ALION SCIENCE AND TECHNOLOGY CORPORATION 101/4% Senior Notes due 2015 REGISTRATION RIGHTS AGREEMENT
Exhibit 10.84
EXECUTION COPY
$250,000,000
ALION SCIENCE AND TECHNOLOGY CORPORATION
101/4% Senior Notes due 2015
February 8, 2007
Credit Suisse Securities (USA) LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
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”), $250,000,000 aggregate
principal amount of its 101/4% Senior Notes due 2015 (the “Initial Securities”), to be
unconditionally guaranteed by the Guarantors (as such term is defined in the Purchase Agreement
and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to
an Indenture, dated February 8, 2007 (the “Indenture”), among the Issuer, the Guarantors and
Wilmington Trust Company (the “Trustee”). As an inducement to the Purchaser, the Company agrees
with the Purchaser, for the benefit of the holders of the Initial Securities (including, without
limitation, the Purchaser), the Exchange Securities (as defined below) and the Private Exchange
Securities (as defined below) (collectively the “Holders”), as follows:
1. Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later
than 90 days after (or if the 90th day is not a business day, the first business day thereafter)
the date of original issue of the Initial Securities (the “Issue Date”), file with the Securities
and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer
Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the
“Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the
Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited
by any U.S. federal law or policy of the Commission from participating in the Registered Exchange
Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like
aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued
under the Indenture and identical in all material respects to the Initial Securities (except for
the transfer restrictions relating to the Initial Securities and the provisions relating to the
matters described in Section 6 hereof) that would be registered under the Securities Act. The
Company shall use its reasonable best efforts to cause such Exchange Offer Registration Statement
to become effective under the Securities Act within 240 days (or if the 240th day is not a business
day, the first business day thereafter) after the Issue Date of the Initial Securities and shall
keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if
required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the
Holders (such period being called the “Exchange Offer Registration Period”).
If the Company effects the Registered Exchange Offer, the Company will be entitled to close
the Registered Exchange Offer 30 days after the commencement thereof provided that the Company has
accepted all the Initial Securities theretofore validly tendered in accordance with the terms of
the Registered Exchange Offer.
Following the declaration of the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in
Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming
that such Holder is not an affiliate of the Company within the meaning of the Securities Act,
acquires the Exchange Securities in the ordinary course of such Holder’s business and has no
arrangements with any person to participate in the distribution of the Exchange Securities and is
not prohibited by any U.S. federal law or policy of the Commission from participating in the
Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without
any limitations or restrictions under the Securities Act and without material restrictions under
the securities laws of the several states of the United States.
The Company acknowledges that, pursuant to current interpretations by the Commission’s staff
of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each
Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange Securities (an
“Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in
(a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and
the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution”
section of such prospectus in connection with a sale of any such Exchange Securities received by
such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Purchaser, should it
elect to sell Exchange Securities acquired in exchange for Securities constituting any portion of
an unsold allotment, will be required to deliver a prospectus containing the information required
by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with
such sale.
The Company shall use its reasonable best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the prospectus contained therein, in order to
permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that (i) in the case
where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging
Dealer or the Purchaser, such period shall be the lesser of 180 days and the date on which the
Purchaser and all Exchanging Dealers have sold all Exchange Securities held by them (unless such
period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus
and any amendment or supplement thereto, available to any broker-dealer for use in connection with
any resale of any Exchange Securities for a period of not less than 90 days after the consummation
of the Registered Exchange Offer.
If, upon consummation of the Registered Exchange Offer, the Purchaser holds Initial Securities
acquired by it as part of its initial distribution, the Company, simultaneously with the delivery
of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
the Purchaser upon its written request, in exchange (the “Private Exchange”) for the Initial
Securities held by the Purchaser, a like principal amount of debt securities of the Company issued
under the Indenture and identical in all material respects (including the existence of restrictions
on transfer under the Securities Act and the securities laws of the several states of the United
States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange
Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities
are herein collectively called the “Securities”.
In connection with the Registered Exchange Offer, the Company shall:
(a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and related
documents;
(b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if
required by applicable law) after the date notice thereof is mailed to the Holders;
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(c) utilize the services of a depositary for the Registered Exchange Offer with an
address in the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee;
(d) permit Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last business day on which the Registered Exchange Offer
shall remain open; and
(e) otherwise comply with all applicable laws.
As soon as practicable after the close of the Registered Exchange Offer or the Private
Exchange, as the case may be, the Company shall:
(x) accept for exchange all the Securities validly tendered and not withdrawn
pursuant to the Registered Exchange Offer and the Private Exchange;
(y) deliver to the Trustee for cancellation all the Initial Securities so accepted
for exchange; and
(z) cause the Trustee to authenticate and deliver promptly to each Holder of the
Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be,
equal in principal amount to the Initial Securities of such Holder so accepted for
exchange.
The Indenture will provide that the Exchange Securities will not be subject to the transfer
restrictions set forth in the Indenture and that all the Securities will vote and consent together
on all matters as one class and that none of the Securities will have the right to vote or consent
as a class separate from one another on any matter.
Interest on each Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment
date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if
no interest has been paid on the Initial Securities, from the date of original issue of the Initial
Securities.
Each Holder participating in the Registered Exchange Offer shall be required to represent to
the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange
Securities received by such Holder will be acquired in the ordinary course of business, (ii) such
Holder will have no arrangements or understanding with any person to participate in the distribution of
the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such
Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it
is an affiliate, such Holder will comply with the registration and prospectus delivery requirements
of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it
is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities
and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own
account in exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange
Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and
any supplement to such prospectus, does
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not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations
thereof by the staff of the Commission, the Company is not permitted to effect a Registered
Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not
consummated within 240 days of the Issue Date, (iii) the Purchaser promptly notifies the Company
after becoming aware following consummation of the Registered Exchange Offer that the Initial
Securities (or the Private Exchange Securities) held by it are not eligible to be exchanged for
Exchange Securities in the Registered Exchange Offer; or (iv) any Holder (other than an Exchanging
Dealer) promptly notifies the Company after becoming aware that they are prohibited by law or SEC
policy from participating in the Registered Exchange Offer or, in the case of any Holder (other
than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not
receive freely tradeable Exchange Securities on the date of the exchange, the Company shall take
the following actions:
(a) The Company shall, at its cost, as promptly as practicable (but in no event more
than 60 days (or 300 days in the case of the event described in the immediately preceding
clause (i)) after so required or requested pursuant to this Section 2) file with the
Commission and thereafter shall use its reasonable best efforts to cause to be declared
effective (unless it becomes effective automatically upon filing) a registration statement
(the “Shelf Registration Statement” and, together with the Exchange Offer Registration
Statement, a “Registration Statement”) on an appropriate form under the Securities Act
relating to the offer and sale of the Transfer Restricted Securities (as defined in Section
6 hereof) by the Holders thereof from time to time in accordance with the methods of
distribution set forth in the Shelf Registration Statement and Rule 415 under the
Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder
(other than the Purchaser) shall be entitled to have the Securities held by it covered by
such Shelf Registration Statement unless such Holder agrees in writing to be bound by all
the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the prospectus included therein to be
lawfully delivered by the Holders of the relevant Securities, for a period of two years (or
for such longer period if extended pursuant to Section 3(j) below, but, if the triggering
event for an extension arises under Section 3(b)(iv), then such period shall be extended
only for such Holders as are subject to the jurisdiction issuing the notice described in
Section 3(b)(iv)) from the Issue Date or such shorter period that will terminate when all
the Securities covered by the Shelf Registration Statement (i) have been sold pursuant
thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the
Securities Act, or any successor rule thereof). The Company shall be deemed not to have
used its reasonable best efforts to keep the Shelf Registration Statement effective during
the requisite period if it voluntarily takes any action that would result in Holders of
Securities covered thereby not being able to offer and sell such Securities during that
period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the
Company shall cause the Shelf Registration Statement and the related prospectus and any
amendment or supplement thereto, as of the effective date of the Shelf Registration
Statement, amendment or supplement, (i) to comply in all material respects with the
applicable requirements of the Securities Act and the rules and regulations of the
Commission and (ii) not to contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading.
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3. Registration Procedures. In connection with any Shelf Registration contemplated by
Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by
Section 1 hereof, the following provisions shall apply:
(a) The Company shall (i) furnish to the Purchaser, prior to the filing thereof with
the Commission, a copy of the Registration Statement and each amendment thereof and each
supplement, if any, to the prospectus included therein and, in the event that the Purchaser
(with respect to any portion of an unsold allotment from the original offering) is
participating in the Registered Exchange Offer or the Shelf Registration Statement, the
Company shall use its reasonable best efforts to reflect in each such document, when so
filed with the Commission, such comments as the Purchaser reasonably may propose; (ii)
include the information set forth in Annex A hereto on the cover, in Annex B hereto in the
“Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in
Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of
the Exchange Offer Registration Statement and include the information set forth in Annex D
hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer;
(iii) if requested by the Purchaser, include the information required by Items 507 or 508
of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part
of the Exchange Offer Registration Statement; (iv) include within the prospectus contained
in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,”
reasonably acceptable to the Purchaser, which shall contain a summary statement of the
positions taken or policies made by the staff of the Commission with respect to the
potential “underwriter” status of any broker-dealer that is the beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange
Offer (a “Participating Broker-Dealer”), whether such positions or policies have been
publicly disseminated by the staff of the Commission or such positions or policies, in the
reasonable judgment of the Purchaser based upon advice of counsel (which may be in-house
counsel), represent the prevailing views of the staff of the Commission; and (v) in the
case of a Shelf Registration Statement, include in the prospectus included in the Shelf
Registration Statement (or, if permitted by Commission Rule 430B(b), in a prospectus
supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is
delivered to any Holder pursuant to Section 3(d) and (f), the names of the Holders, who
propose to sell Securities pursuant to the Shelf Registration Statement, as selling
securityholders.
(b) The Company shall give written notice to the Purchaser, the Holders of the
Securities and any Participating Broker-Dealer from whom the Company has received prior
written notice that it will be a Participating Broker-Dealer in the Registered Exchange
Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes have been
made):
(i) when the Registration Statement or any amendment thereto has been filed
with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective;
(ii) of any request by the Commission for amendments or supplements to the
Registration Statement or the prospectus included therein or for additional
information;
(iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose, of the issuance by the Commission of a notification of objection
to the use of the form on which the Registration Statement has been filed, and of
the happening of any event that causes the Company to become an “ineligible
issuer,” as defined in Commission Rule 405.
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(iv) of the receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and
(v) of the happening of any event that requires the Company to make changes
in the Registration Statement or the prospectus in order that the Registration
Statement or the prospectus do not contain an untrue statement of a material fact
nor omit to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading.
(c) The Company shall make every reasonable effort to obtain the withdrawal at the
earliest possible time, of any order suspending the effectiveness of the Registration
Statement.
(d) The Company shall furnish to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment or supplement thereto, including
financial statements and schedules, and, if the Holder so requests in writing, all exhibits
thereto (including those, if any, incorporated by reference). The Company shall not,
without the prior consent of the Purchaser, make any offer relating to the Securities that would constitute a “free
writing prospectus,” as defined in Commission Rule 405.
(e) The Company shall deliver to the Purchaser, each Exchanging Dealer and to any
other Holder who so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if the Purchaser or any such Holder requests, all exhibits
thereto (including those incorporated by reference).
(f) The Company shall, during the Shelf Registration Period, deliver to each Holder
of Securities included within the coverage of the Shelf Registration, without charge, as
many copies of the prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person may
reasonably request. The Company consents, subject to the provisions of this Agreement, to
the use of the prospectus or any amendment or supplement thereto by each of the selling
Holders of the Securities in connection with the offering and sale of the Securities
covered by the prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.
(g) The Company shall deliver to the Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to deliver a prospectus
following the Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement and any amendment or
supplement thereto as such persons may reasonably request. The Company consents, subject
to the provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by the Purchaser, if necessary, any Participating Broker-Dealer and such
other persons required to deliver a prospectus following the Registered Exchange Offer in
connection with the offering and sale of the Exchange Securities covered by the prospectus,
or any amendment or supplement thereto, included in such Exchange Offer Registration
Statement.
(h) Prior to any public offering of the Securities, pursuant to any Registration
Statement, the Company shall register or qualify or cooperate with the Holders of the
Securities included therein and their respective counsel in connection with the
registration or qualification of the Securities for offer and sale under the securities or
“blue sky” laws of such states of the United States as any Holder of the Securities
reasonably requests in writing and do any and all other acts or things necessary or
advisable to enable the offer and sale in such jurisdictions of the Securities
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covered by
such Registration Statement; provided, however, that the Company shall not be required to
(i) qualify generally to do business in any jurisdiction where it is not then so qualified
or (ii) take any action which would subject it to general service of process or to taxation
in any jurisdiction where it is not then so subject.
(i) The Company shall cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the Securities to be sold
pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a reasonable period
of time prior to sales of the Securities pursuant to such Registration Statement.
(j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Company is required to maintain an
effective Registration Statement, the Company shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other
required document so that, as thereafter delivered to Holders of the Securities or
purchasers of Securities, the prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not
misleading. If the Company notifies the Purchaser, the Holders of the Securities and any
known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section
3(b) above to suspend the use of the prospectus until the requisite changes to the
prospectus have been made, then the Purchaser, the Holders of the Securities and any such
Participating Broker-Dealers shall suspend use of such prospectus, and the period of
effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and
the Exchange Offer Registration Statement provided for in Section 1 above shall each be
extended by the number of days from and including the date of the giving of such notice to
and including the date when the Purchaser, the Holders of the Securities and any known
Participating Broker-Dealer shall have received such amended or supplemented prospectus
pursuant to this Section 3(j). During the period during which the Company is required to
maintain an effective Shelf Registration Statement pursuant to this Agreement, the Company
will prior to the two-year expiration of that Shelf Registration Statement file, and use
its reasonable best efforts to cause to be declared effective (unless it becomes effective
automatically upon filing) within a period that avoids any interruption in the ability of
Holders of Securities covered by the expiring Shelf Registration Statement to make
registered dispositions, a new registration statement relating to the Securities, which
shall be deemed the “Shelf Registration Statement” for purposes of this Agreement.
(k) Not later than the effective date of the applicable Registration Statement, the
Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or
the Private Exchange Securities, as the case may be, and provide the applicable trustee
with printed certificates for the Initial Securities, the Exchange Securities or the
Private Exchange Securities, as the case may be, in a form eligible for deposit with The
Depository Trust Company.
(l) The Company will comply with all rules and regulations of the Commission to the
extent and so long as they are applicable to the Registered Exchange Offer or the Shelf
Registration and will make generally available to its security holders (or otherwise
provide in accordance with Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days
after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning
with the first month of the Company’s first fiscal quarter commencing after the effective
date of the Registration Statement, which statement shall cover such 12-month period.
(m) The Company shall cause the Indenture to be qualified under the Trust Indenture
Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall
be
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necessary for such qualification. In the event that such qualification would require
the appointment of a new trustee under the Indenture, the Company shall appoint a new
trustee thereunder pursuant to the applicable provisions of the Indenture.
(n) The Company may require each Holder of Securities to be sold pursuant to the
Shelf Registration Statement to furnish to the Company such information regarding the
Holder and the distribution of the Securities as the Company may from time to time
reasonably require for inclusion in the Shelf Registration Statement, and the Company may
exclude from such registration the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.
(o) The Company shall enter into such customary agreements (including, if requested,
an underwriting agreement in customary form) and take all such other action, if any, as any
Holder of the Securities shall reasonably request in order to facilitate the disposition of
the Securities pursuant to any Shelf Registration.
(p) In the case of any Shelf Registration, the Company shall (i) make reasonably
available for inspection during regular business hours of the Company by the Holders of the
Securities, any underwriter participating in any disposition pursuant to the Shelf
Registration Statement and any attorney, accountant or other agent retained by the Holders
of the Securities or any such underwriter all relevant financial and other records,
pertinent corporate documents and properties of the Company and (ii) cause the Company’s
officers, directors, employees, accountants and auditors to supply all relevant information
reasonably requested by the Holders of the Securities or any such underwriter, attorney,
accountant or agent in connection with the Shelf Registration Statement, in each case, as
shall be reasonably necessary to enable such persons, to conduct a reasonable investigation
within the meaning of Section 11 of the Securities Act; provided, however, that the
foregoing inspection and information gathering shall be coordinated on behalf of the
Purchaser by you and on behalf of the other parties, by one counsel designated by and on
behalf of such other parties as described in Section 4 hereof.
(q) In the case of any Shelf Registration, the Company, if requested by any Holder of
Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates
thereof relating to the Securities in customary form addressed to such Holders and the
managing underwriters, if any, thereof and dated, in the case of the initial opinion, the
effective date of such Shelf Registration Statement (it being agreed that the matters to be
covered by such opinion shall include, without limitation, the due incorporation and good
standing of the Company and its subsidiaries; the qualification of the Company and its
subsidiaries to transact business as foreign corporations; the due authorization, execution
and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the
due authorization, execution, authentication and issuance, and the validity and
enforceability, of the applicable Securities; the absence of material legal or governmental
proceedings involving the Company and its subsidiaries; the absence of governmental
approvals required to be obtained in connection with the Shelf Registration Statement, the
offering and sale of the applicable Securities, or any agreement of the type referred to in
Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any
documents incorporated by reference therein and of the Indenture with the requirements of
the Securities Act and the Trust Indenture Act, respectively; and (A) as of the date of the
opinion and as of the effective date of the Shelf Registration Statement or most recent
post-effective amendment thereto, as the case may be, the absence from such Shelf
Registration Statement and the prospectus included therein, as then amended or
supplemented, and from any documents incorporated by reference therein and (B) as of an
applicable time identified by such Holders or managing underwriters, the absence from such
prospectus taken together with any other documents identified by such Holders or managing
underwriters, in the case of (A) and (B), of an untrue statement of a material fact or the
omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading (in the case of any such
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incorporated documents,
in the light of the circumstances existing at the time that such documents were filed with
the Commission under the Exchange Act); (ii) its officers to execute and deliver all
customary documents and certificates and updates thereof requested by any
underwriters of the applicable Securities and (iii) its independent public accountants to
provide to the selling Holders of the applicable Securities and any underwriter therefor a
comfort letter in customary form and covering matters of the type customarily covered in
comfort letters in connection with primary underwritten offerings, subject to receipt of
appropriate documentation as contemplated, and only if permitted, by Statement of Auditing
Standards No. 72.
(r) In the case of the Registered Exchange Offer, if requested by the Purchaser or
any known Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver
to the Purchaser or such Participating Broker-Dealer a signed opinion in the form set forth
in Section 7(c) of the Purchase Agreement with such changes as are customary in connection
with the preparation of a Registration Statement and (ii) its independent public
accountants to deliver to the Purchaser or such Participating Broker-Dealer a comfort
letter, in customary form, meeting the requirements as to the substance thereof as set
forth in Section 7(a) of the Purchase Agreement, with appropriate date changes.
(s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Initial Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be, the Company shall xxxx, or caused to be marked, on the
Initial Securities so exchanged that such Initial Securities are being canceled in exchange
for the Exchange Securities or the Private Exchange Securities, as the case may be; in no
event shall the Initial Securities be marked as paid or otherwise satisfied.
(t) The Company will use its reasonable best efforts to (a) if the Initial Securities
have been rated prior to the initial sale of such Initial Securities, confirm such ratings
will apply to the Securities covered by a Registration Statement, or (b) if the Initial
Securities were not previously rated, cause the Securities covered by a Registration
Statement to be rated with the appropriate rating agencies, if so requested by Holders of a
majority in aggregate principal amount of Securities covered by such Registration
Statement, or by the managing underwriters, if any.
(u) In the event that any broker-dealer registered under the Exchange Act shall
underwrite any Securities or participate as a member of an underwriting syndicate or
selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the
“Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether
as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker
or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in
complying with the requirements of such Rules, including, without limitation, by (i) if
such Rules, including Rule 2720, shall so require, engaging a “qualified independent
underwriter” (as defined in Rule 2720) to participate in the preparation of the
Registration Statement relating to such Securities, to exercise usual standards of due
diligence in respect thereto and, if any portion of the offering contemplated by such
Registration Statement is an underwritten offering or is made through a placement or sales
agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified
independent underwriter to the extent of the indemnification of underwriters provided in
Section 5 hereof and (iii) providing such information to such broker-dealer as may be
required in order for such broker-dealer to comply with the requirements of the Rules.
(v) The Company shall use its reasonable best efforts to take all other steps
necessary to effect the registration of the Securities covered by a Registration Statement
contemplated hereby.
4. Registration Expenses. The Company shall bear all fees and expenses incurred in
connection with the performance of its obligations under Sections 1 through 3 hereof (including the
reasonable fees
9
and expenses, if any, of Cravath, Swaine & Xxxxx LLP, counsel for the Purchaser,
incurred in connection with the Registered Exchange Offer), whether or not the Registered Exchange
Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf
Registration, shall bear or reimburse the Holders of the Securities covered thereby for the
reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in
principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the
Initial Securities in connection therewith.
5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of
the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder
or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act
(each Holder, any Participating Broker-Dealer and such controlling persons are referred to
collectively as the “Indemnified Parties”) from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including, but not limited to,
any losses, claims, damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise
out of or are based upon any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in
any preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433
(“Issuer FWP”), relating to a Shelf Registration, or arise out of, or are based upon, the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in respect thereof;
provided, however, that (i) the Company shall not be liable in any such case to the extent that
such loss, claim, damage or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP
relating to a Shelf Registration in reliance upon and in conformity with written information
pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically
for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus relating to a Shelf Registration
Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit
of any Holder or Participating Broker-Dealer from whom the person asserting any such losses,
claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered (including through satisfaction of the
conditions of Commission Rule 172) by such Holder or Participating Broker-Dealer under the
Securities Act in connection with such purchase and any such loss, claim, damage or liability of
such Holder or Participating Broker-Dealer results from the fact that there was not conveyed to
such person, at or prior to the time of the sale of such Securities to such person, an amended or
supplemented prospectus or, if permitted by Section 3(d), an Issuer FWP correcting such untrue
statement or omission or alleged untrue statement or omission if the Company had previously
furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however,
that this indemnity agreement will be in addition to any liability which the Company may otherwise
have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and
directors and each person who controls such underwriters within the meaning of the Securities Act
or the Exchange Act to the same extent as provided above with respect to the indemnification of the
Holders of the Securities if requested by such Holders.
(b) Each Holder of the Securities, severally and not jointly, will indemnify and hold
harmless the Company and each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or
any actions in respect thereof, to which the Company or any such controlling person may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf
Registration, or arise out of or are based upon the omission or
10
alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in each case only to the
extent that the untrue statement or omission or alleged untrue statement or omission was made in
reliance upon and in conformity with written information pertaining to such Holder and furnished to
the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company
for any legal or other expenses reasonably incurred by the Company or any such controlling person
in connection with investigating or defending any loss, claim, damage, liability or action in
respect thereof. This indemnity agreement will be in addition to any liability which such Holder
may otherwise have to the Company or any of its controlling persons.
(c) Promptly after receipt by an indemnified party under this Section 5 of notice of the
commencement of any action or proceeding (including a governmental investigation), such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying party under this
Section 5, notify the indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve the indemnifying party from any liability that it may have
under subsection (a) or (b) above except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided further
that the failure to notify the indemnifying party shall not relieve it from any liability that it
may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so to assume the
defense thereof the indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense thereof. No
indemnifying party shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such indemnified party
unless such settlement (i) includes an unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such action, and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.
(d) If the indemnification provided for in this Section 5 is unavailable or insufficient to
hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party on the other from the
exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities (or actions in respect
thereof) as well as any other relevant equitable considerations. The relative fault of the parties
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company on the one hand or such Holder or such other indemnified
party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities referred to in the
first sentence of this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any
action or claim which is the subject of this subsection (d). Notwithstanding any other provision
of this Section 5(d), the Holders of the
11
Securities shall not be required to contribute any amount
in excess of the amount by which the net proceeds received by such Holders from the sale of the
Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders
have otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as such indemnified party and each person,
if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall
have the same rights to contribution as the Company.
(e) The agreements contained in this Section 5 shall survive the sale of the Securities
pursuant to a Registration Statement and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.
6. Additional Interest Under Certain Circumstances. Additional interest (the “Additional
Interest”) with respect to the Initial Securities shall be assessed as follows if any of the
following events occur (each such event in clauses (i) through (iii) below a “Registration
Default”):
(i) If the Exchange Offer is not consummated on or before the 240th day
after the Issue Date;
(ii) If obliged to file a Shelf Registration Statement, the Shelf Registration
Statement is not declared effective on or prior to the 360th day after the Issue
Date; or
(iii) If after either the Exchange Offer Registration Statement or the Shelf
Registration Statement is declared (or becomes automatically) effective (A) such
Registration Statement thereafter ceases to be effective; or (B) such Registration
Statement or the related prospectus ceases to be usable (except as permitted in paragraph
(b)) in connection with resales of Transfer Restricted Securities during the periods
specified herein because either (1) any event occurs as a result of which the related
prospectus forming part of such Registration Statement would include any untrue statement
of a material fact or omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made not misleading, (2) it
shall be necessary to amend such Registration Statement or supplement the related
prospectus, to comply with the Securities Act or the Exchange Act or the respective rules
thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has
expired before a replacement Shelf Registration Statement has become effective.
Additional Interest shall accrue on the Initial Securities over and above the interest set forth in
the title of the Securities from and including the date on which any such Registration Default
shall occur to but excluding the date on which all such Registration Defaults have been cured, (i)
so long as the Company is subject to, and complies with, the periodic reporting requirements of the
Exchange Act, subject to Rule 12b-25 of the Exchange Act, at a rate of 0.25% per annum for the
first 90-day period immediately following the occurrence of a Registration Default, and such rate
will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until
all Registration Defaults have been cured, up to a maximum additional interest rate of 1.0% per
annum and (ii) otherwise, at a rate of 0.50% per annum for the first 90-day period immediately
following the occurrence of a Registration Default, and such rate will increase by an additional
0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum additional interest rate of 2.0% per annum. The Company will not be
required to pay any Additional Interest during any Shelf Suspension Period and after the Company
cures such Registration Default.
(b) A Registration Default referred to in Section 6(a)(iii)(B) hereof shall be deemed not to
have occurred and be continuing in relation to a Shelf Registration Statement or the related
prospectus if (i) such
12
Registration Default has occurred solely as a result of (x) the filing of a
post-effective amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the related prospectus or (y)
other material events, with respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is
proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and
related prospectus to describe such events; provided, however, that in any case if such
Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall
be payable in accordance with the above paragraph from the day such Registration Default occurs
until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in
cash on the regular interest payment dates with respect to the Initial Securities. The amount of
Additional Interest will be determined by multiplying the applicable Additional Interest rate by
the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is
the number of days such Additional Interest rate was applicable during such period (determined on
the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is
360.
(d) “Transfer Restricted Securities” means each Security until (i) the date on which such
Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a
broker-dealer in the Registered Exchange Offer of a Initial Security for an Exchange Note, the date
on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior
to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration
Statement, (iii) the date on which such Initial Security has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date
on which such Initial Securities is distributed to the public pursuant to Rule 144 under the
Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.
7. Rules 144 and 144A. The Company shall use reasonable efforts to file the reports required
to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any
time the Company is not required to file such reports, it will, upon the request of any Holder of
Initial Securities, make publicly available other information so long as necessary to permit sales
of their securities pursuant to Rules 144 and 144A unless the Company furnishes said Holder with a
certificate of an officer stating that in the officer’s good faith judgment it would be seriously
detrimental to the Company to disclose such information publicly at such time, in which event the
Company shall have the right to defer disclosing such information for a period of not more than
ninety (90) days after receipt of a request from such Holder to disclose such information; provided
however that the Company shall not utilize this right more than once in any twelve (12) month
period. The Company covenants that it will take such further action as any Holder of Initial
Securities may reasonably request, all to the extent required from time to time to enable such
Holder to sell Initial Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule
144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of
Initial Securities identified to the Company by the Purchaser upon request. Upon the request of
any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as
to whether it has complied with the requirements of this Section 7 unless at the time there
exists a good faith dispute whether the Company or the Holder have complied in all material
respects with the terms and conditions of this Section 7. Notwithstanding the foregoing,
nothing in this Section 7 shall be deemed to require the Company to register any of its securities
pursuant to the Exchange Act.
8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any
Shelf Registration are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be
selected by the
13
Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to
be included in such offering.
No person may participate in any underwritten registration hereunder unless such person (i)
agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve such arrangements
and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such underwriting
arrangements.
9. Miscellaneous.
(a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given,
except by the Company and the written consent of the Holders of a majority in principal amount of
the Securities affected by such amendment, modification, supplement, waiver or consents.
(b) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which
guarantees overnight delivery:
(1) if to a Holder of the Securities, at the most current address given by such Holder to the
Company.
(2) if to the Purchaser;
| Credit Suisse Securities (USA) LLC | ||
| Eleven Xxxxxxx Xxxxxx | ||
| Xxx Xxxx, XX 00000-0000 | ||
| Fax No.: (000) 000-0000 | ||
| Attention: Transactions Advisory Group |
with a copy to:
| Cravath, Swaine & Xxxxx LLP | ||
| 000 Xxxxxx Xxxxxx | ||
| Xxxxxxxxx Xxxxx | ||
| Xxx Xxxx, XX 00000 | ||
| Fax No.: (000) 000-0000 | ||
| Attention: Xxxxxxx X. Xxxxxx, Esq. |
(3) if to the Company, at its address as follows:
| Alion Science and Technology Corporation | ||
| 0000 Xxxxxx Xxxxxxxxx | ||
| XxXxxx, Xxxxxxxx 00000 | ||
| Attention: General Counsel |
with a copy to:
| Xxxxx & XxXxxxxx | ||
| 000 Xxxxxxxxxxx Xxxxxx, XX | ||
| Xxxxxxxxxx, XX 00000-0000 | ||
| Attention: Xxxxx X. Xxxx, Esq. |
14
All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business days after being deposited in the mail,
postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator,
if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.
(c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into,
nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.
(d) Successors and Assigns. This Agreement shall be binding upon the Company and its
successors and assigns.
(e) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.
(f) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.
(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
(h) Severability. If any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
(i) Securities Held by the Company. Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder, Securities held by
the Company or its affiliates (other than subsequent Holders of Securities if such subsequent
Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall
not be counted in determining whether such consent or approval was given by the Holders of such
required percentage.
15
If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the Purchaser, the Issuer and each of the Guarantors in
accordance with its terms.
| Very truly yours, ALION SCIENCE AND TECHNOLOGY CORPORATION |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Title: Executive VP and CFO | ||||
| HUMAN FACTORS APPLICATIONS, INC., |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Title: Treasurer | ||||
| ALION-METI CORPORATION, |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Title: Treasurer | ||||
| ALION-CATI CORPORATION, |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Title: Treasurer | ||||
| ALION-JJMA CORPORATION, |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Title: Treasurer | ||||
| ALION-BMH CORPORATION, |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Title: Treasurer | ||||
| WASHINGTON CONSULTING, INC., |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Title: Treasurer | ||||
| ALION-MA&D CORPORATION, |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Title: Treasurer | ||||
16
The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.
by: Credit Suisse Securities (USA) LLC
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: Xxxxxxx Xxxxx | ||||
| Title: Managing Director | ||||
17
ANNEX A
Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Initial Securities where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make
this Prospectus available to any broker-dealer for use in connection with any such resale. See
“Plan of Distribution.”
ANNEX B
Each broker-dealer that receives Exchange Securities for its own account in exchange for
Securities, where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”
ANNEX C
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed that, for a period of
180 days after the Expiration Date, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In addition, until
, 2007, all dealers effecting transactions in the Exchange Securities may be required
to deliver a prospectus.(1)
The Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to
the Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices prevailing at the time of
resale, at prices related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any such broker-dealer or the purchasers of any such
Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act and any profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.
For a period of 180 days after the Expiration Date the Company will promptly send additional
copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer
that requests such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of
the Securities) other than commissions or concessions of any brokers or dealers and will indemnify
the Holders of the Securities (including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.
| (1) | In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. |
ANNEX D
| o | CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. |
| Name: | ||||||
| Address: | ||||||
If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange
Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not
be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
