Alion Science & Technology Corp Sample Contracts

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Credit Agreement • February 6th, 2003 • Alion Science & Technology Corp • Services-commercial physical & biological research
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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • February 17th, 2004 • Alion Science & Technology Corp • Services-commercial physical & biological research • Illinois
WITNESSETH:
Deferred Compensation Agreement • December 9th, 2002 • Alion Science & Technology Corp • Services-commercial physical & biological research • Virginia
ALION SCIENCE AND TECHNOLOGY CORPORATION 310,000 Units consisting of $310,000,000 Principal Amount of 12% Senior Secured Notes due 2014 and Warrants to Purchase 602,614 Shares of Common Stock REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 25th, 2010 • Alion Science & Technology Corp • Services-engineering services • New York

Alion Science and Technology Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (the “Purchaser”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), 310,000 units (the “Units”), each Unit consisting of $1,000 principal amount of the Issuer’s 12% Senior Secured Notes due 2014 (the “Initial Securities”), to be guaranteed, on a senior secured basis, by the Guarantors (as such term is defined in the Purchase Agreement and, together with the Issuer, the “Company”), and one warrant (the “Warrants”) each to purchase 1.9439 shares of common stock, par value $.01 per share, of the Issuer (“Common Stock”). The Initial Securities will be issued pursuant to an Indenture, dated as of March 22, 2010 (the “Indenture”), among the Issuer, the Guarantors and Wilmington Trust Company (the “Trustee”). The Warrants will be issued under a warrant agreement, dated as of March 22, 2010, between t

AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 11, 2011 among ALION SCIENCE AND TECHNOLOGY CORPORATION, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent CREDIT SUISSE SECURITIES (USA) LLC, as Sole...
Credit Agreement • March 16th, 2011 • Alion Science & Technology Corp • Services-engineering services • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 11, 2011, among ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS (as defined in Article I) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders.

CREDIT AGREEMENT dated as of March 22, 2010, among ALION SCIENCE AND TECHNOLOGY CORPORATION, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent CREDIT SUISSE SECURITIES (USA) LLC, as Sole Bookrunner and Sole...
Credit Agreement • March 25th, 2010 • Alion Science & Technology Corp • Services-engineering services • New York

CREDIT AGREEMENT dated as of March 22, 2010, among ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS (as defined in Article I) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders.

Employment Agreement
Employment Agreement • June 6th, 2012 • Alion Science & Technology Corp • Services-engineering services • Virginia

This Employment Agreement is entered into, and is effective as of the 16th day of May, 2012 (the “Effective Date”), by and between Alion Science and Technology Corporation (the “Company”) and Robert D. Hirt (the “Executive”), under the following terms and conditions:

EMPLOYMENT AGREEMENT
Employment Agreement • December 9th, 2002 • Alion Science & Technology Corp • Services-commercial physical & biological research • Virginia

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this ______ day of ______, 2002, by and between Alion Science and Technology Corporation, a Delaware corporation (the “Company”) and C. Randall Crawford (the “Employee”).

April , 2007 EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • April 30th, 2007 • Alion Science & Technology Corp • Services-engineering services • New York

Alion Science and Technology Corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange its 101/4% Senior Notes due 2015, (the “New Notes”) for a like principal amount of its outstanding 101/4% Senior Notes due 2015, (the “Old Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus” included in the Company’s registration statement on Form S-4 (File No. 333- ) as amended (the “Registration Statement”)) filed with the Securities and Exchange Commission (the “SEC”), and proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to in this Exchange Agent Agreement (this “Agreement”) as the “Notes” or the “Securities.” Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Registration Statement or the accompanying letter of transmittal (the “Letter of Transmittal”). This Ex

CREDIT AGREEMENT Dated as of December [______], 2002 among ALION SCIENCE AND TECHNOLOGY CORPORATION, as the Borrower, THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS, and LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent
Credit Agreement • December 9th, 2002 • Alion Science & Technology Corp • Services-commercial physical & biological research

This Credit Agreement dated as of December [______], 2002 is entered into among Alion Science and Technology Corporation, a Delaware corporation, the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment Agreement pursuant to Section 13.3, and LaSalle Bank National Association, in its capacity as contractual representative for itself and the other Lenders (the “Administrative Agent”). The parties hereto agree as follows:

SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Sole Lead Arranger, and Sole Book Runner, THE LENDERS THAT ARE PARTIES HERETO, as the Lenders, and ALION SCIENCE AND TECHNOLOGY...
Credit Agreement • May 2nd, 2014 • Alion Science & Technology Corp • Services-engineering services • New York

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of May 2, 2014 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), as sole lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Sole Lead Arranger”), and as sole book runner (in such capacity, together with its successors and assigns in such capacity, the “Sole Book Runner”), and ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (“Borrower”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 30th, 2007 • Alion Science & Technology Corp • Services-engineering services • Delaware

This Indemnification Agreement (this “Agreement”) is made and entered into as of this day of , by and between Alion Science and Technology Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

EXHIBIT 10.25 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 6th, 2003 • Alion Science & Technology Corp • Services-commercial physical & biological research • Delaware
ALION SCIENCE AND TECHNOLOGY CORPORATION 1750 Tysons Boulevard Suite 1300 McLean, Virginia 22102
Mezzanine Note Securities Purchase Agreement • February 6th, 2003 • Alion Science & Technology Corp • Services-commercial physical & biological research • Illinois
RETENTION INCENTIVE AGREEMENT
Retention Incentive Agreement • June 4th, 2002 • Beagle Holdings Inc

THIS RETENTION INCENTIVE AGREEMENT is made this 1st day of September 2001 by and between IIT Research Institute, an Illinois not-for-profit corporation (“IITRI”), and C. Randall Crawford, an employee of IITRI (hereinafter “Employee”).

Alion Subordinated Deferred Compensation Agreement
Deferred Compensation Agreement • October 7th, 2002 • Alion Science & Technology Corp • Services-commercial physical & biological research • Virginia

This deferred compensation agreement (“the Agreement”), effective , 2002 by and between Alion Science and Technology Corporation, a Delaware corporation (“Alion”) and Barry Watson (“Participant”) is intended to establish a plan of nonqualified deferred compensation in order to provide Participant with a degree of retirement income security and to encourage Participant to provide continued services to Alion.

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FOURTH AMENDED AND RESTATED ASSET PURCHASE AGREEMENT between IIT RESEARCH INSTITUTE and ALION SCIENCE AND TECHNOLOGY CORPORATION
Asset Purchase Agreement • November 21st, 2002 • Alion Science & Technology Corp • Services-commercial physical & biological research

This Fourth Amended and Restated Asset Purchase Agreement (“Agreement”) is made on November 18, 2002, with effect as of June 4, 2002 (the “Effective Date”), by and between Alion Science and Technology Corporation (formerly known as Beagle Holdings, Inc.), a Delaware corporation (“Purchaser”) and IIT Research Institute, a not-for-profit Illinois corporation (“Seller”) controlled by the Illinois Institute of Technology, a not-for-profit Illinois corporation (“IIT”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 22nd, 2014 • Alion Science & Technology Corp • Services-engineering services • Virginia

This Employment Agreement (this “Agreement”), dated as of August 18, 2014 is entered into, by and between Alion Science and Technology Corporation, a Delaware corporation (the “Company”) and Stacy Mendler (the “Executive”), to be effective as of the Effective Date (as defined below).

INTERCREDITOR AGREEMENT dated as of August 18, 2014 among ALION SCIENCE AND TECHNOLOGY CORPORATION, as Borrower, the other Grantors from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent under the Revolving...
Intercreditor Agreement • August 22nd, 2014 • Alion Science & Technology Corp • Services-engineering services • New York

INTERCREDITOR AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with Section 7.1 hereof, this “Agreement”) dated as of August 18, 2014 among ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “Borrower”), the other Grantors from time to time party hereto, Wells Fargo Bank, National Association, as Revolving Agent (as defined below), Goldman Sachs Lending Partners LLC, as First Lien Administrative Agent (as defined below), Wilmington Trust, National Association, as Second Lien Administrative Agent (as defined below), Wilmington Trust, National Association, as Trustee (as defined below), and Wilmington Trust, National Association, as Collateral Agent (in such capacity and together with its successors and permitted assigns in such capacity, the “Collateral Agent”).

Employment Agreement
Employment Agreement • November 21st, 2002 • Alion Science & Technology Corp • Services-commercial physical & biological research • Virginia

This Employment Agreement (“Agreement’) is entered into this ______day of ______, 2002 (the “Effective Date”) by and between Alion Science and Technology Corporation, a Delaware corporation (“Alion”), and Bahman Atefi of McLean, Virginia (“Atefi”).

AGREEMENT REGARDING EMPLOYMENT
Employment Agreement • February 6th, 2003 • Alion Science & Technology Corp • Services-commercial physical & biological research • Illinois

THIS AGREEMENT REGARDING EMPLOYMENT (the “Agreement”) is made as of the ______day of December, 2002, by and between IIT Research Institute, an Illinois not-for-profit corporation (“Assignor”), Alion Science and Technology Corporation, a Delaware corporation (“Assignee”) and Stephen J. Trichka, an individual (“Trichka”).

AGREEMENT REGARDING EMPLOYMENT
Employment Agreement • February 6th, 2003 • Alion Science & Technology Corp • Services-commercial physical & biological research • Illinois

THIS AGREEMENT REGARDING EMPLOYMENT (the “Agreement”) is made as of the ______day of December, 2002, by and between IIT Research Institute, an Illinois not-for-profit corporation (“Assignor”), Alion Science and Technology Corporation, a Delaware corporation (“Assignee”) and Gary Amstutz, an individual (“Amstutz”).

CREDIT AGREEMENT dated as of August 2, 2004, among ALION SCIENCE AND TECHNOLOGY CORPORATION, THE LENDERS PARTY HERETO, and CREDIT SUISSE FIRST BOSTON, as Administrative Agent and Collateral Agent
Credit Agreement • December 28th, 2004 • Alion Science & Technology Corp • Services-commercial physical & biological research • New York

CREDIT AGREEMENT dated as of August 2, 2004, among ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS (as defined in Article I) and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

AMENDED AND RESTATED REFINANCING SUPPORT AGREEMENT by and among ALION SCIENCE AND TECHNOLOGY CORPORATION ASOF II INVESTMENTS, LLC AND PHOENIX INVESTMENT ADVISER LLC
Refinancing Support Agreement • May 2nd, 2014 • Alion Science & Technology Corp • Services-engineering services • New York

This Amended and Restated Refinancing Support Agreement (this “Agreement”), dated as of May 2, 2014, entered into by and among (a) Alion Science and Technology Corporation, a Delaware corporation (the “Company”), (b) ASOF II Investments, LLC, a Delaware limited liability company (“ASOF”) and (c) Phoenix Investment Adviser, LLC, a Delaware limited liability company, on behalf of certain private funds and accounts managed by it (“Phoenix”, and together with ASOF, the “Supporting Noteholders”), amends and restates in its entirety the Refinancing Support Agreement, dated as of December 24, 2013, as amended, among the Company and the Supporting Noteholders (the “Existing Agreement”). The Company and the Supporting Noteholders are referred to herein collectively as the “Parties” and each individually as a “Party.” Unless otherwise defined herein, capitalized terms have the meanings given to them in ARTICLE IX.

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