a
[NAME OF STATE OF INCORPORATION] [corporation] (the "Grantor") pursuant to the
Third Lien Pledge and Security Agreement, dated as of August 18, 2014 (as it may
be from time to time amended, restated, modified or supplemented, the "Security
Agreement"), among Alion Science and Technology Corporation, the other Grantors
named therein and Wilmington Trust, National Association, as the Collateral
Agent.
Capitalized terms used herein not otherwise defined herein shall have
the meanings ascribed thereto in the Security Agreement.
Grantor hereby confirms the grant to the Collateral Agent set forth in the
Security Agreement of, and does hereby grant to the Collateral Agent, a security
interest in all of Grantor's right, title and interest in, to and under all
Collateral to secure the Secured Obligations, in each case whether now or
hereafter existing or in which Grantor now has or hereafter acquires an interest
and wherever the same may be located.
Grantor represents and warrants that the
attached Supplements to Schedules accurately and completely set forth all
additional information required to be provided pursuant to the Security
Agreement and hereby agrees that such Supplements to Schedules shall constitute
part of the Schedules to the Security Agreement.
THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
(INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW
ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE
APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN
ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND
THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).
IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly
executed and delivered by its duly authorized officer as of [mm/dd/yy].
[NAME OF GRANTOR]
By:
Name:
Title:
EXHIBIT A-1
SUPPLEMENT TO SCHEDULE 5.1
TO THIRD LIEN PLEDGE AND SECURITY AGREEMENT
Additional Information:
GENERAL INFORMATION
(A)
Full Legal Name, Type of Organization,
Jurisdiction of Organization, Chief Executive Office/Sole Place of Business and
Organizational Identification Number of Grantor:
Full Legal
Name
Type of
Organization
Jurisdiction of
Organization
Chief Executive
Office/Sole Place of
Business (or
Residence if Grantor
is a Natural Person)
Organization I.D.#
(B)
Other Names (including any Trade Name or
Fictitious Business Name) under which Grantor currently conducts business:
Full Legal Name
Trade Name or Fictitious Business Name
(C)
Changes in Name, Jurisdiction of Organization,
Chief Executive Office or Sole Place of Business and Corporate Structure within
past five years:
Grantor
Date of Change
Description of Change
(D)
Agreements pursuant to which Grantor is bound
as debtor within past five years:
Grantor
Description of Agreement
EXHIBIT A-2
SUPPLEMENT TO SCHEDULE 5.2
TO THIRD LIEN PLEDGE AND SECURITY AGREEMENT
COLLATERAL IDENTIFICATION
I.
INVESTMENT RELATED PROPERTY
(A)
Pledged Stock:
Grantor
Stock
Issuer
Class
of
Stock
Certificated
(Y/N)
Stock
Certificate
No.
Par
Value