JUNIOR SUBORDINATED SECOND AMENDED AND RESTATED NOTE

Exhibit 10.47 THIS JUNIOR SUBORDINATED SECOND AMENDED AND RESTATED NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THE SUBORDINATION AGREEMENT (AS SUCH TERM IS DEFINED IN THE SELLER NOTE SECURITIES PURCHASE AGREEMENT) TO THE SENIOR DEBT (INCLUDING INTEREST) OWED BY THE COMPANY TO THE HOLDERS OF SENIOR DEBT ISSUED PURSUANT TO THE SENIOR CREDIT AGREEMENT AND ANY SENIOR REFINANCING AGREEMENT (AS EACH SUCH TERM IS DEFINED IN THE SUBORDINATION AGREEMENT), AND EACH HOLDER OF THIS JUNIOR SUBORDINATED SECOND AMENDED AND RESTATED NOTE BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT. THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY STATE SECURITIES LAWS, AND THEREFORE CANNOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED UNLESS IT IS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS PROMISSORY NOTE WAS ISSUED WITH "ORIGINAL ISSUE DISCOUNT". YOU MAY CONTACT THE GENERAL COUNSEL OF THE MAKER BY PHONE AT THE MAKER’S MAIN PHONE NUMBER TO LEARN AT NO COST TO YOU THE ORIGINAL ISSUE DISCOUNT AND YIELD TO MATURITY FOR THIS PROMISSORY NOTE BASED ON ITS ISSUANCE DATE. ALION SCIENCE AND TECHNOLOGY CORPORATION Junior Subordinated Second Amended and Restated Note due August 6, 2013

     ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the "Company"), for value received, hereby promises to pay to Illinois Institute of Technology, an Illinois not for profit corporation, or registered assigns, the sum of (a) the principal amount of Thirty-Nine Million Nine Hundred Thousand DOLLARS ($39,900,000) (the "Original Principal Execution Version

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Amount"), which Original Principal Amount shall be increased by such amount of accrued interest in the form of PIK Notes and Compounding PIK Notes, all as defined and more fully set forth herein, and, in particular, the immediately following (b), which the Company will capitalize to the principal amount of this Note on and as of December 21, 2008 or such lesser aggregate principal amount as may then be due and payable pursuant to the terms and conditions of this Note plus (b) interest accrued in the form of the PIK Notes and the Compounding PIK Notes (each as hereinafter defined) on August 6, 2013, with interest (computed on the basis of the actual number of days elapsed over a 360-day year) on the unpaid balance of such Original Principal Amount at the rates set forth herein beginning on December 20, 2002 through and including the sixth anniversary of the Closing Date (as defined in the Seller Note Securities Purchase Agreement). After said sixth anniversary of the Closing Date, interest on the Capitalized Principal Amount (as defined below) shall be payable in the manner provided below.      Prior to the sixth anniversary of the Closing Date, interest on the Notes will be payable quarterly in arrears in the form of payment-in-kind notes ("PIK Notes"). Except as otherwise and further set forth below, interest paid in PIK Notes will not be compounded and PIK Notes will therefore be non-interest bearing obligations, payable as provided in the PIK Notes. After the sixth anniversary of the Closing Date, interest is payable quarterly in arrears. The first installment of interest on the Notes for the Original Principal Amount was payable on March 31, 2003, and thereafter interest is payable on said Notes, quarterly in arrears on the last Business Day of March, June, September and December of each year, commencing June 30, 2003; provided , however, that for all interest payable after the Interest Adjustment Date (as defined below), such quarterly payments of interest on the Notes for the Capitalized Principal Amount shall be due and payable on October 1, January 2, April 1 and July 1 of each year, and the first payment of interest after the Interest Adjustment Date will be due and payable on April 1, 2009 (and such first payment of interest shall include interest accrued during the months of January, 2009 through March, 2009 plus interest accrued during the time December 21, 2008 through and including December 31, 2008). The scheduled quarterly payments of accrued interest after the Interest Adjustment Date shall continue to be payable in arrears until the principal hereof shall have become due and payable (whether at the Maturity Date (as defined in the Seller Note Securities Purchase Agreement) or at a date fixed for prepayment or by declaration or otherwise), and with interest on any overdue principal (including any overdue prepayment of principal) and, to the extent permitted by applicable law, any overdue installment of interest, at a rate equal to 3% per annum above the interest rate then applicable to non-overdue installments of principal or interest until paid, payable quarterly as aforesaid or, at the option of the holder hereof, on demand and, upon acceleration of this Note; provided that, and as further provided in the Seller Note Securities Purchase Agreement, in no event shall the amount payable by the Company as interest on this Note exceed the highest lawful rate permissible under any law applicable hereto. Payments of principal and interest hereon shall be made, except with regard to interest payable in the form of PIK Notes as provided herein, in lawful money of the United States of America by the method and at the address for such purpose specified in the Seller Note Securities Purchase Agreement, and such payments shall be overdue for purposes hereof if not made on the originally scheduled date of payment therefor, without giving effect to any