exv10w46



 






Exhibit 10.46




SECOND AMENDMENT TO THE SELLER WARRANT AGREEMENT




     THIS SECOND AMENDMENT TO THE SELLER 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 Seller
Warrant Agreement dated as of the 20th day of December 2002 (the “Seller Warrant
Agreement”), pursuant to which the Company issued to IITRI warrants to purchase One Million Eighty
Thousand Four Hundred Thirty-Six and Eight-Tenths (1,080,436.8) shares of the Company’s $0.01 par
value per share common stock (“Common Stock”);



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



     WHEREAS, the Trust is a party to the Seller Warrant Agreement only for the purposes of
Sections 6, 7, 15 and 17 through 25 of the Seller Warrant Agreement, and pursuant to
Section 18 of the Seller 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 Seller Warrant
Agreement effective as of December 16, 2004 (the “First Amendment”), pursuant to which the parties
agreed to certain amendments to the Seller Warrant Agreement (as amended by the First Amendment,
the “Amended Seller Warrant Agreement”);



     WHEREAS, the Company and IIT desire to amend Sections 3(l)(v) and 16(e) of the Amended Seller
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 Seller Warrant Agreement.




     (a) Section 3(l)(v) of the Amended Seller 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 Seller 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 Seller Warrant Agreement Not Affected. Except as set
forth in Section 1 hereof, the terms and provisions of the Amended Seller Warrant Agreement remain
in full force and effect without change, amendment, waiver or modification.



     4. Ratification. As modified hereby, the Amended Seller 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
Seller Warrant Agreement shall be deemed to be references to the Amended Seller 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 Seller Warrant Agreement, the terms of this Amendment shall govern.



[Signatures follow on next page]




 









 








     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