EXHIBIT 4.5
WAIVER AND AMENDMENT dated as of March 29, 1999 (this
"Amendment"), to each of the Credit Agreement dated as of
November 23, 1998 (the "Credit Agreement"), among ALLIANT
TECHSYSTEMS INC. (the "Borrower"), the Lenders party thereto and
THE CHASE MANHATTAN BANK, as administrative agent, and the
Amended and Restated Credit Agreement dated as of November 23,
1998 (the "Continuing Credit Agreement", and together with the
Credit Agreement, the "Credit Agreements"), among ALLIANT
TECHSYSTEMS INC., the Lenders party thereto and THE CHASE
MANHATTAN BANK, as administrative agent.
The Borrower has by its Memorandum for Lenders dated March 23, 1999 (the
"Memorandum") requested that certain provisions of the Credit Agreements be
waived or amended as set forth herein and the Lenders are willing so to waive
and amend the Credit Agreements on the terms and subject to the conditions set
forth herein. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Credit Agreements or the Memorandum, as
applicable.
Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Waivers and Amendments. (a) Notwithstanding any provision of
the Credit Agreements or the Security Documents to the contrary, no Loan Party
shall be required to pledge any Aerospace Note held by it under any Security
Document.
(b) The definition of "Consolidated Interest Charges" set forth in Section
1.01 is hereby amended by inserting at the end thereof the following phrase:
", but excluding interest charges on (i) intercompany
Indebtedness between Wholly-Owned Consolidated Subsidiaries of
the Borrower that are Subsidiary Loan Parties or between the
Borrower and a Wholly-Owned Consolidated Subsidiary of the
Borrower that is a Subsidiary Loan Party and (ii) the Aerospace
Notes described in the Borrower's Memorandum for Lenders dated
▇▇▇▇▇ ▇▇, ▇▇▇▇"
(▇) Section 5.04 of each Credit Agreement is hereby amended by inserting
at the end thereof the following sentence:
"Notwithstanding anything to the contrary in this Agreement, (a)
Alliant Assurance Ltd. will not conduct any business other than
providing insurance or self-insurance for the businesses of the
Borrower and the Subsidiary Loan Parties and (b) any cash held at
any time by Alliant Assurance Ltd. that is in excess of its
projected 45 day cash requirements will be lent to the Borrower
under an intercompany note pledged under the Pledge Agreement or
will be dividended to the Borrower."
(d) Section 6.01 of each Credit Agreement is hereby waived to the extent
required to permit Alliant Assurance Ltd. to be the holder of Aerospace Notes.
(e) Section 6.04(a) of each Credit Agreement is hereby waived to the
extent required to permit the Investments in Alliant Assurance
described in the Memorandum, including for purposes of Section
6.03(b)(vii) of each Credit Agreement.
(f) The definition of "Obligations" set forth in section 1.01 of each
Credit Agreement is hereby replaced in its entirety by the following:
"Obligations" means the "Secured Obligations", as defined in the
Security Agreement.
SECTION 2. Conditions to Effectiveness. This Waiver and Amendment shall
become effective on the date (the "Effective Date") that the Administrative
Agent shall have received counterparts of this Waiver and Amendment that, when
taken together, bear the signatures of the Borrower and the Required Lenders
under each Credit Agreement.
SECTION 3. Effect of Waiver and Amendment. Except as expressly set forth
herein, this Waiver and Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of
the Lenders, the Administrative Agent or the Borrower under either Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in either Credit Agreement or any other Loan Document, all
of which are ratified and affirmed in all respects and shall continue in full
force and effect. Nothing herein shall be deemed to entitle the Borrower to a
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in either
Credit Agreement or any other Loan Document in similar or different
circumstances. This Waiver and Amendment shall apply and be effective only with
respect to the provisions of the Credit Agreements and the Security Documents
specifically referred to herein. This Waiver and Amendment shall constitute a
"Loan Document" under each Credit Agreement.
SECTION 4. Counterparts. This Waiver and Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Waiver and
Amendment by facsimile transmission shall be as effective as delivery of a
manually executed counterpart hereof.
SECTION 5. Applicable Law. THIS WAIVER AND AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Headings. The headings of this Waiver and Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.
ALLIANT TECHSYSTEMS INC.
by
______________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent,
by
____________________________
Name:
Title:
LENDER: ______________________________
by
____________________________
Name:
Title:
