INTERCREDITOR AGREEMENT dated as of [ ], 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 Credit...Intercreditor Agreement • May 6th, 2014 • Washington Consulting, Inc. • 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 [ ], 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), [Wells Fargo Bank, National Association], as First Lien Administrative Agent (as defined below), [insert name of Second Lien Administrative Agent], 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 in such capacity, the “Collateral Agent”).
WARRANT AGREEMENT Dated as of between ALION SCIENCE AND TECHNOLOGY CORPORATION and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Warrant AgentWarrant Agreement • May 9th, 2014 • Washington Consulting, Inc. • Services-engineering services • Delaware
WARRANT AGREEMENT dated as of [·] (this “Agreement”), between ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and Wilmington Trust, National Association as Warrant Agent (together with its successors and assigns, in such capacity, the “Warrant Agent”).
ALION SCIENCE AND TECHNOLOGY CORPORATION STOCKHOLDERS’ AGREEMENT Dated as of [·], 2014Stockholders’ Agreement • May 9th, 2014 • Washington Consulting, Inc. • Services-engineering services • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of the [·] day of [·], 2014, by and among ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), the ESOP Trustee (as defined in Section 1.1), and each Person (as defined in Section 1.1) that hereafter becomes a Holder (as defined in Section 1.1) and desires to be or is required by this Agreement or another agreement to become a party hereto.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 26th, 2014 • Washington Consulting, Inc. • Services-engineering services • New York
This Second Supplemental Indenture (this “Second Supplemental Indenture”) is dated as of [ ] [·], 2014, and made by and among Alion Science and Technology Corporation, a Delaware corporation (the “Issuer”), the subsidiaries of the Issuer party to the Indenture (as defined below) (the “Subsidiary Guarantors”) and Wilmington Trust Company, as Trustee.
DEALER MANAGER AGREEMENTDealer Manager Agreement • May 9th, 2014 • Washington Consulting, Inc. • Services-engineering services • New York
Alion Science and Technology Corporation, a Delaware corporation (the “Company”), plans to commence an offer to exchange any and all of its outstanding 10.25% unsecured senior notes due 2015 (the “Old Securities”) issued pursuant to an indenture dated February 8, 2007 (such indenture, as amended and supplemented as of the date hereof, the “Old Indenture”) for (i) a combination of (a) new Third-Lien Senior Secured Notes due 2019 (the “New Notes”) and (b) warrants to purchase the Company’s common stock (the “Warrants,” and together with the New Notes and the Guarantors’ (as defined below) guarantees of the New Notes (the “Guarantees”), the “New Securities”) or (ii) cash in an amount not to exceed $20,000,400 (excluding accrued and unpaid interest and the Early Tender Payment), and engage in a related solicitation of consents from holders of Old Securities to certain amendments to the Old Indenture (such exchange offer, tender offer and consent solicitation being collectively referred to
ContractCredit Agreement • March 26th, 2014 • Washington Consulting, Inc. • Services-engineering services • New York
AMENDMENT NO. 2 TO AMENDMENT NO. 5 AND WAIVER dated effective as of February 21, 2014 (this “Amendment”) to that certain Amendment No. 5 and Waiver dated as of December 12, 2013, as amended by that certain Amendment No. 1 to Amendment No. 5 and Waiver, dated December 21, 2013 (“Amendment No. 5”), to that certain CREDIT AGREEMENT dated as of March 22, 2010, as amended pursuant to that certain Amendment No. 1 dated as of June 11, 2010, that certain Incremental Assumption Agreement and Amendment No. 2 dated as of March 11, 2011, that certain Amendment No. 3 dated as of August 2, 2011, that certain Waiver and Amendment No. 4 (the “Original Waiver”) dated as of December 3, 2012 and that certain Amendment No. 5 and Waiver dated as of December 12, 2013 (as so amended, the “Credit Agreement”), among ALION SCIENCE AND TECHNOLOGY CORPORATION (the “Borrower”), the Subsidiary Guarantors listed on the signature pages hereto, the lenders from time to time party to the Credit Agreement (the “Lenders”
