WARRANT AGREEMENTWarrant Agreement • September 4th, 2008 • Alion Science & Technology Corp • Services-engineering services • Delaware
THIS WARRANT AGREEMENT (“Agreement” or “Warrant Agreement”) is made as of this 29th day of August, 2008, between Alion Science and Technology Corporation, a Delaware corporation (the “Company”), Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust (the “Trust”) (for the purposes of Sections 6, 7, 15 and 17 through 25 of this Agreement only) and Illinois Institute of Technology, an Illinois not-for-profit corporation (“IIT”).
THIRD AMENDMENT TO THE SELLER NOTE SECURITIES PURCHASE AGREEMENT AND FIRST AMENDMENT TO RIGHTS AGREEMENTSeller Note Securities Purchase Agreement • September 4th, 2008 • Alion Science & Technology Corp • Services-engineering services • Illinois
THIS THIRD AMENDMENT TO THE SELLER NOTE SECURITIES PURCHASE AGREEMENT AND FIRST AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is made effective as of August 29, 2008 (the “Effective Date”) between Alion Science and Technology Corporation, a Delaware corporation (the “Company”), and Illinois Institute of Technology, an Illinois not-for-profit corporation (“IIT”). Individuals Bahman Atefi and Stacy Mendler join this Amendment for purposes of Section 11 of this Amendment only and for no other purpose. Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust (the “Trust”) joins this Amendment for purposes of Section 2 of this Amendment only and for no other purpose.
AMENDED AND RESTATED SELLER WARRANT AGREEMENTSeller Warrant Agreement • September 4th, 2008 • Alion Science & Technology Corp • Services-engineering services • Delaware
THIS AMENDED AND RESTATED SELLER WARRANT AGREEMENT (“Agreement” or “Warrant Agreement”) is made as of this 29th day of August, 2008, between Alion Science and Technology Corporation, a Delaware corporation (the “Company”), Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust (the “Trust”) (for the purposes of Sections 6, 7, 15 and 17 through 25 of this Agreement only) and Illinois Institute of Technology, an Illinois not-for-profit corporation (“IIT”).
ContractJunior Subordinated Note • September 4th, 2008 • Alion Science & Technology Corp • Services-engineering services • Illinois
THIS JUNIOR SUBORDINATED SECOND AMENDED AND RESTATED NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THE SUBORDINATION AGREEMENT (AS SUCH TERM IS DEFINED IN THE SELLER NOTE SECURITIES PURCHASE AGREEMENT) TO THE SENIOR DEBT (INCLUDING INTEREST) OWED BY THE COMPANY TO THE HOLDERS OF SENIOR DEBT ISSUED PURSUANT TO THE SENIOR CREDIT AGREEMENT AND ANY SENIOR REFINANCING AGREEMENT (AS EACH SUCH TERM IS DEFINED IN THE SUBORDINATION AGREEMENT), AND EACH HOLDER OF THIS JUNIOR SUBORDINATED SECOND AMENDED AND RESTATED NOTE BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
