AMENDMENT NO. 9 dated as of October 9, 2009
(this “ Amendment ”), to the CREDIT
AGREEMENT dated as of August 2, 2004, as amended pursuant to
that certain Incremental Term Loan Assumption Agreement and
Amendment No. 1 dated as of April 1, 2005, that certain
Incremental Term Loan Assumption Agreement and Amendment No. 2
dated as of March 24, 2006, as amended as of April 21,
2006, that certain Incremental Term Loan Assumption Agreement and
Amendment No. 3 dated as of June 30, 2006, that certain
Amendment No. 4 dated as of February 6, 2007, that
certain Amendment No. 5 dated as of September 30, 2008,
that certain Amendment No. 6 dated as of July 29, 2009,
that certain Amendment No. 7 dated as of September 25,
2009 and that certain Amendment No. 8 dated as of
October 9, 2009 (as so amended, the “ Credit
Agreement ”), among ALION SCIENCE AND TECHNOLOGY
CORPORATION (the “ Borrower ”), the
Subsidiary Guarantors listed on the signature pages hereto, the
lenders from time to time party to the Credit Agreement (the
“ Lenders ”) and CREDIT SUISSE (formerly
known as Credit Suisse First Boston), as administrative agent (in
such capacity, the “ Administrative Agent
”) and as collateral agent for the Lenders.
A. Pursuant to the Credit Agreement, the
Lenders have extended, and have agreed to extend, credit to the
Borrower.
B. The Borrower has requested certain
amendments to the Credit Agreement as set forth herein, and the
Lenders party hereto have agreed to such request on and subject to
the terms and conditions of this Amendment.
Accordingly, in consideration of the mutual
agreements herein contained and other good and valuable
consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Defined Terms; Interpretation;
Etc . Capitalized
terms used and not defined herein shall have the meanings assigned
to such terms in the Credit Agreement. The rules of construction
set forth in Section 1.02 of the Credit Agreement shall apply
equally to this Amendment. This Amendment shall be a “Loan
Document” for all purposes of the Credit Agreement and the
other Loan Documents.
SECTION 2. Amendments to Credit
Agreement .
(a) Section 1.01 of the Credit Agreement is hereby
amended as follows:
(i) The following new defined terms are
inserted in the appropriate alphabetical order:
“ Incremental Revolving
Credit Assumption Agreement ” shall mean an
Incremental Revolving Credit Assumption Agreement in form and
substance reasonably satisfactory to the Administrative Agent,
among the Borrower, the Administrative Agent and one or more
Incremental Revolving Credit Lenders.
“ Incremental Revolving
Credit Commitment ” shall mean any increased
Revolving Credit Commitment provided pursuant to
Section 2.24.
“ Incremental Revolving
Credit Lender ” shall mean a Lender with an
Incremental Revolving Credit Commitment.
“ Incremental Revolving
Loan Amount ” shall mean, at any time, the excess, if
any, of (a) $25,000,000 over (b) the aggregate amount of
all Incremental Revolving Credit Commitments established prior to
such time.
“ Liquidity
Condition ” shall mean the effectiveness of
Incremental Revolving Credit Commitments or other revolving credit
commitments available to the Borrower and reasonably acceptable to
the Administrative Agent such that the aggregate amount of
Revolving Credit Commitments (and such other revolving credit
commitments, if any) is at least $35,000,000.
“ Liquidity Condition
Date ” shall mean February 1, 2010.
“ Target Leverage
Condition ” shall mean, as of the Target Leverage
Condition Date, that the Senior Secured Leverage Ratio is less than
or equal to 2.75 to 1.00.
“ Target Leverage
Condition Date ” shall mean June 30,
2010.
(ii) The following definitions are hereby
amended and restated in their entirety as follows:
“ Interest Coverage
Ratio ” shall mean, for any period, the ratio of
(a) Consolidated EBITDA for such period to
(b) Consolidated Interest Expense for such period payable in
cash.
“ Revolving Credit
Maturity Date ” shall mean
September 30, 2010, or such later date as may be agreed
to in writing by the Borrower and all the Revolving Credit
Lenders.
(iii) The definition of “Loans”
is hereby amended by inserting at the end thereof the words
“, including any Loans made as a result of the accrual of
interest paid in kind pursuant to Section 2.06(d) or
(e)”.
(iv) The definition of “Revolving
Credit Commitment” is hereby amended by inserting the words
“or Incremental Revolving Credit Assumption Agreement”
immediately after the words “Assignment and Acceptance”
thereof.
(v) The definition of “Revolving
Loans” is hereby amended by replacing the reference to
“(a)(iii)” therein with “(c)”.
(b) Section 2.06 ( Interest on
Loans ) is hereby amended by inserting the following new
paragraphs (d) and (e) at the end thereof:
“(d) Subject to the provisions of
Section 2.07, if the Borrower has not satisfied the Liquidity
Condition by the Liquidity Condition Date, then, from and including
the Liquidity Condition Date to but excluding the date on which the
Liquidity Condition has been satisfied, all Loans outstanding under
this Agreement shall accrue interest at (i) the rate otherwise
applicable to such Loan pursuant to this Section 2.06 (as the
same may be increased pursuant to paragraph (e) below)
plus (ii) 1.00% per annum. The amount of interest
accrued pursuant to clause (ii) of this paragraph
(d) shall not be payable in cash but be capitalized and added
to the principal amount of the Loans outstanding on each Interest
Payment Date for such Loans, on the date on which the Liquidity
Condition is satisfied and on the date on which such Loans are
repaid or prepaid.
(e) Subject to the provisions of this
Section 2.07, if the Borrower has not satisfied the Target
Leverage Condition by the Target Leverage Condition Date, then,
from and including October 1, 2009, to but excluding the date
on which the Target Leverage Condition has been satisfied, all
Loans outstanding under this Agreement shall accrue interest at
(i) the rate otherwise applicable to such Loan pursuant to
this Section 2.06 (as the same may be increased pursuant to
paragraph (d) above) plus (ii) 1.00% per annum,
increasing by 0.50% on the first day of each calendar quarter
ending after the Target Leverage Condition Date if the Target
Leverage Condition has not been satisfied on such date. The amount
of interest accrued pursuant to clause (ii) of this paragraph
(f) shall not be payable in cash but be capitalized and added
to the principal amount of the Loans outstanding on each Interest
Payment Date for such Loans (whether occurring prior to or after
the Target Leverage Condition Date), on the date on which the
Target Leverage Condition is satisfied and on the date on which
such Loans are repaid or prepaid.”
(c) Section 2.23(b) ( Letters of
Credit ) is hereby amended by replacing the reference to
“$40,000,000” therein with
“$20,000,000”.
(d) Section 2.24.