Exhibit 4
THIRD AMENDMENT TO RIGHTS AGREEMENT
-----------------------------------
Third Amendment, dated as of March 16, 1999 ("Amendment"), to the Rights
Agreement, dated as of September 28, 1990, as amended (the "Rights Agreement"),
between Alliant Techsystems Inc., a Delaware corporation (the "Company"), and
The Chase Manhattan Bank (formerly known as Chemical Bank, successor by merger
to Manufacturers Hanover Trust Company) (the "Rights Agent").
Pursuant to Section 26 of the Rights Agreement, the Company desires to
amend the Rights Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the premises and mutual agreement herein
set forth, the parties hereby agree as follows:
1. The first full paragraph (following the legend) of Exhibit B to the
Rights Agreement is hereby amended to read in its entirety as follows:
"This certifies that , or registered assigns, is the registered owner
of the number of Rights set forth above, each of which entitles the
owner thereof, subject to the terms, provisions and conditions of the
Rights Agreement, dated as of September 28, 1990, as amended (the
"Agreement"), by and between Alliant Techsystems Inc., a Delaware
corporation (the "Company"), and The Chase Manhattan Bank (formerly
known as Chemical Bank, successor by merger to Manufacturers Hanover
Trust Company) (the "Rights Agent"), to purchase from the Company at
any time prior to 5:00 P.M. (Minneapolis time) on September 28, 2000
at the office or offices of the Rights Agent designated for such
purpose, or its successors as Rights Agent, one one-hundredth of a
fully paid, non-assessable share of Series A Junior Participating
Preferred Stock (the "Preferred Stock") of the Company, at a purchase
price of $120.00 per one-hundredth of a share (the "Purchase Price"),
upon presentation and surrender of this Rights Certificate with the
Form of Election to Purchase and related Certificate duly executed.
The number of Rights evidenced by this Rights Certificate (and the
number of shares that may be purchased upon exercise thereof) set
forth above, and the Purchase Price per share set forth above, are the
number and Purchase Price as of March 16, 1999, based on the Preferred
Stock as constituted at such date. The Company reserves the right to
require prior to the occurrence of a Triggering Event (as such term is
defined in the Rights Agreement) that a number of Rights
be exercised so that only whole shares of Preferred Stock will be
issued."
2. Section 18(a) of the Rights Agreement is hereby amended to add the
following sentence to the end thereof:
"Anything to the contrary notwithstanding, in no event shall the
Rights Agent be liable for special, punitive, indirect,
consequential or incidental loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Rights
Agent has been advised of the likelihood of such loss or damage."
3. The Rights Agreement shall not otherwise be supplemented or amended by
virtue of this Amendment, but shall remain in full force and effect.
4. Terms used without other definition in this Amendment shall be used as
defined in the Rights Agreement.
5. This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts to be
made and performed entirely within the State of Delaware.
6. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
7. This Amendment shall be effective as of the close of business on March
16, 1999, as if executed on such date, and all references to the Rights
Agreement shall, from and after such time, be deemed to be references to the
Rights Agreement as amended hereby.
8. Exhibits B and C to the Rights Agreement shall be amended in a manner
consistent with this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
Attest: ALLIANT TECHSYSTEMS INC.
By: /S/XXXXXXX X. XXXXX By: /S/XXXXX X. XXXXXX
---------------------- ---------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxx X. Xxxxxx
Title: Secretary Title: Vice President
Attest: THE CHASE MANHATTAN BANK
By: /S/XXXXX X. XXXXX By: /S/XXXXXXX X. XXXXXXX
-------------------- ------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Vice President Title: Vice President
