EX-10.42



 Exhibit 10.42 

AMENDMENT NO. 2 (this “Amendment”), dated effective as of August 18, 2014 (the “Amendment Date”) to that
certain Stock Purchase Agreement (the “SPA”), dated as of December 20, 2002, between ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (“Allan”) and STATE STREET BANK & TRUST COMPANY, a state
chartered trust company organized under the laws of the Commonwealth of Massachusetts, not in its individual or corporate capacity, but solely as trustee (the “Trustee”) of the employee stock ownership plan component of the 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 PLAN
(the “Plan”), as amended. The Purchaser and the Plan are hereinafter collectively referred to as the “ESOP.” 

A. Subject to the terms and conditions of the SPA, Alion sold to the Purchaser and the Purchaser purchased from Alion all of the outstanding
common stock of Alion. 
 B. The parties hereto entered into Amendment No. 1 to the SPA, dated as of March 19, 2010 for the purpose of
removing the S-corporation requirements. 
 C. The parties hereto have considered and reviewed the
obligations of Alion set forth in that certain refinancing support agreement dated as of December 24, 2013 by and among the Corporation, ASOF II Investments, LLC and Phoenix Investment Advisor, LLC (together with its exhibits thereto and as amended,
the “RSA”), which RSA contemplates a refinancing of the Corporation’s existing indebtedness through, among other transactions, an exchange of the Corporation’s existing 10.25% senior unsecured notes due 2015 for new third lien
notes and warrants and alters the rights of Alion’s equity securities such that (i) the holders of a majority of the Series A Preferred Stock shall have at all times the right to appoint a majority of the members of the board of directors of
Alion and (ii) the certificate of designations for the Series A Preferred Stock and Alion’s charter and by-laws shall provide that with respect to any and all matters on which there is a shareholder vote, there shall be a class vote of the
Series A Preferred Stock, and the affirmative vote of the majority of the shares of Series A Preferred Stock outstanding shall be both necessary and sufficient to approve all such matters for all or any classes or series of shareholders. 

D. Due to the obligations of Alion under the RSA, the parties hereto wish to amend the SPA in accordance with the terms of this Amendment.

 Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby mutually acknowledged, the parties hereto agree as follows: 
 SECTION 1. Defined Terms. Capitalized
terms used and not defined herein shall have the meanings assigned to such terms in the SPA. 
 SECTION 2. Amendments. As of the
Amendment Date, Sections 5.8 and 9.2 of the SPA shall be amended as follows: 
 (a) Section 5.8 of the SPA is amended by
striking the last sentence of the Section. 
 (b) Section 5.8 of the SPA is amended by adding the following sentence
immediately after the last sentence of the Section: 
 “Notwithstanding the foregoing, the transactions contemplated by that certain
Amended and Restated Refinancing Support Agreement, by and among Alion, ASOF II Investments, LLC, and Phoenix Investment Adviser LLC, dated as of December 24, 2013, as amended, do not require the Company to take any action contemplated by, nor will
require the Company to take any action in the future to comply with, the foregoing provisions in this Section 5.8.” 







 (c) Section 9.2 of the SPA is amended by striking the addresses for Notice to the
Company and to the Trustee or the Purchaser and replacing such deleted addresses with the following: 
 “If to the
Company to: 
 Alion Science and Technology 

Corporation 1750 Tysons Boulevard, 

Suite 1300 
 McLean, VA 22102

 Attention: Kevin Boyle, Esq., General 

Counsel Facsimile: (703) 734-6901 

Email: kboylegalionscience.com 

with a copy (which shall not constitute notice) to: 

Holland & Knight LLP 
 1600
Tysons Boulevard 
 McLean, VA 22102 

Facsimile: (703) 720-8610 

Attn: David S. Cole, Esq. 

If to the Trustee or the Purchaser to: 

State Street Bank and Trust Company, as Trustee of the ESOP 

One Lincoln Street 
 State
Street Financial Center 
 Boston, Massachusetts 02111 

Attention: Monet Ewing 

Facsimile: (617) 946-9434 

Email: monet.ewing@ssga.com 

with a copy (which shall not constitute notice) to: 

K&L Gates LLP 
 K&L
Gates Center 
 210 Sixth Avenue 

Pittsburgh, PA 15222-2613 

Facsimile: (412) 355-6501 

Attn: Charles R. Smith, Esq.” 

SECTION 3. No Other Changes. Except as expressly set forth in Section 1 above, no change or modification is hereby made
to the SPA. The SPA, as amended by this Amendment, continues to be, and shall remain, in full force and effect in accordance with its terms. 

SECTION 4. General Terms Incorporated by Reference. Section 9 (General) of the SPA is hereby incorporated by reference
into this Amendment; provided that references in such Sections to the “Agreement” shall be construed as references to this “Amendment.” 

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 2 








 IN WITNESS WHEREOF, the Parties have executed this Amendment or have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. 
  

			
	ALION SCIENCE AND TECHNOLOGY CORPORATION )
		
	By:		/s/ Bahman Atefi
	Name:		Bahman Atefi
	Title:		Chief Executive Officer
	
	ALION SCIENCE AND TECHNOLOGY CORPORATION EMPLOYEE STOCK OWNERSHIP TRUST
		
	By:		STATE STREET BANK & TRUST COMPANY, not in its individual or corporate capacity, but solely as Trustee of the Alion Science and Technology Corporation Employee Stock Ownership Trust
		
	By:		 /s/ Monet Ewing

	Name:		Monet Ewing
	Title:		Vice President


 [Signature Page to Amendment No. 2 to the ESOP SPA.]