AMENDMENT NO. 5 dated as of September 30,
2008 (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, and that
certain Amendment No. 4 dated as of February 6, 2007
(as so amended, the “ Credit Agreement
”), among ALION SCIENCE AND TECHNOLOGY CORPORATION (the
“ Borrower ”), the Subsidiary Guarantors
listed on the signature pages hereto (solely with respect to
Sections 4, 6, 7, 8, 10, 11 and 12 hereof), 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 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
. Effective as of September 30,
2008:
(a) Section 1.01 of the Credit
Agreement is hereby amended by inserting the following defined term
in the appropriate alphabetical order therein:
“ Original Maximum
Senior Secured Leverage Ratio ” shall mean, on any
date of determination, the maximum Senior Secured Leverage Ratio
permitted at such date under Section 6.13 without giving
effect to the changes made to such Section by Amendment No. 5
dated as of September 30, 2008, to this Agreement.
(b) The definition of the term
“Adjusted LIBO Rate” set forth in Section 1.01 of
the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
“ Adjusted LIBO
Rate ” shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum equal
to the greater of (a) 3.50% per annum and (b) the product
of (i) the LIBO Rate in effect for such Interest Period and
(ii) Statutory Reserves.
(c) The definition of the term
“Alternate Base Rate” set forth in Section 1.01 of
the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
“ Alternate Base
Rate ” shall mean, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such
day, (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1% and (c) 4.50% per annum. If the
Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to
ascertain the Federal Funds Effective Rate for any reason,
including the inability or failure of the Administrative Agent to
obtain sufficient quotations in accordance with the terms of the
definition thereof, the Alternate Base Rate shall be determined
without regard to clause (b) of the preceding sentence until
the circumstances giving rise to such inability no longer exist.
Any change in the Alternate Base Rate due to a change in the Prime
Rate or the Federal Funds Effective Rate shall be effective on the
effective date of such change in the Prime Rate or the Federal
Funds Effective Rate, as the case may be.
(d) The definition of the term
“Applicable Percentage” set forth in Section 1.01
of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
“ Applicable
Percentage ” shall mean, except as otherwise provided
in the applicable Incremental Term Loan Assumption Agreement with
respect to any Other Term Loan, for any day, (a) with respect
to any Eurodollar Loan, 6.00%, and (b) with respect to any ABR
Loan (including any Swingline Loan), 5.00%. Notwithstanding the
foregoing, if the Revolving Credit Maturity Date shall be extended,
or if the Revolving Credit Commitments shall otherwise be
refinanced or replaced, and in connection with such extension,
refinancing or replacement or at any time thereafter the
“Applicable Percentage” or similar component of the
interest rate applicable to loans to be made under such extended,
refinanced or replaced revolving credit commitments would exceed
the Applicable Percentage then in effect for Term Loans hereunder
by more than 50 basis points (the portion of such excess above 50
basis points being referred to herein as the “ Rate
Differential ”), then the Applicable Percentage for
Term Loans hereunder shall be automatically increased, effective as
of the date of any such increase in respect of the revolving credit
commitments, by an amount equal to the Rate
Differential.
(e) Section 1.03 ( Pro Forma
Calculations ) of the Credit Agreement is hereby amended by
inserting the words “the Senior Secured Leverage
Ratio,” immediately following the words “as permitted
pursuant to the terms hereof,” contained therein.
(f) Section 2.13(d) of the Credit
Agreement is hereby amended by deleting the words “50% (or,
if the Leverage Ratio at the end of such fiscal year shall have
been less than 2.0 to 1.0, 25%)” therefrom and substituting
therefor “100%”.
(g) Section 2.13(e) of the Credit
Agreement is hereby amended by inserting immediately after the
words “Section 6.01” contained therein the words
“(other than Section 6.01(s))”.
(h) Section 5.04 ( Financial
Statements, Reports, etc. ) of the Credit Agreement is hereby
amended by (i) deleting the word “and” at the end
of the paragraph (i) thereof, (ii) redesignating
paragraph (j) thereof as paragraph (k) and
(iii) adding the following as a new paragraph
(j) thereof:
(j) within 30 days after
the end of each of the first two months of each fiscal quarter, its
internally prepared summary financial statements, in a form
reasonably satisfactory to the Administrative Agent, showing the
consolidated financial position of the Borrower and the
Subsidiaries as of the close of such month and the results of
operations and the operations of the Subsidiaries for such month
and the elapsed portion of the fiscal year, and comparative figures
for the same periods in the immediately preceding fiscal
year.
(i) Section 6.01 ( Indebtedness
) of the Credit Agreement is hereby amended by (i) deleting
the word “and” at the end of paragraph (q)
thereof, (ii) deleting the period at the end of
paragraph (r) thereof and substituting “; and”
therefor, and (iii) adding the following as a new
paragraph (s) thereto:
(s) Indebtedness of the
Borrower (which may be Guaranteed by any Loan Party) the Net Cash
Proceeds of which are used to prepay Term Loans (including the
payment of accrued interest thereon), in whole or in part;
provided that (i) such Indebtedness (x) matures no
less than 120 days after the Term Loan Maturity Date,
(y) requires no scheduled payment of principal prior to its
maturity and (z) contains non-economic covenants, events of
default, remedies and other provisions, and is in form and
substance, reasonably satisfactory to the Administrative Agent, and
(ii) the initial issuance of Indebtedness under this
Section 6.01(s) shall be in an aggregate principal amount of
not less than $50,000,000.
(j) The last paragraph of Section 6.01
( Indebtedness ) of the Credit Agreement is hereby amended
by inserting immediately after the words “other than”
contained therein the words “Indebtedness incurred under
Section 6.01(s),”.
(k) Section 6.02 ( Liens ) of
the Credit Agreement is hereby amended by adding the following as a
new paragraph (p) thereto:
(p) Liens on any Collateral to
secure Indebtedness incurred pursuant to Section 6.01(s);
provided that such Liens are junior and subordinated in
priority to the Liens securing the Obligations pursuant to an
intercreditor agreement in form and substance satisfactory to the
Administrative Agent.
(l) Section 6.04(k) (
Investments ) of the Credit Agreement is hereby amended by
inserting the words “at any time outstanding”
immediately
