Controlled DepositionProfile Forced Flow Chemical VaporInfiltration	USA	6083560	04-Jul-2000	08/752450	15-Nov-1996	AlliantTechsystemsInc.
Advanced Designs For HighPressure, High Performance SolidPropellant Rocket Motors	USA	6086692	11-Jul-2000	09/165304	02-Oct-1998	AlliantTechsystemsInc.
Capture Feature Tang Seal DefectMeasurement Tool	USA	6088925	18-Jul-2000	09/086572	29-May-1998	AlliantTechsystemsInc.
Solar Concentrator Array	USA	6091017	18-Jul-2000	09/379254	23-Aug-1999	CompositeOptics,Incorporated
Radome Nose Cone ProbeApparatus For Use With ElectrostaticSensor	USA	6094054	25-Jul-2000	08/668690	24-Jun-1996	AlliantTechsystemsInc.
Tiered Routing Architecture For FieldProgrammable Gate Arrays	USA	6094066	25-Jul-2000	09/128986	03-Aug-1996	MissionResearchCorporation
Gun-Launched Rocket	USA	6094906	01-Aug-2000	09/301157	28-Apr-1999	AlliantTechsystemsInc.
Composite Conformable PressureVessel	USA	6095367	01-Aug-2000	08/718611	23-Sep-1996	AlliantTechsystemsInc.
Multiple Axes Fiber PlacementMachine	USA	6096164	01-Aug-2000	09/135068	17-Aug-1998	AlliantTechsystemsInc.
Method for Producing CeramicFibers From Blends of SiloxaneResins and Carborane SiloxaneOligomers	USA	6103178	15-Aug-2000	09/241613	02-Feb-1999	COI Ceramics,Inc.
Process For The Large ScaleSynthesis Of 4,10-Dintro-2,6,8,12-Tetraoxa-4,10-Diazatetracyclo-[5.5.0.05,903,11]-Dodecane	USA	6107483	22-Aug-2000	09/362083	28-Jul-1999	AlliantTechsystemsInc.
Castable Infrared IlluminantCompositions	USA	6123789	26-Sep-2000	08/386328	10-Feb-1995	AlliantTechsystemsInc.
Simplified Tailored CompositeArchitecture	USA	6125764	03-Oct-2000	09/160952	25-Sep-1998	AlliantTechsystemsInc.
Temporally Redundant Latch ForPreventing Single Event Disruptionsin Sequential Integrated Circuits	USA	6127864	03-Oct-2000	09/136872	19-Aug-1998	MissionResearchCorporation
Process to Produce Silicon CarbideFibers Using a ControlledConcentration of Boron Oxide Vapor	USA	6129887	10-Oct-2000	09/140824	26-Aug-1998	COI Ceramics,Inc.

60

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Thermally-Stabilized PrilledAmmonium Dinitramide Particles,and Process For Making the Same	USA	6136115	24-Oct-2000	09/108383	01-Jul-1998	AlliantTechsystemsInc.
Ambiguity Removal and Angles-of-Arrival Estimation For RadiallyPolarized Conformal Arrays	USA	6140963	31-Oct-2000	09/287256	07-Apr-1999	AlliantTechsystemsInc.
Method For Making New PolycyclicPolyamides As Precursors ForEnergetic Polycyclic PolynitramineOxidizers	USA	6147209	14-Nov-2000	07/989369	08-Dec-1992	AlliantTechsystemsInc.
Missile Severance Device	USA	6148729	21-Nov-2000	09/067854	27-Apr-1998	AlliantTechsystemsInc.
Tooling Apparatus and Method ForProducing Grid Stiffened FiberReinforced Structures	USA	6149851	21-Nov-2000	09/070420	30-Apr-1998	AlliantTechsystemsInc.
Thermal Welding of Fiber ReinforcedThermoplastic Prepreg	USA	6162314	19-Dec-2000	09/162680	29-Sep-1998	AlliantTechsystemsInc.
Flares Having Igniters Formed FromExtrudable Igniter Compositions	USA	6170399	09-Jan-2001	09/119518	21-Jul-1998	AlliantTechsystemsInc.
Process for the Manufacture of HighPerformance Gun Propellants.	USA	6171530	09-Jan-2001	09/028772	24-Feb-1998	AlliantTechsystemsInc.
Transmitter Coil, Improved FuzeSetter Circuitry for Adaptively Tuningthe Fuze Setter for Resonance andCurrent Difference Circuitry forInterpreting a Fuze TalkbackMessage	USA	6176168	23-Jan-2001	09/302136	29-Apr-1999	AlliantTechsystemsInc.
Solar Cell Array With Multiple Rowsof Cells and Collapsible Reflectors	USA	6177627	23-Jan-2001	09/337624	21-Jun-1999	AEC-AbleEngineering Co.,Inc.
Captive Soft-Point Bullet	USA	6178890	30-Jan-2001	09/256861	24-Feb-1999	FederalCartridgeCompany
Sabot Anti-Splitting Ring	USA	6186094	13-Feb-2001	09/140512	26-Aug-1998	AlliantTechsystemsInc.
Closure Assembly For Lined Tanks,and Vehicles Equipped With TheSame	USA	6186356	13-Feb-2001	09/500972	15-Feb-2000	AlliantTechsystemsInc.
Castable Infrared IlluminantCompositions	USA	6190475	20-Feb-2001	09/478511	06-Jan-2000	AlliantTechsystemsInc.
Traveling Wave Slot Antenna andMethod of Making Same	USA	6191750	20-Feb-2001	09/262163	03-Mar-1999	CompositeOptics,Incorporated
AOA Estimation and PolarizationInduced Phase Correction Using aConformal Array of Titled AntennaElements	USA	6195043	27-Feb-2001	09/311139	13-May-1999	AlliantTechsystemsInc.

61

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Electrostatic Arming Apparatus Foran Explosive Projectile	USA	6196130	06-Mar-2001	09/158048	22-Sep-1998	AlliantTechsystemsInc.
Rocket Motor Throat Assembly WithZero Or Very Low Erosion FlowSurfaces	USA	6209312	03-Apr-2001	09/288330	08-Apr-1999	AlliantTechsystemsInc.
High Performance ExplosiveContaining CL-20	USA	6214137	10-Apr-2001	09/166842	06-Oct-1998	AlliantTechsystemsInc.
Biplateau Reduced SmokePropellant	USA	6217682	17-Apr-2001	09/178608	26-Oct-1998	AlliantTechsystemsInc.
Method For Making Plastic BondedExplosive Formulations ContainingCL-20 And Binder System	USA	6217799	17-Apr-2001	09/166843	06-Oct-1998	AlliantTechsystemsInc.
Performance Optimizing System Fora Satellite Solar Array	USA	6218605	17-Apr-2001	08/841526	23-Apr-1997	AEC-AbleEngineering Co.,Inc.
Payload Fairing With ImprovedAcoustic Suppression	USA	6224020	01-May-2001	09/220495	24-Dec-1998	AlliantTechsystemsInc.
Supplemental-Restraint-System GasGenerating Device With Water-Soluble Polymeric Binder	USA	6224099	01-May-2001	09/119517	21-Jul-1998	AlliantTechsystemsInc.
Propellant Grain Capable OfGenerating Buffered Boundary LayerFor Reducing Rocket NozzleRecession	USA	6226979	08-May-2001	09/503725	15-Feb-2000	AlliantTechsystemsInc.
Lightweight, Fighting PositionExcavation System	USA	6233851	22-May-2001	08/799258	13-Feb-1997	AlliantTechsystemsInc.
Metal Amine Complexes in GasGenerant Formulations	USA	6241281	05-Jun-2001	09/434274	05-Nov-1999	AlliantTechsystemsInc.
Compression Mold	USA	6241506	05-Jun-2001	09/162931	29-Sep-1998	AlliantTechsystemsInc.
High Energy Gun Propellants	USA	6241833	05-Jun-2001	09/116744	16-Jul-1998	AlliantTechsystemsInc.
Increased Velocity-Performance-Range Bullet	USA	6244187	12-Jun-2001	09/346182	01-Jul-1999	FederalCartridgeCompany
Method For Producing a SizedCoated Ceramic Fiber and CoatedFiber	USA	6251520	26-Jun-2001	09/311385	13-May-1999	COI Ceramics,Inc.
Hand-Held Primer Loading Tool	USA	6260463	17-Jul-2001	09/372450	11-Aug-1999	AlliantTechsystemsInc.
Apparatus For Machining ExplosiveMaterials	USA	6272954	14-Aug-2001	09/440883	16-Nov-1999	AlliantTechsystemsInc.
Plastic Liner For Bayonet Primers	USA	6272994	14-Aug-2001	09/386810	31-Aug-1999	AlliantTechsystemsInc.

62

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Moisture Seal For Composite SabotWith Depleted Uranium Penetrator	USA	6279214	28-Aug-2001	09/353695	14-Jul-1999	AlliantTechsystemsInc.
Range Rate Aiding in a PulsedRadar System	USA	6281833	28-Aug-2001	09/437828	10-Nov-1999	AlliantTechsystemsInc.
Method and Apparatus ForProducing Fiber ReinforcedStructures	USA	6290799	18-Sep-2001	09/399691	21-Sep-1999	AlliantTechsystemsInc.
Method For Changing the DielectricProperties of a Ceramic MatrixComposite	USA	6294125	25-Sep-2001	09/220172	23-Dec-1998	COI Ceramics,Inc.
Captive Soft-Point Bullet	USA	6305292	23-Oct-2001	09/597017	20-Jun-2000	FederalCartridgeCompany
Vacuum Debulking Table ForThermoplastic Materials	USA	6312247	06-Nov-2001	09/240164	29-Jan-1999	AlliantTechsystemsInc.
Thrusting Apparatus	USA	6315238	13-Nov-2001	07/212468	28-Jun-1988	AlliantTechsystemsInc.
High Range Resolution RadarThrough Non-Uniform Sampling	USA	6317074	13-Nov-2001	09/594894	15-Jun-2000	AlliantTechsystemsInc.
Solvent Application System	USA	6343552	05-Feb-2002	09/587773	06-Jun-2000	AlliantTechsystemsInc.
Ammunition Detector	USA	6343564	05-Feb-2002	09/360756	26-Jul-1999	AlliantTechsystemsInc.
Ceramic Matrix Composites	USA	6350713	26-Feb-2002	09/198979	24-Nov-1998	COI Ceramics,Inc.
Gas Generating Eject Motor	USA	6352030	05-Mar-2002	09/436357	09-Nov-1999	AlliantTechsystemsInc.
Improved Propulsion System	USA	6357357	19-Mar-2002	09/227070	05-Jan-1999	AlliantTechsystemsInc.
Alignment Fixture	USA	6360666	26-Mar-2002	09/587962	06-Jun-2000	AlliantTechsystemsInc.
Polymerization of Poly(GlycidylNitrate) From High Purity GlycidylNitrate Synthesized From Glycerol	USA	6362311	26-Mar-2002	09/688819	17-Oct-2000	AlliantTechsystemsInc.
Portable Propellant CuttingAssembly, and Method of CuttingPropellant With Assembly	USA	6378436	30-Apr-2002	09/506597	18-Feb-2000	AlliantTechsystemsInc.
Process For Making 2,4,6,8,10,12,-Hexanitro-2,4,6,8,10,12-Hexaazatetracyclo(5.5.0.05,903,11)-Dodecane	USA	6391130	21-May-2002	09/503726	15-Feb-2000	AlliantTechsystemsInc.
Hybrid Rocket Propulsion SystemIncluding Array of Hybrid or FluidAttitude-Control Rocket Engines	USA	6393830	28-May-2002	09/532301	22-Mar-2000	AlliantTechsystemsInc.

63

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Payload Fairing With JettisonableMass Acoustic Suppression	USA	6394394	28-May-2002	09/567816	09-May-2000	AlliantTechsystemsInc.
Antenna Array Apparatus WithConformal Mounting Structure	USA	6407711	18-Jun-2002	09/841829	24-Apr-2001	Science andAppliedTechnology, Inc.& COI
End Closure Modules For Multi-CellPressure Vessels, And PressureVessels And Vehicles ContainingThe Same	USA	6412650	02-Jul-2002	09/558628	26-Apr-2000	AlliantTechsystemsInc.
Extraction and Recovery ofNitramines From Propellants,Explosives, and Pyrotechnics	USA	6414143	02-Jul-2002	09/505872	17-Feb-2000	AlliantTechsystemsInc.
Method for Recovery of NitraminesFrom Aluminized Energetic Materials	USA	6416601	09-Jul-2002	09/784475	15-Feb-2001	AlliantTechsystemsInc.
Braking Apparatus	USA	6422357	23-Jul-2002	09/566983	09-May-2000	AEC-AbleEngineering/ILCDover, Inc.
Solar Array For Satellite Vehicles	USA	6423895	23-Jul-2002	09/805308	12-Mar-2001	AEC-AbleEngineering Co.,Inc.
Extrudable Black Body Decoy FlareCompositions	USA	6432231	13-Aug-2002	09/735643	14-Dec-2000	AlliantTechsystemsInc.
Antenna Data Compression UsingMulti-Dipole Antenna	USA	6437737	20-Aug-2002	09/491367	26-Jan-2000	AlliantTechsystemsInc.
Method of Manufacturing aComposite Structure Using aConformable Locating ApertureSystem	USA	6478922	12-Nov-2002	09/594920	15-Jun-2000	AlliantTechsystemsInc.
Multi-Stage Rocket Motor AssemblyIncluding Jettisonable Launch MotorIntegrated With Flight Igniter	USA	6481198	19-Nov-2002	09/604679	27-Jun-2000	AlliantTechsystemsInc.
Reuseable Training Dispenser	USA	6481327	19-Nov-2002	09/592481	09-Jun-2000	AlliantTechsystemsInc.
Metal Amine Complexes in GasGenerant Formulations	USA	6481746	19-Nov-2002	08/746224	07-Nov-1996	AlliantTechsystemsInc.
Assembly and Process ForControlled Burning of LandmineWithout Detonation	USA	6484617	26-Nov-2002	09/562971	03-May-2000	AlliantTechsystemsInc.
Position Controlled TensionerSystem	USA	6491773	10-Dec-2002	09/490357	24-Jan-2000	AlliantTechsystemsInc.
Rubber-Epoxy Bonding Via anInterfacial Layer ContainingAcrylates	USA	6495259	17-Dec-2002	09/433321	03-Nov-1999	AlliantTechsystemsInc.
Pyrolytic Graphite Gauge forMeasuring Heat Flux	USA	6499289	31-Dec-2002	09/820403	29-Mar-2001	AlliantTechsystemsInc.

64

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Spring Disc for Securing aCombustible Cartridge Case to aCase Base	USA	6505560	14-Jan-2003	09/923852	07-Aug-2001	AlliantTechsystemsInc.
Synthesis For 4,10-dinitro-2,6,8,12-tetraoxa,4,10-diazatetracyclo[5.5.0.05,903,11]-Dodecane	USA	6512113	28-Jan-2003	09/589113	08-Jun-2000	AlliantTechsystemsInc.
Apparatus and Method ForProducing a Spectrally VariableRadiation Source and SystemsIncluding Same	USA	6525814	25-Feb-2003	09/425595	22-Oct-1999	MissionResearchCorporation
Captive Soft-Point Bullet	USA	6530328	11-Mar-2003	09/948198	07-Sep-2001	FederalCartridgeCompany
Degradable Practice Mine	USA	6539871	01-Apr-2003	09/821219	29-Mar-2001	Alliant TechsystemsInc.
Non-Toxic, Heavy-Metal-FreeShotshell Primer Mix	USA	6544363	08-Apr-2003	09/702120	30-Oct-2000	FederalCartridgeCompany
Overwrap Tape End-Effector ForFiber Placement/Winding Machines	USA	6544367	08-Apr-2003	09/241830	01-Feb-1999	AlliantTechsystemsInc.
Method of Constructing InsulatedMetal Dome Structure For a RocketMotor	USA	6554936	29-Apr-2003	09/391979	08-Sep-1999	AlliantTechsystemsInc.
EPDM Rocket Motor Insulation	USA	6566420	20-May-2003	09/481709	12-Jan-2000	AlliantTechsystemsInc.
Method of Manufacturing a SoftPoint Bullet	USA	6581503	24-Jun-2003	10/098647	13-Mar-2002	AlliantTechsystemsInc.
High Strength Reactive Materials	USA	6593410	15-Jul-2003	09/789479	21-Feb-2001	AlliantTechsystemsInc.
Chain-Extended Poly(Bis-Azidomethyloxetane), andCombustible Cartridge Cases andAmmunition Comprising the Same	USA	6600002	29-Jul-2003	09/841900	24-Apr-2001	AlliantTechsystemsInc.
Process For The Synthesis andRecovery of Nitramines	USA	6603018	05-Aug-2003	10/060051	01-Feb-2002	AlliantTechsystemsInc.
Transpiration Cooling of RocketEngines	USA	6606851	19-Aug-2003	09/946630	06-Sep-2001	AlliantTechsystemsInc.
Method For Recovery Of NitraminesFrom Aluminized Energetic Materials	USA	6610156	26-Aug-2003	09/784476	15-Feb-2001	AlliantTechsystemsInc.
Prilling Energetic Particles, andProcess for Making the Same	USA	6610157	26-Aug-2003	09/759594	12-Jan-2001	AlliantTechsystemsInc.
Rocket Motors With InsensitiveMunitions Systems	USA	6619029	16-Sep-2003	10/016697	01-Nov-2001	AlliantTechsystemsInc.

65

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Antigen Detection Device andMethod	USA	6620626	16-Sep-2003	09/636772	09-Aug-2000	MissionResearchCorporation
Nitrate-Ester Plasticized EnergeticCompositions, Method of Makingand Rocket Motor AssembliesContaining the Same	USA	6632378	14-Oct-2003	09/797929	02-Mar-2001	AlliantTechsystemsInc.
Reduced Sensitivity Melt-CastExplosives	USA	6648998	18-Nov-2003	09/747303	21-Dec-2000	Alliant/ARDEC
Rocket Nozzel Assembly HavingRotatable Variable Thrust ControlCylinders, and Rocket AssemblyComprising The Same	USA	6651438	25-Nov-2003	09/941397	29-Aug-2001	AlliantTechsystemsInc.
Low Density Composite RocketNozzle Components and ProcessFor Making the Same FromStandard Density Phenolic Matrix,Fiber Reinforced Materials	USA	6679965	20-Jan-2004	09/090256	04-Jun-1998	AlliantTechsystemsInc.
Fiber-Reinforced Rocket MotorInsulation	USA	6691505	17-Feb-2004	10/046132	09-Jan-2002	AlliantTechsystemsInc.
Pressure-Actuated Joint System	USA	6711890	30-Mar-2004	10/132950	26-Apr-2002	AlliantTechsystemsInc.
Rocket Motor Nozzle AssembliesHaving Vacuum Plasma-SprayedRefractory Metal Shell ThroatInserts, Methods of Making, andRocket Motors Including Same	USA	6711901	30-Mar-2004	09/765781	19-Jan-2001	AlliantTechsystemsInc.
Electrostatically Clean Solar Array	USA	6713670	30-Mar-2004	10/219849	14-Aug-2002	CompositeOptics,Incorporated
Momentum Trap Ballistic ArmorSystem	USA	6718861	13-Apr-2004	09/887298	22-Jun-2001	ATK/SWRI/IRA
Ordnance Control and InitiationSystem and Related Method	USA	6718881	13-Apr-2004	09/949031	07-Sep-2001	AlliantTechsystemsInc.
Apparatus and Method ForReinforcing A Pressure Vessel	USA	6719165	13-Apr-2004	09/938327	22-Aug-2001	AlliantTechsystemsInc.
Process For Making Stable CuredPoly(Glycidyl Nitrate)	USA	6730181	04-May-2004	10/055716	22-Jan-2002	AlliantTechsystemsInc.
Method of Manufacturing a SoftPoint Bullet	USA	6732657	11-May-2004	10/421049	23-Apr-2003	AlliantTechsystemsInc.
Method for Processing ExplosivesContaining 2,4,6,8,10,12-Hexanitro-2,4,6,8,10,12-Hexaazatetracyclo[5.5.0.05,903,11]-Dodecane (CL-20) with Naphthenicand Paraffinic Oils	USA	6736913	18-May-2004	10/000244	18-Oct-2001	AlliantTechsystemsInc.
Method For Producing CeramicMatrix Composites	USA	6743393	01-Jun-2004	09/098822	17-Jun-1998	COI Ceramics,Inc.

66

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Guided Munitions ElectronicsPackage and Method	USA	6744637	01-Jun-2004	10/307127	27-Nov-2002	AlliantTechsystemsInc.
High Strength Rubber Formulations,and Shear Ply Made From the Same	USA	6750293	15-Jun-2004	10/107594	27-Mar-2002	AlliantTechsystemsInc.
Cure-on-the-Fly System	USA	6752190	22-Jun-2004	08/122344	15-Sep-1993	AlliantTechsystemsInc.
Apparatus for Load TransferBetween Aerospace VehicleComponents, Aerospace VehiclesIncluding Same, and Method ofAttachment of Aerospace VehicleComponents	USA	6761335	13-Jul-2004	09/997642	29-Nov-2001	AlliantTechsystemsInc.
Strain Control Device For AttachingTransmission Lines to DeformableStructures and Methods EmployingSame	USA	6770821	03-Aug-2004	10/056943	25-Oct-2001	AlliantTechsystemsInc.
Ammunition Reloading ApparatusWith Feed Mechanism	USA	6772668	10-Aug-2004	10/214977	07-Aug-2002	AlliantTechsystemsInc.
System and Method For MeasuringStress at an Interface	USA	6776049	17-Aug-2004	10/016479	07-Dec-2001	AlliantTechsystemsInc.
Burning Nitrous Oxide and a Fuel	USA	6779335	24-Aug-2004	10/004831	07-Dec-2001	AlliantTechsystemsInc.
Obturator For Large Caliber SmoothBore Ammunition	USA	6782830	31-Aug-2004	10/660417	11-Sep-2003	Alliant TechsystemsInc.
EPDM Rocket Motor Insulation	USA	6787586	07-Sep-2004	10/310005	03-Dec-2002	AlliantTechsystemsInc.
Remotely Actuated LocalizedPressure and Heat Apparatus andMethod of Use	USA	6793479	21-Sep-2004	09/062046	17-Apr-1998	AlliantTechsystemsInc.
Shared Memory Interface WithConventional Access andSynchronization Support	USA	6795901	21-Sep-2004	09/466303	17-Dec-1999	AlliantTechsystemsInc.
Bullet For Optimal Penetration andExpansion	USA	6805057	19-Oct-2004	10/007604	07-Nov-2001	FederalCartridgeCompany
Synthesis of EnergeticThermoplastic ElastomersContaining Oligomeric UrethaneLinkages	USA	6815522	09-Nov-2004	09/436440	09-Nov-1999	AlliantTechsystemsInc.
Method and System of ThermalProtection	USA	6827312	07-Dec-2004	10/304236	27-Nov-2001	COI Ceramics,Inc.
Reduced Energy Binder ForEnergetic Compositions	USA	6835255	28-Dec-2004	09/088163	01-Jun-1998	AlliantTechsystemsInc.

67

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Process For Making Stable CuredPoly(Glycidyl Nitrate) and EnergeticCompositions Comprising Same	USA	6861501	01-Mar-2005	10/055725	22-Jan-2002	AlliantTechsystemsInc.
Continuous Process and System ForProduction of Glycidyl Nitrate FromGlycerin, Nitric Acid And Caustic andConversion of Glycidyl Nitrate toPoly (Glycidyl Nitrate)	USA	6870061	22-Mar-2005	10/340167	10-Jan-2003	AlliantTechsystemsInc.
Low-Sensitivity ExplosiveCompositions And Method ForMaking Explosive Compositions	USA	6881283	19-Apr-2005	10/210863	31-Jul-2002	Alliant/ARDEC
Apparatus and Method for InductionLamination of Electrically ConductiveFiber Reinforced CompositeMaterials	USA	6881374	19-Apr-2005	10/253032	24-Sep-2002	Army ResearchLaboratory
Process For The Synthesis andRecovery of Nitramines	USA	6881847	19-Apr-2005	10/455092	05-Jun-2003	AlliantTechsystemsInc.
Reformulation of Composition C-4Explosives	USA	6887324	03-May-2005	10/068586	05-Feb-2002	AlliantTechsystemsInc.
Method of Insulating a Case of aSolid Propellant Rocket Motor	USA	6893597	17-May-2005	09/747192	21-Dec-2000	AlliantTechsystemsInc.
Method of Applying AblativeInsulation Coatings	USA	6896834	24-May-2005	09/950094	10-Sep-2001	AlliantTechsystemsInc.
Rocket Motor Nozzle AssembliesHaving Vacuum Plasma-SprayedRefractory Metal Shell ThroatInserts, Methods of Making, andRocket Motors Including Same	USA	6904755	14-Jun-2005	10/768731	28-Jan-2004	AlliantTechsystemsInc.
Electromagnetic-Field PolarizationTwister	USA	6906685	14-Jun-2005	10/348044	17-Jan-2003	MissionResearchCorporation
Integration of a Semi-Active LaserSeeker into the DSU-33 ProximitySensor	USA	6919840	19-Jul-2005	10/301522	21-Nov-2002	AlliantTechsystemsInc.
System and Method For IntegratingAntennas into a Vehicle Rear-DeckSpoiler	USA	6927736	09-Aug-2005	10/440449	16-May-2003	MissionResearchCorporation
Method and Apparatus ForMeasuring Bending in a Pin Member	USA	6951137	04-Oct-2005	09/897003	02-Jul-2001	AlliantTechsystemsInc.
Smooth Bore Second EnvironmentSensing	USA	6951161	04-Oct-2005	10/737032	15-Dec-2003	AlliantTechsystemsInc.
Strain Control Device For AttachingTransmission Lines to DeformableStructures and Methods EmployingSame	USA	6959491	01-Nov-2005	10/871149	18-Jun-2004	AlliantTechsystemsInc.

68

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Incremental PressurizationFluctuation Counter and MethodsTherefor	USA	6959605	01-Nov-2005	10/377273	27-Feb-2003	AlliantTechsystemsInc.
Low Temperature, Extrudable, HighDensity Reactive Materials	USA	6962634	08-Nov-2005	10/386617	12-Mar-2003	AlliantTechsystemsInc.
Reduced Sensitivity, Melt-PourableTritonal Replacements	USA	6964714	15-Nov-2005	09/893336	27-Jun-2001	Alliant/ARDEC
Fuze Explosive Ordnance DisposalCircuit	USA	6966261	22-Nov-2005	10/441665	20-May-2003	AlliantTechsystemsInc.
Rocket Motors With InsensitiveMunitions Systems and ProjectilesIncluding Same	USA	6966264	22-Nov-2005	10/645706	21-Aug-2003	AlliantTechsystemsInc.
Metal Complexes For Use as GasGenerants	USA	6969435	29-Nov-2005	09/025345	18-Feb-1998	AlliantTechsystemsInc.
Method of Forming LaminarStructures Having Variable AngleTape Wrap	USA	6972064	06-Dec-2005	10/279281	23-Oct-2002	AlliantTechsystemsInc.
Fixed Canard 2-D Guidance ofArtillery Projectiles	USA	6981672	03-Jan-2006	10/664223	17-Sep-2003	AlliantTechsystemsInc.
Method For the Production of Alpha-Alane	USA	6984746	10-Jan-2006	10/947078	22-Sep-2004	AlliantTechsystemsInc.
Crystallization of 2,4,6,8,10,12-Hexanitro-2,4,6,8,10,12-Hexaazatetracyclo[5.5.0.05.903.11]-Dodecane	USA	6992185	31-Jan-2006	10/042522	09-Jan-2002	AlliantTechsystemsInc.
Electronic Switching System For aDetonation Device	USA	6992877	31-Jan-2006	10/386578	12-Mar-2003	AlliantTechsystemsInc.
Fiber Redirect System, Multi-AxisRobotic Wrist and Fiber PlacementApparatus Incorporating Same andRelated Methods	USA	6994324	07-Feb-2006	10/428332	02-May-2003	AlliantTechsystemsInc.
Manual Container Lifter	USA	6997492	14-Feb-2006	10/850260	20-May-2004	AlliantTechsystemsInc.
Method For The Synthesis OfEnergetic Thermoplastic ElastomersIn Non-Halogenated Solvents	USA	6997997	14-Feb-2006	09/831411	07-May-2001	AlliantTechsystemsInc.
Magnetically Sensed SecondEnvironment Safety and ArmingDevice	USA	7004072	28-Feb-2006	09/538785	30-Mar-2000	AlliantTechsystemsInc.
Propellant Formulation	USA	7011722	14-Mar-2006	10/383656	10-Mar-2003	AlliantTechsystemsInc.
Elastomeric Rocket Motor Insulation	USA	7012107	14-Mar-2006	10/463751	17-Jun-2003	AlliantTechsystemsInc.

69

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Additive For Composition B andComposition B Replacements ThatMitigates Slow Cook-Off Violence	USA	7033449	25-Apr-2006	10/385379	10-Mar-2003	AlliantTechsystemsInc.
Method and Apparatus For TestingSurface Characteristics of a Material	USA	7040143	09-May-2006	10/651311	28-Aug-2003	AlliantTechsystemsInc.
Multiple Pulse Cartridge IgnitionSystem	USA	7047885	23-May-2006	09/503524	14-Feb-2000	Alliant/ARDEC
Projectile Structure	USA	7051659	30-May-2006	10/164718	10-Jun-2002	AlliantTechsystemsInc.
Reduced Sensitivity, Melt-PourableTNT Replacements	USA	7067024	27-Jun-2006	09/893337	27-Jun-2001	AlliantTechsystemsInc.
Fiber-Reinforced Rocket MotorInsulation	USA	7070705	04-Jul-2006	10/772877	05-Feb-2004	AlliantTechsystemsInc.
Apparatus and Method ForMeasuring Stress at an Interface	USA	7077011	18-Jul-2006	10/763486	23-Jan-2004	AlliantTechsystemsInc.
Multi-Layered Momentum TrapBallistic Armor	USA	7077048	18-Jul-2006	10/805955	22-Mar-2004	ATK/SWRI/IRA
Radar-Filtered Projectile	USA	7079070	18-Jul-2006	10/215475	15-Apr-2002	AlliantTechsystemsInc.
Digital Signal Gating Apparatus andMethod in a Pulse Receiver System	USA	7082172	25-Jul-2006	10/268170	09-Oct-2002	AlliantTechsystemsInc.
Honeycomb Core Composite Articleand Method and Apparatus ForMaking Same	USA	7083753	01-Aug-2006	10/737687	16-Dec-2003	CompositeOptics,Incorporated
Method And Apparatus For CreatingA Simulated Particle Pack	USA	7085689	01-Aug-2006	09/805606	12-Mar-2001	AlliantTechsystemsInc.
Radio Frequency Component andMethod For Making Same	USA	7095379	22-Aug-2006	10/164990	06-Jun-2002	CompositeOptics,Incorporated andNASA
Method For Recovery Of NitraminesFrom Aluminized Energetic Materials	USA	7101449	05-Sep-2006	10/646419	22-Aug-2003	AlliantTechsystemsInc.
Synthesis of EnergeticThermoplastic ElastomersContaining Both Polyoxirane andPolyoxetane Blocks	USA	7101955	05-Sep-2006	09/436360	09-Nov-1999	AlliantTechsystemsInc.
Mixing Equipment Sealing Device	USA	7121716	17-Oct-2006	10/813180	30-Mar-2004	AlliantTechsystemsInc.
Method and Apparatus ForAutonomous Detonation Delay inMunitions	USA	7124689	24-Oct-2006	10/994754	22-Nov-2004	AlliantTechsystemsInc.
System For Performing CoupledFinite Analysis	USA	7127380	24-Oct-2006	10/005752	07-Nov-2001	AlliantTechsystemsInc.

70

		Patent		Application
Title	Country	Number	Issue Date	Number	Filing Date	Owner Name
Polycyclic, Polyamides AsPrecursors For Energetic PolycyclicPolynitramine Oxidizers	USA	7129348	31-Oct-2006	07/292028	21-Dec-1988	AlliantTechsystemsInc.
System and Method For OpticalCommunication	USA	7149434	12-Dec-2006	10/107528	25-Mar-2002	MissionResearchCorporation
Pulse Sorting Apparatus ForFrequency Histogramming in aRadar Receiver System	USA	7184493	27-Feb-2007	10/270864	15-Oct-2002	AlliantTechsystemsInc.
Method For Detection of MediaLayer By a Penetrating Weapon andRelated Apparatus and Systems	USA	7197982	03-Apr-2007	11/147980	08-Jun-2005	AlliantTechsystemsInc.
Low Profile Handle	USA	D391143	24-Feb-1998	29/060737	04-Oct-1996	FederalCartridgeCompany
Bezel	USA	D393636	21-Apr-1998	29/035635	03-Mar-1995	FederalCartridgeCompany
Solid Propellant Rocket Motor WithFusible End Closure Holder	USA	SIR H1144	02-Mar-1993	07/593725	04-Oct-1990	AlliantTechsystemsInc.

Pending

Application
Number	Filing Date	Owner Name
06/355637	08-Mar-1982	Alliant Techsystems Inc.
06/413951	30-Aug-1982	Alliant Techsystems Inc.
06/436918	24-Sep-1982	Alliant Techsystems Inc.
06/465701	10-Feb-1983	Alliant Techsystems Inc.
06/537126	29-Sep-1983	Alliant Techsystems Inc.
06/641086	15-Aug-1984	Alliant Techsystems Inc.
06/901083	28-Jul-1986	Alliant Techsystems Inc.
07/030324	26-Mar-1987	Alliant Techsystems Inc.
07/081921	29-Jun-1987	Alliant Techsystems Inc.
07/149035	23-Dec-1987	Alliant Techsystems Inc.
07/173793	28-Mar-1988	Alliant Techsystems Inc.
07/180426	13-Apr-1988	Alliant Techsystems Inc.
07/293398	04-Jan-1989	Alliant Techsystems Inc.
07/354542	19-May-1989	Alliant Techsystems Inc.
07/368851	23-May-1989	Alliant Techsystems Inc.
07/451717	29-Nov-1989	Alliant Techsystems Inc.
07/479297	13-Feb-1990	Alliant Techsystems Inc.
07/518974	04-May-1990	Alliant Techsystems Inc.
07/561800	02-Aug-1990	Alliant Techsystems Inc.
07/584210	18-Sep-1990	Alliant Techsystems Inc.
07/675291	26-Mar-1991	Alliant Techsystems Inc.

71

Application
Number	Filing Date	Owner Name
07/699383	13-May-1991	Alliant Techsystems Inc.
07/801070	03-Dec-1991	Alliant Techsystems Inc.
07/811278	20-Dec-1991	COI Ceramics, Inc.
07/936425	11-Aug-1992	Alliant Techsystems Inc.
08/204044	30-Dec-1993	Alliant Techsystems Inc.
08/237806	04-May-1994	Alliant Techsystems Inc.
08/335057	04-Nov-1994	Alliant Techsystems Inc.
08/535551	28-Sep-1995	Alliant Techsystems Inc.
08/677907	10-Jul-1996	Alliant Techsystems Inc.
08/936439	15-Jul-1997	Alliant Techsystems Inc.
09/015698	29-Jan-1998	Alliant Techsystems Inc.
09/105246	26-Jun-1998	Alliant Techsystems Inc.
09/267100	12-Mar-1999	Alliant Techsystems Inc.
09/771521	18-Jan-2001	Alliant Techsystems Inc.
09/795690	28-Feb-2001	Alliant Techsystems Inc.
09/883891	18-Jun-2001	Alliant Techsystems Inc.
09/954126	17-Sep-2001	Alliant Techsystems Inc.
10/005720	07-Nov-2001	Alliant Techsystems Inc.
10/046008	11-Jan-2002	Alliant Techsystems Inc.
10/113135	29-Mar-2002	Alliant Techsystems Inc.
10/117314	05-Apr-2002	AEC-Able Engineering Co., Inc.
10/208518	30-Jul-2002	Alliant Techsystems Inc.
10/264763	04-Oct-2002	Alliant Techsystems Inc.
10/338775	07-Jan-2003	Alliant Techsystems Inc.
10/350290	22-Jan-2003	Alliant Techsystems Inc.
10/370745	24-Feb-2003	Alliant Techsystems Inc.
10/369488	24-Feb-2003	Alliant Techsystems Inc.
10/444056	22-May-2003	Alliant Techsystems Inc.
10/462437	16-Jun-2003	Alliant Techsystems Inc.
10/608830	26-Jun-2003	Alliant Techsystems Inc.
10/631545	31-Jul-2003	Alliant Techsystems Inc./ARDEC
10/633025	01-Aug-2003	Alliant Techsystems Inc.
10/636373	06-Aug-2003	Alliant Techsystems Inc.
10/721697	25-Nov-2003	Alliant Techsystems Inc.
10/727093	02-Dec-2003	Alliant Techsystems Inc.
10/727088	02-Dec-2003	Alliant Techsystems Inc.
10/728733	05-Dec-2003	Alliant Techsystems Inc.
10/731774	08-Dec-2003	Alliant Techsystems Inc.
10/733499	10-Dec-2003	Alliant Techsystems Inc.
10/734726	12-Dec-2003	AEC-Able Engineering Co., Inc.
10/744930	22-Dec-2003	Alliant Techsystems Inc.
10/756192	13-Jan-2004	Alliant Techsystems Inc./ARDEC
10/783867	19-Feb-2004	Alliant Techsystems Inc.
10/792206	02-Mar-2004	COI Ceramics, Inc.
10/801948	15-Mar-2004	Alliant Techsystems Inc.

72

Application
Number	Filing Date	Owner Name
10/837952	03-May-2004	Alliant Techsystems Inc.
10/858809	02-Jun-2004	Alliant Techsystems Inc.
10/870889	16-Jun-2004	Alliant Techsystems Inc.
10/891958	15-Jul-2004	Alliant Techsystems Inc.
10/903871	30-Jul-2004	Alliant Techsystems Inc.
10/913182	05-Aug-2004	Alliant Techsystems Inc./ARDEC
10/915210	10-Aug-2004	Alliant Techsystems Inc.
10/929931	30-Aug-2004	Alliant Techsystems Inc.
10/931778	31-Aug-2004	Alliant Techsystems Inc.
10/938446	10-Sep-2004	Alliant Techsystems Inc.
10/969194	17-Sep-2004	Alliant Techsystems Inc.
10/984337	08-Nov-2004	Alliant Techsystems Inc.
10/994497	22-Nov-2004	Alliant Techsystems Inc.
10/995883	23-Nov-2004	Alliant Techsystems Inc./ARDEC
11/014524	16-Dec-2004	Alliant Techsystems Inc.
11/079925	14-Mar-2005	Alliant Techsystems Inc.
11/080357	15-Mar-2005	Alliant Techsystems Inc.
11/091661	28-Mar-2005	Alliant Techsystems Inc.
11/093633	30-Mar-2005	Alliant Techsystems Inc.
11/109491	19-Apr-2005	Army Research Laboratory
11/148955	09-Jun-2005	Alliant Techsystems Inc.
11/156774	20-Jun-2005	Alliant Techsystems Inc.
11/170261	29-Jun-2005	Alliant Techsystems Inc.
11/207855	18-Aug-2005	Alliant Techsystems Inc.
11/207850	18-Aug-2005	Alliant Techsystems Inc.
11/213416	26-Aug-2005	Alliant Techsystems Inc.
11/228469	15-Sep-2005	COI Ceramics, Inc.
11/163119	05-Oct-2005	Alliant Techsystems Inc.
11/249143	11-Oct-2005	AEC-Able Engineering Co., Inc.
11/163271	12-Oct-2005	Alliant Techsystems Inc.
11/163446	19-Oct-2005	Alliant Techsystems Inc.
11/271359	09-Nov-2005	Alliant Techsystems Inc./ARDEC
11/284511	22-Nov-2005	Alliant Techsystems Inc.
11/329201	09-Jan-2006	Alliant Techsystems Inc.
11/329215	10-Jan-2006	Alliant Techsystems Inc.
11/341738	27-Jan-2006	Alliant Techsystems Inc.
11/341706	27-Jan-2006	Alliant Techsystems Inc.
11/342736	30-Jan-2006	Alliant Techsystems Inc.
11/348537	06-Feb-2006	Alliant Techsystems Inc.
11/354191	14-Feb-2006	Alliant Techsystems Inc.
11/357716	16-Feb-2006	COI Ceramics, Inc.
11/362442	24-Feb-2006	Alliant Techsystems Inc.
11/367000	02-Mar-2006	Alliant Techsystems Inc.
11/366252	02-Mar-2006	Alliant Techsystems Inc.
11/369908	07-Mar-2006	Alliant Techsystems Inc.

73

Application
Number	Filing Date	Owner Name
11/400718	07-Apr-2006	Alliant Techsystems Inc.
11/409257	21-Apr-2006	Alliant Techsystems Inc.
11/431387	09-May-2006	Alliant Techsystems Inc.
11/432021	11-May-2006	Alliant Techsystems Inc.
11/435375	16-May-2006	Alliant Techsystems Inc.
11/435366	16-May-2006	Alliant Techsystems Inc.
11/435382	16-May-2006	Alliant Techsystems Inc.
11/435298	16-May-2006	Alliant Techsystems Inc.
11/437006	17-May-2006	Alliant Techsystems Inc.
11/438084	19-May-2006	Alliant Techsystems Inc.
11/442677	25-May-2006	Alliant Techsystems Inc.
11/445910	02-Jun-2006	Alliant Techsystems Inc.
11/476455	28-Jun-2006	Alliant Techsystems Inc.
11/482881	07-Jul-2006	Alliant Techsystems Inc.
11/502974	11-Aug-2006	Alliant Techsystems Inc./RadioRX
11/502810	11-Aug-2006	Alliant Techsystems Inc./RadioRX
11/504977	16-Aug-2006	Alliant Techsystems Inc.
11/512058	29-Aug-2006	Alliant Techsystems Inc.
11/536574	28-Sep-2006	Alliant Techsystems Inc.
11/538763	04-Oct-2006	Alliant Techsystems Inc.
11/553361	26-Oct-2006	Alliant Techsystems Inc.
60/863081	26-Oct-2006	ATK/University of California, Santa Barbara
11/553752	27-Oct-2006	Alliant Techsystems Inc.
11/555029	31-Oct-2006	Alliant Techsystems Inc.
11/556988	06-Nov-2006	Alliant Techsystems Inc./Columbia University
11/559867	14-Nov-2006	Alliant Techsystems Inc.
11/560991	17-Nov-2006	Alliant Techsystems Inc.
11/564714	29-Nov-2006	Alliant Techsystems Inc.
60/875323	15-Dec-2006	Alliant Techsystems Inc.
11/613441	20-Dec-2006	Alliant Techsystems Inc.
11/613497	20-Dec-2006	Alliant Techsystems Inc.
11/620205	05-Jan-2007	Alliant Techsystems Inc.
11/677638	22-Feb-2007	Alliant Techsystems Inc.

II. Domain Names and Trademarks

Trademark Name	Owner	Country	Application Number	File Date	Registration Number	Registration Date	Last Renewal Date
GREEN DOT	Alliant Techsystems Inc.	USA	224742	02-Aug-1965	816827	18-Oct-1966	18-Oct-2006
RELODER (Stylized)	Alliant Techsystems Inc.	USA	224743	02-Aug-1965	816481	11-Oct-1966	11-Oct-2006
INFALLIBLE	Alliant Techsystems Inc.	USA	552322	05-Dec-1947	514175	23-Aug-1949	23-Aug-1989
BULLS EYE	Alliant Techsystems Inc.	USA	71/021649	18-Aug-1906	61982	16-Apr-1907	16-Apr-1987

74

							Last
			Application		Registration	Registration	Renewal
Trademark Name	Owner	Country	Number	File Date	Number	Date	Date
UNIQUE	Alliant Techsystems Inc.	USA	71/077286	07-Apr-1914	99306	25-Aug-1914	25-Aug-2004
HERCO	Alliant Techsystems Inc.	USA	71/238655	15-Oct-1926	225253	15-Mar-1927	15-Mar-2007
MONARK	Alliant Techsystems Inc.	USA	71/554221	09-Apr-1948	509767	10-May-1949	10-May-1989
JON-E'	Alliant Techsystems Inc.	USA	71/569548	29-Nov-1948	529119	15-Aug-1950	15-Aug-2000
AMERICAN EAGLE	Federal Cartridge	USA	71/638197	17-Nov-1952	577427	14-Jul-1953	14-Jul-2003
AMERICAN EAGLE Design	Federal Cartridge	USA	71/657271	02-Dec-1953	595057	14-Sep-1954	14-Sep-2004
THIOKOL	Alliant Techsystems Inc.	USA	72/009306	29-May-1956	654307	12-Nov-1997	12-Nov-1997
BAR BOUY	Alliant Techsystems Inc.	USA	72/056753	07-Aug-1958	679813	09-Jun-1959	09-Jun-1999
THIOKOL	Alliant Techsystems Inc.	USA	72/061136	22-Oct-1958	678853	19-May-1959	19-May-1999
GUNSLICK	Alliant Techsystems Inc.	USA	72/075577	11-Jun-1959	699543	14-Jun-1960	14-Jun-2000
GUNSLICK	Alliant Techsystems Inc.	USA	72/098021	27-May-1960	714592	02-May-1961	02-May-2001
GUNSLICK	Alliant Techsystems Inc.	USA	72/098022	27-May-1960	714735	02-May-1961	02-May-2001
GUNSLICK	Alliant Techsystems Inc.	USA	72/098023	27-May-1960	713048	28-Mar-1961	28-Mar-2001
PERRINE	Alliant Techsystems Inc.	USA	72/105041	23-Sep-1960	719943	15-Aug-1961	15-Aug-2001
PLINKER	Alliant Techsystems Inc.	USA	72/116929	31-Mar-1961	726419	16-Jan-1962	16-Jan-2002
Federal CartridgeERAL	Federal Cartridge	USA	72/121373	05-Jun-1961	729938	17-Apr-1962	17-Apr-2002
TIP-OFF	Alliant Techsystems Inc.	USA	72/153042	12-Sep-1962	754116	06-Aug-1963	06-Aug-2003
HI-SHOK	Alliant Techsystems Inc.	USA	72/160415	19-Jan-1963	765673	25-Feb-1964	25-Feb-2004
AMERICAN EAGLE	Federal Cartridge	USA	72/182715	10-Dec-1963	781203	08-Dec-1964	08-Dec-2004
AMERICAN EAGLE Design	Federal Cartridge	USA	72/182716	10-Dec-1963	782263	29-Dec-1964	29-Dec-2004
AMERICAN EAGLE & Design	Federal Cartridge	USA	72/182717	10-Dec-1963	783485	19-Jan-1965	19-Jan-2005
AMERICAN EAGLE	Federal Cartridge	USA	72/221809	23-Jun-1965	808747	24-May-1966	26-May-2006
AMERICAN EAGLE Design	Federal Cartridge	USA	72/221810	23-Jun-1965	808748	24-May-1966	24-May-2006
AMERICAN EAGLE & Design	Federal Cartridge	USA	72/221874	23-Jun-1965	808014	10-May-1966	10-May-2006
RCBS	Alliant Techsystems Inc.	USA	72/228073	17-Sep-1965	820178	13-Dec-1966	13-Dec-2006
CCI	Alliant Techsystems Inc.	USA	72/229496	07-Oct-1965	831313	04-Jul-1967	04-Jul-1987
HI-SHOK	Alliant Techsystems Inc.	USA	72/321207	10-Mar-1969	891883	02-Jun-1970	02-Jun-2000
DUCK Design	Federal Cartridge	USA	72/330264	17-Jun-1969	907400	09-Feb-1971	09-Feb-2001
Federal CartridgeERAL & Duck Design	Federal Cartridge	USA	72/330266	17-Jun-1969	908894	02-Mar-1971	02-Mar-2001
DUCK Design	Federal Cartridge	USA	72/330271	17-Jun-1969	907401	09-Feb-1971	09-Feb-2001
TRIPLE-PLUS	Federal Cartridge	USA	72/370088	08-Sep-1970	920023	14-Sep-1971	14-Sep-2001
BLUE DOT	Alliant Techsystems Inc.	USA	72/439174	24-Oct-1972	971715	30-Oct-1973	30-Oct-2003

75

							Last
			Application		Registration	Registration	Renewal
Trademark Name	Owner	Country	Number	File Date	Number	Date	Date
CHAIN GUN	Alliant Techsystems Inc.	USA	73/027311	22-Jul-1974	1047223	31-Aug-1976	31-Aug-2006
LUBE-A-MATIC	Alliant Techsystems Inc.	USA	73/045235	26-Feb-1975	1034650	02-Mar-1976	02-Mar-2006
CHAMPION	Alliant Techsystems Inc.	USA	73/086683	10-May-1976	1054411	14-Dec-1976	14-Dec-2006
SPEER & Design	Alliant Techsystems Inc.	USA	73/130800	17-Jun-1977	1102083	12-Sep-1978	12-Sep-1998
SPEER	Alliant Techsystems Inc.	USA	73/135772	29-Jul-1977	1101411	05-Sep-1978	05-Sep-1998
NYCLAD	Federal Cartridge	USA	73/191115	27-Oct-1978	1148863	24-Mar-1981	24-Mar-2001
PREMIUM (Stylized)	Federal Cartridge	USA	73/200036	15-Jan-1979	1298731	02-Oct-1984	02-Oct-2004
GOLD MEDAL	Federal Cartridge	USA	73/235671	18-Oct-1979	1155509	26-May-1981	26-May-2001
ORBEX	Alliant Techsystems Inc.	USA	73/276843	08-Sep-1980	1226681	08-Feb-1983	08-Feb-2003
O & DESIGN	Alliant Techsystems Inc.	USA	73/276900	08-Sep-1980	1189479	09-Feb-1982	09-Feb-2002
ORBEX	Alliant Techsystems Inc.	USA	73/276903	08-Sep-1980	1189222	09-Feb-1982	09-Feb-2002
O & DESIGN	Alliant Techsystems Inc.	USA	73/276937	08-Sep-1980	1172163	06-Oct-1981	06-Oct-2001
ORBEX	Alliant Techsystems Inc.	USA	73/276942	08-Sep-1980	1195816	18-May-1982	18-May-2002
ORBEX	Alliant Techsystems Inc.	USA	73/278298	18-Sep-1980	1194957	11-May-1982	11-May-2002
CADDIE-BUOY	Alliant Techsystems Inc.	USA	73/341460	14-Dec-1981	1236373	03-May-1983	03-May-2003
DRINK-BUOY	Alliant Techsystems Inc.	USA	73/341461	14-Dec-1981	1249869	30-Aug-1983	30-Aug-2003
SAIL-BUOY	Alliant Techsystems Inc.	USA	73/341685	14-Dec-1981	1242126	14-Jun-1983	14-Jun-2003
BLAZER	Alliant Techsystems Inc.	USA	73/346687	22-Jan-1982	1232643	29-Mar-1983	29-Mar-2003
BIKE-BUOY	Alliant Techsystems Inc.	USA	73/370104	17-Jun-1982	1253801	11-Oct-1983	11-Oct-2003
GOLF-BUOY	Alliant Techsystems Inc.	USA	73/416897	11-Mar-1983	1277037	08-May-1984	08-May-2004
RED DOT	Alliant Techsystems Inc.	USA	73/439459	15-Aug-1983	1298733	02-Oct-1984	02-Oct-2004
MICRO CRAFT	Alliant Techsystems Inc.	USA	73/479984	11-May-1984	1355807	20-Aug-1985	20-Aug-2005
PRECISIONEERED	Alliant Techsystems Inc.	USA	73/488051	02-Jul-1984	1368571	05-Nov-1985	05-Nov-2005
RAM-LINE	Alliant Techsystems Inc.	USA	73/488908	09-Jul-1984	1346021	02-Jul-1985	02-Jul-2005
WEI	Alliant Techsystems Inc.	USA	73/675571	30-Jul-1987	1480802	15-Mar-1988
VARMINTER	Alliant Techsystems Inc.	USA	73/685946	24-Sep-1987	1570827	12-Dec-1989	12-Dec-1999
SCORE KEEPER	Alliant Techsystems Inc.	USA	73/729519	17-May-1988	1521117	17-Jan-1989
CLASSIC HI-BRASS	Alliant Techsystems Inc.	USA	73/799199	11-May-1989	1595232	08-May-1990	08-May-2000
EXTRA-LITE	Alliant Techsystems Inc.	USA	73/799282	11-May-1989	1567701	21-Nov-1989	21-Nov-1999
OUTERS	Alliant Techsystems Inc.	USA	73/804844	05-Jun-1989	1632806	29-Jan-1991	29-Jan-2001
TOP GUN (Stylized)	Alliant Techsystems Inc.	USA	73/816672	03-Aug-1989	1645931	28-May-1991	28-May-2001
HI-BRASS	Alliant Techsystems Inc.	USA	73/816683	03-Aug-1989	1596295	15-May-1990	15-May-2000
HI-POWER	Alliant Techsystems Inc.	USA	73/826026	18-Sep-1989	1607415	24-Jul-1990	24-Jul-2000

76

							Last
			Application		Registration	Registration	Renewal
Trademark Name	Owner	Country	Number	File Date	Number	Date	Date
AMERICAN EAGLE (STYLIZED)	Alliant Techsystems Inc.	USA	73/826420	19-Sep-1989	1600686	12-Jun-1990	12-Jun-2000
NYCLAD & Design	Alliant Techsystems Inc.	USA	73/826951	22-Sep-1989	1594111	01-May-1990	01-May-2000
HYDRA-SHOK	Alliant Techsystems Inc.	USA	73/827192	25-Sep-1989	1594112	01-May-1990	01-May-2000
TMJ	Alliant Techsystems Inc.	USA	73/833272	23-Oct-1989	1600687	12-Jun-1990	12-Jun-2000
MAXI MAG	Alliant Techsystems Inc.	USA	73/833273	23-Oct-1989	1600688	12-Jun-1990	12-Jun-2000
LAWMAN	Alliant Techsystems Inc.	USA	73/833277	23-Oct-1989	1768573	04-May-1993	04-May-2003
GREEN TAG	Alliant Techsystems Inc.	USA	73/833278	23-Oct-1989	1624729	27-Nov-1990	27-Nov-2000
STINGER	Alliant Techsystems Inc.	USA	73/833352	23-Oct-1989	1608156	31-Jul-1990	31-Jul-2000
HUNTERS FOR CONSERVATION	Alliant Techsystems Inc.	USA	74/099719	24-Sep-1990	1697216	23-Jun-1992	23-Jun-2002
AMMOMASTER	Alliant Techsystems Inc.	USA	74/107890	22-Oct-1990	1690080	02-Jun-1992	02-Jun-2002
EAGLE DESIGN	Alliant Techsystems Inc.	USA	74/124723	17-Dec-1990	1673392	28-Jan-1992	28-Jan-2002
AMERICAN EAGLE & Design	Federal Cartridge	USA	74/130306	14-Jan-1991	1671071	07-Jan-1992	07-Jan-2002
GOLD MEDAL (Stylized)	Federal Cartridge	USA	74/319397	02-Oct-1992	1909268	01-Aug-1995	01-Aug-2005
GOLD MEDAL	Alliant Techsystems Inc.	USA	74/319717	05-Oct-1992	1820567	08-Feb-1994	08-Feb-2004
PREMIUM SAFARI	Alliant Techsystems Inc.	USA	74/326416	29-Oct-1992	1778868	29-Jun-1993	29-Jun-2003
AMERICAN SPORTER	Alliant Techsystems Inc.	USA	74/335989	02-Dec-1992	1826448	15-Mar-1994	15-Mar-2004
CASTOR 120	ATK Thiokol Inc.	USA	74/339107	11-Dec-1992	1851878	30-Aug-1994	30-Aug-2004
CASTOR	ATK Thiokol Inc.	USA	74/339378	11-Dec-1992	1851879	30-Aug-1994	30-Aug-2004
UNI-COR	Alliant Techsystems Inc.	USA	74/363505	26-Feb-1993	1797732	12-Oct-1993	12-Oct-2003
GOLD DOT	Alliant Techsystems Inc.	USA	74/363507	26-Feb-1993	1898839	13-Jun-1995	13-Jun-2005
CLEAN-FIRE	Alliant Techsystems Inc.	USA	74/363518	26-Feb-1993	1825074	08-Mar-1994	08-Mar-2004
UC (In Circle)	Alliant Techsystems Inc.	USA	74/363605	26-Feb-1993	1812059	21-Dec-1993	21-Dec-2003
FLIGHT MASTER	Alliant Techsystems Inc.	USA	74/422519	06-Aug-1993	1894659	16-May-1995	16-May-2005
TRIM PRO	Alliant Techsystems Inc.	USA	74/515949	20-Apr-1994	1962369	12-Mar-1996	12-Mar-2006
CASE MASTER	Alliant Techsystems Inc.	USA	74/516109	20-Apr-1994	1885925	28-Mar-1995	28-Mar-2005
CASE SLICK	Alliant Techsystems Inc.	USA	74/516120	20-Apr-1994	1892898	09-May-1995	09-May-2005
POW'R PULL	Alliant Techsystems Inc.	USA	74/516123	20-Apr-1994	1888379	11-Apr-1995	11-Apr-2005
Federal CartridgeERAL WING & CLAY	Alliant Techsystems Inc.	USA	74/539687	20-Jun-1994	2141197	03-Mar-1998
TACTICAL	Alliant Techsystems Inc.	USA	74/680859	30-May-1995	2091808	26-Aug-1997
2400	Alliant Techsystems Inc.	USA	74/731661	20-Sep-1995	2062642	20-May-1997
POWER PISTOL	Alliant Techsystems Inc.	USA	74/731662	20-Sep-1995	2079998	15-Jul-1997
ALLIANT POWDER & Design	Alliant Techsystems Inc.	USA	74/731664	20-Sep-1995	2002913	24-Sep-1996	24-Sep-2006

77

							Last
			Application		Registration	Registration	Renewal
Trademark Name	Owner	Country	Number	File Date	Number	Date	Date
APS	Alliant Techsystems Inc.	USA	74/733366	22-Sep-1995	2080002	15-Jul-1997
MULTI-PURPOSE	Alliant Techsystems Inc.	USA	75/022160	20-Nov-1995	2045204	11-Mar-1997
TOXIC-METAL FREE	Federal Cartridge	USA	75/027144	04-Dec-1995	2018517	19-Nov-1996	19-Nov-2006
BALLISTICLEAN (Stylized)	Alliant Techsystems Inc.	USA	75/027145	04-Dec-1995	2012000	29-Oct-1996	29-Oct-2006
EXTRA-LITE	Federal Cartridge	USA	75/043088	16-Jan-1996	2017887	19-Nov-1996	19-Nov-2006
AMERICAN SELECT & Design	Alliant Techsystems Inc.	USA	75/051385	31-Jan-1996	2240937	20-Apr-1999
NONTOXIC LEAD FREE & Design	Alliant Techsystems Inc.	USA	75/066814	04-Mar-1996	2165014	16-Jun-1998
PREMIUM	Alliant Techsystems Inc.	USA	75/089284	16-Apr-1996	2047681	25-Mar-1997
BUSHMASTER	Alliant Techsystems Inc.	USA	75/166423	16-Sep-1996	2168336	23-Jun-1998
PERSONAL DEFENSE	Alliant Techsystems Inc.	USA	75/200915	20-Nov-1996	2112332	11-Nov-1997
Federal CartridgeERAL PREMIUM SAFARI	Alliant Techsystems Inc.	USA	75/212225	12-Dec-1996	2125468	30-Dec-1997
SYN-TECH	Alliant Techsystems Inc.	USA	75/223112	08-Jan-1997	2196472	13-Oct-1998
STEEL	Alliant Techsystems Inc.	USA	75/381818	30-Oct-1997	2322545	22-Feb-2000
RC-130	Alliant Techsystems Inc.	USA	75/436601	18-Feb-1998	2245875	18-May-1999
ALLIANT POWDER TECHNICALLY SUPERIOR BY DESIGN	Alliant Techsystems Inc.	USA	75/505287	19-Jun-1998	2375888	08-Aug-2000
TECHNICALLY SUPERIOR BY DESIGN	Alliant Techsystems Inc.	USA	75/505575	19-Jun-1998	2683928	04-Feb-2003
WHEEL Design	Alliant Techsystems Inc.	USA	75/563730	05-Oct-1998	2669449	31-Dec-2002
PROMO	Alliant Techsystems Inc.	USA	75/574681	21-Oct-1998	2360820	20-Jun-2000
Alliant Techsystems Inc.	Alliant Techsystems Inc.	USA	75/640985	16-Feb-1999	2782133	11-Nov-2003
ALLIANT MEDIA	Alliant Techsystems Inc.	USA	75/662813	11-Mar-1999	2598400	23-Jul-2002
Alliant Techsystems Inc. ALLIANT TECHSYSTEMS & Design	Alliant Techsystems Inc.	USA	75/675705	26-Mar-1999	2779766	04-Nov-2003
KNOCKDOWN POWER	Federal Cartridge	USA	75/684647	16-Apr-1999	2420247	09-Jan-2001
DEEP-SHOK	Alliant Techsystems Inc.	USA	75/684648	16-Apr-1999	2472138	24-Jul-2001
GOLD MEDAL	Federal Cartridge	USA	75/707193	17-May-1999	2332839	21-Mar-2000
Federal CartridgeERAL PREMIUM	Federal Cartridge	USA	75/707288	17-May-1999	2359927	20-Jun-2000
RHT	Alliant Techsystems Inc.	USA	75/711697	21-May-1999	2416529	26-Dec-2000
PREMIUM	Alliant Techsystems Inc.	USA	75/716522	24-May-1999	2401652	07-Nov-2000
CASTCORE	Alliant Techsystems Inc.	USA	75/757183	22-Jul-1999	2545317	05-Mar-2002
NDEVIEWER	Alliant Techsystems Inc.	USA	75/852091	17-Nov-1999	2619087	10-Sep-2002
PRO 2000	Alliant Techsystems Inc.	USA	75/882162	27-Dec-1999	2548145	12-Mar-2002

78

							Last
			Application		Registration	Registration	Renewal
Trademark Name	Owner	Country	Number	File Date	Number	Date	Date
THE POWER PATTERN SYSTEM	Alliant Techsystems Inc.	USA	75/897397	14-jan-2000	2514162	04-Dec-2001
SPEER & Design	Alliant Techsystems Inc.	USA	75/921690	17-Feb-2000	2501004	23-Oct-2001
SUPER SPORT	Alliant Techsystems Inc.	USA	75/931196	29-Feb-2000	2575149	04-Jun-2002
HIGH VELOCITY 8 BALL BUCKSHOT	Alliant Techsystems Inc.	USA	75/931255	29-Feb-2000	2584369	25-Jun-2002
ESTATE CARTRIDGE ECI & Design	Alliant Techsystems Inc.	USA	75/931431	29-Feb-2000	2419305	09-Jan-2001
ESTATE CARTRIDGE INC.	Alliant Techsystems Inc.	USA	75/931432	29-Feb-2000	2419306	09-Jan-2001
TNT	Alliant Techsystems Inc.	USA	75/940859	09-Mar-2000	2475437	07-Aug-2001
IDAHO TERRITORY BULLETS	Alliant Techsystems Inc.	USA	75/955165	07-Mar-2000	2672653	07-Jan-2003
X DIE	Alliant Techsystems Inc.	USA	76/090336	17-Jul-2000	2563180	23-Apr-2002
GOLD DOT	Alliant Techsystems Inc.	USA	76/169278	21-Nov-2000	2512419	27-Nov-2001
TRAILBLAZER	Alliant Techsystems Inc.	USA	76/177955	08-Dec-2000	2574516	28-May-2002
COMPOSITE OPTICS, INCORPORATED	Alliant Techsystems Inc.	USA	76/236999	09-Apr-2001	2567187	07-May-2002
LL & Design	Alliant Techsystems Inc.	USA	76/282205	09-Jul-2001	2644346	29-Oct-2002
COI	Alliant Techsystems Inc.	USA	76/294759	01-Aug-2001	2648892	12-Nov-2002
RELODER	Alliant Techsystems Inc.	USA	76/310844	10-Sep-2001	2778346	28-Oct-2003
RELODER 10X	Alliant Techsystems Inc.	USA	76/312651	12-Sep-2001	2967513	12-Jul-2005
RIMFIRE VELOCITOR AMMUNITION AND DESIGN	Alliant Techsystems Inc.	USA	76/389940	02-Apr-2002	2720888	03-Jun-2003
410	Alliant Techsystems Inc.	USA	78/149187	31-Jul-2002	2803714	06-Jan-2004
D-tect	Mission Research Corporation	USA	78/184461	13-Nov-2002	2933990	15-Mar-2005
rad-D	Mission Research Corporation	USA	78/184472	13-Nov-2002	2933991	15-Mar-2005
mini rad-D	Mission Research Corporation	USA	78/184478	13-Nov-2002	2938796	05-Apr-2005
RAD-ID	Mission Research Corporation	USA	78/184500	13-Nov-2002	2924151	01-Feb-2005
CAPE SHOK	Alliant Techsystems Inc.	USA	78/218021	24-Feb-2003	2919884	18-Jan-2005
VITAL SHOK	Alliant Techsystems Inc.	USA	78/218028	24-Feb-2003	2919885	18-Jan-2005
V SHOK	Alliant Techsystems Inc.	USA	78/218036	24-Feb-2003	2919887	18-Jan-2005
MAG SHOK	Alliant Techsystems Inc.	USA	78/218042	24-Feb-2003	3163337	24-Oct-2006
ULTRA SHOK	Alliant Techsystems Inc.	USA	78/218046	24-Feb-2003	2919888	18-Jan-2005
WING SHOK	Alliant Techsystems Inc.	USA	78/218052	24-Feb-2003	2921576	25-Jan-2005
POWER SHOK	Alliant Techsystems Inc.	USA	78/218058	24-Feb-2003	2919889	18-Jan-2005
SPEED SHOK	Alliant Techsystems Inc.	USA	78/218070	24-Feb-2003	2919890	18-Jan-2005
GAME SHOK	Alliant Techsystems Inc.	USA	78/218074	24-Feb-2003	2919891	18-Jan-2005

79

							Last
			Application		Registration	Registration	Renewal
Trademark Name	Owner	Country	Number	File Date	Number	Date	Date
HOT-COR	Alliant Techsystems Inc.	USA	78/224157	11-Mar-2003	2853645	15-Jun-2004
HOT-COR & Design	Alliant Techsystems Inc.	USA	78/224195	11-Mar-2003	2857960	29-Jun-2004
RCBS	Alliant Techsystems Inc.	USA	78/272013	09-Jul-2003	2988933	30-Aug-2005
RCBS	Alliant Techsystems Inc.	USA	78/272016	09-Jul-2003	2984983	16-Aug-2005
RCBS	Alliant Techsystems Inc.	USA	78/272019	09-Jul-2003	2994209	13-Sep-2005
RCBS	Alliant Techsystems Inc.	USA	78/272027	09-Jul-2003	2910629	14-Dec-2004
KICM	Alliant Techsystems Inc.	USA	78/286411	12-Aug-2003	3024414	06-Dec-2005
SHOCKWAVE Logo	Federal Cartridge	USA	78/313162	14-Oct-2003	3012085	01-Nov-2005
ROCK STEADY	Alliant Techsystems Inc.	USA	78/322165	03-Nov-2003	3030244	13-Dec-2005
STEADY RAX	Alliant Techsystems Inc.	USA	78/322438	03-Nov-2003	2980846	02-Aug-2005
ROCK MOUNT	Alliant Techsystems Inc.	USA	78/329822	19-Nov-2003	3114905	11-Jul-2006
QUAD LOCK	Alliant Techsystems Inc.	USA	78/329826	19-Nov-2003	3069054	14-Mar-2006
LOW RECOIL & Design	Federal Cartridge	USA	78/330306	19-Nov-2003	2995934	13-Sep-2005
VISISHOT	Alliant Techsystems Inc.	USA	78/330833	20-Nov-2003	2974196	19-Jul-2005
HIGH FLY	Alliant Techsystems Inc.	USA	78/331428	21-Nov-2003	3021839	29-Nov-2005
SKYBIRD	Alliant Techsystems Inc.	USA	78/331431	21-Nov-2003	3002755	27-Sep-2005
MATCHBIRD	Alliant Techsystems Inc.	USA	78/331435	21-Nov-2003	2988176	23-Aug-2005
STEADY POD	Alliant Techsystems Inc.	USA	78/331996	24-Nov-2003	3064327	28-Feb-2006
STALK STICK	Alliant Techsystems Inc.	USA	78/331998	24-Nov-2003	2982099	02-Aug-2005
GUN SPIKE	Alliant Techsystems Inc.	USA	78/331999	24-Nov-2003	2974210	19-Jul-2005
Federal CartridgeERAL	Federal Cartridge	USA	78/332009	24-Nov-2003	3124306	01-Aug-2006
STEADY POINT	Alliant Techsystems Inc.	USA	78/332013	24-Nov-2003	3074372	28-Mar-2006
PREMIUM	Federal Cartridge	USA	78/332019	24-Nov-2003	3114907	11-Jul-2006
INDEPENDENCE	Federal Cartridge	USA	78/332022	24-Nov-2003	2979593	26-Jul-2005
SLING LOK	Alliant Techsystems Inc.	USA	78/332050	24-Nov-2003	3113224	04-Jul-2006
SHOOTERS RIDGE	Alliant Techsystems Inc.	USA	78/332198	24-Nov-2003	2994331	13-Sep-2005
XRAY	Alliant Techsystems Inc.	USA	78/336888	05-Dec-2003	3066631	07-Mar-2006
STEADY BAG	Alliant Techsystems Inc.	USA	78/336890	05-Dec-2003	2985103	16-Aug-2005
Alliant Techsystems Inc. THIOKOL	Alliant Techsystems Inc.	USA	78/343271	19-Dec-2003	3163426	24-Oct-2006
Alliant Techsystems Inc. THIOKOL	Alliant Techsystems Inc.	USA	78/343274	19-Dec-2003	3163427	24-Oct-2006
Alliant Techsystems Inc. THIOKOL	Alliant Techsystems Inc.	USA	78/343608	19-Dec-2003	3151595	03-Oct-2006
HALF STAMP Logo	Alliant Techsystems Inc.	USA	78/346828	31-Dec-2003	3065039	07-Mar-2006

80

							Last
			Application		Registration	Registration	Renewal
Trademark Name	Owner	Country	Number	File Date	Number	Date	Date
INDEPENDENCE & Design (Color)	Federal Cartridge	USA	78/349715	09-Jan-2004	3086233	25-Apr-2006
HALF STAMP Logo & Design	Alliant Techsystems Inc.	USA	78/350077	09-Jan-2004	2985151	16-Aug-2005
HALF STAMP Logo & Design	Alliant Techsystems Inc.	USA	78/350084	09-Jan-2004	3086234	25-Apr-2006
OW	Alliant Techsystems Inc.	USA	78/355521	22-Jan-2004	3000983	27-Sep-2005
OW OUTDOOR WRITERS Logo (Color)	Alliant Techsystems Inc.	USA	78/355524	22-Jan-2004	2994468	13-Sep-2005
SHOOTERS RIDGE & Design (Color)	Alliant Techsystems Inc.	USA	78/357353	26-Jan-2004	3042608	10-Jan-2006
SHOOTERS RIDGE & Design (Black and White)	Alliant Techsystems Inc.	USA	78/357425	26-Jan-2004	3077503	04-Apr-2006
GOLD MATCH	Alliant Techsystems Inc.	USA	78/357665	26-Jan-2004	3113646	11-Jul-2006
IN-SIGHT	Alliant Techsystems Inc.	USA	78/360855	02-Feb-2004	2974474	19-Jul-2005
IN-SIGHT & Design	Alliant Techsystems Inc.	USA	78/360989	02-Feb-2004	2979802	26-Jul-2005
SYLRAMIC	COIC	USA	78/363911	06-Feb-2004	3086272	25-Apr-2006
NDEVIEWER	Alliant Techsystems Inc.	USA	78/370385	19-Feb-2004	3001135	27-Sep-2005
CHAMPION and Design (Color)	Alliant Techsystems Inc.	USA	78/373938	25-Feb-2004	3030396	13-Dec-2005
CHAMPION TRAPS & TARGETS CRITTER SERIES & Design (Color)	Alliant Techsystems Inc.	USA	78/374572	26-Feb-2004	3042639	10-Jan-2006
CHAMPION TRAPS & TARGETS CRITTER SERIES	Alliant Techsystems Inc.	USA	78/376070	01-Mar-2004	3,014,064	08-Nov-2005
CHAMPION TRAPS & TARGETS CRITTER SERIES & Design (Color)	Alliant Techsystems Inc.	USA	78/376071	01-Mar-2004	3042643	10-Jan-2006
CHAMPION (Stylized)	Alliant Techsystems Inc.	USA	78/376467	01-Mar-2004	3016275	15-Nov-2005
CHAMPION TRAPS & TARGETS (Stylized Black & White)	Alliant Techsystems Inc.	USA	78/376470	01-Mar-2004	3030409	13-Dec-2005
CHAMPION	Alliant Techsystems Inc.	USA	78/376474	01-Mar-2004	3077532	04-Apr-2006
CHAMPION TRAPS & TARGETS (Stylized Color)	Alliant Techsystems Inc.	USA	78/376545	01-Mar-2004	3030413	13-Dec-2005
CHAMPION TRAPS & TARGETS	Alliant Techsystems Inc.	USA	78/376548	01-Mar-2004	3030414	13-Dec-2005
THE LEADER IN RIMFIRE AMMUNITION	Alliant Techsystems Inc.	USA	78/406906	23-Apr-2004	3151677	03-Oct-2006
THE LEADER IN RIMFIRE AMMUNITION	Alliant Techsystems Inc.	USA	78/406946	23-Apr-2004	3072262	21-Mar-2006
THE LEADER IN RIMFIRE AMMUNITION	Alliant Techsystems Inc.	USA	78/406948	23-Apr-2004	3088901	02-May-2006
OW (Stylized)	Alliant Techsystems Inc.	USA	78/407171	23-Apr-2004	3061142	21-Feb-2006
CCI	Alliant Techsystems Inc.	USA	78/411019	30-Apr-2004	3174875	21-Nov-2006
CCI	Alliant Techsystems Inc.	USA	78/411021	30-Apr-2004	3149538	26-Sep-2006
EVERY SHOT COUNTS	Federal Cartridge	USA	78/414968	07-May-2004	3069273	14-Mar-2006
EVERY SHOT COUNTS	Federal Cartridge	USA	78/414969	07-May-2004	3136636	29-Aug-2006

81

							Last
			Application		Registration	Registration	Renewal
Trademark Name	Owner	Country	Number	File Date	Number	Date	Date
SUPER SPORT	Alliant Techsystems Inc.	USA	78/418169	13-May-2004	3022068	29-Nov-2005
SST	Alliant Techsystems Inc.	USA	78/418175	13-May-2004	3112769	04-Jul-2006
E-BIRD	Alliant Techsystems Inc.	USA	78/418809	14-May-2004	3139958	05-Sep-2006
DEDICATED TO MAKING A DIFFERENCE	Alliant Techsystems Inc.	USA	78/418893	14-May-2004	3044826	17-Jan-2006
RCBS PROCENTER Logo (Color)	Alliant Techsystems Inc.	USA	78/421225	19-May-2004	3163528	24-Oct-2006
RCBS PROCENTER	Alliant Techsystems Inc.	USA	78/421226	19-May-2004	3163529	24-Oct-2006
RCBS PROCENTER ALLIANT POWDER CCI SPEER Federal CartridgeERAL Logo (Color)	Alliant Techsystems Inc.	USA	78/422096	20-May-2004	3133909	22-Aug-2006
ULTRAMATCH	Federal Cartridge	USA	78/426246	27-May-2004	3096562	23-May-2006
GUN-DRI	Alliant Techsystems Inc.	USA	78/431799	08-Jun-2004	3146416	19-Sep-2006
NU-GUN	Alliant Techsystems Inc.	USA	78/431809	08-Jun-2004	3118101	18-Jul-2006
TRUBALL	Federal Cartridge	USA	78/452570	19-Jul-2004	3115116	11-Jul-2006
ESTATE	Federal Cartridge	USA	78/452572	19-Jul-2004	2970760	19-Jul-2005
ECI	Federal Cartridge	USA	78/452574	19-Jul-2004	2995068	13-Sep-2005
GUNSLICK (stylized and/or with design) Color	Alliant Techsystems Inc.	USA	78/456396	26-Jul-2004	3136739	29-Aug-2006
GUNSLICK (stylized and/or with design) Color	Alliant Techsystems Inc.	USA	78/456398	26-Jul-2004	3130820	15-Aug-2006
GUNSLICK (stylized and/or with design)	Alliant Techsystems Inc.	USA	78/456435	26-Jul-2004	3169538	07-Nov-2006
GUNSLICK (stylized and/or with design)	Alliant Techsystems Inc.	USA	78/456437	26-Jul-2004	3133973	22-Aug-2006
GUNSLICK (stylized and/or with design)	Alliant Techsystems Inc.	USA	78/456440	26-Jul-2004	3169539	07-Nov-2006
GUNSLICK (stylized and/or with design)	Alliant Techsystems Inc.	USA	78/456442	26-Jul-2004	3136740	29-Aug-2006
GUN-FLUSH	Alliant Techsystems Inc.	USA	78/460333	02-Aug-2004	3182048	05-Dec-2006
GAMEPOINT	Alliant Techsystems Inc.	USA	78/460334	02-Aug-2004	3011104	01-Nov-2005
FLITECONTROL	Alliant Techsystems Inc.	USA	78/460589	02-Aug-2004	3099182	30-May-2006
GAMEPOINT (Varmint/Moon Color Design)	Alliant Techsystems Inc.	USA	78/462376	05-Aug-2004	3144240	19-Sep-2006
GAMEPOINT & Color Design	Alliant Techsystems Inc.	USA	78/462377	05-Aug-2004	3,008,782	25-Oct-2005
GAMEPOINT (Stylized)	Alliant Techsystems Inc.	USA	78/462383	05-Aug-2004	3011126	01-Nov-2005
Federal CartridgeERAL PREMIUM HEADSTAMP Logo	Alliant Techsystems Inc.	USA	78/462386	05-Aug-2004	3177933	28-Nov-2006
HEADSTAMP Logo	Alliant Techsystems Inc.	USA	78/462391	05-Aug-2004	3169562	07-Nov-2006
HIGH DENSITY	Alliant Techsystems Inc.	USA	78/464588	09-Aug-2004	3022250	29-Nov-2005
HEAVY FIELD LOAD	Federal Cartridge	USA	78/464760	10-Aug-2004	3060041	21-Feb-2006

82

							Last
			Application		Registration	Registration	Renewal
Trademark Name	Owner	Country	Number	File Date	Number	Date	Date
EASYBIRD	Alliant Techsystems Inc.	USA	78/474904	27-Aug-2004	3127817	08-Aug-2006
ULTRA-KLENZ	Alliant Techsystems Inc.	USA	78/474910	27-Aug-2004	3151844	03-Oct-2006
GUN-SEAL	Alliant Techsystems Inc.	USA	78/474915	27-Aug-2004	3066821	07-Mar-2006
PRECISION TUNED	Alliant Techsystems Inc.	USA	78/486043	20-Sep-2004	3128217	08-Aug-2006
FUSION	Federal Cartridge	USA	78/486560	20-Sep-2004	3146532	19-Sep-2006
CCI	Alliant Techsystems Inc.	USA	78/487090	21-Sep-2004	3143215	12-Sep-2006
CCI & Design (Color)	Alliant Techsystems Inc.	USA	78/493762	04-Oct-2004	3112957	04-Jul-2006
COPPER-KLENZ	Alliant Techsystems Inc.	USA	78/497841	11-Oct-2004	3020772	29-Nov-2005
GUN-FOAM	Alliant Techsystems Inc.	USA	78/498438	12-Oct-2004	3030894	13-Dec-2005
FUSION Packaging Design	Federal Cartridge	USA	78/516415	12-Nov-2004	3113819	11-Jul-2006
SHORT BARREL	Alliant Techsystems Inc.	USA	78/516759	15-Nov-2004	3072298	21-Mar-2006
E3 & Design	Alliant Techsystems Inc.	USA	78/526572	03-Dec-2004	3166278	31-Oct-2006
E3	Alliant Techsystems Inc.	USA	78/526577	03-Dec-2004	3155033	10-Oct-2006
Alliant Techsystems Inc. (Commercial Ammo)	Alliant Techsystems Inc.	USA	78/549396	18-Jan-2005	3160476	17-Oct-2006
Alliant Techsystems Inc. (Commercial Ammo)	Alliant Techsystems Inc.	USA	78/549401	18-Jan-2005	3160477	17-Oct-2006
Alliant Techsystems Inc. (Commercial Ammo)	Alliant Techsystems Inc.	USA	78/549405	18-Jan-2005	3160478	17-Oct-2006
PREMIUM PARTNERS	Alliant Techsystems Inc.	USA	78/549408	18-Jan-2005	3163812	24-Oct-2006
PREMIUM PARTNERS	Alliant Techsystems Inc.	USA	78/549410	18-Jan-2005	3175140	21-Nov-2006
Alliant Techsystems Inc. PREMIUM PARTNERS Logo	Alliant Techsystems Inc.	USA	78/555257	27-Jan-2005	3163830	24-Oct-2006
Alliant Techsystems Inc. PREMIUM PARTNERS Logo	Alliant Techsystems Inc.	USA	78/555261	27-Jan-2005	3163831	24-Oct-2006
CLAY DOT	Alliant Techsystems Inc.	USA	78/555265	27-Jan-2005	3124812	01-Aug-2006
FLITECONTROL WAD and Design	Alliant Techsystems Inc.	USA	78/555266	27-Jan-2005	3206760	06-Feb-2007
CCI SELECT	Alliant Techsystems Inc.	USA	78/665529	07-Jul-2005	3186025	19-Dec-2006
VELOCITOR	Alliant Techsystems Inc.	USA	78/785725	05-Jan-2006	3165303	31-Oct-2006
SHOOTERS RIDGE	Alliant Techsystems Inc.	USA	78/838998	16-Mar-2006	3145628	19-Sep-2006
SHOOTERS RIDGE	Alliant Techsystems Inc.	USA	78/839031	16-Mar-2006	3142283	12-Sep-2006
SHOOTERS RIDGE	Alliant Techsystems Inc.	USA	78/839034	16-Mar-2006	3142284	12-Sep-2006
SHOCKWAVE Logo	Federal Cartridge	USA	78/976464	14-Oct-2003	3178657	28-Nov-2006
Federal CartridgeERAL PREMIUM	Federal Cartridge	USA	78/976493	15-Jan-2004	3030760	13-Dec-2005

83

Pending

		Application		Trademark
Trademark Name	Owner	Number	File Date	Status
CHEM-ID	Mission ResearchCorporation	78/184503	13-Nov-2002	Published
SHOCKWAVE Logo	Federal CartridgeeralCartridge	78/313114	14-Oct-2003	Published
SHOCKWAVE Logo	Federal CartridgeeralCartridge	78/313169	14-Oct-2003	Published
Federal CartridgeERAL	Federal CartridgeeralCartridge	78/332026	24-Nov-2003	Published
PREMIUM	Federal Cartridgeeral Cartridge	78/332029	24-Nov-2003	Published
Federal CartridgeERAL PREMIUM	Federal CartridgeeralCartridge	78/352213	15-Jan-2004	Published
CCI & Design (Color)	Alliant Techsytems Inc.	78/411023	30-Apr-2004	Published
CCI & Design (Color)	Alliant Techsytems Inc.	78/411022	30-Apr-2004	Published
HEAVYWEIGHT	Federal CartridgeeralCartridge	78/452494	19-Jul-2004	Published
GUNSLICK (stylized and/or withdesign) Color	Alliant Techsytems Inc.	78/456402	26-Jul-2004	Published
GUNSLICK (stylized and/or withdesign) Color	Alliant Techsytems Inc.	78/456394	26-Jul-2004	Published
HEADSTAMP Logo	Alliant Techsytems Inc.	78/462397	05-Aug-2004	Published
Federal CartridgeERAL PREMIUMHEADSTAMP Logo	Alliant Techsytems Inc.	78/462388	05-Aug-2004	Published
Federal CartridgeERAL PREMIUM	Federal CartridgeeralCartridge	78/479331	07-Sep-2004	Pending
TRILOK	Alliant Techsytems Inc.	78/523564	29-Nov-2004	Published
FUSION Packaging Design (NoWords)	Federal CartridgeeralCartridge	78/546549	12-Jan-2005	Published
PREMIUM PARTNERS	Alliant Techsytems Inc.	78/549406	18-Jan-2005	Published
PREMIUM PARTNERS	Alliant Techsytems Inc.	78/549411	18-Jan-2005	Published
Alliant Techsytems Inc.(Commercial Ammo)	Alliant Techsytems Inc.	78/549394	18-Jan-2005	Published
Alliant Techsytems Inc. PREMIUMPARTNERS Logo	Alliant Techsytems Inc.	78/555263	27-Jan-2005	Published
Alliant Techsytems Inc. PREMIUMPARTNERS Logo	Alliant Techsytems Inc.	78/555255	27-Jan-2005	Published
TRUBALL SYSTEM	Federal CartridgeeralCartridge	78/555268	27-Jan-2005	Published
SHOOTERS RIDGE	Alliant Techsytems Inc.	78/602780	06-Apr-2005	Published
CHAMPION	Alliant Techsytems Inc.	78/604907	08-Apr-2005	Pending
MINI-MAG	Alliant Techsytems Inc.	78/630253	16-May-2005	Pending
TRAP TAXI	Alliant Techsytems Inc.	78/665364	07-Jul-2005	Published
SPIN-OFF	Alliant Techsytems Inc.	78663791	08-Jul-2005	Published
VISICOLOR	Alliant Techsytems Inc.	78/669185	13-Jul-2005	Published
VAPOR-SEAL	Alliant Techsytems Inc.	78/670164	14-Jul-2005	Published

84

		Application		Trademark
Trademark Name	Owner	Number	File Date	Status
SPEER LE (S-Design Logo)	Alliant Techsytems Inc.	78/713848	15-Sep-2005	Published
Federal CartridgeERAL PREMIUMAMMUNITION and Design	Federal CartridgeeralCartridge	78/715407	19-Sep-2005	Published
SHOCKWAVE Logo	Federal CartridgeeralCartridge	78/715403	19-Sep-2005	Published
EXPANDER	Alliant Techsytems Inc.	78/730460	11-Oct-2005	Published
STRUT-SHOK	Alliant Techsytems Inc.	78/739653	25-Oct-2005	Published
S SPEER & Design	Alliant Techsytems Inc.	78/769,475	08-Dec-2005	Published
CCI (stylized and/or with design)	Alliant Techsytems Inc.	78/769,473	08-Dec-2005	Published
BOREBLAST	Alliant Techsytems Inc.	78/782330	29-Dec-2005	Published
SHOTSHELL REVOLUTION	Alliant Techsytems Inc.	78/786609	06-Jan-2006	Pending
SHOTSHELL REVOLUTION &Design	Alliant Techsytems Inc.	78/786627	06-Jan-2006	Pending
V (stylized) (color) (CCI PackagingDesign)	Alliant Techsytems Inc.	78/818963	20-Feb-2006	Pending
V (CCI Packaging Design)	Alliant Techsytems Inc.	78/818951	20-Feb-2006	Pending
CCI and design (color) (CCIPackaging Design)	Alliant Techsytems Inc.	78/818955	20-Feb-2006	Published
CCI V stylized and design (color)(CCI Packaging Design)	Alliant Techsytems Inc.	78/818957	20-Feb-2006	Published
V (stylized with design) (CCIPackaging Design)	Alliant Techsytems Inc.	78/818959	20-Feb-2006	Published
SHOOTERS RIDGE	Alliant Techsytems Inc.	78/839027	16-Mar-2006	Published
SHOOTERS RIDGE	Alliant Techsytems Inc.	78/839038	16-Mar-2006	Published
SHOOTERS RIDGE & Design(Black and White)	Alliant Techsytems Inc.	78/839001	16-Mar-2006	Published
SHOOTERS RIDGE & Design(Black and White)	Alliant Techsytems Inc.	78/839024	16-Mar-2006	Published
SHOOTERS RIDGE & Design(Color)	Alliant Techsytems Inc.	78/839018	16-Mar-2006	Published
SHOOTERS RIDGE & Design(Color)	Alliant Techsytems Inc.	78/839006	16-Mar-2006	Published
SHOOTERS RIDGE & Design(Color)	Alliant Techsytems Inc.	78/839022	16-Mar-2006	Published
SHOOTERS RIDGE & Design(Color)	Alliant Techsytems Inc.	78/839011	16-Mar-2006	Published
FLIGHTSTOPPER	Alliant Techsytems Inc.	78/904616	09-Jun-2006	Published
BLACK CLOUD	Alliant Techsytems Inc.	78/904618	09-Jun-2006	Published
Federal CartridgeERAL HI-POWERMONARK SHOT SHELLS	Federal Cartridge	78/933119	19-Jul-2006	Published
HI POWER MONARK	Federal Cartridge	78/933116	19-Jul-2006	Published
MONARK	Federal Cartridge	78/933112	19-Jul-2006	Published
DROP DUCKS LIKE RAIN	Alliant Techsytems Inc.	78/956255	21-Aug-2006	Pending
CHAMPION	Alliant Techsytems Inc.	77/017032	09-Oct-2006	Pending

85

		Application		Trademark
Trademark Name	Owner	Number	File Date	Status
OUTERS (sytlized and/or withdesign)	Alliant Techsytems Inc.	77/017485	10-Oct-2006	Published
OUTERS (sytlized and/or withdesign)	Alliant Techsytems Inc.	77/017480	10-Oct-2006	Pending
OUTERS (sytlized and/or withdesign)	Alliant Techsytems Inc.	77/017478	10-Oct-2006	Pending
OUTERS (sytlized and/or withdesign)	Alliant Techsytems Inc.	77/017466	10-Oct-2006	Published
OUTERS (sytlized and/or withdesign)	Alliant Techsytems Inc.	77/017462	10-Oct-2006	Pending
OUTERS (sytlized and/or withdesign)	Alliant Techsytems Inc.	77/017490	10-Oct-2006	Published
CHAMPION	Alliant Techsytems Inc.	77/021193	13-Oct-2006	Pending
CHAMPION and Design (Color)	Alliant Techsytems Inc.	77/021188	13-Oct-2006	Pending
CHAMPION and Design (Color)	Alliant Techsytems Inc.	77/021190	13-Oct-2006	Pending
RAM	Alliant Techsytems Inc.	77/053944	30-Nov-2006	Pending
FUSION LITE	Federal Cartridge	77/054060	30-Nov-2006	Pending
HARVESTER	Alliant Techsytems Inc.	77/053921	30-Nov-2006	Pending
POINT SEEKER	Alliant Techsytems Inc.	77/053916	30-Nov-2006	Pending
FUSION	Federal CartridgeeralCartridge	77/054044	30-Nov-2006	Pending
Rock Chucker	Alliant Techsytems Inc.	77/059282	07-Dec-2006	Pending
SNAP-N-PULL	Alliant Techsytems Inc.	77/059931	08-Dec-2006	Pending
BLACKCLOUD and Design (color)	Alliant Techsytems Inc.	77/070599	22-Dec-2006	Pending
Federal CartridgeERAL PREMIUMAMMUNITION BLACKCLOUD FSSTEEL and Package Design	Alliant Techsytems Inc.	77/070608	22-Dec-2006	Pending
FS STEEL and Design (Color)	Alliant Techsytems Inc.	77/070614	22-Dec-2006	Pending
BLACKCLOUD Package Design(color)	Alliant Techsytems Inc.	77/070612	22-Dec-2006	Pending
FS STEEL	Alliant Techsytems Inc.	77/070601	22-Dec-2006	Pending
VISICHALK	Alliant Techsytems Inc.	77/075427	03-Jan-2007	Pending
FORCE ON FORCE and Design	Alliant Techsytems Inc.	77/090679	25-Jan-2007	Pending
FORCE ON FORCE and Design	Alliant Techsytems Inc.	77/092300	26-Jan-2007	Pending
FORCE ON FORCE and Design		77/092296	26-Jan-2007	Pending
FORCE ON FORCE and Design	Alliant Techsytems Inc.	77/092291	26-Jan-2007	Pending
FORCE ON FORCE and Design	Alliant Techsytems Inc.	77/092299	26-Jan-2007	Pending
THE Federal CartridgeERALEXPERIENCE	Alliant Techsytems Inc.	77/095847	31-Jan-2007	Pending
FORCE ON FORCE	Alliant Techsytems Inc.	77/117594	27-Feb-2007	Pending
FORCE ON FORCE	Alliant Techsytems Inc.	77/117597	27-Feb-2007	Pending

86

		Application		Trademark
Trademark Name	Owner	Number	File Date	Status
FORCE ON FORCE	Alliant Techsytems Inc.	77/117591	27-Feb-2007	Pending

III.             Trade Names

Alliant Techsystems Inc.

None.

ATK Commercial Ammunition Company Inc.

None.

ATK Commercial Ammunition Holdings Company Inc.

None.

ATK Launch Systems Inc.

None.

ATK Space Systems Inc.

None.

Ammunition Accessories Inc.

CCI

Speer

RCBS

Outers

Federal Cartridge Company

Champion Target

Estate Cartridge, Inc.

Micro Craft Inc.

None.

IV. Copyrights

		Registration	Registration
Copyright Name	Country	Number	Date
TANK KILLER	USA	VA-299-159	05-Apr-1988
STING OF THE HORNET	USA	VA-305-446	05-Apr-1988
T PLUS 30 AND FLYING AGAIN	USA	VA-305-447	05-Apr-1988
MISSILE AWAY	USA	VA-305-448	05-Apr-1988
WEASELS IN THE WEEDS	USA	VA-305-449	05-Apr-1988

87

		Registration	Registration
Copyright Name	Country	Number	Date
REACHING FURTHER INTO THE UNKNOWN	USA	VA-1-209-160	07-Aug-2003
WINNING THE WAR WHILE TRANSFORMING THE FORCE	USA	VA-1-209-161	07-Aug-2003
STS-98/FLIGHT 5A	USA	VA-1-209-162	07-Aug-2003
LUU-2B/B	USA	VA-1-209-163	07-Aug-2003
AT A MOMENTS NOTICE	USA	VA-1-209-164	07-Aug-2003
INTERNATIONAL SPACE STATION	USA	VA-1-209-165	07-Aug-2003
ATHENA II	USA	VA-1-209-166	07-Aug-2003
ATLAS WORKHORSE	USA	VA-1-209-167	07-Aug-2003
TAURUS LIFT-OFF	USA	VA-1-213-149	11-Aug-2003
EOLE AND A340	USA	VA-1-213-150	11-Aug-2003
PARTNERS DEFENDING FREEDOM	USA	VA-1-213-151	11-Aug-2003
DEFENDERS OF THE FLEET	USA	VA-1-213-152	11-Aug-2003
NEW GENERATION	USA	VA-1-213-153	11-Aug-2003
SEPERATION COMPLETE	USA	VA-1-213-154	11-Aug-2003
COMET LIFT-OFF	USA	VA-1-213-155	11-Aug-2003
RISING STAR	USA	VA-1-213-156	11-Aug-2003
KILLER SCOUTS	USA	VA-1-213-157	11-Aug-2003
FALCONS IN THE FOLD	USA	VA-1-213-158	11-Aug-2003
SPACE STATION FREEDOM	USA	VA-1-213-159	11-Aug-2003
BEACON IN THE NIGHT	USA	VA-1-213-160	11-Aug-2003
GLORY TRIP	USA	VA-1-213-161	11-Aug-2003
NEW ERA IN SPACE	USA	VA-1-213-162	11-Aug-2003
SPECIAL DELIVERY	USA	VA-1-213-165	11-Aug-2003
RIDGE RUNNER	USA	VA-1-228-346	11-Aug-2003
SHIELD OF THE FLEET	USA	VA-1-228-347	11-Aug-2003

V. IP Agreements

None.

88

Schedule V to the

Security Agreement

ACCOUNT COLLATERAL

PART A — SECURITIES ACCOUNTS

None.

PART B — DEPOSIT ACCOUNTS

	Name and Address of Pledged	Mailing Address of Pledged
Grantor	Account Bank	Account	Account Number
Alliant Techsystems Inc.	Master AccountU.S. Bank National Association	800 Nicollet MallMinneapolis, MN 55402	1-602-3336-2716
Alliant Techsystems Inc.	ST Investment Account U.S. Bank National Association	800 Nicollet MallMinneapolis, MN 55402	2-731-0130-9740
Alliant Techsystems Inc.	Tax Payments AccountMellon Financial Corporation	500 Roth StreetPittsburgh, PA 15262	008-0434
Alliant Techsystems Inc.(Shared Services)	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet MallMinneapolis, MN 55402	1-602-3422-3602
Alliant Techsystems Inc.(Shared Services)	Petty Cash AccountU.S. Bank National Association	800 Nicollet MallMinneapolis, MN 55402	1-760-3433-6047
Federal CartridgeCompany	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet MallMinneapolis, MN 55402	1-602-3359-7527
Alliant TechsystemsInc.: Ammunition andEnergtics Division(Radford)	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet MallMinneapolis, MN 55402	1-047-5714-4423
Alliant TechsystemsInc.: Ammunition andEnergtics Division(NRE)	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet MallMinneapolis, MN 55402	1-047-5714-4431
Alliant Techsystems Inc.Lake City AmmunitionDivision	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet MallMinneapolis, MN 55402	1-047-5714-4456
AmmunitionAccessories Inc./Lewiston, ID(CCI/Speer)	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet MallMinneapolis, MN 55402	1-047-5714-4464
AmmunitionAccessories Inc./Onalaska, WI (Outers)	Deposit AccountU.S. Bank National Association	800 Nicollet MallMinneapolis, MN 55402	1-047-5714-4001

Alliant Techsystems Inc. Amended and Restated Security Agreement

89

	Name and Address of Pledged	Mailing Address of Pledged
Grantor	Account Bank	Account	Account Number
AmmunitionAccessories Inc./Oroville, CA (RCBS)	Deposit AccountU.S. Bank National Association	800 Nicollet MallMinneapolis, MN 55402	1-047-5714-4035
ATK Launch SystemsInc. (Bacchus)	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet Mall Minneapolis, MN 55402	1-047-5714-4381
Alliant Techsystems Inc.Tactical SystemsDivision	Funding/Lockbox Account U.S. Bank National Association	800 Nicollet Mall Minneapolis, MN 55402	1-047-5714-4449
ATK Launch SystemsInc. (Promontory)	Funding/Lockbox Account U.S. Bank National Association	800 Nicollet Mall Minneapolis, MN 55402	1-047-5714-4472
Alliant Techsystems Inc.Propulsion & ControlsDivision	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet Mall Minneapolis, MN 55402	1-047-5714-4480
ATK Space Systems,San Diego Operations	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet Mall Minneapolis, MN 55402	1-047-5714-4589
Alliant Techsystems Inc.Propulsion & ControlsDivision	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet Mall Minneapolis, MN 55402	1-047-7424-1079
Micro Craft Inc.	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet Mall Minneapolis, MN 55402	1-047-7424-1087
ATK Space Systems Inc.Mission ResearchDivision	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet Mall Minneapolis, MN 55402	1-047-7443-7545
Alliant TechsystemsInc.: Mission ResearchIntegrated SystemsDivision (Fort Worth)	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet Mall Minneapolis, MN 55402	1-047-9018-8981
Alliant TechsystemsInc.: Mission ResearchAdvanced WeaponsDivision (Newington,Albuquerque)	Funding/Lockbox Account U.S. Bank National Association	800 Nicollet Mall Minneapolis, MN 55402	1-047-9018-8965
ATK Space Systems(PSI)	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet Mall Minneapolis, MN 55402	1-047-7464-9099
ATK Space Systems:Corona Operations	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet MallMinneapolis, MN 55402	1-047-7465-1038
ATK Space Systems:Goleta Operations	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet Mall Minneapolis, MN 55402	1-047-7465-1046
ATK Space Systems:UT/MS Operations	Funding/Lockbox AccountU.S. Bank National Association	800 Nicollet MallMinneapolis, MN 55402	1-047-9020-0059

90

PART C — COMMODITIES ACCOUNTS

	Name and Address of	Mailing Address of
Grantor	Pledged Account Bank	Pledged Account	Account Number
AlliantTechsystems Inc.	Calyon S.A.	Broadwalk House, 5 Appold Street, London EC2A 2DA	ALLTEC

91

Schedule VI to the

Security Agreement

NEW LOCATIONS OF EQUIPMENT AND INVENTORY

Name	Mailing Address	County	State
Alliant Techsystems Inc.	5050 Lincoln Drive Edina, MN 55436-1097	Hennepin	MN
	3309 North Reseda Circle	Maricopa	AZ
	Mesa, AZ 85215
	4242 East Palm Street	Maricopa	AZ
	Mesa, AZ 85215
	PO Box 241	Cecil	MD
	55 Thiokol Road
	Elkton, MD 21922
	4600 & 4700 Nathan Lane	Hennepin	MN
	Plymouth, MN 55442-2890
	5001 Indian School Road NE	Bernalillo	NM
	Albuquerque, NM 87110-3946
	236 Citation Drive	Tarrant	TX
	Fort Worth, TX 76106
	8560 Cinderbed Road, Suites 300, 500, & 700	Fairfax	VA
	Newington, VA 22122-8560
	Allegany Ballistics Laboratory	Mineral	WV
	210 State Route 956
	Rocket Center, WV 26726
	Radford Army Ammunition Plant	Radford	VA
	Route 114, P.O. Box 1	(Independent City)
	Radford, VA 24141-0100
	Radford Army Ammunition Plant	Radford	VA
	Route 114, P.O. Box 6	(Independent City)
	Radford, VA 24141-0096

Alliant Techsystems Inc. Amended and Restated Security Agreement

92

Name	Mailing Address	County	State
	Lake City Army Ammunition Plant	Jackson	MO
	P.O. Box 1000
	Independence, MO 64051-1000
	21301 Burbank Blvd., Suite 100	Los Angeles	CA
	Woodland Hills, CA 91367
	13133 34th Street	Pinellas	FL
	Clearwater, FL 34622-4259
	77 Raynor Avenue	Suffolk	NY
	Ronkonkoma, NY 11779
	9617 Distribution Avenue	San Diego	CA
	San Diego, CA 92121
	18640 Sutter Boulevard, Suite 300	Santa Clara	CA
	Morgan Hill, CA 95307
	300 Village Square Crossing, Suite 201	Palm Beach	FL
	Palm Beach Gardens, FL 34622-4259
ATK Launch Systems Inc.	PO Box 707 9160 N. Hwy 83 Brigham City, UT 84302-0707	Box Elder	UT
	Bacchus Works	Salt Lake	UT
	8400 West, 5000 South
	Magna, UT 84044-0098
	Building H5, Freeport Center	Davis	UT
	(North End)
	Clearfield, UT 84016
	Building H6, Freeport Center	Davis	UT
	Clearfield, UT 84016
	Building H7, Freeport Center	Davis	UT
	Clearfield, UT 84016

93

Name	Mailing Address	County	State
ATK Commercial Ammunition Holdings Company Inc.	5050 Lincoln Drive Edina, MN 55436-1097	Hennepin	MN
ATK Commercial Ammunition Company Inc.	5050 Lincoln Drive Edina, MN 55436-1097	Hennepin	MN
Federal Cartridge Company	900 Ehlen Drive Anoka, MN 55303	Anoka	MN
	Champion Targets	Wayne	IN
	232 Industrial Parkway
	Richmond, IN 47374
Ammunition Accessories Inc.	2299 Snake River Avenue Lewiston, ID 83501	Nez Perce	ID
	605 Oro Dam Boulevard	Butte	CA
	Oroville, CA 95965-4650
	N 5549 County Road Z	La Crosse	WI
	PO 39
	Onalaska, WI 54650
	5017 North 30th Street	El Paso	CO
	Colorado Springs, CO 80919-3158
Micro Craft Inc.	207 Big Springs Avenue Tullahoma, TN 37388-0370	Coffee	TN
ATK Space Systems Inc.	6033 E. Bandini Blvd Commerce, CA 90040	Los Angeles	CA
	Building B14, Freeport Center	Davis	UT
	P.O. Box 160433
	Clearfield, UT 84016
	600 Pine Avenue	Santa Barbara	CA
	Goleta, CA 93117

94

Name	Mailing Address	County	State
	250 Klug Circle	Riverside	CA
	Corona, CA 92880
	9617 Distribution Avenue	San Diego	CA
	San Diego, CA 92121
	16707 Via Del Campo Court	San Diego	CA
	San Diego, CA 92127
	Tri State Commerce Park	Tishomingo	MS
	751 County Road 989, Bldg. 1000
	Iuka, MS 38852
	678 Discovery Drive, Suite 300	Madison	AL
	Huntsville, AL 35806-3301
	23052 Alcalde Drive, Suite A	Orange	CA
	Laguna Hills, CA 92653
	10 Ragsdale Drive, Suite 201	Monterey	CA
	Monterey, CA 93940-5776
	735 State Street, PO Drawer 719	Santa Barbara	CA
	Santa Barbara, CA 93102
	300 North Continental Blvd, Suite 300	Los Angeles	CA
	El Segundo, CA 90245
	1224 Commerce Court, Suite 1	Boulder	CO
	Lafayette, CO 80026
	5017 North 30th Street	El Paso	CO
	Colorado Springs, CO 80919-3158
	65 South Street	Middlesex	MA
	Hopkington, MA 01748
	589 W. Hollis Street, Suite 201	Hillsborough	NH
	Nashua, NH 03062-2809
	3975 Research Blvd.	Greene	OH
	Dayton, OH 45430-2108
	3100 Research Blvd	Montgomery	OH
	Kettering, OH 45420

95

Name	Mailing Address	County	State
	1700 N. Research Park Way	Cache	UT
	Logan, UT 84341
	Allegany Ballistics Laboratory	Mineral	WV
	210 State Route 956
	Rocket Center, WV 26726

96

Schedule VII to the

Security Agreement

EXCLUDED PATENTS

Title	Patent Number	Issue Date	Application Number	Filing Date	Owner Name
Stabilizers For Cross-LinkedComposite Modified Double BasePropellants	5387295	07-Feb-1995	05/757115	05-Jan-1977	Alliant TechsystemsInc.
Energetic Compounds AsHmx/RDX Ballistic Modifiers			06/246355	23-Mar-1981	Alliant TechsystemsInc.
Destructible Guides for ExtendibleRocket Nozzles			06/424704	27-Sep-1982	Alliant TechsystemsInc.
Safing and Arming Mechanism	4770096	13-Sep-1988	085688	17-Aug-1987	Alliant TechsystemsInc.
Detonator	4831932	23-May-1989	085921	17-Aug-1987	Alliant TechsystemsInc.
Air Driven Whistle Generator	4849646	18-Jul-1989	07/174298	28-Mar-1988	Alliant TechsystemsInc.
Method for Lining the InnerSurface of a Cylindrical or DomedCylindrical Member With anElastomeric Material	4959110	25-Sep-1990	193309	11-May-1988	Alliant TechsystemsInc.
Crash Bag PropellantComposition and Method ForGenerating Nitrogen Gas	4920743	01-May-1990	07/223965	25-Jul-1988	Alliant TechsystemsInc.
Integrated Silicon SecondaryExplosive Detonator	4862803	05-Sep-1989	261333	24-Oct-1988	Alliant TechsystemsInc.
Star-Branched ThermoplasticIonomers	5039752	13-Aug-1991	294320	06-Jan-1989	Alliant TechsystemsInc.
Shock Initiator Device ForInitiating a Percussion Primer	4938141	03-Jul-1990	07/368477	19-Jun-1989	Alliant TechsystemsInc.
Precise Control Variable ThrustSolid Propellant Motor			07/376813	07-Jul-1989	Alliant TechsystemsInc.
Rotary Cam Load PositioningApparatus	4934271	19-Jun-1990	07/386747	31-Jul-1989	Alliant TechsystemsInc.
Removable Rocket Motor Igniter	5062206	05-Nov-1991	389457	04-Aug-1989	Alliant TechsystemsInc.
Safing and Arming MechanismWith Creep Ribbon Arming Delay	4938138	03-Jul-1990	07/389921	07-Aug-1989	Alliant TechsystemsInc.
Reorienting Grain Direction ofCalendered Insulation SheetStock Perpendicular to Gas Flowin Solid Propellant Rocket	5113650	19-May-1992	408233	18-Sep-1989	Alliant TechsystemsInc.
Crash Bag PropellantComposition and Method ForGenerating Nitrogen Gas	4929290	29-May-1990	07/437861	17-Nov-1989	Alliant TechsystemsInc.

Alliant Techsystems Inc. Amended and Restated Security Agreement

97

Title	Patent Number	Issue Date	Application Number	Filing Date	Owner Name
Cased Telescoped AmmunitionHaving Features AugmentingCartridge Case DimensionalRecovery By Case Skin Tube	4938145	03-Jul-1990	07/440489	24-Nov-1989	Alliant TechsystemsInc.
No Stored Energy Safe and ArmDevice	5033383	23-Jul-1991	07/456396	26-Dec-1989	Alliant TechsystemsInc.
Cartridge Case For a CasedTelescoped Ammunition Round	5029530	09-Jul-1991	07/478120	02-Feb-1990	Alliant TechsystemsInc.
Silent Stud Gun AttachmentDevice	5038665	13-Aug-1991	07/474884	02-Feb-1990	Alliant TechsystemsInc.
Interlocked Release MechanismWith Timed, Sequential ReleaseSteps	5052303	01-Oct-1991	07/516953	30-Apr-1990	Alliant TechsystemsInc.
Safe and Arm Device	5016532	21-May-1991	07/547526	05-Jul-1990	Alliant TechsystemsInc.
Process for Producing ImprovedPoly (glycidyl nitrate)	5120827	09-Jun-1992	561797	02-Aug-1990	Alliant TechsystemsInc.
Reduced Cost Membrane SealAssembly For Pulsed RockerMotor	5613358	25-Mar-1997	07/588370	26-Sep-1990	Alliant TechsystemsInc.
Unwinding Ribbon Safing andArming Device	5147974	15-Sep-1992	07/609677	06-Nov-1990	Alliant TechsystemsInc.
Forward Control Tube WithSequenced Ignition	5042388	27-Aug-1991	07/613256	14-Nov-1990	Alliant TechsystemsInc.
Poly (butadiene)/Poly (lactone)Thermoplastic Block Polymers,Methods of Making, and UncuredHigh Energy CompositionsContaining Same as Binders	6350330	26-Feb-2002	07/616964	21-Nov-1990	Alliant TechsystemsInc.
Rocket Thrust Vector ControlNozzle Assembly With Static Seal			07/623152	06-Dec-1990	Alliant TechsystemsInc.
Manufacturing Thin Wall SteelCartridge Cases	5130207	14-Jul-1992	07/719972	24-Jun-1991	Alliant TechsystemsInc.
Extrudable Gas GeneratingPropellants, Method andApparatus	5125684	30-Jun-1992	07/776943	15-Oct-1991	Alliant TechsystemsInc.
Assembly and Method ForAttaching a Pressure Vessel ToAnother Object	5257761	02-Nov-1993	07/840953	24-Feb-1992	Alliant TechsystemsInc.
Propellant Grain MachiningDevice	5391025	21-Feb-1995	07/871966	21-Apr-1992	Alliant TechsystemsInc.
Multiple Stylus Probe AttachmentAnd Methods	5394757	07-Mar-1995	07/904209	25-Jun-1992	Alliant TechsystemsInc.
Infrared Reflectance Acousto-Optic Tunable Filter (AOTF)Spectrometer-BasedsurfaceScanning System	5406082	11-Apr-1995	07/982293	27-Nov-1992	Alliant TechsystemsInc.
Propellant Formulations Based OnDinitramide Salts and EnergeticBinders	5498303	12-Mar-1996	08/052035	21-Apr-1993	Alliant TechsystemsInc.
Processing and Curing Aid forComposite Propellants	5942720	24-Aug-1999	08/055079	29-Apr-1993	Alliant TechsystemsInc.

98

Title	PatentNumber	Issue Date	ApplicationNumber	Filing Date	Owner Name
Ambient TemperatureMix\cast\cure Propellant UsingBash-68 Bonding Agent	5472532	05-Dec-1995	08/076410	14-Jun-1993	Alliant TechsystemsInc.
Thermite Compositions For UseAs Gas Generants	5439537	08-Aug-1995	08/103768	10-Aug-1993	Alliant TechsystemsInc.
Match Performance.22 CaliberCartridge	5490463	13-Feb-1996	08/123166	20-Sep-1993	Alliant TechsystemsInc.
Aluminized Eutectic BondedInsensitive High Explosive	5411615	02-May-1995	08/131139	04-Oct-1993	Alliant TechsystemsInc.
Polyether Compounds HavingBoth Imine and HydroxylFunctionality And Methods OfSynthesis	5414123	09-May-1995	08/173425	23-Dec-1993	Alliant TechsystemsInc.
Methods For Synthesizing AndProcessing bis-(1(2)H-tetrazol-5-yl)-amine	5468866	21-Nov-1995	177737	04-Jan-1994	Alliant TechsystemsInc.
Thermite Compositions For Use As Gas Generants	5429691	04-Jul-1995	177744	05-Jan-1994	Alliant Techsystems Inc.
Gas Generate CompositionContaining Non-Metallic Salts of5-Nitrobarbituric Acid	5472534	05-Dec-1995	178215	06-Jan-1994	Alliant TechsystemsInc.
Borohydride Fuels In GasGenerant Compositions	5401340	28-Mar-1995	08/179150	10-Jan-1994	Alliant TechsystemsInc.
Method For Synthesizing 5-Aminotetrazole	5451682	19-Sep-1995	179559	10-Jan-1994	Alliant TechsystemsInc.
Gas Generating CompositionsBased On Salts Of 5-Nitraminotetrazole	5516377	14-May-1996	08/179736	10-Jan-1994	Alliant TechsystemsInc.
Method And System ForEvaluating Gas Generants AndGas Generators	5452210	19-Sep-1995	08/179727	10-Jan-1994	Alliant TechsystemsInc.
System And Method For Gas BagInflation And Deflation	5441303	15-Aug-1995	179734	10-Jan-1994	Alliant TechsystemsInc.
Infrared Decoy Flare Pellet	5456455	10-Oct-1995	08/189803	01-Feb-1994	Alliant TechsystemsInc.
Cartridge Priming Device WithSafety Guard	5435223	25-Jul-1995	08/198529	17-Feb-1994	Alliant TechsystemsInc.
Methods For ControlledPolymerization Of EnergeticCyclic Ethers Using AlkylatingSalts	6100375	08-Aug-2000	08/233219	26-Apr-1994	Alliant TechsystemsInc.
System For Transmitting MultipleSignals Across a Single FiberOptic Channel	5426527	20-Jun-1995	08/253628	03-Jun-1994	Alliant TechsystemsInc.
Process For Making High PurityHydroxylammonium Nitrate	5472679	05-Dec-1995	08/257709	10-Jun-1994	Alliant TechsystemsInc.
Dry Preparation of ParticulateSolid Energetic Material	5501132	26-Mar-1996	08/298929	31-Aug-1994	Alliant TechsystemsInc.
Process and Apparatus ForPhotolytic Degradation ofExplosives	5516970	14-May-1996	08/299840	01-Sep-1994	Alliant TechsystemsInc.

99

Title	PatentNumber	Issue Date	ApplicationNumber	Filing Date	Owner Name
Non-Toxic Primer for Center-FireCartridges	5466315	14-Nov-1995	08/301347	06-Sep-1994	Alliant TechsystemsInc.
Blind Rivet Installation Tool	D369733	14-May-1996	28188	08-Sep-1994	Alliant TechsystemsInc.
Ergonomic Installation Tool WithSelectable Vacuum PintailCollector	5490311	13-Feb-1996	302495	08-Sep-1994	Alliant TechsystemsInc.
Blind Rivet Installation Tool	D371299	02-Jul-1996	28151	08-Sep-1994	Alliant TechsystemsInc.
Blind Rivet Installation Tool	D369732	14-May-1996	28142	08-Sep-1994	Alliant TechsystemsInc.
Fault Tolerant Safe and ArmingDevice	5454321	03-Oct-1995	08/324210	17-Oct-1994	Alliant TechsystemsInc.
Composite Gun PropellantProcessing Technique	5565150	15-Oct-1996	08/336309	08-Nov-1994	Alliant TechsystemsInc.
Low Cost Nozzle for LongDuration Solid Propellant RocketMotor	5579635	03-Dec-1996	08/342146	18-Nov-1994	Alliant TechsystemsInc.
Propellant Grain MachiningDevice	5511914	30-Apr-1996	08/388249	14-Feb-1995	Alliant TechsystemsInc.
Process and Apparatus ForPhotolytic Degradation ofExplosives	5524545	11-Jun-1996	08/475520	07-Jun-1995	Alliant TechsystemsInc.
Fastener Installation Tool WithPositive Pressure Pintail RemovalSystem	5579641	03-Dec-1996	08/491046	16-Jun-1995	Alliant TechsystemsInc.
Propellant Formulations Based OnDinitramide Salts and EnergeticBinders	5741998	21-Apr-1998	08/614303	12-Mar-1996	Alliant TechsystemsInc.
Propellant Grain MachiningDevice	5615983	01-Apr-1997	08/635745	22-Apr-1996	Alliant TechsystemsInc.
Black Powder Processing OnTwin-Screw Extruder	5670098	23-Sep-1997	08/707199	20-Aug-1996	Alliant TechsystemsInc.
Propellant Composition ForAutomotive Safety Applications	RE36296	14-Sep-1999	08/761979	11-Dec-1996	Alliant TechsystemsInc.
Model 2480 Hydraulic InstallationTool			09/066599	18-Feb-1997	Alliant TechsystemsInc.
Method of Forming a Non-ToxicFrangible Bullet Core	5894645	20-Apr-1999	08/905152	01-Aug-1997	Federal CartridgeCompany
Process For The Production ofHexaammine Cobalt Nitrate	5972304	26-Oct-1999	09/058823	13-Apr-1998	Alliant TechsystemsInc.
Synthesis of (4-phenylethynylPhthalimide) Propyl Silantriol	6072055	06-Jun-2000	09/086724	29-May-1998	Alliant TechsystemsInc.
Ignition Enhanced Gas Generantand Method	6096147	01-Aug-2000	09/126467	30-Jul-1998	Alliant TechsystemsInc.
Low Particulate IgniterComposition for a Gas Generant	6086693	11-Jul-2000	09/243557	09-Feb-1999	Alliant TechsystemsInc.
Joint For Connecting ExtrudableSegments	6220779	24-Apr-2001	09/263212	05-Mar-1999	Alliant TechsystemsInc.
Rocket Motor InsulationContaining Hydrophobic Particles	6606852	19-Aug-2003	09/613837	11-Jul-2000	Alliant TechsystemsInc.
Digital Solid Rocket Motor andGas Generator	6705075	16-Mar-2004	09/698472	30-Oct-2000	Alliant TechsystemsInc.

100

Title	PatentNumber	Issue Date	ApplicationNumber	Filing Date	Owner Name
Explosive Delay Assembly	6561101	13-May-2003	09/819234	28-Mar-2001	Alliant Techsystems Inc.
Process For Heat Treating Bullets Comprising Two or More Metals or Alloys, and Bullets Made by the Method	6613165	02-Sep-2003	10/091707	05-Mar-2002	Alliant Techsystems Inc.
Method of Constructing Insulated Metal Dome Structure For a Rocket Motor			10/329352	26-Dec-2002	Alliant Techsystems Inc.
Rocket Assembly Ablative Materials Formed From Solvent-Spun Cellulosic Precursors, and Method of Insulating or Thermally Protecting a Rocket Assembly With The Same			10/374782	25-Feb-2003	Alliant Techsystems Inc.
Propellant Extrusion Die			10/698091	31-Oct-2003	Alliant Techsystems Inc.
Reactive Compositions Including Metal and Methods of Forming Same			10/801946	15-Mar-2004	Alliant Techsystems Inc.

Excluded Trademarks

Trademark Name	Owner	ApplicationNumber	File Date	RegistrationNumber	RegistrationDate
SHARPSHOOTER	Alliant Techsystems Inc.	21651	18-Aug-1906	61988	16-Apr-1907
POSI-PRIME	Alliant Techsystems Inc.	73/614659	14-Aug-1986	1436252	14-Apr-1987
ROLL YOUR OWN	Alliant Techsystems Inc.	75/633005	03-Feb-1999	2525604	01-Jan-2002
MIGHTY-LITE	Alliant Techsystems Inc.	75/931144	29-Feb-2000	2428446	13-Feb-2001
JON-E & Design	Alliant Techsystems Inc.	73/088774	28-May-1976	1066296	24-May-1977
CLASSIC	Alliant Techsystems Inc.	75/707290	17-May-1999	2401619	07-Nov-2000
PERSONAL DEFENSE	Alliant Techsystems Inc.	75/707287	17-May-1999	2411530	05-Dec-2000
THE LEADEQUIVALENT	Alliant Techsystems Inc.	75/686172	16-Apr-1999	2416493	26-Dec-2000
FEDERAL CLASSIC	Alliant Techsystems Inc.	75/707849	17-May-1999	2368302	18-Jul-2000
SUPPORT THESHOOTING SPORTS &DESIGN (TM&SM)	Alliant Techsystems Inc.	74/688409	15-Jun-1995	1991090	06-Aug-1996
SUPPORT THESHOOTING SPORTS(TM&SM)	Alliant Techsystems Inc.	74/539689	20-Jun-1994	1989022	23-Jul-1996
TACTICAL LOAD	Alliant Techsystems Inc.	74/340096	14-Dec-1992	1980333	18-Jun-1996
STRIPES Design	Federal Cartridge	72/239033	17-Feb-1966	840725	19-Dec-1967
QWIK POINT	Alliant Techsystems Inc.	74/694038	26-Jun-1995	1991115	06-Aug-1996
AMMO CAN	Alliant Techsystems Inc.	73/615038	15-Aug-1986	1437237	21-Apr-1987
NITREX	Alliant Techsystems Inc.	74/727618	11-Sep-1995	2051560	08-Apr-1997
ADVANT-EDGE	Alliant Techsystems Inc.	78/904613	09-Jun-2006

101

Schedule VIII to the

Security Agreement

AFFECTED IP COLLATERAL

None.

102

Exhibit A to the Amended and

Restated Security Agreement

FORM OF SECURITY AGREEMENT SUPPLEMENT

[                 , 20    ]

Bank of America, N.A.,

as the Administrative Agent for the

Secured Parties referred to in the

Credit Agreement referred to below

Attn:

ALLIANT TECHSYSTEMS INC.

Ladies and Gentlemen:

Reference is made to (i) the Amended and Restated Credit Agreement dated as of March 29, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Alliant Techsystems Inc., a Delaware corporation, as the Borrower, the Lenders party thereto, Bank of America, N.A., as Administrative Agent (together with any successor Administrative Agent appointed pursuant to Article IX of the Credit Agreement, the “Administrative Agent”), and the other Agents and the Arrangers party thereto, and (ii) the Amended and Restated Security Agreement dated March 29, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) made by the Borrower, the Guarantors and any other Grantors from time to time party thereto in favor of the Administrative Agent for the Secured Parties. Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the Security Agreement.

1.Grant of Security. The undersigned hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all of its right, title and interest in and to all of the Collateral of the undersigned, whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or arising, including, without limitation, the property and assets of the undersigned set forth on the attached supplemental schedules to the Schedules to the Security Agreement.

2.Security for Obligations. The grant of a security interest in the Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all Obligations of the undersigned now or hereafter existing under or in respect of the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

Alliant — Amended and Restated Security Agreement Exhibits

103

3.Supplements to Security Agreement Schedules.  The undersigned has attached hereto supplemental Schedules I through VIII to Schedules I through VIII, respectively, to the Security Agreement, and the undersigned hereby certifies, as of the date first above written, that such supplemental schedules have been prepared by the undersigned in substantially the form of the equivalent Schedules to the Security Agreement and are complete and correct.

4.Representations and Warranties.  The undersigned hereby makes each representation and warranty set forth in Section 10 of the Security Agreement (as supplemented by the attached supplemental schedules) as to itself to the same extent as each other Grantor.

5.Obligations Under the Security Agreement. The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.

6.Governing Law. This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,

[NAME OF ADDITIONAL GRANTOR]

By:

Name:

Title:

Address for notices:

104

Exhibit B to the Amended and

Restated Security Agreement

FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT

CONTROL AGREEMENT dated as of March       , 2007, among                        , a                        (the “Grantor”), Bank of America, N.A., as Administrative Agent (the “Secured Party”), and                   , a                    (“                        ”), as securities intermediary (the “Securities Intermediary”).

PRELIMINARY STATEMENTS:

(1)The Grantor has granted the Secured Party a security interest (the “Security Interest”) in account no.                                maintained by the Securities Intermediary for the Grantor (the “Account”).

(2)Terms defined in Article 8 or 9 of the Uniform Commercial Code in effect in the State of New York (“N.Y. Uniform Commercial Code”) are used in this Agreement as such terms are defined in such Article 8 or 9.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto hereby agree as follows:

1.The Account. The Grantor and Securities Intermediary represent and warrant to, and agree with, the Grantor and the Secured Party that:

(a)The Securities Intermediary maintains the Account for the Grantor, and all property held by the Securities Intermediary for the account of the Grantor is, and will continue to be, credited to the Account.

(b)The Account is a securities account.  The Securities Intermediary is the securities intermediary with respect to the property credited from time to time to the Account. The Grantor is the entitlement holder with respect to the property credited from time to time to the Account.

(c)The State of New York is, and will continue to be, the Securities Intermediary’s jurisdiction of organization for purposes of Section 8-110(e) of the UCC so long as the Security Interest shall remain in effect.

(d)Exhibit A attached hereto is a statement of the property credited to the Account on the date hereof.

(e)The Grantor and Securities Intermediary do not know of any claim to or interest in the Account or any property (including, without limitation, funds and financial assets) credited to the Account, except for claims, interests and property of the parties referred to in this Agreement.

Alliant – Amended and Restated Security Agreement Exhibits

105

2.Control by Secured Party.  The Securities Intermediary will comply with all notifications it receives directing it to transfer or redeem any property in the Account (each an “Entitlement Order”) or other directions concerning the Account (including, without limitation, directions to distribute to the Secured Party proceeds of any such transfer or redemption or interest or dividends on property in the Account) (any such Entitlement Order or directions, “Account Directions”) originated by the Secured Party without further consent by the Grantor or any other person.  The Secured Party will not provide Account Directions to the Securities Intermediary prior to delivery to the Securities Intermediary of a Notice of Exclusive Control (as defined below).

3.Grantor’s Rights in Account. (a) Except as otherwise provided in this Section 3, the Securities Intermediary will comply with Account Directions concerning each Account originated by the Grantor without further consent by the Secured Party.

(b)Until the Securities Intermediary receives a notice from the Secured Party that the Secured Party will exercise exclusive control over any Account (a “Notice of Exclusive Control” with respect to such Account), the Securities Intermediary shall comply with Account Directions from the Grantor with respect to such Account, including without limitation, directions to distribute to the Grantor all interest and regular cash dividends on property (including, without limitation, funds and financial assets) in such Account.

(c)If the Securities Intermediary receives from the Secured Party a Notice of Exclusive Control with respect to any Account, the Securities Intermediary will comply only with Account Directions originated by the Secured Party and will cease:

(i)complying with Account Directions or other directions concerning such Account originated by the Grantor and

(ii)distributing to the Grantor interest and dividends on property (including, without limitation, funds and financial assets) in such Account.

4.Priority of Secured Party’s Security Interest.  (a)  The Securities Intermediary subordinates in favor of the Secured Party any security interest, lien, or right of setoff it may have, now or in the future, against the Account or property in the Account, except that the Securities Intermediary will retain its prior lien on property in the Account to secure payment for property purchased for the Account and normal commissions and fees for the Account.

(b)The Securities Intermediary will not agree with any Person not party to this Agreement that the Securities Intermediary will comply with Entitlement Orders originated by such Person.

5.Statements, Confirmations, and Notices of Adverse Claims. (a) The Securities Intermediary will send copies of all statements and confirmations for the Account simultaneously to the Grantor and the Secured Party.

(b)When the Securities Intermediary knows of any claim or interest in the Account or any property credited to the Account other than the claims and interests of the parties

106

referred to in this Agreement, the Securities Intermediary will promptly notify the Secured Party and the Grantor of such claim or interest.

6.The Securities Intermediary’s Responsibility.  (a)  Except for permitting a withdrawal, delivery, or payment in violation of Section 3, the Securities Intermediary will not be liable to the Secured Party for complying with Account Directions concerning the Account from the Grantor that are received by the Securities Intermediary before the Securities Intermediary receives and has a reasonable opportunity to act on a Notice of Exclusive Control.

(b)The Securities Intermediary will not be liable to the Grantor or the Secured Party for complying with a Notice of Exclusive Control or with an Account Direction concerning the Account originated by the Secured Party, even if the Grantor notifies the Securities Intermediary that the Secured Party is not legally entitled to issue the Notice of Exclusive Control or Account Direction unless the Securities Intermediary takes the action after it is served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process.

(c)This Agreement does not create any obligation of the Securities Intermediary except for those expressly set forth in this Agreement and in Part 5 of Article 8 of the N.Y. Uniform Commercial Code.  In particular, the Securities Intermediary need not investigate whether the Secured Party is entitled under the Secured Party’s agreements with the Grantor to give an Account Direction concerning the Account or a Notice of Exclusive Control. The Securities Intermediary may rely on notices and communications it believes are given by the appropriate party.

7.Indemnity. The Grantor will indemnify the Securities Intermediary, its officers, directors, employees and agents against claims, liabilities and expenses arising out of this Agreement (including, without limitation, reasonable attorney’s fees and disbursements), except to the extent the claims, liabilities or expenses are caused by the Securities Intermediary’s gross negligence or willful misconduct.

8.Termination; Survival. (a) The Secured Party may terminate this Agreement by notice to the Securities Intermediary and the Grantor. If the Secured Party notifies the Securities Intermediary that the Security Interest has terminated, this Agreement will immediately terminate.

(b)The Securities Intermediary may terminate this Agreement on 60 days’ prior notice to the Secured Party and the Grantor, provided that before such termination the Securities Intermediary and the Grantor shall make arrangements to transfer the property in the Account to another securities intermediary that shall have executed, together with the Grantor, a control agreement in favor of the Secured Party in respect of such property in substantially the form of this Agreement or otherwise in form and substance satisfactory to the Secured Party.

(c)Sections 6 and 7 will survive termination of this Agreement.

107

9.Governing Law. This Agreement and the Account will be governed by the law of the State of New York. The Securities Intermediary and the Grantor may not change the law governing the Account without the Secured Party’s express prior written agreement.

10.Entire Agreement. This Agreement is the entire agreement, and supersedes any prior agreements, and contemporaneous oral agreements, of the parties concerning its subject matter.

11.Amendments. No amendment of, or waiver of a right under, this Agreement will be binding unless it is in writing and signed by the party to be charged.

12.Financial Assets. The Securities Intermediary agrees with the Secured Party and the Grantor that, to the fullest extent permitted by applicable law, all property credited from time to time to the Account will be treated as “financial assets” under Article 8 of the N.Y. Uniform Commercial Code.

13.Notices. A notice or other communication to a party under this Agreement will be in writing, including by facsimile or telecopy (except that Entitlement Orders may be given orally), will be sent to the party’s address set forth under its name below or to such other address as the party may notify the other parties and will be effective on receipt.

14.Binding Effect. This Agreement shall become effective when it shall have been executed by the Grantor, the Secured Party and the Securities Intermediary, and thereafter shall be binding upon and inure to the benefit of the Grantor, the Secured Party and the Securities Intermediary and their respective successors and assigns.

15.Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

108

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[NAME OF GRANTOR]

By:

Name:

Title:

Address:

BANK OF AMERICA, N.A., as
Administrative Agent

By:

Name:

Title:

Address:

[NAME OF SECURITIES
INTERMEDIARY]

By:

Name:

Title:

Address:

109

Exhibit C to the Amended and

Restated Security Agreement

FORM OF COMMODITY ACCOUNT CONTROL AGREEMENT

CONTROL AGREEMENT dated as of                 ,         , among                        , a                        (the “Grantor”), Bank of America, N.A., as Administrative Agent (the “Secured Party”), and                   , a                    (“                        ”), as commodity intermediary (the “Commodity Intermediary”).

PRELIMINARY STATEMENTS:

(1)The Grantor has granted the Secured Party a security interest (the “Security Interest”) in account no.                    maintained by the Commodity Intermediary for the Grantor (the “Account”).

(2)Terms defined in Article 8 or 9 of the Uniform Commercial Code in effect in the State of New York (“N.Y. Uniform Commercial Code”) are used in this Agreement as such terms are defined in such Article 8 or 9.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto hereby agree as follows:

1.The Account.  The Grantor and the Commodity Intermediary represent and warrant to, and agree with, the Grantor and the Secured Party that:

(a)The Commodity Intermediary maintains the Account for the Grantor, and all commodity contracts held by the Commodity Intermediary for the account of the Grantor is, and will continue to be, carried in the Account.

(b)The Account is a commodity account. The Commodity Intermediary is the commodity intermediary with respect to the commodity contracts carried from time to time in the Account.  The Grantor is the commodity customer with respect to the commodity contracts carried from time to time in the Account.

(c)The State of New York is, and will continue to be, the Commodity Intermediary’s jurisdiction of organization for purposes of Section 9-305(b) of the UCC so long as the Security Interest shall remain in effect.

(d)Exhibit A attached hereto is a statement of the commodity contracts carried in the Account on the date hereof.

(e)The Grantor and Commodity Intermediary do not know of any claim to or interest in the Account or any commodity contract carried in the Account, except for claims, interests and property of the parties referred to in this Agreement.

2.Control by Secured Party.  The Commodity Intermediary will comply with all notifications it receives directing it to apply any value distributed on account of any commodity

Alliant – Amended and Restated Security Agreement Exhibits

110

contract or contracts carried in the Account (each an “Entitlement Order”) or other directions concerning the Account (any such Entitlement Order or direction, “Account Directions”) originated by the Secured Party without further consent by the Grantor or any other person. The Secured Party will not deliver or provide Account Directions to the Commodity Intermediary prior to delivery of a Notice of Exclusive Control as defined below to the Commodity Intermediary.

3.Grantor’s Rights in Account.

(a)Except as otherwise provided in this Section 3, the Commodity Intermediary will comply with Account Directions originated by the Grantor without further consent by the Secured Party.

(b)Until the Commodity Intermediary receives a notice from the Secured Party that the Secured Party will exercise exclusive control over the Account (a “Notice of Exclusive Control”), the Commodity Intermediary shall act on any Account Directions originated by the Grantor concerning the Account or the commodities contract(s) contained therein.

(c)The Commodity Intermediary will not comply with any Account Directions originated by the Grantor that would require the Commodity Intermediary to make a free delivery to the Grantor or any other person.

(d)If the Commodity Intermediary receives from the Secured Party a Notice of Exclusive Control, the Commodity Intermediary will cease:

(i)complying with Account Directions concerning the Account originated by the Grantor and

(ii)distributing to the Grantor any value distributed on account of any commodity contract carried in the Account.

4.Priority of Secured Party’s Security Interest. (a) The Commodity Intermediary subordinates in favor of the Secured Party any security interest, lien, or right of setoff it may have, now or in the future, against the Account or commodity contracts carried in the Account, except that the Commodity Intermediary will retain its prior lien on commodity contracts in the Account to secure payment for commodity contracts purchased for the Account and normal commissions and fees for the Account.

(b)The Commodity Intermediary will not agree with any third party that the Commodity Intermediary will comply with Entitlement Orders originated by the third party.

5.Statements, Confirmations, and Notices of Adverse Claims. (a) The Commodity Intermediary will send copies of all statements and confirmations for the Account simultaneously to the Grantor and the Secured Party.

(b)When the Commodity Intermediary knows of any claim or interest in the Account or any commodity contracts carried in the Account other than the claims and interests of

111

the parties referred to in this Agreement, the Commodity Intermediary will promptly notify the Secured Party and the Grantor of such claim or interest.

6.The Commodity Intermediary’s Responsibility.  (a)  The Commodity Intermediary will not be liable to the Secured Party for complying with Account Directions concerning the Account from the Grantor that are received by the Commodity Intermediary before the Commodity Intermediary receives and has a reasonable opportunity to act on a Notice of Exclusive Control.

(b)The Commodity Intermediary will not be liable to the Grantor for complying with a Notice of Exclusive Control or with an Account Direction concerning the Account originated by the Secured Party, even if the Grantor notifies the Commodity Intermediary that the Secured Party is not legally entitled to issue the Notice of Exclusive Control or Entitlement Order or such other direction unless the Commodity Intermediary takes the action after it is served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process.

(c)This Agreement does not create any obligation of the Commodity Intermediary except for those expressly set forth in this Agreement.  In particular, the Commodity Intermediary need not investigate whether the Secured Party is entitled under the Secured Party’s agreements with the Grantor to give an Entitlement Order or other direction concerning the Account or a Notice of Exclusive Control. The Commodity Intermediary may rely on notices and communications it believes given by the appropriate party.

7.Indemnity. The Grantor will indemnify the Commodity Intermediary, its officers, directors, employees and agents against claims, liabilities and expenses arising out of this Agreement (including, without limitation, reasonable attorney’s fees and disbursements), except to the extent the claims, liabilities or expenses are caused by the Commodity Intermediary’s gross negligence or willful misconduct.

8.Termination; Survival. (a) The Secured Party may terminate this Agreement by notice to the Commodity Intermediary and the Grantor.  If the Secured Party notifies the Commodity Intermediary that the Security Interest has terminated, this Agreement will immediately terminate.

(b)The Commodity Intermediary may terminate this Agreement on 60 days’ prior notice to the Secured Party and the Grantor, provided that before such termination the Commodity Intermediary and the Grantor shall make arrangements to transfer the commodity contracts carried in the Account to another commodity intermediary that shall have executed, together with the Grantor, a control agreement in favor of the Secured Party in respect of such commodity contracts in substantially the form of this Agreement or otherwise in form and substance satisfactory to the Secured Party.

(c)Sections 6 and 7 will survive termination of this Agreement.

112

9.Governing Law. This Agreement and the Account will be governed by the law of the State of New York. The Commodity Intermediary and the Grantor may not change the law governing the Account without the Secured Party’s express prior written agreement.

10.Entire Agreement. This Agreement is the entire agreement, and supersedes any prior agreements, and contemporaneous oral agreements, of the parties concerning its subject matter.

11.Amendments. No amendment of, or waiver of a right under, this Agreement will be binding unless it is in writing and signed by the party to be charged.

12.Commodity Contracts.  The Commodity Intermediary agrees with the Secured Party and the Grantor that, to the fullest extent permitted by applicable law, all property carried from time to time in the Account will be treated as commodity contracts under Article 9 of the N.Y. Uniform Commercial Code.

13.Notices. A notice or other communication to a party under this Agreement will be in writing (except that Entitlement Orders may be given orally), will be sent to the party’s address set forth under its name below or to such other address as the party may notify the other parties and will be effective on receipt.

14.Binding Effect. This Agreement shall become effective when it shall have been executed by the Grantor, the Secured Party and the Commodity Intermediary, and thereafter shall be binding upon and inure to the benefit of the Grantor, the Secured Party and the Commodity Intermediary and their respective successors and assigns.

15.Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

113

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[NAME OF GRANTOR]

By:

Name:

Title:

Address:

[SECURED PARTY]

By:

Name:

Title:

Address for Notices:

[COMMODITY INTERMEDIARY]

By:

Name:

Title:

Address for Notices:

114

Exhibit D to the Amended and

Restated Security Agreement

FORM OF ACCOUNT CONTROL AGREEMENT

(Deposit Account)

ACCOUNT CONTROL AGREEMENT (this “Agreement”) dated as of March     , 2007, among                        , a                        (the “Grantor”),                       , Bank of America, N.A., as Administrative Agent (the “Secured Party”), and                   , a                    (“                        ”), as depository bank (the “Account Holder”).

PRELIMINARY STATEMENTS:

(1)The Grantor has granted the Secured Party a security interest (the “Security Interest”) in the following accounts maintained by the Account Holder for the Grantor (each, an “Account” and collectively, the “Accounts”):

[Insert account numbers and other identifying information.]

(2)Terms defined in Article 9 of the Uniform Commercial Code in effect in the State of New York (“N.Y. Uniform Commercial Code”) are used in this Agreement as such terms are defined in such Article 9.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto hereby agree as follows:

1.The Accounts. The Grantor and Account Holder represent and warrant to, and agree with, the Secured Party that:

(a)The Account Holder maintains each Account for the Grantor, and all property (including, without limitation, all funds and financial assets) held by the Account Holder for the account of the Grantor are, and will continue to be, credited to an Account in accordance with instructions given by the Grantor (unless otherwise provided herein).

(b)The Account is a deposit account. The Account Holder is the bank with which each deposit account is maintained. The Grantor is the Account Holder’s customer with respect to the Accounts.

(c)Notwithstanding any other agreement to the contrary, the Account Holder’s jurisdiction with respect to each Account for purposes of the N.Y. Uniform Commercial Code is, and will continue to be for so long as the Security Interest shall be in effect, the State of New York.

(d)The Grantor and Account Holder do not know of any claim to or interest in any Account or any property (including, without limitation, funds) credited to any Account, except for claims, interests, and property of the parties referred to in this Agreement.

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115

2.Control by Secured Party.  The Account Holder will comply with (i) all instructions directing disposition of the funds in any and all of the Accounts, (ii) all notifications and entitlement orders that the Account Holder receives directing it to transfer or redeem any financial asset in any and all of the Accounts, and (iii) all other directions concerning any and all of the Accounts, including, without limitation, directions to distribute to the Secured Party proceeds of any such transfer or redemption or interest or dividends on property in any and all of the Accounts (any such instruction, notification or direction referred to in clause (i), (ii) or (iii) above being an “Account Direction”), in each case of clauses (i), (ii) and (iii) above originated by the Secured Party without further consent by the Grantor or any other Person. The Secured Party will not provide Account Directions to the Account Holder prior to delivery to the Account Holder of a Notice of Exclusive Control (as defined below).

3.Grantor’s Rights in Accounts. (a) Except as otherwise provided in this Section 3, the Account Holder will comply with Account Directions and other directions concerning each Account originated by the Grantor without further consent by the Secured Party.

(b)Until the Account Holder receives a notice from the Secured Party that the Secured Party will exercise exclusive control over any Account (a “Notice of Exclusive Control” with respect to such Account), the Account Holder shall comply with Account Directions from the Grantor with respect to such Account, including without limitation, directions to distribute to the Grantor all interest and regular cash dividends on property (including, without limitation, funds and financial assets) in such Account.

(c)If the Account Holder receives from the Secured Party a Notice of Exclusive Control with respect to any Account, until the revocation, if any, of such notice, the Account Holder will comply only with Account Directions originated by the Secured Party and will cease:

(i)complying with Account Directions or other directions concerning such Account originated by the Grantor and

(ii)distributing to the Grantor interest and dividends on property (including, without limitation, funds and financial assets) in such Account.

4.Priority of Secured Party’s Security Interest.  (a)  The Account Holder (i) subordinates to the Security Interest and in favor of the Secured Party any security interest, lien, or right of recoupment or setoff that the Account Holder may have, now or in the future, against any Account or property (including, without limitation, any funds and financial assets) credited to any Account, and (ii) agrees that it will not exercise any right in respect of any such security interest or lien or any such right of recoupment or setoff until the Security Interest is terminated, except that the Account Holder (A) will retain its prior security interest and lien on property credited to any Account, (B) may exercise any right in respect of such security interest or lien, and (C) may exercise any right of recoupment or setoff against any Account, in the case of clauses (A), (B) and (C) above, to secure or to satisfy, and only to secure or to satisfy, payment (x) for such property, (y) for its customary fees and expenses for the routine maintenance and operation of such Account, and (z) for the face amount of any items that have been credited to such Account but are subsequently returned unpaid because of uncollected or insufficient funds.

116

(b)The Account Holder will not enter into any other agreement with any Person relating to Account Directions or other directions with respect to any Account.

5.Statements, Confirmations, and Notices of Adverse Claims. (a)   The Account Holder will send copies of all statements and confirmations for each Account simultaneously to the Secured Party and the Grantor.

(b)When the Account Holder knows of any claim or interest in any Account or any property (including, without limitation, funds and financial assets) credited to any Account other than the claims and interests of the parties referred to in this Agreement, the Account Holder will promptly notify the Secured Party and the Grantor of such claim or interest.

6.The Account Holder’s Responsibility. (a) Except for permitting a withdrawal, delivery, or payment in violation of Section 3, the Account Holder will not be liable to the Secured Party for complying with Account Directions or other directions concerning any Account from the Grantor that are received by the Account Holder before the Account Holder receives and has a reasonable opportunity to act on a Notice of Exclusive Control.

(b)The Account Holder will not be liable to the Grantor or the Secured Party for complying with a Notice of Exclusive Control or with an Account Direction or other direction concerning any Account originated by the Secured Party, even if the Grantor notifies the Account Holder that the Secured Party is not legally entitled to issue the Notice of Exclusive Control or Account Direction or such other direction unless the Account Holder takes the action after it is served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process.

(c)This Agreement does not create any obligation of the Account Holder except for those expressly set forth in this Agreement and, in the case of any Account that is a securities account, in Part 5 of Article 8 of the N.Y. Uniform Commercial Code and, in the case of any Account that is a deposit account, in Article 4 of the N.Y. Uniform Commercial Code. In particular, the Account Holder need not investigate whether the Secured Party is entitled under the Secured Party’s agreements with the Grantor to give an Account Direction or other direction concerning any Account or a Notice of Exclusive Control.  The Account Holder may rely on notices and communications it believes given by the appropriate party.

7.Indemnity.  The Grantor will indemnify the Account Holder, its officers, directors, employees and agents against claims, liabilities and expenses arising out of this Agreement (including, without limitation, reasonable attorney’s fees and disbursements), except to the extent the claims, liabilities or expenses are caused by the Account Holder’s gross negligence or willful misconduct.

8.Termination; Survival. (a) The Secured Party may terminate this Agreement by notice to the Account Holder and the Grantor. If the Secured Party notifies the Account Holder that the Security Interest has terminated, this Agreement will immediately terminate.

(b)The Account Holder may terminate this Agreement on 60 days’ prior notice to the Secured Party and the Grantor, provided that before such termination the Account

117

Holder and the Grantor shall make arrangements to transfer the property (including, without limitation, all funds and financial assets) credited to each Account to another Account Holder that shall have executed, together with the Grantor, a control agreement in favor of the Secured Party in respect of such property in substantially the form of this Agreement or otherwise in form and substance satisfactory to the Secured Party.

(c)Sections 6 and 7 will survive termination of this Agreement.

9.Governing Law. This Agreement and each Account will be governed by the law of the State of New York.  The Account Holder and the Grantor may not change the law governing any Account without the Secured Party’s express prior written agreement.

10.Entire Agreement. This Agreement is the entire agreement, and supersedes any prior agreements, and contemporaneous oral agreements, of the parties concerning its subject matter.

11.Amendments. No amendment of, or waiver of a right under, this Agreement will be binding unless it is in writing and signed by the party to be charged.

12.Notices. A notice or other communication to a party under this Agreement will be in writing, including by facsimile or telecopy (except that Account Directions may be given orally), will be sent to the party’s address set forth under its name below or to such other address as the party may notify the other parties and will be effective on receipt.

13.Binding Effect. This Agreement shall become effective when it shall have been executed by the Grantor, the Secured Party and the Account Holder, and thereafter shall be binding upon and inure to the benefit of the Grantor, the Secured Party and the Account Holder and their respective successors and assigns.

14.Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[NAME OF GRANTOR]

By:

Name:

Title:

Address:

118

BANK OF AMERICA, N.A., as
Administrative Agent

By:

Name:

Title:

Address:

[NAME OF ACCOUNT HOLDER]

By:

Name:

Title:

Address:

119

Exhibit E to the Amended and

Restated Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated March 31, 2004, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Bank of America, N.A. (“Bank of America”), as Administrative Agent (the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, Alliant Techsystems Inc., a Delaware corporation, has entered into an Amended and Restated Credit Agreement dated as of March 29, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with Bank of America, N.A., as Administrative Agent, and the other Agents and the Arrangers party thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

WHEREAS, as a condition precedent to the making of Loans by the Lenders and the issuance of Letters of Credit by the L/C Issuers under the Credit Agreement and the entry into Secured Hedge Agreements by the Hedge Banks from time to time, each Grantor has executed and delivered that certain Amended and Restated Security Agreement dated March 29, 2007 made by the Grantors to the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”).

WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office and other governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

1.Grant of Security. Each Grantor hereby grants to the Administrative Agent for the ratable benefit of the Secured Parties a security interest in all of such Grantor’s right, title and interest in and to the following (the “Collateral”):

(a)the patents and patent applications set forth on Schedule A hereto (the “Patents”);

(b)the trademark and service mark registrations and applications set forth on Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby (the “Trademarks”);

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120

(c)all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

(d)any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and

(e)any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing.

2.Security for Obligations. The grant of a security interest in, the Collateral by each Grantor under this IP Security Agreement secures the payment of all Obligations of such Grantor now or hereafter existing under or in respect of the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

3.Recordation.  Each Grantor authorizes and requests that the Commissioner for Patents and Trademarks and any other applicable U.S. government officer record this IP Security Agreement.

4.Execution in Counterparts. This IP Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

5.Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement.  Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Administrative Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

6.Governing Law. This IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

121

IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

ALLIANT TECHSYSTEMS INC.

By:

Name:

Title:

Address for Notices:

By:

Name:

Title:

Address for Notices:

122

[NAME OF GRANTOR]

By:

Name:

Title:

Address for Notices:

[NAME OF GRANTOR]

By:

Name:

Title:

Address for Notices:

[ETC.]

123

Exhibit F to the Amended and

Restated Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this “IP Security Agreement Supplement”) dated                  ,       , is made by the Person listed on the signature page hereof (the “Grantor”) in favor of Bank of America, N.A. (“Bank of America”), as Administrative Agent (the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, Alliant Techsystems Inc., a Delaware corporation, has entered into an Amended and Restated Credit Agreement dated as of March 29, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with Bank of America, as Administrative Agent, and the other Agents and the Arrangers party thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

WHEREAS, pursuant to the Credit Agreement, the Grantor and certain other Persons have executed and delivered that certain Amended and Restated Security Agreement dated March 29, 2007 made by the Borrower, the Guarantors and any other Grantors from time to time party thereto (collectively, the “Grantors”) in favor of the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) and that certain Intellectual Property Security Agreement dated March 29, 2007 made by the Grantors in favor of the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”).

WHEREAS, under the terms of the IP Security Agreement, the Grantor has granted to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in the Additional Collateral (as defined in Section 1 below) of the Grantor and has agreed as a condition thereof to execute this IP Security Agreement Supplement for recording with the U.S. Patent and Trademark Office and other U.S. governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as follows:

1.Grant of Security. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in and to the following (the “Additional Collateral”):

(a)the patents and patent applications set forth on Schedule A hereto (the “Patents”);

(b)the trademark and service mark registrations and applications set forth on Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such

Alliant – Amended and Restated Security Agreement Exhibits

124

intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby (the “Trademarks”);

(c)all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

(d)all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and

(e)any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the foregoing or arising from any of the foregoing.

2.Supplement to IP Security Agreement.  Schedules A and B to the IP Security Agreement are, effective as of the date hereof, hereby supplemented to add to such Schedule the Additional Collateral.

3.Security for Obligations.  The grant of a security interest in the Additional Collateral by the Grantor under this IP Security Agreement Supplement secures the payment of all Obligations of the Grantor now or hereafter existing under or in respect of the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

4.Recordation.  The Grantor authorizes and requests that the Commissioner for Patents and Trademarks and any other applicable U.S. government officer to record this IP Security Agreement Supplement.

5.Grants, Rights and Remedies. This IP Security Agreement Supplement has been entered into in conjunction with the provisions of the Security Agreement. The Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Administrative Agent with respect to the Additional Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

6.Governing Law. This IP Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

125

IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

[NAME OF GRANTOR]

By:

Name:

Title:

Address for Notices:

126

Exhibit G to the Amended and

 Restated Security Agreement

FORM OF CONSENT TO ASSIGNMENT OF LETTER OF CREDIT RIGHTS

To:[                ], as Administrative Agent

[                                        ]

[                                        ]

[                                        ]

[INSERT NAME OF BENEFICIARY], as Beneficiary

[                                        ]

[                                        ]

[                                        ]

We refer to the [INSERT ALL IDENTIFYING INFORMATION WITH RESPECT TO RELEVANT LETTER OF CREDIT] (as it may be amended, supplemented or otherwise modified from time to time, the “Letter of Credit”), a true copy of which is attached hereto.  The Letter of Credit has been established in favor of [INSERT NAME OF BENEFICIARY], as beneficiary (the “Beneficiary”), and we are the [issuing bank (the “Issuing Bank”)][nominated person (the “Nominated Person”)] required to give value thereunder pursuant to one [or more] drawing[s] upon the satisfaction of the conditions stated in the Letter of Credit. The liability of the [Issuing Bank][Nominated Person] for action or omissions under the Letter of Credit is governed by the laws of [INSERT RELEVANT JURISDICTION], as chosen by agreement in the Letter of Credit.  To the best knowledge of the undersigned, the signatories to this consent letter are the only persons obligated to give value under the Letter of Credit.

We hereby confirm that there is no term in the Letter of Credit or other restriction which prohibits, restricts or requires any person’s consent to the Beneficiary’s assignment of or creation of a security interest in the rights to payment or performance under the Letter of Credit. We hereby consent to and acknowledge the assignment by the Beneficiary of all proceeds of and rights to payment and performance under the Letter of Credit in favor of Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) pursuant to the Amended and Restated Security Agreement dated as of March 29, 2007 executed by the Beneficiary and other parties thereto, as Grantors, in favor of the Administrative Agent, as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time (the “Security Agreement”).

We hereby agree to pay, irrespective of, and without deduction for, any counterclaim, defense, recoupment or set-off, all proceeds of the Letter of Credit that would otherwise be paid to the Beneficiary directly to the Administrative Agent to the following account:

[                                        ]

[                                        ]

[                                        ]

Alliant – Amended and Restated Security Agreement Exhibits

127

We hereby confirm and agree that the Letter of Credit is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and that the Administrative Agent shall have no liability or obligation under or with respect to the Letter of Credit or any document related thereto as a result of this consent letter, the Security Agreement or otherwise.

This consent letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same consent letter. Delivery of an executed counterpart of a signature page to this consent letter by telecopier shall be effective as delivery of an original executed counterpart of this consent letter.

This consent letter shall be governed by, and construed in accordance with, the laws of the State of New York.

	[NAME OF ISSUING BANK]
	By:
	Name:
	Title:
	[NAME OF NOMINATED PERSON]
	By:
	Name:
	Title:
The above is acknowledged and agreed to:
[NAME OF GRANTOR/BENEFICIARY]
By:
Name:
Title:
Address for Notices:

128

Exhibit H-1 to the Amended and

Restated Security Agreement

FORM OF ASSIGNMENT OF GOVERNMENT CLAIMS(1)

Reference is made to (i) the Amended and Restated Credit Agreement dated as of March 29, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time), among Alliant Techsystems Inc., a Delaware corporation, as the Borrower (the “Borrower”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent (together with any successor Administrative Agent appointed pursuant to Article IX of the Credit Agreement, the “Administrative Agent”), and the other Agents and the Arrangers party thereto and (ii) the Amended and Restated Security Agreement dated as of March 29, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time), made by the Borrower, the other Persons listed on the signature pages thereof and the Additional Grantors to the Administrative Agent.

FOR VALUE RECEIVED, the undersigned does hereby sell, assign, and transfer unto Bank of America, N.A., as Administrative Agent, all monies due or to become due under the following contract:

[Contract number], executed on [date of contract], between [Grantor’s name and address as listed on contract] and [name of Governmental Party, name of its office, and address]. [Description of the nature of the contract].(2)

IN WITNESS WHEREOF, the undersigned, through its duly authorized officer, has caused this Agreement to be duly executed this      day of             , 20    .

	[GRANTOR]
	By:
	Name:
	Title:
	[officer other than the attesting secretary or assistant secretary].
[CORPORATE SEAL]
	Attested
	By:
	Name:

(1)Two originals of this instrument of Assignment must be delivered to the Administrative Agent along with two certified copies of Board resolutions authorizing the officer to execute the Assignment, if not impressed with the corporate seal.

(2)Description subject to applicable laws, rules, and regulations or orders relating to national security.

Alliant – Amended and Restated Security Agreement Exhibits

129

[Assistant] Secretary of Grantor

130

Exhibit H-2 to the Amended and

Restated Security Agreement

FORM OF NOTICE OF ASSIGNMENT OF GOVERNMENT CLAIMS(1)

TO:                                               ,(2)

This has reference to Contract No.                              dated                         , entered into between [Grantor], [address] (the “Contractor”), and                             [governmental agency, name of office, and address], for  [describe nature of the contract](3).

Monies due or to become due under the contract described above have been assigned to the undersigned under the provisions of the Assignment of Claims Act of 1940, as amended, 31 U.S.C. Section 3727 and 41 U.S.C. Section 15.

A true copy of the instrument of assignment executed by the Contractor on                      [date], is attached to the original notice.

Payments due or to become due under this contract should be made to the undersigned assignee as follows:

[INSERT PAYMENT INSTRUCTIONS]

Please return to the undersigned the three enclosed copies of this notice with appropriate notations showing the date and hour of receipt, and signed by the person acknowledging receipt on behalf of the addressee.

Very truly yours,

Bank of America, N.A.,

as Administrative Agent

By:

Name:

Title:

Address:

(1)Two originals and three copies are required to be delivered to the Administrative Agent along with two originals of the instrument of assignment.

(2)Name, address and telephone number of the following parties specified in FAR 32.802(e): [contracting officer, administrative contracting officer and agency head], [surety on any bond applicable, if any], and [disbursing officer designated in the contract].

(3)Description subject to applicable laws, rules and regulations or orders relating to national security.

Alliant – Amended and Restated Security Agreement Exhibits

131

Exhibit H-3 to the Amended and

Restated Security Agreement

FORM OF ACKNOWLEDGMENT

Receipt is acknowledged of the above notice and of a copy of the instrument of assignment. They were received at                      (a.m.) (p.m.) on                           , 20      .

	[signature]
	Name:
	Title:
On Behalf of
[Name of addressee of this notice]

Alliant – Amended and Restated Security Agreement Exhibits

132

EXHIBIT H

FORM OF MORTGAGE

DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS
AND LEASES AND FIXTURE FILING ([STATE])

by and from

[                         ], “Grantor”

to

[                         ], “Trustee”

for the benefit of

BANK OF AMERICA, N.A., in its capacity as Agent, “Beneficiary”

Dated as of [                         ], 20  

Location:	[                        ]
Municipality:	[                        ]
County:	[                        ]
State:	[                        ]

[insert only if deed of trust is capped:  THE MAXIMUM PRINCIPAL INDEBTEDNESS WHICH IS SECURED BY OR WHICH BY ANY CONTINGENCY MAY BE SECURED BY THIS DEED OF TRUST IS $                      .]

THE SECURED PARTY (BENEFICIARY) DESIRES THIS FIXTURE FILING
TO BE INDEXED AGAINST THE RECORD OWNER OF THE REAL ESTATE DESCRIBED HEREIN.

PREPARED BY, RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York  10022-6069

Attention:  Malcolm K. Montgomery, Esq.

File #3232-388

DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS
AND LEASES AND FIXTURE FILING ([STATE])

THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING ([STATE]) (this “Deed of Trust”) is dated as of [                        , 20     by and from [                                    ], a [                        ] [                        ] (“Grantor”), whose address is [                                                        ] to [                                    ], a [                        ] [                        ], (“Trustee”), with an address at [                                                ], for the benefit of BANK OF AMERICA, N.A., a national association, as administrative agent (in such capacity, “Agent”) for the Secured Parties as defined in the Credit Agreement (defined below), having an address at Independence Center, 15th Floor, NC1-001-15-04, 101 North Tryon Street, Charlotte, North Carolina 28255 (Agent, together with its successors and assigns, “Beneficiary”).

[insert only if deed of trust is capped:  ANY PROVISION HEREIN TO THE CONTRARY NOTWITHSTANDING, THE MAXIMUM PRINCIPAL INDEBTEDNESS WHICH IS SECURED BY OR WHICH BY ANY CONTINGENCY MAY BE SECURED BY THIS DEED OF TRUST IS $[                      ] (THE “SECURED AMOUNT”).]

ARTICLE 1

DEFINITIONS

Section 1.1Definitions.  All capitalized terms used herein without definition shall have the respective meanings ascribed to them in that certain Amended and Restated Credit Agreement dated as of March 29, 2007, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time (the “Credit Agreement”), among Grantor, as borrower [replace the preceding “Grantor, as Borrower” with “Alliant Techsystems Inc., as borrower (‘Borrower’)” if the deed of trust is to secure guaranteed obligations], Agent and the other Secured Parties identified therein.  As used herein, the following terms shall have the following meanings:

(a)“Event of Default”:  An Event of Default under and as defined in the Credit Agreement.

(b)[“Guaranty”:  That certain Amended and Restated Subsidiary Guaranty by and from Grantor and the other guarantors referred to therein for the benefit of the Secured Parties dated as of March 29, 2007, as the same may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time.  insert if instrument secures guaranteed obligations.]

(c)“Indebtedness”:  (1) All indebtedness of Grantor to Beneficiary or any of the other Secured Parties under the Credit Agreement or any other Loan Document [include if instrument secures guaranteed obligations: to which Grantor is a party], including, without limitation [include if instrument secures guaranteed obligations: (except as otherwise set forth in Section [1(b)] of the Guaranty)], the sum of all (a) principal, interest and other amounts owing under or evidenced or secured by the Loan Documents, (b) principal, interest and other amounts which may hereafter be lent by Beneficiary or any of the other Secured Parties under or in connection with the Credit Agreement or any of the other Loan Documents, whether evidenced by a promissory note or other instrument which, by its terms, is secured hereby, and (c) obligations and liabilities of any nature now or hereafter existing under or arising in connection with Letters of Credit and other extensions of credit under the Credit Agreement or any of the other Loan Documents and reimbursement obligations in respect thereof, together with interest and other amounts payable with respect thereto, and (2) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Grantor to Beneficiary or any of the other Secured Parties under documents which recite that they are intended to be secured by this Deed of Trust.  The

Credit Agreement contains a revolving credit facility which permits Grantor [replace the preceding “Grantor” with “Borrower” if the deed of trust is to secure guaranteed obligations] to borrow certain principal amounts, repay all or a portion of such principal amounts, and reborrow the amounts previously paid to the Secured Parties, all upon satisfaction of certain conditions stated in the Credit Agreement.  [use only if the deed of trust is capped:  Subject to the provisions of Section 2.2, this]  [This] Deed of Trust secures all advances and re-advances under the Credit Agreement, including, without limitation, those under the revolving credit facility contained therein.

(d)“Mortgaged Property”:  The fee interest in the real property described in Exhibit A attached hereto and incorporated herein by this reference, together with any greater estate therein as hereafter may be acquired by Grantor (the “Land”), and all of Grantor’s right, title and interest in and to (1) all improvements now owned or hereafter acquired by Grantor, now or at any time situated, placed or constructed upon the Land (the “Improvements”; the Land and Improvements are collectively referred to as the “Premises”), (2) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Grantor and now or hereafter attached to, installed in or used in connection with any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the “Fixtures”), (3) all goods, accounts, inventory, general intangibles, instruments, documents, contract rights and chattel paper, including all such items as defined in the UCC (defined below), now owned or hereafter acquired by Grantor and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Premises (the “Personalty”), (4) all reserves, escrows or impounds required under the Credit Agreement or any of the other Loan Documents and all deposit accounts maintained by Grantor with respect to the Mortgaged Property (the “Deposit Accounts”), (5) all leases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant to any Person a possessory interest in, or the right to use, all or any part of the Mortgaged Property, together with all related security and other deposits (the “Leases”), (6) all of the rents, revenues, royalties, income, proceeds, profits, accounts receivable, security and other types of deposits, and other benefits paid or payable by parties to the Leases for using, leasing, licensing possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the “Rents”), (7) all other agreements, such as construction contracts, architects’ agreements, engineers’ contracts, utility contracts, maintenance agreements, management agreements, service contracts, listing agreements, guaranties, warranties, permits, licenses, certificates and entitlements in any way relating to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property (the “Property Agreements”), (8) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing, (9) all property tax refunds payable with respect to the Mortgaged Property (the “Tax Refunds”),  (10) all accessions, replacements and substitutions for any of the foregoing and all proceeds thereof (the “Proceeds”),  (11) all insurance policies, unearned premiums therefor and proceeds from such policies covering any of the above property now or hereafter acquired by Grantor (the “Insurance”), and (12) all awards, damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to any condemnation or other taking (or any purchase in lieu thereof) of all or any portion of the Land, Improvements, Fixtures or Personalty (the “Condemnation Awards”).  As used in this Deed of Trust, the term “Mortgaged Property” shall mean all or, where the context permits or requires, any portion of the above or any interest therein.

(e)“Obligations”:  All of the agreements, covenants, conditions, warranties, representations and other obligations of Grantor [delete if instrument secures guaranteed obligations:  (including, without limitation, the obligation to repay the Indebtedness)] under the Credit Agreement and the other Loan Documents to which it is a party.

2

(f)“Permitted Liens”:  Liens described in Section 7.01 of the Credit Agreement other than clauses (k) and (n) thereof.

(g)“Security Agreement”:  That certain Amended and Restated Security Agreement by and from Grantor and the other grantors referred to therein to Agent and the other Secured Parties dated March 29, 2007, as the same may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time.

(h)“UCC”:  The Uniform Commercial Code of [STATE] or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than [STATE], then, as to the matter in question, the Uniform Commercial Code in effect in that state.

ARTICLE 2

GRANT[insert only if the deed of trust is capped:  ; REVOLVING LOAN]

Section 2.1Grant.  To secure the full and timely payment of the Indebtedness and the full and timely performance of the Obligations, Grantor GRANTS, BARGAINS, ASSIGNS, SELLS, CONVEYS and CONFIRMS, to Trustee the Mortgaged Property, subject, however, only to the matters that are set forth on Exhibit B attached hereto (the “Permitted Encumbrances”) and to Permitted Liens, TO HAVE AND TO HOLD the Mortgaged Property, IN TRUST, [WITH POWER OF SALE] [TO BE INSERTED IN THE STATES WHERE APPLICABLE], and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Trustee, subject to the Permitted Encumbrances and the Permitted Liens.

Section 2.2Treatment of Borrowings and Repayments.  [insert only if the deed of trust is capped:  Pursuant to the Credit Agreement, the amount of the Indebtedness may increase and decrease from time to time as the Secured Parties advance, Grantor [replace the preceding “Grantor” with “Borrower” if the deed of trust is to secure guaranteed obligations] repays, and the Secured Parties re-advance sums pursuant to the Credit Agreement.  For purposes of this Deed of Trust, so long as the balance of the Indebtedness equals or exceeds the Secured Amount, the amount of the Indebtedness secured by this Deed of Trust shall at all times equal only the Secured Amount.  Such Secured Amount represents only a portion of the first sums advanced by the Secured Parties in respect of the Indebtedness.

Section 2.3Reduction of Secured Amount.  [insert only if the deed of trust is capped:  The Secured Amount shall be reduced only by the last and final sums that Grantor [replace the preceding “Grantor” with “Borrower” if the deed of trust is to secure guaranteed obligations] repays with respect to the Indebtedness and shall not be reduced by any intervening repayments of the Indebtedness.  So long as the balance of the Indebtedness exceeds the Secured Amount, any payments and repayments of the Indebtedness shall not be deemed to be applied against, or to reduce, the portion of the Indebtedness secured by this Deed of Trust.  Such payments shall instead be deemed to reduce only such portions of the Indebtedness as are secured by other collateral located outside of the State of [STATE].

ARTICLE 3

WARRANTIES, REPRESENTATIONS AND COVENANTS

Grantor warrants, represents and covenants to Beneficiary as follows:

Section 3.1Title to Mortgaged Property and Lien of this Instrument.  Grantor owns the Mortgaged Property free and clear of any liens, claims or interests, except the Permitted Encumbrances and the Permitted Liens.  This Deed of Trust creates valid, enforceable first priority liens

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and security interests against the Mortgaged Property, subject to the Permitted Encumbrances and the Permitted Liens.

Section 3.2First Lien Status.  Grantor shall preserve and protect the first lien and security interest status of this Deed of Trust and such other Loan Documents that create security interests, subject to the Permitted Encumbrances and the Permitted Liens.  If any lien or security interest other than a Permitted Encumbrance or a Permitted Lien is asserted against the Mortgaged Property, Grantor shall promptly, and at its expense, (a) give Beneficiary a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be discharged or released or contest the same in compliance with the requirements of the Credit Agreement (including the requirement of providing a bond or other security reasonably satisfactory to Beneficiary).

Section 3.3Payment and Performance.  Grantor shall pay the Indebtedness when due under the Credit Agreement and the other Loan Documents and shall perform the Obligations in full when they are required to be performed.

Section 3.4Replacement of Fixtures and Personalty.  Grantor shall not, without the prior written consent of Beneficiary, permit any of the Fixtures or removable Personalty owned or leased by Grantor to be removed at any time from the Land or Improvements, unless the removed item is removed temporarily for maintenance and repair or is permitted to be removed by the Credit Agreement.

Section 3.5Inspection.  Grantor shall permit Beneficiary and its agents, representatives and employees to inspect the Mortgaged Property and all books and records of Grantor located thereon in accordance with Section 6.10 of the Credit Agreement and to conduct environmental studies of the Mortgaged Property in accordance with Section 6.17 of the Credit Agreement.  At the request of Beneficiary after Beneficiary shall have obtained knowledge of any circumstances that would reasonably require an engineering study to determine if remedial work to the Mortgaged Property is required to maintain the Mortgaged Property in good working order (reasonable wear and tear excepted), Grantor shall provide to Beneficiary and the other Secured Parties within sixty days after such request, at the expense of Grantor, an engineering report for the Mortgaged Property, prepared by an engineering consulting firm acceptable to Beneficiary, indicating any structural deficiencies and the estimated cost of any remedial action required in connection with curing such deficiencies.  Without limiting the generality of the foregoing, if Beneficiary determines at any time that a material risk exists that any such report will not be provided within the time referred to above, Beneficiary may retain an engineering consulting firm to prepare such report at the expense of Grantor, and Grantor shall grant access at the time of such request to Beneficiary, the other Secured Parties, such firm and any agents or representatives thereof to the Mortgaged Property to prepare such a report.

Section 3.6Other Covenants.  All of the covenants in the Credit Agreement are incorporated herein by reference and, together with covenants in this Article 3, shall be covenants running with the Land.

Section 3.7Insurance; Condemnation Awards and Insurance Proceeds

(a)Insurance.  Grantor shall maintain or cause to be maintained insurance with respect to the Mortgaged Property as required pursuant to the provisions of Section 6.07 of the Credit Agreement.  Each such policy of insurance shall name Beneficiary as the loss payee (or, in the case of liability insurance, an additional insured) thereunder for the ratable benefit of the Secured Parties as their interests may appear and shall (except in the case of liability insurance) name Beneficiary as the “mortgagee”

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under a so-called “New York” long form non-contributory endorsement and shall provide that such insurer will endeavor to give not less than 30 days’ prior notice to Beneficiary of termination, lapse or cancellation of such insurance.  In addition to the foregoing, if any portion of the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (or any amendment or successor act thereto), then Grantor shall maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to such Act.

(b)Condemnation Awards.  Grantor assigns all Condemnation Awards to Beneficiary as security for the Indebtedness and the full and timely performance of the Obligations.  The collection, receipt and application of such Condemnation Awards shall be governed by Section 2.05(b)(i) of the Credit Agreement.

(c)Insurance Proceeds.  Grantor assigns to Beneficiary all proceeds of any insurance policies insuring against loss or damage to the Mortgaged Property as security for the Indebtedness and the full and timely performance of the Obligations.  The collection, receipt and application of such insurance proceeds shall be governed by Section 2.05(b)(i) of the Credit Agreement.

ARTICLE 4

[Intentionally Omitted]

ARTICLE 5

DEFAULT AND FORECLOSURE

Section 5.1Remedies.  Upon the occurrence and during the continuance of an Event of Default, Beneficiary may, at Beneficiary’s election and by or through Trustee or otherwise, exercise any or all of the following rights, remedies and recourses:

(a)Acceleration.  Subject to any provisions of the Loan Documents providing for the automatic acceleration of the Indebtedness upon the occurrence of certain Events of Default, declare the Indebtedness to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Grantor), whereupon the same shall become immediately due and payable.

(b)Entry on Mortgaged Property.  Enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto or located thereon.  If Grantor remains in possession of the Mortgaged Property following the occurrence and during the continuance of an Event of Default and without Beneficiary’s prior written consent, Beneficiary may invoke any legal remedies to dispossess Grantor.

(c)Operation of Mortgaged Property.  Hold, lease, develop, manage, operate or otherwise use the Mortgaged Property upon such terms and conditions as Beneficiary may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Beneficiary deems necessary or desirable), and apply all Rents and other amounts collected by Trustee or Beneficiary in connection therewith in accordance with the provisions of Section 5.7.

(d)Foreclosure and Sale.  Institute proceedings for the complete foreclosure of this Deed of Trust by judicial action or by power of sale, in which case the Mortgaged Property may be sold for cash or credit in one or more parcels as Beneficiary may determine.  With respect to any notices required

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or permitted under the UCC, Grantor agrees that ten (10) days’ prior written notice shall be deemed commercially reasonable.  At any such sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Grantor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Grantor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under Grantor.  Beneficiary or any of the other Secured Parties may be a purchaser at such sale.  If Beneficiary or such other Secured Party is the highest bidder, Beneficiary or such other Secured Party may credit the portion of the purchase price that would be distributed to Beneficiary or such other Secured Party against the Indebtedness in lieu of paying cash.  In the event this Deed of Trust is foreclosed by judicial action, appraisement of the Mortgaged Property is waived.

(e)Receiver.  Make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Grantor or regard to the adequacy of the Mortgaged Property for the repayment of the Indebtedness, the appointment of a receiver of the Mortgaged Property, and Grantor irrevocably consents to such appointment.  Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions of Section 5.7.

(f)Other.  Exercise all other rights, remedies and recourses granted under the Loan Documents or otherwise available at law or in equity.

Section 5.2Separate Sales.  The Mortgaged Property may be sold in one or more parcels and in such manner and order as Trustee in its sole discretion may elect.  The right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.

Section 5.3Remedies Cumulative, Concurrent and Nonexclusive.  Trustee, Beneficiary and the other Secured Parties shall have all rights, remedies and recourses granted in the Loan Documents and available at law or equity (including the UCC), which rights (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Grantor or others obligated under the Loan Documents, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Trustee, Beneficiary or such other Secured Party, as the case may be, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive.  No action by Trustee, Beneficiary or any other Secured Party in the enforcement of any rights, remedies or recourses under the Loan Documents or otherwise at law or equity shall be deemed to cure any Event of Default.

Section 5.4Release of and Resort to Collateral.  Beneficiary may release, regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by the Loan Documents or their status as a first and prior lien and security interest in and to the Mortgaged Property.  For payment of the Indebtedness, Beneficiary may resort to any other security in such order and manner as Beneficiary may elect.

Section 5.5Waiver of Redemption, Notice and Marshalling of Assets.  To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a) 

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all benefit that might accrue to Grantor by virtue of any present or future statute of limitations or law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any stay of execution, exemption from civil process, redemption or extension of time for payment, (b) all notices of any Event of Default or of any election by Trustee or Beneficiary to exercise or the actual exercise of any right, remedy or recourse provided for under the Loan Documents, and (c) any right to a marshalling of assets or a sale in inverse order of alienation.

Section 5.6Discontinuance of Proceedings.  If Trustee, Beneficiary or any other Secured Party shall have proceeded to invoke any right, remedy or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon it for any reason, Trustee, Beneficiary or such other Secured Party, as the case may be, shall have the unqualified right to do so and, in such an event, Grantor, Trustee, Beneficiary and the other Secured Parties shall be restored to their former positions with respect to the Indebtedness, the Obligations, the Loan Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Trustee, Beneficiary and the other Secured Parties shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of Trustee, Beneficiary or any other Secured Party thereafter to exercise any right, remedy or recourse under the Loan Documents for such Event of Default.

Section 5.7Application of Proceeds.  The proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of the Mortgaged Property, shall be applied by Beneficiary or Trustee (or the receiver, if one is appointed) in the following order unless otherwise required by applicable law:

(a)to the payment of the costs and expenses of taking possession of the Mortgaged Property and of holding, using, leasing, repairing, improving and selling the same, including, without limitation (1) trustee’s and receiver’s fees and expenses, including the repayment of the amounts evidenced by any receiver’s certificates, (2) court costs, (3) attorneys’ and accountants’ fees and expenses, and (4) costs of advertisement;

(b)to the payment of the Indebtedness and performance of the Obligations in the manner and order of preference set forth in Section 8.03 of the Credit Agreement; and

(c)the balance, if any, to the Persons legally entitled thereto.

Section 5.8Occupancy After Foreclosure.  Any sale of the Mortgaged Property or any part thereof in accordance with Section 5.1(d) will divest all right, title and interest of Grantor in and to the property sold.  Subject to applicable law, any purchaser at a foreclosure sale will receive immediate possession of the property purchased.  If Grantor retains possession of such property or any part thereof subsequent to such sale, Grantor will be considered a tenant at sufferance of the purchaser, and will, if Grantor remains in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law.

Section 5.9Additional Advances and Disbursements; Costs of Enforcement.

(a)Upon the occurrence and during the continuance of any Event of Default, Beneficiary and each of the other Secured Parties shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Grantor.  All sums advanced and expenses incurred at any time by Beneficiary or any other Secured Party under this Section 5.9, or otherwise under this Deed of Trust or any of the other Loan Documents or applicable law, shall bear interest from the date that such sum is advanced or expense incurred, to and including the date of reimbursement, computed at the highest rate at

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which interest is then computed on any portion of the Indebtedness, and all such sums, together with interest thereon, shall be secured by this Deed of Trust.

(b)Grantor shall pay all expenses (including reasonable attorneys’ fees and expenses) of or incidental to the perfection and enforcement of this Deed of Trust and the other Loan Documents, or the enforcement, compromise or settlement of the Indebtedness or any claim under this Deed of Trust and the other Loan Documents, and for the curing thereof, or for defending or asserting the rights and claims of Beneficiary in respect thereof, by litigation or otherwise.

Section 5.10No Mortgagee in Possession.  Neither the enforcement of any of the remedies under this Article 5, the assignment of the Rents and Leases under Article 6, the security interests under Article 7, nor any other remedies afforded to Beneficiary under the Loan Documents, at law or in equity shall cause Trustee, Beneficiary or any other Secured Party to be deemed or construed to be a mortgagee in possession of the Mortgaged Property, to obligate Trustee, Beneficiary or any other Secured Party to lease the Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.

ARTICLE 6

ASSIGNMENT OF RENTS AND LEASES

Section 6.1Assignment.  In furtherance of and in addition to the assignment made by Grantor in Section 2.1 of this Deed of Trust, Grantor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Trustee (for the benefit of Beneficiary) and to Beneficiary all of its right, title and interest in and to all Leases, whether now existing or hereafter entered into, and all of its right, title and interest in and to all Rents.  This assignment is an absolute assignment and not an assignment for additional security only.  So long as no Event of Default shall have occurred and be continuing, Grantor shall have a revocable license from Trustee and Beneficiary to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the payment and performance of the Obligations.  The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and be continuing.  Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency of Grantor, the license herein granted shall automatically expire and terminate, without notice to Grantor by Trustee or Beneficiary (any such notice being hereby expressly waived by Grantor to the extent permitted by applicable law).

Section 6.2Perfection Upon Recordation.  Grantor acknowledges that Beneficiary and Trustee have taken all actions necessary to obtain, and that upon recordation of this Deed of Trust Beneficiary and Trustee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases.  Grantor acknowledges and agrees that upon recordation of this Deed of Trust Trustee’s and Beneficiary’s interest in the Rents shall be deemed to be fully perfected, “choate” and enforced as to Grantor and to the extent permitted under applicable law, all third parties, including, without limitation, any subsequently appointed trustee in any case under Title 11 of the United States Code (the “Bankruptcy Code”), without the necessity of commencing a foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.

Section 6.3Bankruptcy Provisions.  Without limitation of the absolute nature of the assignment of the Rents hereunder, Grantor, Trustee and Beneficiary agree that (a) this Deed of Trust

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shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Deed of Trust extends to property of Grantor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.

Section 6.4No Merger of Estates.  So long as part of the Indebtedness and the Obligations secured hereby remain unpaid and undischarged, the fee and leasehold estates to the Mortgaged Property shall not merge, but shall remain separate and distinct, notwithstanding the union of such estates either in Grantor, Beneficiary, any tenant or any third party by purchase or otherwise.

ARTICLE 7

SECURITY AGREEMENT

Section 7.1Security Interest.  This Deed of Trust constitutes a “security agreement” on personal property within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards.  To this end, Grantor grants to Beneficiary a first and prior security interest in the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and all other Mortgaged Property which is personal property to secure the payment of the Indebtedness and performance of the Obligations, and agrees that Beneficiary shall have all the rights and remedies of a secured party under the UCC with respect to such property.  Any notice of sale, disposition or other intended action by Beneficiary with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards sent to Grantor at least ten (10) days prior to any action under the UCC shall constitute reasonable notice to Grantor.  In the event of any inconsistency between the terms of this Deed of Trust and the terms of the Security Agreement with respect to the collateral covered both therein and herein, the Security Agreement shall control and govern to the extent of any such inconsistency.

Section 7.2Financing Statements.  Grantor shall prepare and deliver to Beneficiary such financing statements, and shall execute and deliver to Beneficiary such other documents, instruments and further assurances, in each case in form and substance satisfactory to Beneficiary, as Beneficiary may, from time to time, reasonably consider necessary to create, perfect and preserve Beneficiary’s security interest hereunder.  Grantor hereby irrevocably authorizes Beneficiary to cause financing statements (and amendments thereto and continuations thereof) and any such documents, instruments and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.  Grantor represents and warrants to Beneficiary that Grantor’s jurisdiction of organization is the State of [                                ].  After the date of this Deed of Trust, Grantor shall not change its name, type of organization, organizational identification number (if any), jurisdiction of organization or location (within the meaning of the UCC) without giving at least thirty (30) days’ prior written notice to Beneficiary.

Section 7.3Fixture Filing.  This Deed of Trust shall also constitute a “fixture filing” for the purposes of the UCC against all of the Mortgaged Property which is or is to become fixtures.  The information provided in this Section 7.3 is provided so that this Deed of Trust shall comply with the requirements of the UCC for a mortgage instrument to be filed as a financing statement.  Grantor is the “Debtor” and its name and mailing address are set forth in the preamble of this Deed of Trust immediately preceding Article 1.  Beneficiary is the “Secured Party” and its name and mailing address from which information concerning the security interest granted herein may be obtained are also set forth in the preamble of this Deed of Trust immediately preceding Article 1.  A statement describing the portion of the Mortgaged Property comprising the fixtures hereby secured is set forth in Section 1.1(d) of this Deed

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of Trust.  Grantor represents and warrants to Beneficiary that Grantor is the record owner of the Mortgaged Property, the employer identification number of Grantor is [                          ] and the organizational identification number of Grantor is [                        ].

ARTICLE 8

CONCERNING THE TRUSTEE

Section 8.1Certain Rights.  With the approval of Beneficiary, Trustee shall have the right to select, employ and consult with counsel.  Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by it hereunder, believed by it in good faith to be genuine.  Trustee shall be entitled to reimbursement for actual, reasonable expenses incurred by it in the performance of its duties and to reasonable compensation for Trustee’s services hereunder as shall be rendered.  Grantor shall, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and indemnify, defend and save Trustee harmless against, all liability and reasonable expenses which may be incurred by it in the performance of its duties, including those arising from joint, concurrent, or comparative negligence of Trustee; provided, however, that Grantor shall not be liable under such indemnification to the extent such liability or expenses result solely from Trustee’s gross negligence or willful misconduct.  Except to the extent prohibited by law, Grantor’s obligations under this Section 8.1 shall not be reduced or impaired by principles of comparative or contributory negligence.

Section 8.2Retention of Money.  All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and Trustee shall be under no liability for interest on any moneys received by Trustee hereunder.

Section 8.3Successor Trustees.  If Trustee or any successor Trustee shall die, resign or become disqualified from acting in the execution of this trust, or Beneficiary shall desire to appoint a substitute Trustee, Beneficiary shall have full power to appoint one or more substitute Trustees and, if preferred, several substitute Trustees in succession who shall succeed to all the estates, rights, powers and duties of Trustee.  Such appointment may be executed by any authorized agent of Beneficiary and as so executed, such appointment shall be conclusively presumed to be executed with authority, valid and sufficient, without further proof of any action.

Section 8.4Perfection of Appointment.  Should any deed, conveyance or instrument of any nature be required from Grantor by any successor Trustee to more fully and certainly vest in and confirm to such successor Trustee such estates, rights, powers and duties, then, upon request by such Trustee, all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor.

Section 8.5Trustee Liability.  In no event or circumstance shall Trustee or any substitute Trustee hereunder be personally liable under or as a result of this Deed of Trust, either as a result of any action by Trustee (or any substitute Trustee) in the exercise of the powers hereby granted or otherwise.

ARTICLE 9

MISCELLANEOUS

Section 9.1Notices.  Any notice required or permitted to be given under this Deed of Trust shall be given in accordance with Section 10.02 of the Credit Agreement.

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Section 9.2Covenants Running with the Land.  All Obligations contained in this Deed of Trust are intended by Grantor, Beneficiary and Trustee to be, and shall be construed as, covenants running with the Mortgaged Property.  As used herein, “Grantor” shall refer to the party named in the first paragraph of this Deed of Trust and to any subsequent owner of all or any portion of the Mortgaged Property.  All Persons who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Credit Agreement and the other Loan Documents; provided, however, that no such party shall be entitled to any rights thereunder without the prior written consent of Beneficiary.

Section 9.3Attorney-in-Fact.  Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Grantor and in the name of Grantor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Beneficiary deems appropriate to protect Beneficiary’s interest, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Beneficiary’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Grantor hereunder; provided, however, that (1) Beneficiary shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Beneficiary in such performance shall be added to and included in the Indebtedness and shall bear interest at the highest rate at which interest is then computed on any portion of the Indebtedness from the date such sums are advanced to the date such sums are repaid in full; (3) Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by Beneficiary; and (4) Beneficiary shall not be liable to Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 9.3.

Section 9.4Successors and Assigns.  This Deed of Trust shall be binding upon and inure to the benefit of Beneficiary, the other Secured Parties, Trustee and Grantor and their respective successors and assigns.  Grantor shall not, without the prior written consent of Beneficiary, assign any rights, duties or obligations hereunder.

Section 9.5No Waiver.  Any failure by Beneficiary, the other Secured Parties or Trustee to insist upon strict performance of any of the terms, provisions or conditions of the Loan Documents shall not be deemed to be a waiver of same, and Beneficiary, the other Secured Parties and Trustee shall have the right at any time to insist upon strict performance of all of such terms, provisions and conditions.

Section 9.6Credit Agreement.  If any conflict or inconsistency exists between this Deed of Trust and the Credit Agreement, the Credit Agreement shall govern.

Section 9.7Release or Reconveyance.  Upon payment in full of the Indebtedness and performance in full of the Obligations or upon a sale or other disposition of the Mortgaged Property permitted by the Credit Agreement, Beneficiary, at Grantor’s request and expense, shall release the liens and security interests created by this Deed of Trust or reconvey the Mortgaged Property to Grantor, in each case pursuant to a document in recordable form, without additional fee or charge (except to the

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extent of Beneficiary’s actual cost and expense to effect such release or reconveyance, including without limitation reasonable attorneys’ fees).

Section 9.8Waiver of Stay, Moratorium and Similar Rights.  Grantor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Deed of Trust or the Indebtedness or Obligations secured hereby, or any agreement between Grantor and Beneficiary or any rights or remedies of Trustee, Beneficiary or any other Secured Party.

Section 9.9Applicable Law.  The provisions of this Deed of Trust regarding the creation, perfection and enforcement of the liens and security interests herein granted shall be governed by and construed under the laws of the state in which the Mortgaged Property is located.  All other provisions of this Deed of Trust shall be governed by the laws of the State of New York (including, without limitation, Section 5-1401 of the General Obligations Law of the State of New York).

Section 9.10Headings.  The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.

Section 9.11Severability.  If any provision of this Deed of Trust shall be held by any court of competent jurisdiction to be unlawful, void or unenforceable for any reason, such provision shall be deemed severable from and shall in no way affect the enforceability and validity of the remaining provisions of this Deed of Trust.

Section 9.12Entire Agreement.  This Deed of Trust and the other Loan Documents embody the entire agreement and understanding between Grantor and Beneficiary relating to the subject matter hereof and thereof and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof.  Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the parties.

Section 9.13Beneficiary as Agent; Successor Agents.

(a)Agent has been appointed to act as Agent hereunder by the other Secured Parties.  Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of the Mortgaged Property) in accordance with the terms of the Credit Agreement, any related agency agreement among Agent and the other Secured Parties (collectively, as amended, amended and restated, supplemented or otherwise modified or replaced from time to time, the “Agency Documents”) and this Deed of Trust.  Grantor and all other Persons shall be entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Agent, without inquiry into the existence of required consents or approvals of the Secured Parties therefor.

(b)Beneficiary shall at all times be the same Person that is Agent under the Agency Documents.  Written notice of resignation by Agent pursuant to the Agency Documents shall also constitute notice of resignation as Agent under this Deed of Trust.  Removal of Agent pursuant to any provision of the Agency Documents shall also constitute removal as Agent under this Deed of Trust.  Appointment of a successor Agent pursuant to the Agency Documents shall also constitute appointment of a successor Agent under this Deed of Trust.  Upon the acceptance of any appointment as Agent by a successor Agent under the Agency Documents, that successor Agent shall thereupon succeed to and

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become vested with all the rights, powers, privileges and duties of the retiring or removed Agent as the Beneficiary under this Deed of Trust, and the retiring or removed Agent shall promptly (i) assign and transfer to such successor Agent all of its right, title and interest in and to this Deed of Trust and the Mortgaged Property, and (ii) execute and deliver to such successor Agent such assignments and amendments and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Agent of the liens and security interests created hereunder, whereupon such retiring or removed Agent shall be discharged from its duties and obligations under this Deed of Trust.  After any retiring or removed Agent’s resignation or removal hereunder as Agent, the provisions of this Deed of Trust and the Agency Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Deed of Trust while it was Agent hereunder.

ARTICLE 10

LOCAL LAW PROVISIONS

[To Come]

[The remainder of this page has been intentionally left blank]

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IN WITNESS WHEREOF, Grantor has on the date set forth in the acknowledgement hereto, effective as of the date first above written, caused this instrument to be duly EXECUTED AND DELIVERED by authority duly given.

GRANTOR:	[                                            ],
	a [                                  ] [                            ]
	By:
		Name:
		Title:

S-1

[Appropriate state form of notary acknowledgement to be inserted]

N-1

EXHIBIT A

LEGAL DESCRIPTION

Legal Description of premises located at [                                                              ]:

[See Attached Page(s) For Legal Description]

Exh. A-1

EXHIBIT B

PERMITTED ENCUMBRANCES

Those exceptions set forth in Schedule B of that certain policy of title insurance issued to Beneficiary by [                                      ] on or about the date hereof pursuant to commitment number [                ].

Exh. B-1

EXHIBIT I

SOLVENCY CERTIFICATE

March 29, 2007

I, John L. Shroyer, the Chief Financial Officer of Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), hereby certify that I am the Chief Financial Officer of the Borrower, the direct or indirect parent of each Subsidiary of the Borrower listed on Schedule I hereto (together with the Borrower, the “Loan Parties”) and that I am familiar with the properties, businesses, assets, finances and operations of each Loan Party and I am duly authorized to execute this certificate as to the Loan Parties to be delivered pursuant to Section 4.01(a)(xii) of the Amended and Restated Credit Agreement, dated as of March 29, 2007 (the “Credit Agreement”) among the Borrower, the Lenders from time to time party thereto, Bank of America, N.A., as administrative agent, the other Agents and the Arrangers.  Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.

I further certify that I am generally familiar with the properties, business and assets of the Loan Parties and have reviewed the Loan Documents and the contents of this Solvency Certificate and, in connection herewith, have reviewed such other documentation and information and have made such investigation and inquiries as I have deemed necessary and prudent therefor. I further certify that the financial information and assumptions that underlie and form the basis for the representations made in this Solvency Certificate were reasonable when made and were made in good faith and continue to be reasonable as of the date hereof.

I understand that the Agents and the Lenders are relying on the representations contained in this Certificate in connection with the Transactions contemplated by the Loan Documents.

I do hereby further certify that:

1.On the date hereof, before and after giving effect to the Transactions contemplated by the Credit Agreement and the other Loan Documents, the fair value of the total assets (including, without limitation, rights of contribution and indemnities against other Loan Parties to the extent such rights constitute assets) the Loan Parties on a consolidated basis is greater than the total amount of liabilities (including, without limitation, contingent liabilities) of such Loan Parties on a consolidated basis.

2.On the date hereof, before and after giving effect to the Transactions contemplated by the Credit Agreement and the other Loan Documents, the present fair saleable value of the total assets of the Loan Parties on a consolidated basis exceeds the amount that will be required to pay the probable liability of such Loan Parties on a consolidated basis on their debts as they become absolute and matured.

3.The Loan Parties on a consolidated basis do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature.

4.On the date hereof, before and after giving effect to the Transactions contemplated by the Credit Agreement and the other Loan Documents, the Loan Parties are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which their total assets would constitute unreasonably small capital.

5.No Loan Party intends, in consummating the Transactions contemplated by the Credit Agreement and the other Loan Documents, to hinder, delay or defraud either present or future creditors or any other Person to which such Loan Party is or will become indebted on or after the date hereof.

6.In reaching the conclusions set forth in this Solvency Certificate, I have considered, among other things:

(a)the cash and other current assets of each Loan Party reflected in the annual consolidated balance sheet of the Borrower and its Consolidated Subsidiaries;

(b)all obligations and liabilities of each Loan Party, whether matured or unmatured, liquidated or unliquidated, disputed or undisputed, secured or unsecured, subordinated, absolute, fixed or contingent, including, among other things, claims arising out of, pending, or to the knowledge of the undersigned, threatened litigation against such Loan Party, and in so doing, such Loan Party has computed the amount of each such contingent liability as the amount that, in light of all the facts and circumstances existing on the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability;

(d)anticipated sales volume of each Loan Party and in the income stream generated by such Loan Party as reflected in, among other things, the consolidated financial statements of the Loan Parties;

(e)the customary terms of the trade payables and other account payables of each Loan Party;

(f)the amount of the credit extended by and to customers of each Loan Party;

(g)the amortization requirements of the Credit Agreement and the anticipated interest payable on the Loans under the Credit Agreement; and

(h)the level of capital customarily maintained by each Loan Party and other entities engaged in the same or similar business as the business of such Loan Party.

Delivery of an executed counterpart of a signature page to this Solvency Certificate by fax or pdf shall be effective as delivery of a manually executed counterpart of this Solvency Certificate.

IN WITNESS WHEREOF, the undersigned hereunto executed this Certificate in the name of Alliant and on behalf of each of the Companies as of the date first written above.

By:

Name: [John L. Shroyer]

Title: Chief Financial Officer

Schedule I

Subsidiaries

Ammunition Accessories Inc.

ATK Commercial Ammunition Company Inc.

ATK Commercial Ammunition Holdings Company Inc.

ATK Launch Systems Inc.

ATK Space Systems Inc.

Federal Cartridge Company

Micro Craft Inc.

EXHIBIT J-1

OPINION MATTERS –

SPECIAL COUNSEL TO LOAN PARTIES

GIBSON, DUNN & CRUTCHER LLP

LAWYERS

A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS

200 Park Avenue New York, New York 10166-0193
(212) 351-4000
www.gibsondunn.com

March 29, 2007

Direct Dial	Client No.
(212) 351-4000	04459-00008
Fax No.
(212) 351-4035

The Lenders listed on Schedule I hereto
and the Agent party to the
Credit Agreement referred to below
(collectively, the “Lender Parties”)

c/o Bank of America, N.A., as Agent

Re:Alliant Techsystems Inc. — Amended and Restated Credit Agreementdated as of March 29, 2007

Ladies and Gentlemen:

We have acted as counsel to Alliant Techsystems Inc., a Delaware corporation (the “Company”), and its subsidiaries in connection with the preparation of:

(i)the Amended and Restated Credit Agreement dated as of March 29, 2007 (the “Credit Agreement”) by and among the Company, certain lenders (the “Lenders”), U.S. Bank National Association, as syndication agent, Banc of America Securities LLC and Calyon, New York Branch, as joint lead arrangers, Bank of America Securities LLC, as sole bookrunning manager, and Bank of America, N.A., as administrative agent (in such capacity and in its capacity as collateral agent, the “Agent”) and a Lender;

(ii)the Notes dated as of March 29, 2007 (the “Notes”) made by the Company payable to the order of certain Lenders and executed and delivered on the date hereof;

(iii)the Amended and Restated Subsidiary Guaranty dated as of March 29, 2007 (the “Guaranty”) executed by Ammunition Accessories Inc., a Delaware corporation (“Ammunition Accessories”), ATK Commercial Ammunition Company Inc., a Delaware corporation (“ATK Ammunition”), ATK Commercial Ammunition Holdings Company Inc., a Delaware corporation (“ATK Holdings”), ATK Launch Systems Inc., a Delaware corporation (“ATK Launch”), ATK Space Systems Inc., a Delaware corporation (“ATK Space”), Federal Cartridge Company, a Minnesota corporation (“Federal Cartridge”),

LOS ANGELES NEW YORK WASHINGTON, D.C. SAN FRANCISCO PALO ALTO
LONDON PARIS MUNICH BRUSSELS ORANGE COUNTY CENTURY CITY DALLAS DENVER

and Micro Craft Inc., a Minnesota corporation (“Micro Craft” and, together with Ammunition Accessories, ATK Ammunition, ATK Holdings, ATK Launch, ATK Space and Federal Cartridge, the “Guarantors”);

(iv)the Amended and Restated Security Agreement dated as of March 29, 2007 (the “Security Agreement”) made by the Company and the Guarantors in favor of the Agent; and

(v)the financing statements on Form UCCl naming the Company and the Guarantors as debtors to be filed in the governmental offices listed on Schedule A hereto (each a “Financing Statement”).

Each capitalized term used and not defined herein has the meaning assigned to that term in the Credit Agreement. The Credit Agreement, the Notes, the Security Agreement and the Guaranty, are collectively referred to herein as the “Financing Documents.” The Company and the Guarantors are collectively referred to herein as the “Obligors.” Each relevant Obligor’s right, title and interest in the personal property and fixtures collateral described in the Security Agreement is referred to herein collectively as the “UCC Collateral.” The Uniform Commercial Code as enacted and in effect in the State of New York is referred to herein as the “NYUCC.” The Uniform Commercial Code as enacted and in effect in the States of Delaware and Minnesota (the “Perfection States”) is referred to herein as the “Other UCCs.” The NYUCC and the Other UCCs arc each referred to herein as a “UCC.” All references or sections or other subparts of the NYUCC include references to the equivalent provisions of the Other UCCs, unless the context otherwise requires. All terms defined in a UCC are used herein as defined therein.

We have assumed without independent investigation that:

a)The signatures on all documents examined by us are genuine, all individuals executing such documents had all requisite legal capacity and competency and were duly authorized, the documents submitted to us as originals are authentic and the documents submitted to us as certified or reproduction copies conform to the originals;

b)Each Obligor is a validly existing corporation in good standing under the laws of its state of incorporation and has all requisite power and authority to execute, deliver and perform its obligations under each of the Financing Documents to which it is a party, the execution and delivery of such Financing Documents by such Obligor and performance of its obligations thereunder have been duly authorized by all necessary corporate or other action and do not violate any law,

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regulation, order, judgment or decree applicable to such Obligor (other than as addressed in paragraphs 4 and 5 below), and such Financing Documents have been duly executed and delivered by each such Obligor;

c)There are no agreements or understandings between or among any of the parties to the Financing Documents or third parties that would expand, modify or otherwise affect the terms of the Financing Documents or the respective rights or obligations of the parties thereunder or that would modify, release, terminate, subordinate or delay the attachment of the security interest and liens granted thereunder;

d)To the extent that the ability of the Agent to enforce remedies under the Financing Documents in respect of UCC Collateral comprised of inventory may be affected thereby, each Obligor is in compliance with the Fair Labor Standards Act (see Citicorp Industrial Credit, Inc. v. Brock, 483 U.S. 27, 107 S.Ct. 2694 (1987)); and

e)Each Obligor has, and will have at all times relevant to this opinion, rights in the UCC Collateral within the meaning of Section 9-203(b)(2) of the NYUCC.

In rendering this opinion, we have made such inquiries and examined, among other things, originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, certificates, instruments and other documents as we have considered necessary or appropriate for purposes of this opinion. As to certain factual matters, we have relied to the extent we deemed appropriate and without independent investigation upon the representations and warranties of the Obligors in the Financing Documents, a certificate of officers of the Obligors, a copy of which is attached hereto (collectively, the “Officer’s Certificate”) or certificates obtained from public officials and others.

Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1.Each Financing Document constitutes a legal, valid and binding obligation of each Obligor party thereto, enforceable against it in accordance with its terms.

2.The execution, delivery and performance by any Obligor of the Financing Documents to which it is a party, do not and will not violate, or require any filing with or approval of any governmental authority or regulatory body of the State of New York or the United States of America under, any law or regulation of the State of New York or the United States of America applicable to such Obligor that, in our experience, is generally applicable to transactions in the nature of those contemplated by the Financing Documents, or the Delaware General Corporation Law, except for filings required for the perfection of Liens.

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3.No Obligor is required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.Each Obligor has granted a valid security interest in favor of the Agent in the UCC Collateral described in the Security Agreement, securing the performance of the obligations purported to be secured thereby, to the extent a security interest can be created therein under Article 9 of the NYUCC. Upon the filing of the Financing Statements with the governmental offices indicated on Schedule A, such security interest in the UCC Collateral of each Obligor listed on Schedule A will be perfected to the extent security interests therein can be perfected by the filing of UCCI financing statements under Article 9 of the UCC of the relevant Perfection States.

5.The execution and delivery by the Obligors of the Financing Documents and the performance of their obligations thereunder do not result in a breach or violation of Regulation U or X of the Board of Governors of the Federal Reserve System. Regulation T of the Board of Governors of the Federal Reserve System (“Regulation T”) does not apply to any Lender that is not a “creditor” (as defined in Regulation T). Regulation T defines “creditor” as any broker or dealer (as defined in sections 3(a)(4) and 3(a)(5) of the Securities Exchange Act of 1934 (the “1934 Act”)), any member of a national securities exchange, or any person associated with a broker or dealer (as defined in section 3(a)(18) of the 1934 Act), except for business entities controlling or under common control with the creditor.

The foregoing opinions are subject to the following exceptions, qualifications and limitations:

A.We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York, the United States of America and, for purposes of paragraph 2 above, the Delaware General Corporation Law and, to the limited extent set forth below, the Other UCCs. We are not engaged in practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law as presently in effect and have made such inquiries as we consider necessary to render the opinions contained in paragraph 2. Furthermore, we are not engaged in practice in the Perfection States and have not obtained an opinion of counsel admitted in those states with respect to the perfection of the security interest in the UCC Collateral. We have, however, examined the applicable provisions of the Other UCCs as currently in effect, as those provisions appear in the Uniform Commercial Code Reporting Service, Section Two State UCC Variations Binder, published by West Group (updated as of December 2006) (the “UCC Reporting Service”), and our opinions in paragraph 4 above, to the extent such opinions involve conclusions as to the perfection of such security interest under the laws of the Perfection States, are based solely on such review. This opinion is limited to the effect of the present state (or, to the extent relating to the Other UCCs, the state of

4

such laws as reflected in the UCC Reporting Service) of the laws of the State of New York, the United States of America and, to the limited extent set forth above, the laws of the Perfection States and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws (or reflected in updates of the UCC Reporting Service after December 2006) or the interpretations thereof or such facts. Except as expressly set forth in paragraphs 3 and 5 above, we express no opinion regarding the Securities Act of 1933, as amended, or any other federal or state securities laws or regulations.

B.Our opinions set forth in paragraphs 1 and 4 are subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally (including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers) and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

C.We express no opinion regarding the effectiveness of (i) any waiver (whether or not stated as such) under the Financing Documents of, or any consent thereunder relating to, unknown future rights or the rights of any party thereto existing, or duties owing to it, as a matter of law; (ii) any waiver (whether or not stated as such) contained in the Financing Documents of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity; (iii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (iv) any provision in any Financing Document waiving the right to object to venue in any court; (v) any agreement to submit to the jurisdiction of any Federal Court; (vi) any waiver of the right to jury trial; (vii) any provision purporting to establish evidentiary standards; (ix) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others; or (x) the availability of damages or other remedies not specified in the Financing Documents in respect of breach of any covenants (other than covenants relating to the payment of principal, interest, make whole premium, indemnities and expenses).

D.We express no opinion as to (i) any waivers or variations of rights of a debtor, including a guarantor, or duties of a secured party under provisions referred to in Section 9-602 of the NYUCC or (ii) any provision in the Security Agreement (A) that may be deemed to permit the Agent or any other person to sell or otherwise foreclose upon any UCC Collateral, or to apply the proceeds thereof, except in compliance with the NYUCC, applicable laws of the United

5

States and other applicable state and local laws, or (B) that may be deemed to impose on the Agent standards for the care of the UCC Collateral in the possession or control of the Agent that would violate Section 9-207 or 9-208 of the NYUCC or to render such standards inapplicable.

E.Our opinion is subject to the effect of Section 552 of the United States Bankruptcy Code (limiting security interests in property acquired after the commencement of a case under the United States Bankruptcy Code). We call to your attention that under the provisions of the NYUCC certain third parties, such as buyers and lessees of goods in the ordinary course of business, licensees of general intangibles (including software) in the ordinary course of business, holders in due course of negotiable instruments, protected purchasers of securities or certain purchasers of security entitlements or financial assets, could acquire an interest in the UCC Collateral free of the security interests of the Lender Parties, even though such security interests are perfected.

F.We express no opinion with respect to (i) the existence, non-existence or value of any UCC Collateral, (ii) any part of the UCC Collateral that is or may be such that a security interest therein is not covered by Article 9 of the NYUCC by virtue of Section 9-109, (iii) the perfection of the security interests in any portion of the UCC Collateral, including deposit accounts, goods covered by a certificate of title (such as automobiles), patents, trademarks, copyrights, letter-of-credit rights and money, to the extent that filing of a financing statement is not or may not be sufficient to perfect a security interest therein (whether as a result of requirements for control or possession of such collateral, the applicability of preemptive United States laws or of certificate of title statutes or otherwise) and (iv) the law governing perfection of the security interests by filing under Section 9-301 of the UCC. We further express no opinion as to transfers of interests or rights in patents, trademarks or copyrights in connection with exercise of remedies against UCC Collateral under the Security Agreement.

G.We express no opinion with respect to (i) the adequacy or accuracy of the descriptions of the UCC Collateral contained in the Security Agreement, in the Financing Statements or in any document prepared in connection therewith, except for the legal adequacy of descriptions of UCC Collateral to the extent that such descriptions consist of the collateral types defined in the NYUCC (other than commercial tort claims), (ii) the enforceability or perfection of any security interest in the proceeds of any UCC Collateral other than pursuant to Section 9-315 of the UCC of the relevant Perfection States, (iii) any security interest in consumer goods or commercial tort claims or (iv) perfection (or the law governing perfection) of any security interest in timber to be cut or as-extracted collateral (including oil, gas and other minerals).

H.We express no opinion with respect to the priority (and therefore no opinion as to the respective rights of any creditor, encumbrancer or other third party as against the rights

6

of the Lender Parties) of any security interest in the UCC Collateral. Further, we have assumed without investigation of any kind that those Financing Statements that are to be filed in the State of Minnesota will be adequate in form under the UCC of such state for acceptance by the office for filing and for perfection of the security interests referenced in paragraph 4 above.

I.Perfection of the security interests generally will be terminated under the circumstances described in Sections 9-316, 9-507, 9-508 and 9-515 of the NYUCC, unless appropriate action is taken as provided therein. Without limitation, (i) all the financing statements filed must be continued at prescribed intervals by the timely filing of continuation statements and (ii) a new or amended financing statement may be required to be filed to retain any perfected security interest in the event any Obligor changes its name, identity or location (as determined under the NYUCC).

J.For purposes of our opinion in paragraph 5, we have assumed without independent investigation that: (i) the representation and warranty and covenant of the Company set forth in Section 5.14 of the Credit Agreement is and will be true and correct and complied with at all relevant times. Except as expressly set forth in paragraph 5, we express no opinion with respect to Regulation T of the Board of Governors of the Federal Reserve System.

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This opinion is rendered as of the date hereof to the Lender Parties in connection with the Financing Documents and may not be relied upon by any person other than the Lender Parties or by the Lender Parties in any other context. The Lender Parties may not furnish this opinion or copies hereof to any other person except (i) to bank examiners and other regulatory authorities should they so request in connection with their normal examinations, (ii) to the independent auditors and attorneys of the Lender Parties, (iii) pursuant to order or legal process of any court or governmental agency, (iv) in connection with any legal action to which any Lender Party is a party arising out of the transactions contemplated by the Financing Documents, or (v) the assignee of or participant in the interest of any Lender Party under the Financing Documents. This opinion may not be quoted without the prior written consent of this Firm.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

8

SCHEDULE I – LENDER PARTIES

SCHEDULE A - FINANCING STATEMENTS

Obligor	Location/Perfection State	Filing Office
Alliant Techsystems Inc.	Delaware	Secretary of State of the State of Delaware
Ammunition Accessories Inc.	Delaware	Secretary of State of the State of Delaware
ATK Commercial Ammunition Company Inc.	Delaware	Secretary of State of the State of Delaware
ATK Commercial Ammunition Holdings Company Inc.	Delaware	Secretary of State of the State of Delaware
ATK Launch Systems Inc.	Delaware	Secretary of State of the State of Delaware
ATK Space Systems Inc.	Delaware	Secretary of State of the State of Delaware
Federal Cartridge Company	Minnesota	Secretary of State of the State of Minnesota
Micro Craft Inc.	Minnesota	Secretary of State of the State of Minnesota

ALLIANT TECHSYSTEMS INC.

OFFICER’S CERTIFICATE

March 29, 2007

The undersigned, John L. Shroyer, does hereby certify to Gibson, Dunn & Crutcher LLP (“Gibson, Dunn & Crutcher”), in his capacity as an officer of Alliant Techsystems Inc., a Delaware corporation (the “Company”), and on behalf of each of the subsidiaries of the Company (collectively, the “Company Subsidiaries”), in connection with the Amended and Restated Credit Agreement dated as of March 29, 2007 (the “Credit Agreement”) by and among the Company, certain lenders (the “Lenders”), U.S. Bank National Association, as syndication agent, Banc of America Securities LLC and Calyon, New York Branch, as joint lead arrangers, Bank of America Securities LLC, as sole bookrunning manager, and Bank of America, N.A., as administrative agent (the “Agent”) and a Lender, as follows:

1.I am the duly elected and incumbent Senior Vice President and Chief Financial Officer of the Company and am authorized to execute this Certificate on behalf of the Company and the Company Subsidiaries.

2.I recognize and acknowledge that this Certificate is being furnished to Gibson, Dunn & Crutcher in connection with their delivery of their legal opinion of even date herewith pursuant to Section 4.01(b)(vii) of the Credit Agreement (the “GDC Opinion”). I further understand that Gibson, Dunn & Crutcher is relying to a material degree on this Certificate in rendering that opinion. On behalf of the Company and the Company Subsidiaries, I hereby authorize such reliance.

3.I have asked such questions regarding the meaning of any of the provisions of this Certificate as I have considered necessary.

4.To the best of my knowledge, none of the Company and the Company Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “ICA”), on the basis that it is primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities, as provided in Section 3(b)(1) of the ICA.

5.To the best of my knowledge, each and all of the representations and warranties as to factual matters relating to the Company and the Company Subsidiaries contained in the Financing Documents are true and correct in all material respects as of the date of such agreement and as of the date hereof.

6.None of the proceeds of the loans and other extensions of credit made under the Credit Agreement will be used, directly or indirectly, to purchase or carry “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or

to make loans to any person that will be secured by margin stock or will have the benefit of any arrangement restricting the disposition or pledge of margin stock.

7.To the best of my knowledge, there are no agreements or understandings between or among the Agent, the Lenders, the Company, the Company Subsidiaries or third parties that would expand, modify or otherwise affect the terms of the Financing Documents referred to in the GDC Opinion or the respective rights or obligations of the parties thereunder or that would modify, release, terminate or delay the attachment of the security interest and liens granted to the Agent.

Capitalized terms used herein and not defined herein have the meanings given to such terms in the Credit Agreement. A copy of this Certificate executed and delivered by facsimile transmission shall be valid for all purposes.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the dated first written above.

/s/ John L. Shroyer

Name: John L. Shroyer

Title:  Senior Vice President and Chief Financial Officer

EXHIBIT J-2

OPINION MATTERS –

LOCAL COUNSEL

[FORM OF OPINION OF LOCAL COUNSEL
WITH RESPECT TO PERFECTION]

To the Lenders party to the Credit

Agreement referred to below and to Bank of America, N.A.

(“Administrative Agent”), as Administrative Agent for such Lenders

Alliant Techsystems Inc.; [Named Alliant Subsidiary Guarantor]

Ladies and Gentlemen:

We have acted as special [name of State] (the “State”) counsel to Alliant Techsystems Inc., a Delaware corporation (“Alliant”), and [Name of Alliant’s Subsidiary], a [insert name of State] corporation (the “Company”), in connection with the preparation, execution and delivery of, and the initial Borrowing under, the Amended and Restated Credit Agreement, dated as of March 29, 2007 (the “Credit Agreement”), among the Borrower and each of you. This opinion is furnished to you pursuant to Section 4.01(viii) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined; and terms defined in Articles 1 and 9 of the Uniform Commercial Code as in effect in the State (the “UCC”) are used herein as therein defined.

In that connection, we have examined a counterpart of each of the following documents:

2.the Credit Agreement;

3.the Notes delivered to the Lenders on the date hereof;

4.the Guaranty;

5.the Amended and Restated Security Agreement;

6.the [[certificate] [articles] of incorporation and by-laws] [limited partnership agreement] [certificate of formation and operating agreement] [other comparable charter documents] of the Company, in each case as amended through the date hereof (the “Certified Organizational Documents”);

7.a copy of the financing statement (the “Financing Statement”) under the UCC, naming the Company as debtor and the Administrative Agent as secured party, which Financing Statement we understand will be filed in the office of the Secretary of State of [insert name of State] (the “Filing Office”); and

8.the reports set forth on Schedule II hereto (the “UCC Search Reports”) of [name of service that did the UCC Searches] as to financing statements naming the Loan Parties listed therein as debtors and on file in the Filing Office on the effective dates for such UCC Search Reports; and

9.such other documents furnished by the Company pursuant to Article IV of the Credit Agreement, as we have deemed necessary.

The documents described in the foregoing clauses (1) through (4) are collectively referred to herein as the “Loan Documents”.

In addition, we have examined originals or copies of such other corporate records of the Company, certificates of public officials and of officers of the Company and agreements, instruments and other documents as we have deemed necessary as a basis for the opinions expressed below. As to certain matters of fact material to the opinions expressed herein, we have relied on the representations made in the Credit Agreement and the other Loan Documents and certificates of public officials and officers of the Company. We have not independently established the facts so relied on.

In our examination of the documents referred to above, we have assumed the due execution and delivery of each of the documents referred to above by all parties thereto, other than the Company.

In addition, we have assumed that:

(a)The Company has, or has the power to transfer, rights (to the extent necessary to grant a security interest) in the Collateral existing on the date hereof and will have, or will have the power to transfer, rights (to such extent) in property which becomes Collateral after the date hereof.

Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that:

(i)The execution and delivery of the Loan Documents, the performance by the Company of its obligations thereunder and the compliance with the terms and conditions thereof by the Company are not in contravention of or in conflict with any law, rule or regulation of the State applicable to the Company.

(ii)The execution and delivery by the Company of the Loan Documents to which it is a party and the performance of the Company’s obligations thereunder do not require any governmental consents, approvals, authorizations, permits, registrations, declarations or filings or other action or any notices to, consents of, orders of or filings with any governmental authority or regulatory body of the State (including those having jurisdiction over the enforcement of the environmental laws of the State), except for the recordation of the [mortgage[s]/deed[s] of trust covering Collateral located in the State] in the

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recording office described herein and filing of the Financing Statement and continuation statements in connection therewith in the Filing Office.

(iii)The Administrative Agent for the benefit of the Secured Parties will have, upon the filing in the Filing Office of the Financing Statement, a perfected security interest in that portion of the Collateral described therein in which a security interest may be created under Article 9 of the UCC in which a security interest is perfected by filing a financing statements under the UCC (the “Filing Collateral”).

(iv)Filing Collateral, priority. The UCC Search Reports set forth the proper filing office and the proper debtors necessary to identify those persons who under the State UCC have on file financing statements against the Company covering the Filing Collateral as of the effective dates therefor set forth in Schedule II hereto. Except for         , who is referred to in the UCC Search Report as to financing statements naming [     ] as debtor and whose financing statement covers           , the UCC Reports identify no Person who has filed in the Filing Office a still effective financing statement describing the Filing Collateral prior to the appropriate effective dates therefor, set forth in Schedule II hereto.

Our opinions expressed above are subject to the following qualifications:

(a)Our opinion in paragraph (iii) above is subject to the qualification that the security interest, and perfection and continuation of perfection of the security interest, of the Administrative Agent in proceeds of Collateral are limited to the extent set forth in Section [insert UCC provision on “Secured Party’s Rights on Disposition of Collateral in Proceeds”] of the UCC.

(b)Our opinions expressed above are limited to the law of the State and the federal law of the United States, and we do not express any opinion herein concerning any other law.

(c)Further, our opinion in paragraph (iii) is limited to Article 9 of the UCC and therefore this opinion does not address (i) laws other than Article 9 of the UCC, or (ii) collateral of a type not subject to Article 9 of the UCC.

(d)We express no opinion with respect to:

(i)Section 10.09 of the Credit Agreement to the extent that such Section implies that set off may be made without notice; or

(ii)the effect of any provision of the Amended and Restated Security Agreement which is intended to establish any standard other than a standard set forth in the UCC as the measure of the performance by any party thereto of such party’s obligations of good faith, diligence, reasonableness or care or of the fulfillment of the duties imposed on any secured party with respect to the maintenance, disposition or redemption of collateral, accounting for surplus proceeds of collateral or accepting collateral in discharge of liabilities.

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A copy of this opinion letter may be delivered by any of you to any Person that becomes a Lender in accordance with the provisions of the Credit Agreement. Any such Lender may rely on the opinions expressed above as if this opinion letter were addressed and delivered to such Lender on the date hereof.

This opinion letter is rendered to you in connection with the transactions contemplated by the Loan Documents. This opinion letter may not be relied upon by you or any future Lender for any other purpose, or relied upon by any other Person, without our prior written consent.

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this opinion letter. Accordingly, any of you who may rely on this opinion letter at any future time should seek advice of your counsel as to the proper application of this opinion letter at such time.

Very truly yours,

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[FORM OF OPINION OF LOCAL COUNSEL
WITH RESPECT TO REAL ESTATE MATTERS]

              , 2007

To: The Secured Parties under the Credit Agreement
referred to below and to Bank of America, as
Administrative Agent

Re: Alliant Techsystems, Inc. [and [**Name of Subsidiary Fee Owner**]]

Ladies and Gentlemen:

We have acted as special [name of State] (the “State”) counsel to Alliant Techsystems Inc., a Delaware corporation (“Alliant”) [and [**Insert name of fee owner and state and organization type**] (“Company”)] in connection with the execution and delivery of the [Mortgage/Deed of Trust] referenced below pursuant to that certain Amended and Restated Credit Agreement dated as of March 29, 2007 (the “Credit Agreement”) by and among Alliant, the Secured Parties (as defined therein), Bank of America, N.A., as administrative agent (in such capacity, “Administrative Agent”) for the Secured Parties, U.S. Bank National Assocation, as syndication agent, [                              ], as documentation agent, [                        ], as joint lead arrangers. This opinion is rendered at the request of Alliant pursuant to Section 4.01(a)(viii)(i) of the Credit Agreement. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the [Mortgage/Deed of Trust], or if not defined therein, in the Credit Agreement.

In our capacity as such counsel, we have examined originals, or copies identified to our satisfaction as being true copies, of such records, documents or other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including such corporate records and documents of [Alliant/Company] and such certificates of public officials and officers of [Alliant/Company] as we have deemed necessary or appropriate for purposes of this opinion. These records, documents and instruments also included execution copies or counterparts of the following documents (collectively, the “Subject Documents”):

1.The Credit Agreement;

2.The [Mortgage/Deed of Trust], Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of           , 2007 from [Alliant/Company], as [mortgagor/grantor], to [                              , as trustee (“Trustee”), for the benefit of] Administrative Agent, as [mortgagee/beneficiary] (the “[Mortgage/Deed of Trust]”), encumbering the “Mortgaged Property” described therein; and

3.The Amended and Restated Subsidiary Guaranty dated as of March 29, 2007 from the guarantors named therein in favor of the Secured Parties.

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Assumptions

In rendering this opinion we have assumed, without having made any independent investigation of the facts, except with respect to matters of State and federal law on which we have opined below, the following:

(i)the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies;

(ii)to the extent that the obligations of [Alliant/Company] may be dependent upon such matters, other than with respect to [Alliant/Company], that each party to the agreements and contracts referred to herein is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; that each such other party has the requisite corporate or other organizational power and authority to perform its obligations under such agreements and contracts, as applicable; and that such agreements and contracts have been duly authorized, executed and delivered by, and each of them constitutes the legally valid and binding obligations of, such other parties, as applicable, enforceable against such other parties in accordance with their respective terms;

(iii)that [Alliant/Company] is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation;

(iv)that [Alliant/Company] has the requisite corporate power and authority to enter into and perform its obligations under the Subject Documents to which it is a party;

(v)the due authorization, execution and delivery by [Alliant/Company] of the Subject Documents to which [Alliant/Company] is a party;

(vi)that a part or all of the loan proceeds to be advanced pursuant to the Credit Agreement will have been advanced on or before the date hereof;

(vii)that all material factual matters, including without limitation, representations and warranties, contained in the Subject Documents, are true and correct as set forth therein;

(viii)that [Alliant/Company], at the time of recordation of the [Mortgage/Deed of Trust], held an interest of record in the real property portions of the Mortgaged Property owned by [Alliant/Company]; and

(ix)that the Subject Documents will be governed by and construed in accordance with the internal laws of the State, notwithstanding the provisions of the Subject Documents to the contrary.

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Opinions

On the basis of such examination, our reliance upon the assumptions contained herein and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that:

1.The [Mortgage/Deed of Trust] constitutes the legal, valid and binding obligation of [Alliant/Company], enforceable against [Alliant/Company] in accordance with its terms.

2.The execution and delivery of the Subject Documents, the performance by [Alliant/Company] of its obligations thereunder and the compliance with the terms and conditions thereof by [Alliant/Company] are not in contravention of or in conflict with any law, rule or regulation of the State applicable to [Alliant/Company].

3.The execution and delivery by [Alliant/Company] of the Subject Documents to which it is a party and the performance of [Alliant/Company]’s obligations thereunder do not require any governmental consents, approvals, authorizations, permits, registrations, declarations or filings or other action or any notices to, consents of, orders of or filings with any governmental authority or regulatory body of the State (including those having jurisdiction over the enforcement of the environmental laws of the State), except for the recordation of the [Mortgage/Deed of Trust].

4.The [Mortgage/Deed of Trust] (including the acknowledgement, attestation, seal and witness requirements) is in appropriate form for recordation in the State.

5.The [Mortgage/Deed of Trust] is in proper form sufficient to create a valid [mortgage/deed of trust lien] in favor of Administrative Agent on, and to vest [Trustee and] Administrative Agent with power of sale in, such of the Mortgaged Property described therein that constitutes real property (including fixtures, to the extent the same constitute real property). The recordation of the [Mortgage/Deed of Trust] in the [** NAME APPROPRIATE COUNTY RECORDING OFFICE**] is the only recordation, filing or registration necessary to perfect the lien on the Mortgaged Property created by the [Mortgage/Deed of Trust]. Upon recordation of the [Mortgage/Deed of Trust] in the [** NAME APPROPRIATE COUNTY RECORDING OFFICE**], [Trustee/Administrative Agent] will have a valid and perfected [mortgage/deed of trust lien] on the Mortgaged Property described therein. No other recordation, filing, re- recordation or re-filing is necessary in order to perfect or to maintain the priority of the lien created by the [Mortgage/Deed of Trust].

6.The real property descriptions attached to the [Mortgage/Deed of Trust] are in form legally sufficient for the purpose of subjecting that portion of the Mortgaged Property that constitutes real property to the lien evidenced by the [Mortgage/Deed of Trust].

7.The [Mortgage/Deed of Trust] is in proper form sufficient to constitute a valid and effective fixture filing with respect to the Premises under Article 9 of the Uniform Commercial Code as in effect in the State naming [Alliant/Company] as debtor and Administrative Agent as secured party.

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8.Administrative Agent is not required to qualify to transact business in the State nor will Administrative Agent incur any tax imposed by the State (including, without limitation, any tax imposed by the State on interest or on revenue paid in respect of the Credit Agreement), solely as the result of the ownership or recordation of the [Mortgage/Deed of Trust].

9.[Except as specifically set forth on Schedule 1 hereto, no] [No] taxes or other charges, including, without limitation, intangible, documentary, stamp, mortgage, transfer or recording taxes or similar charges are payable to the State or to any governmental authority or regulatory body located therein on account of the execution or delivery of the [Mortgage/Deed of Trust], or the creation of the liens and security interests thereunder, or the filing, recordation or registration of the [Mortgage/Deed of Trust], except for nominal filing or recording fees.

Qualifications

The foregoing opinions are subject to the following qualifications, limitations and exceptions:

1.Qualifying paragraph 1 above, the enforceability of the [Mortgage/Deed of Trust] and the liens created thereby may be limited or affected by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. The aforesaid opinion as to enforceability of the [Mortgage/Deed of Trust] is also subject to the qualification that certain provisions contained therein may not be enforceable, but (subject to the limitations set forth in the foregoing sentence) such unenforceability will not render the [Mortgage/Deed of Trust] invalid as a whole or substantially interfere with realization of the principal benefits and/or security provided thereby.

2.In rendering the opinions expressed in this opinion letter, we have made no examination of and express no opinion with respect to: (i) title to or, except as to adequacy of form, descriptions of the Mortgaged Property described in the [Mortgage/Deed of Trust]; (ii) the nature or extent of [Alliant/Company]’s rights in, or title to, the Mortgaged Property; (iii) the existence or non-existence of liens, security interests, charges or encumbrances thereon or therein actually of record; or (iv) the priority of any liens on any part of the Mortgaged Property. We have not independently certified the existence, condition, location or ownership of any of the Mortgaged Property.

This opinion is given as of the date hereof, and we disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter. The foregoing opinion applies only with respect to the laws of the State and the federal laws of the United States of America and we express no opinion with respect to the laws of any other jurisdiction.

This opinion is rendered only to Administrative Agent and the other Secured Parties and their respective successors and assigns (including any participant in any Secured Party’s interest) and is solely for their benefit in connection with the transactions contemplated by the Subject Documents and may not be relied upon by Administrative Agent or any other

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Secured Party or any of their respective successors or assigns for any other purpose without our prior written consent.

Very truly yours,

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SCHEDULE 1

Mortgage Recording Taxes, Documentary Stamp Taxes
and other similar Taxes and Fees

[**INSERT DESCRIPTION OF AND METHOD OF CALCULATING ALL MORTGAGE RECORDING TAXES, DOCUMENTARY STAMP TAXES AND SIMILAR TAXES AND FEES**]

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[FORM OF OPINION OF LOCAL COUNSEL
WITH RESPECT TO CORPORATE FORMALITIES]

               , 2007

To: The Secured Parties under the Credit Agreement
referred to below and to Bank of America,
as Administrative Agent

Re: Alliant Techsystems, Inc. [and [**Name of Subsidiary Fee Owner**]] Ladies and Gentlemen:

We have acted as special [name of State] (the “State”) counsel to Alliant Techsystems Inc., a Delaware corporation (“Alliant”) [and [**Insert name of fee owner and state and organization type**] (“Company”)] in connection with the execution and delivery of the [Mortgage/Deed of Trust] referenced below pursuant to that certain Amended and Restated Credit Agreement dated as of March 29, 2007 (the “Credit Agreement”) by and among Alliant, the Secured Parties (as defined therein), Bank of America, N.A., as administrative agent (in such capacity, “Administrative Agent”) for the Secured Parties, U.S. Bank National Association, as syndication agent, [                         ], as documentation agent, [                         ], as joint lead arrangers. This opinion is rendered at the request of Alliant pursuant to Section 4.01 (a)(viii)(ii) of the Credit Agreement. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the [Mortgage/Deed of Trust], or if not defined therein, in the Credit Agreement.

In our capacity as such counsel, we have examined originals, or copies identified to our satisfaction as being true copies, of such records, documents or other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including such corporate records and documents of Company and such certificates of public officials and officers of Company as we have deemed necessary or appropriate for purposes of this opinion. These records, documents and instruments also included execution copies or counterparts of the following documents (collectively, the “Subject Documents”):

1.The Credit Agreement;

2.The [Mortgage/Deed of Trust], Assignment of Rents and Leases, Security

Agreement and Fixture Filing dated as of [                  ], 2007 from [Alliant/Company], as [mortgagor/grantor], to [                        , as trustee (“Trustee”), for the benefit of] Administrative Agent, as [mortgagee/beneficiary] (the “[Mortgage/Deed of Trust]”), encumbering the “Mortgaged Property” described therein; and

3.The Amended and Restated Subsidiary Guaranty dated as of March 29,
2007 from Company and the other guarantors named therein in favor of the Secured Parties.

Opinion Matters – Local Counsel

Assumptions

In rendering this opinion we have assumed, without having made any independent investigation of the facts, except with respect to matters of State and federal law on which we have opined below, the following:

(a)the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies;

(b)to the extent that the obligations of Company may be dependent upon such matters, other than with respect to Company, that each party to the agreements and contracts referred to herein is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; that each such other party has the requisite corporate or other organizational power and authority to perform its obligations under such agreements and contracts, as applicable; and that such agreements and contracts have been duly authorized, executed and delivered by, and each of them constitutes the legally valid and binding obligations of, such other parties, as applicable, enforceable against such other parties in accordance with their respective terms; and

(c)that all material factual matters, including without limitation, representations and warranties, contained in the Subject Documents, are true and correct as set forth therein.

Opinions

On the basis of such examination, our reliance upon the assumptions contained herein and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that:

(i)Company is duly organized, validly existing and in good standing under the laws of the State.

(ii)Company has the requisite corporate power and authority to enter into and perform its obligations under the Subject Documents to which it is a party.

(iii)The Subject Documents to which Company is a party have been duly authorized, executed and delivered by Company.

Qualifications

The foregoing opinions are subject to the following qualifications, limitations and exceptions:

This opinion is given as of the date hereof, and we disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter. The foregoing opinion applies only with respect to the laws of the State and the federal laws of the United States of America and we express no opinion with respect to the laws of any other jurisdiction.

This opinion is rendered only to Administrative Agent and the other Secured Parties and their respective successors and assigns (including any participant in any Secured Party’s interest) and is solely for their benefit in connection with the transactions contemplated by the Subject Documents and may not be relied upon by Administrative Agent or any other Secured Party or any of their respective successors or assigns for any other purpose without our prior written consent.

Very truly yours,

Exhibit J-3

Keith D. Ross Senior Vice President  & General Counsel Alliant Techsystems Inc. MN01-1060 5050 Lincoln Drive Edina, MN 55436-1097 www.atk.com 952.351.3086 952.351.3033 fax keith. ross@atk.com

March 29, 2007

To the Lenders, the Administrative Agent

  and the other Agents Referred to Below

c/o Bank of America, N.A.

1455 Market Street, 5th Floor

San Francisco, California 94103

Re: Amended and Restated Credit Agreement, dated as of March 29, 2007

Ladies and Gentlemen:

I am Senior Vice President and General Counsel of Alliant Techsystems Inc., a Delaware corporation (the “Borrower”). This opinion is furnished to you in connection with the Amended and Restated Credit Agreement, dated as of the date hereof (the “Credit Agreement”), by and among the Borrower, the Lenders from time to time party thereto (the “Lenders”), Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), the other Agents and the Arrangers. The Borrower and the subsidiary guarantors listed on Schedule I hereto (the “Guarantors”) are referred to herein individually as a “Transaction Party” and collectively as the “Transaction Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement.

In connection with the opinions expressed herein, I have examined originals or copies of the following documents:

(1)the Credit Agreement;

(2)each of the Notes executed and delivered on the date hereof;

(3)the Amended and Restated Security Agreement, dated as of the date hereof, made by the Transaction Parties in favor of the Administrative Agent;

(4)the Intellectual Property Security Agreement, dated as of the date hereof, made by the Transaction Parties in favor of the Administrative Agent, which I understand will be recorded in the United States Patent and Trademark Office;

(5)the Amended and Restated Subsidiary Guaranty, dated as of the date hereof, made by the Guarantors in favor of the Secured Parties; and

(6)such other documents, including the Certificates of Incorporation and the By-laws  of and good standing certificates for each Transaction Party, as I have deemed  necessary or appropriate as a basis for the opinions expressed below.

The documents referred to in items (1) through (5) above, inclusive, are referred to herein collectively as the “Documents” and the documents referred to in items (3) and (4) above are referred to herein collectively as the “Collateral Documents.”

In my examination I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies, and the authenticity of the originals of such copies. I also have assumed that each of the Documents is the valid and binding obligation of each party thereto other than the Transaction Parties, enforceable against each such party in accordance with its respective terms.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein and having regard for the legal considerations that I deem relevant, I am of the opinion that:

(a)Each Transaction Party is a corporation duly organized, validly existing and in
good standing under the laws of each such company’s respective state of incorporation and has all corporate power and authority required to enter into and to incur and perform its obligations under the Documents to which it is a party.

(b)The execution and delivery to the Administrative Agent and the Lenders by each Transaction Party of the Documents to which it is a party and the performance by such Transaction Party of any of its obligations thereunder, and the granting by each Transaction Party of the Liens provided for in the Collateral Documents, (i) have been duly authorized by all necessary corporate action by such Transaction Party, (ii) do not contravene any provision of the Certificate of Incorporation or the By-laws of any Transaction Party, (iii) do not violate any material contract, agreement, instrument, indenture or lease binding upon any Transaction Party or its property, (iv) to the best of my knowledge, do not violate any judicial or administrative order or decree of any governmental authority applicable to any Transaction Party and (v) do not result in or require the creation or imposition of any Lien on any asset of any Transaction Party, other than Liens created pursuant to the Documents.

(c)Each Document has been duly executed and delivered on behalf of each
Transaction Party signatory thereto.

(d)Except as described in the most recent 10-Q filed on February 2, 2007, there is no action, suit, or proceeding pending, or to the best of my knowledge, threatened, against or affecting the Borrower or any of its Subsidiaries by or before any court, arbitrator or governmental body or official material to the business, consolidated financial position or consolidated results of operations of the Borrower and its Subsidiaries, or which in any manner

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challenges the validity of the Documents or seeks to restrain, enjoin or prevent the consummation of the transactions contemplated thereby.

The opinions expressed herein are limited to the laws of the State of Minnesota, the federal laws of the United States of America, and the General Corporation Law of the State of Delaware. The opinions expressed herein are solely for the benefit of the addressees hereof and of any other person or entity becoming a Lender or Agent under the Credit Agreement, in each case above, in connection with the transaction referred to herein and may not be relied on by such addressees or such other persons or entities for any other purpose or in any manner or for any purpose by any other person or entity. This opinion is rendered as of the date hereof and I disclaim any undertaking or obligation to advise you or any other party of changes which may hereafter be brought to my attention as the result of changes in applicable law or subsequent actions of a Transaction Party.

Very truly yours,

/s/ Keith D. Ross

Keith D. Ross

Senior Vice President and General Counsel

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Schedule I

Guarantors

1.Ammunition Accessories Inc., a Delaware corporation

2.ATK Commercial Ammunition Company Inc., a Delaware corporation

3.ATK Commercial Ammunition Holdings Company Inc., a Delaware corporation

4.ATK Launch Systems Inc., a Delaware corporation

5.ATK Space Systems Inc., a Delaware corporation

6.Federal Cartridge Company, a Minnesota corporation

7.Micro Craft Inc., a Minnesota corporation

EXHIBIT K

FORM OF INCREMENTAL TERM FACILITY SUPPLEMENT

This INCREMENTAL TERM FACILITY SUPPLEMENT [(Tranche     )](1) (this “Supplement”) is entered into as of               , 20    , among Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), each lender party hereto (collectively, the “Incremental Term Loan Lenders” and individually, an “Incremental Term Loan Lender”), and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 29, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, the Administrative Agent, the other Agents and the Arrangers.

Pursuant to Section 2.15(a) of the Credit Agreement, the Borrower has requested (a) the addition of a $[amount not less than $50,000,000] additional term loan facility, (b) that the Incremental Term Loan Lenders Party hereto extend Incremental Term Loans as provided herein, and (c) the effective date for such additional term loan facility be             , 20    .

Each Incremental Term Loan Lender party to this Supplement (this “Supplement”) has agreed to provide the Incremental Term Commitment set forth opposite it name on Schedule I hereto  (its “Incremental Term Commitment”) and has indicated its willingness to lend the Incremental Term Loans on the terms and conditions set forth herein and in the Credit Agreement.

Section 1.Incremental Term Facility. The aggregate Incremental Term Commitments of $               provided hereunder [shall be designated “Tranche     Incremental Term Facility] (the “[Tranche     ] Incremental Term Facility”) [and the Incremental Term Loans made thereunder shall be designated Tranche     Incremental Term Loans][see footnote 1 regarding tranches] shall, in addition to the terms and conditions set forth in the Credit Agreement, have the following terms and conditions:

(a)The Incremental Term Facility Closing Date must occur on or prior to               , 20     (the “Termination Date”), which shall in no event be less than ten Business Days from the date of this Supplement;

(b)The Maturity Date shall be               , 20    ;

(c)The Borrower shall repay to the Administrative Agent for the ratable account of the Incremental Term Lenders the aggregate principal amount of all [Tranche     ] Incremental Term Loans outstanding on the following dates in the respective amounts set forth

(1)It may be advisable to create a tranche of Incremental Term Facility if it is contemplated that there will be multiple series of Incremental Term Facilities. If only one Incremental Term Facility is contemplated, creating a tranche would not be necessary.

opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.06 of the Credit Agreement):

Date Amount

provided, however, that the final principal repayment installment of the [Tranche     ] Incremental Term Loans shall be repaid on the Maturity Date for the [Tranche     ] Incremental Term Facility under which such [Tranche     ] Incremental Term Loans were made and in any event shall be in an amount equal to the aggregate principal amount of all [Tranche     ] Incremental Term Loans outstanding on such date;

(d)The Applicable Rate for the [Tranche     ] Incremental Term Loans shall be (i) with respect to Base Rate Loans, a rate per annum equal to       %, and (ii) with respect to Eurodollar Loans, a rate per annum equal to       %; and

(e)The making of the [Tranche     ] Incremental Term Loans shall be subject to the provisions of Sections 2.01(b), 2.02 and 4.02 of the Credit Agreement.

Section 2.Representations and Warranties of the Borrower. The Borrower represents to the Administrative Agent and the Incremental Term Loan Lenders that:

(a)No Default has occurred and is continuing on and as of the Effective Date or would result from the addition of the Incremental Term Facility hereunder;

(b)The representations and warranties of the Borrower contained in Article V or any other Loan Document, are true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2(b), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;

(c)The Borrower has complied with each of the conditions set forth in Section 2.15(c) of the Credit Agreement on and as of the Effective Date; and

(d)The [Tranche     ] Incremental Term Facility does not exceed the Term Commitment Increase Availability.

Section 3.New Lenders.

Each Incremental Term Loan Lender that is an Additional Term Loan Lender:

(a)represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Supplement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, and (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement and provide its Incremental Term Commitment hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender;

(b)agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents;

(c)appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto;

(d)agrees that it will perform in accordance to their terms, all obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender; and

(e)in the case of such Incremental Term Loan Lender that is a Foreign Lender, comply with the provisions of Section 10.15 of the Credit Agreement.

Section 4.Reference to and Effect on Loan Documents. (a) On  and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as supplemented by this Supplement.  This Supplement is an Incremental Term Facility Supplement referred to in the definition of Loan Documents and shall for all purposes constitute a Loan Document.

(b)The Credit Agreement, the Notes and each of the other Loan Documents, as specifically supplemented by this Supplement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, without limitation, any Obligations created or contemplated hereunder) of the Loan Parties under the Loan Documents, in each case as supplemented by this Supplement.

(c)Each of the undersigned Guarantors consents to this Supplement and the transactions contemplated hereby and hereby confirms and agrees that (i) notwithstanding the effectiveness of this Supplement, the Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Supplement each reference in the Guaranty to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as supplemented by this Supplement, and (b) each of the Collateral Documents to which such Guarantor is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all Obligations (including, without limitation, any Obligations created or contemplated hereunder) to be secured thereunder.

Section 5.Costs and Expenses. The Borrower agrees to pay or reimburse all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Supplement and the other instruments and documents to be delivered hereunder or in connection herewith (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.04 of the Credit Agreement.

Section 6.Execution in Counterparts. This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Supplement by telecopier shall be effective as delivery of a manually executed counterpart of this Supplement.

Section 7.Effective Date; Termination of Commitments. This Supplement shall become effective on the requested effective date (the “Effective Date”) subject to (a) receipt by the Administrative Agent of executed counterparts of this Supplement by each party hereto, (b) receipt by the Administrative Agent of an Administrative Questionnaire from each Additional Term Loan Lender party hereto, (c) the representations and warranties of the Borrower in Section 2 being true and correct in all material respects, and (d) such date not being later than the Termination Date.  If the Effective Date and the Incremental Term Facility Closing Date do not occur on or prior to the Termination Date, the Incremental Term Commitments hereunder shall automatically terminate.

Section 8.Governing Law. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York, and shall be subject to the jurisdictional and service provisions of the Credit Agreement, as if this were a part of the Credit Agreement.

ALLIANT TECHSYSTEMS INC.

By
	Name:
	Title:
By
	Name:
	Title:
BANK OF AMERICA, N.A., as Administrative Agent
By
	Name:
	Title:
[GUARANTORS]
By
	Name:
	Title:

[NAME OF INCREMENTAL TERM LOAN LENDER]
By
	Name:
	Title:

SCHEDULE I
TO
INCREMENTAL TERM FACILITY SUPPLEMENT

Incremental Tem Loan Lender Incremental Term Loan Commitment

EXHIBIT L

FORM OF JOINDER AGREEMENT

JOINDER AGREEMENT (this “Joinder Agreement”), dated                               , 20    , by                                          to the Amended and Restated Credit Agreement, dated as of March 29, 2007 (as the same may be amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Alliant Techsystems Inc. a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, the other Agents and the Arrangers.

W I T N E S S E T H:

WHEREAS, the Credit Agreement provides in Section [2.14(a)] [2.15(b)] thereof that any Eligible Assignee may become [a Revolving Credit Lender under the Revolving Credit Facility] [a Term Lender under any Term Facility in existence at the time of a request for a Term Commitment Increase] by executing and delivering to the Administrative Agent this Joinder Agreement subject to the terms and conditions of Section [2.14] [2.15]; and

WHEREAS, the undersigned now desires to become a [Revolving Credit Lender] [Term A Lender] [Incremental Term Loan Lender] under the Credit Agreement;

NOW, THEREFORE, the undersigned hereby agrees as follows:

1.The undersigned agrees to be bound by the provisions of the Credit Agreement and other Loan Documents, and agrees that it shall, on the date this Joinder Agreement is accepted by the Administrative Agent and the Borrower, become a [Revolving Credit Lender] [Term A Lender] [Incremental Term Loan Lender] for all purposes of the Credit Agreement to the same extent as if originally such a Lender thereto, and hereby commits to provide [Revolving Credit Commitments] [Term A Commitments] [Incremental Term Commitments] of $            under the [Revolving Credit Facility][Term A Facility][Incremental Term Facility created under the Incremental Term Facility Supplement dated                 , 20     (the “Applicable Incremental Term Facility Supplement”)] and [Schedule 2.01 of the Credit Agreement][Schedule I of the Applicable Incremental Term Facility Supplement] shall be adjusted to reflect the [Revolving Credit Commitment][Term A Commitment][Incremental Term Commitment] of the undersigned.

2.The undersigned:

(a)  represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become a [Revolving Credit Lender] [Term A Lender] [Incremental Term Loan Lender] under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, and (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and other Loan Documents as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the most recent

financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement and provide its [Revolving Credit Commitments] [Term A Commitments] [Incremental Term Commitments] hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender;

(b)  agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents;

(c)  appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto;

(d)  agrees that it will perform in accordance to their terms, all obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender; and

(e)  in the case of such [Revolving Credit Lender] [Term A Lender] [Incremental Term Loan Lender] that is a Foreign Lender, comply with the provisions of Section 10.15 of the Credit Agreement.

3.The undersigned has provided the Administrative Agent with an Administrative Questionnaire.

4.This Joinder Agreement shall become effective on the date accepted by the Administrative Agent and Borrower as provided below.

5.This Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, and shall be subject to the jurisdictional and service provisions of the Credit Agreement, as if this were a part of the Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be executed and delivered by a duly authorized officer on the date first above written.

[INSERT NAME OF LENDER]
By
	Name:
	Title:

Accepted this          day of

, 20

BANK OF AMERICA, N.A., as Administrative Agent
By
	Name:
	Title:
ALLIANT TECHSYSTEMS INC.
By
	Name:
	Title:
By
	Name:
	Title:

EX-31.1

Exhibit 31.1

Certification Pursuant to

Rule 13a-14(a) of the Securities Exchange Act of 1934,

as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Daniel J. Murphy, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Alliant Techsystems Inc.,

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2009	By:	/s/ Daniel J. Murphy
	Name:	Daniel J. Murphy
	Title:	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to

Rule 13a-14(a) of the Securities Exchange Act of 1934,

as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, John L. Shroyer, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Alliant Techsystems Inc.,

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 13, 2009	By:	/s/ John L. Shroyer
	Name:	John L. Shroyer
	Title:	Senior Vice President and Chief Financial Officer

EX-32

Exhibit 32

Certification by Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

We, Daniel J. Murphy, Chief Executive Officer, and John L. Shroyer, Chief Financial Officer, of Alliant Techsystems Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:

(1)the Quarterly Report on Form 10-Q for the period ended July 5, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Dated:  August 13, 2009

By:	/s/ Daniel J. Murphy
Name:	Daniel J. Murphy
Title:	Chief Executive Officer
By:	/s/ John L. Shroyer
Name:	John L. Shroyer
Title:	Senior Vice President and Chief Financial Officer