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 AGREEMENTRegistration 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
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.
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 PURCHASE AGREEMENTPurchase Agreement • March 25th, 2010 • Alion Science & Technology Corp • Services-engineering services • New York
WARRANT AGREEMENT Dated as of March 22, 2010 between ALION SCIENCE AND TECHNOLOGY CORPORATION and WILMINGTON TRUST COMPANY, as Warrant Agent Warrants for Common Stock of Alion Science and Technology CorporationWarrant Agreement • March 25th, 2010 • Alion Science & Technology Corp • Services-engineering services • New York
WARRANT AGREEMENT dated as of March 22, 2010 (this “Agreement”), between ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Warrant Agent (together with its successors and assigns, in such capacity, the “Warrant Agent”).
INTERCREDITOR AGREEMENT dated as of March 22, 2010, among ALION SCIENCE AND TECHNOLOGY CORPORATION, the other GRANTORS party hereto, WILMINGTON TRUST COMPANY, as Collateral Agent and Authorized Representative under the Indenture, CREDIT SUISSE AG,...Intercreditor Agreement • March 25th, 2010 • Alion Science & Technology Corp • Services-engineering services • New York
INTERCREDITOR AGREEMENT dated as of March 22, 2010 (as amended or supplemented from time to time, this “Agreement”), among ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), the other GRANTORS (as defined below) party hereto, WILMINGTON TRUST COMPANY, as collateral agent for the Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Collateral Agent”) and as Authorized Representative for the Notes Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Trustee”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Authorized Representative for the Bank Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Administrative Agent”), and each ADDITIONAL AUTHORIZED REPRESENTATIVE from time to time party hereto for the Additional Secured Parties (as defined below) of the Series (as defined below) with respect t
GUARANTEE AGREEMENT dated as of March 22, 2010, among ALION SCIENCE AND TECHNOLOGY CORPORATION, the Subsidiaries of ALION SCIENCE AND TECHNOLOGY CORPORATION from time to time party hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative...Guarantee Agreement • March 25th, 2010 • Alion Science & Technology Corp • Services-engineering services • New York
GUARANTEE AGREEMENT dated as of March 22, 2010, among ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “Borrower”), each Subsidiary of the Borrower from time to time party hereto (each, a “Subsidiary Guarantor”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”) for the Guaranteed Parties (as defined below).
SECURITY AGREEMENT dated as of March 22, 2010, among ALION SCIENCE AND TECHNOLOGY CORPORATION, the Subsidiaries of ALION SCIENCE AND TECHNOLOGY CORPORATION identified herein and WILMINGTON TRUST COMPANY as Collateral Agent for the Secured Parties...Security Agreement • March 25th, 2010 • Alion Science & Technology Corp • Services-engineering services • New York
SECURITY AGREEMENT dated as of March 22, 2010, among ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), the subsidiaries of the Company identified herein and WILMINGTON TRUST COMPANY, as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 25th, 2010 • Alion Science & Technology Corp • Services-engineering services • Delaware
This Amendment, dated as of March 22, 2010 (the “Amendment”), to the Stock Purchase Agreement, dated as of December 20, 2002 (the “Purchase Agreement”), between ALION SCIENCE AND TECHNOLOGY CORPORATION (the “Company”) and ALION SCIENCE AND TECHNOLOGY CORPORATION EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT TRUST (the “Purchaser”), which implements and forms a part of the ALION SCIENCE AND TECHNOLOGY CORPORATION EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT TRUST PLAN (the “ESOP”). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Purchase Agreement.
