of the date above
first written.
[NAME OF SUBSIDIARY]
By:
Name:
Title:
Address for Notices:
Attention:
Telecopier
with a copy to:
Attention:
Telecopier
ACKNOWLEDGED AND ACCEPTED,
as of the date above first written:
Wilmington Trust, National Association,
as Administrative Agent
By:
Name:
Title:
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Collateral Agent
By:
Name:
Title:
EXHIBIT G-3
EXHIBIT H TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT
PLEDGE & SECURITY AGREEMENT
[Provided under separate cover]
EXHIBIT H-1
EXHIBIT I TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT
[RESERVED]
EXHIBIT I-1
EXHIBIT J TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT
LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS AGREEMENT
[Provided under separate cover]
EXHIBIT J-1
EXHIBIT K TO
SECOND LIEN CREDIT AND GUARANTY AGREEMENT
INTERCOMPANY NOTE
Note Number:
Dated:
, 20
FOR VALUE RECEIVED, ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware
corporation ("Borrower"), and certain Subsidiaries of Borrower (collectively,
the "Group Members" and each, a "Group Member") which are a party to this
subordinated intercompany note (this "Promissory Note") each promise to pay to
such other Group Member as it makes loans to such Group Member (each Group
Member which borrows money pursuant to this Promissory Note is referred to
herein as a "Payor" and each Group Member which makes loans and advances
pursuant to this Promissory Note is referred to herein as a "Payee"), on demand
(or at such other time and on such terms as Payor and Payee have previously
agreed), in lawful money as may be agreed upon from time to time by the relevant
Payor and Payee, in immediately available funds and at the appropriate office of
the Payee, the aggregate unpaid principal amount of all loans and advances
heretofore and hereafter made by such Payee to such Payor and any other
Indebtedness (such term as used herein, as defined in the Second Lien Credit
Agreement) now or hereafter owing by such Payor to such Payee as shown either on
Schedule A attached hereto (and any continuation thereof) or in the books and
records of such Payee.
The failure to show any such Indebtedness or any error
in showing such Indebtedness shall not affect the obligations of any Payor
hereunder.
Capitalized terms used herein but not otherwise defined herein shall
have the meanings given such terms in the Intercreditor Agreement, dated as of
August 18, 2014 (as it may be amended, supplemented or otherwise modified, the
"Intercreditor Agreement"), by and among Borrower, certain Subsidiaries of
Borrower, Wells Fargo Bank, National Association as Revolving Agent, Goldman
Sachs Lending Partners LLC, as First Lien Administrative Agent, Wilmington
Trust, National Association as Second Lien Administrative Agent, Wilmington
Trust, National Association, as Trustee under the Indenture, and Wilmington
Trust, National Association, as Collateral Agent.
The unpaid principal amount hereof from time to time outstanding shall bear
interest at a rate equal to the rate as may be agreed upon in writing from time
to time by the relevant Payor and Payee.
Interest shall be due and payable at
such times as may be agreed