exv10w47



 






Exhibit 10.47




SECOND AMENDMENT TO THE MEZZANINE WARRANT AGREEMENT




     THIS SECOND AMENDMENT TO THE MEZZANINE WARRANT AGREEMENT (the “Amendment”) is made effective
as of January 24, 2005, between Alion Science and Technology Corporation, a Delaware corporation
(the “Company”), and Illinois Institute of Technology, an Illinois not-for-profit corporation
(“IIT”).



     WHEREAS, the Company, IIT Research Institute, an Illinois not-for-profit corporation
affiliated with and controlled by IIT (“IITRI”), and Alion Science and Technology Corporation
Employee Ownership, Savings and Investment Trust (the “Trust”) entered into that certain Mezzanine
Warrant Agreement dated as of the 20th day of December 2002 (the “Mezzanine Warrant
Agreement”), pursuant to which the Company issued to IITRI warrants to purchase Five Hundred
Twenty-Four Thousand Two Hundred Twenty-Eight and Nine-Tenths (524,228.9) shares of the Company’s
$0.01 par value per share common stock (“Common Stock”), of which warrants to purchase Five Hundred
Four Thousand Nine Hundred One and Nine-Tenths (504,901.9) shares of Common Stock remain
outstanding as of the date of this Amendment;



     WHEREAS, as of July 1, 2004, IITRI transferred to IIT all its rights and interests in the
Mezzanine Warrant Agreement;



     WHEREAS, the Trust is a party to the Mezzanine Warrant Agreement only for the purposes of
Sections 6, 7, 15 and 17 through 25 of the Mezzanine Warrant Agreement, and pursuant to
Section 18 of the Mezzanine Warrant Agreement, Sections 3(l)(v) and 16(e) may be amended by the
mutual written agreement of the Company and IIT, without the need to obtain the Trust’s consent;



     WHEREAS, the Company and IIT entered into that certain First Amendment to the Mezzanine
Warrant Agreement effective as of December 16, 2004 (the “First Amendment”), pursuant to which the
parties agreed to certain amendments to the Mezzanine Warrant Agreement (as amended by the First
Amendment, the “Amended Mezzanine Warrant Agreement”); and



     WHEREAS, the Company and IIT desire to amend Sections 3(l)(v) and 16(e) of the Amended
Mezzanine Warrant Agreement as set forth herein.



     NOW, THEREFORE, in consideration of the premises set forth above and the respective covenants
and agreements contained in this Amendment, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby mutually acknowledged, and intending to be legally
bound, the parties hereto hereby agree as follows:



     1. Amendments to the Amended Mezzanine Warrant Agreement.




     (a) Section 3(l)(v) of the Amended Mezzanine Warrant Agreement is hereby amended by deleting
the entire text of Section 3(l)(v) and substituting in lieu thereof:



 









 






“interests or rights designated as phantom stock issued or granted by the Company to
employees, consultants, officers or directors of the Company or any of its
Subsidiaries in accordance with a phantom stock plan to be adopted by the Company’s
board of directors after the Effective Date, except for such amount of phantom stock
that, at the time of issuance or grant, would cause the aggregate number of shares
of phantom stock then outstanding (excluding any shares of phantom stock that have
(x) expired, terminated unexercised or become unexercisable, or (y) been forfeited
or otherwise terminated, surrendered or cancelled) to be in excess of 2,000,000
shares of phantom stock.”



     (b) Section 16(e) of the Amended Mezzanine Warrant Agreement is hereby amended by deleting the
entire text of Section 16(e) and substituting in lieu thereof:




“The Company will not issue shares of phantom stock that cause the number of shares
of outstanding phantom stock (excluding any shares of phantom stock that have
expired, terminated unexercised, or become unexercisable, or that have been
forfeited or otherwise terminated, surrendered or cancelled), at the time of
issuance, to be in excess of 2,000,000 shares of phantom stock.”



     2. Confirmation of Waiver and Releases. IIT hereby reaffirms, ratifies and
confirms the provisions of Section 2 of the First Amendment, including without limitation, the
waivers and releases granted to and/or given for the benefit of the Company therein.



     3. Remainder of the Amended Mezzanine Warrant Agreement Not Affected. Except as
set forth in Section 1 hereof, the terms and provisions of the Amended Mezzanine Warrant Agreement
remain in full force and effect without change, amendment, waiver or modification.



     4. Ratification. As modified hereby, the Amended Mezzanine Warrant Agreement and its
terms and provisions are hereby ratified for all purposes and in all respects.



     5. Counterparts. This Amendment may be executed in one or more counterparts, all of
which taken together shall constitute one instrument.



     6. References. From and after the date provided above, all references to the Amended
Mezzanine Warrant Agreement shall be deemed to be references to the Amended Mezzanine Warrant
Agreement as modified hereby.



     7. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.



     8. Conflict. In the event of any conflict between the terms of this Amendment and the
Amended Mezzanine Warrant Agreement, the terms of this Amendment shall govern.



[Signatures follow on next page]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by its
officers thereunto duly authorized as of the date hereof.



	 	 	 	 	 	 	 
	Alion Science and Technology Corporation
	 	Illinois Institute of Technology
	 
	By:

	 	/s/ Bahman_Atefi
	 	By:
	 	/s/ Lewis Collens
	

	 	 
	 	 	 	 
	Name: Bahman Atefi
	 	Name: Lewis Collens
	Title: Chief Executive Officer
	 	Title: President