Exhibit 4.6.2
WAIVER AND AMENDMENT NO. 2
January 29, 1998
Morgan Guaranty Trust Company
of New York, as Documentation
Agent under the Credit Agreement
referred to below
60 Wall Street
New York, NY 10260
Ladies and Gentlemen:
The undersigned refers to the Amended and Restated Credit Agreement
dated as of March 15, 1995 and amended and restated as of November 14, 1996 (as
amended and restated, and as further amended to the date hereof, the "Credit
Agreement") among Alliant Techsystems Inc. (the "Borrower"), the lenders parties
thereto (the "lenders"), Morgan Guaranty Trust Company of New York, as
Documentation Agent"), and The Chase Manhattan Bank, as Administrative Agent.
Capitalized terms used but not defined herein are used as defined in the Credit
Agreement.
1. The Borrower is intending to consummate an Asset Sale substantially
on the terms described in Exhibit A attached hereto (such sale, to the extent
consummated substantially on such terms, the "Subject Asset Sale"), and on or
about the date referred to therein, which Asset Sale does not comply with the
requirement set forth in clause (z) of Section 5.09(b) that not less than 80% of
the consideration therefor consists solely of notes or similar debt obligations
(the "Consideration Requirement"). In addition, the Borrower has requested that
Section 5.10 of the Credit Agreement be modified to include as a permitted
Investment the promissory note received in the Subject Asset Sale (the "Subject
Asset Sale Note") or any other Asset Sale consummated in compliance with Section
5.09, as well as certain similar Investments.
2. The undersigned waives compliance with the Consideration Requirement
with respect to the Subject Asset Sale, PROVIDED that the Borrower shall repay
the Term Loans in an amount equal to 50% of the Net Cash Proceeds of the Subject
Asset Sale (determined for this purpose to include the full principal amount of
the Subject Asset Sale Note as "cash proceeds" at the time received by the
Borrower" not later than March 23, 1998 and otherwise in accordance with the
provisions of Section 2.08 of the Credit Agreement. The Borrower has advised the
undersigned that the Borrower expects that 50% of such Net Cash Proceeds
determined as described above will be approximately $1,500,000. To the extent
that the payment referred to in the second preceding sentence is made, such
payment shall constitute satisfaction of the Borrower's obligation to make
payments in respect of the Subject Asset Sale pursuant to Section 2.08 of the
Credit Agreement, and the undersigned waives any requirement that the Borrower
be required to make any subsequent payment pursuant to Section 2.08 of the
Credit Agreement with respect to Net Cash Proceeds of the Subject Asset Sale
Note.
3. The undersigned agrees that Section 5.10 of the Credit Agreement is
amended by adding the following two new clauses thereto after clause (a) thereof
(and deleting the word "and" from the end of such clause (a)):
(b) Investments acquired in the form of consideration received
from an Asset Sale consummated in accordance with Section 5.09(b);
(c) Investments acquired as part of the settlement of
litigation or claims or in satisfaction of claims made pursuant to a
reorganization, bankruptcy or liquidation of a Person, or as a good
faith settlement of Debt owed by a Person to the Borrower or any of its
Subsidiaries; and
The word "and" is also deleted from the end of clause (a) of Section 5.10 of the
Credit Agreement, and existing clause (b) thereof is redesignated as clause (d)
to conform to the foregoing amendments. Each reference to "hereof", "hereunder",
"herein" and "hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in the Credit
Agreement shall, after this Waiver and Amendment becomes effective, refer to the
Credit Agreement as amended hereby.
4. This Waiver and Amendment shall be effective upon receipt by the
Documentation Agent of this Waiver and Amendment and other "Waiver and
Amendments" to substantially the same effect, executed in counterparts, from the
Required Lenders (after including the undesigned) and the Borrower. This Waiver
and Amendment shall be governed by and construed in accordance with the laws of
the State of New York.
Morgan Guaranty Trust Company of New York
By /s/ Diana H. Imhof
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Title: VP
Bank of America
By /s/ Theresa A. Fontaine
--------------------------------
Title: Vice President
The Bank of New York
By /s/ Richard A. Raffetto
--------------------------------
Title: Vice President
The Bank of Nova Scotia
By /s/ F.C.H. Ashby
--------------------------------
Title: Senior Manager Loan Operations
The Chase Manhattan Bank
By /s/ James B. Treger
--------------------------------
Title: Vice President
Citicorp USA, Inc.
By /s/ W. L. Larsen
--------------------------------
Title: Attorney-In-Fact
Comerica
By /s/ Phillip A. Coosaia
--------------------------------
Title: Vice President
Commerzbank Aktiengesellschaft,
Chicago Branch
By /s/ J. T. Shortly
--------------------------------
Title: Sr.V.P.
By /s/ Paul Carlan
--------------------------------
Title: A.V.P.
Credit Lyonnais Chicago Branch
By /s/ Mary Ann Klemm
--------------------------------
Title: Vice President
First Bank National Association
By /s/ Elliot Jaffee
--------------------------------
Title: Vice President
The First National Bank of Chicago
By /s/ Kris Szremski
--------------------------------
Title: Vice President
Mellon Bank, N.A.
By /s/ A. K. Marsh
--------------------------------
Title: First Vice President
Funds Managed by Merrill Lynch Asset
Management
By /s/ Gil Marchand
--------------------------------
Title: Vice President
The Mitsubishi Trust & Banking Corporation,
Chicago Branch
By /s/ Nobuo Tominaga
--------------------------------
Title: Chief Manager
National City Bank
By /s/ Andrew J. Walshaw
--------------------------------
Title: Assistant Vice President
NationsBank, N.A.
By /s/ Valerie C. Mills
--------------------------------
Title: Sr. Vice President
The Sumitomo Bank Ltd.
By /s/ John H. Kemper
--------------------------------
Title: Senior Vice President
Van Kampen American Capital Prime Rate
Income Trust
By /s/ Jeffrey W. Maillet
--------------------------------
Title: Sr. Vice Pres. & Director
Alliant Techsystems Inc.
By /s/ Galen K. Johnson
---------------------------------
Title: VP/Treasurer
Exhibit A
Intentionally omitted.