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. (Increase in Term
Loan Commitments) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
“SECTION 2.24. Incremental
Commitments . (a) The Borrower may, by written
notice to the Administrative Agent from time to time, request
Incremental Term Commitments and/or Incremental Revolving Credit
Commitments, in an amount not to exceed the Incremental Term Loan
Amount or the Incremental Revolving Loan Amount, as applicable,
from one or more Incremental Term Lenders and/or Incremental
Revolving Credit Lenders, which may include any existing Lender;
provided that each Incremental Term Lender and Incremental
Revolving Credit Lender, if not already a Lender hereunder, shall
be subject to the approval of the Administrative Agent and, in the
case of an Incremental Revolving Credit Lender, the Issuing Bank
and the Swingline Lender (which approvals shall not be unreasonably
withheld or delayed). Such notice shall set forth (i) the
amount of the Incremental Term Commitments and/or Incremental
Revolving Credit Commitments being requested (which shall be in
integral multiples of $1,000,000 and a minimum amount of $5,000,000
or in an amount equal to the remaining Incremental Term Loan Amount
or the Incremental Revolving Loan Amount, as applicable),
(ii) the date on which such Incremental Term Commitments
and/or Incremental Revolving Credit Commitments are requested to
become effective (which shall not be less than 10 Business Days
after the date of such notice) and (iii) in the case of
Incremental Term Commitments, whether such Incremental Term
Commitments are to be Term Loan Commitments or commitments to make
term loans with terms different from the Term Loans (“
Other Term Loans ”). For the avoidance of
doubt, (x) no Lender shall have any obligation to make an
Incremental Term Loan or to assume an Incremental Revolving Credit
Commitment and (y) no approval from the Administrative Agent
or the Lenders shall be required with regard to, and neither the
Administrative Agent nor any Lender shall have the right to object
to, challenge or obstruct, any request by the Borrower to the
Administrative Agent to arrange for the making of any Incremental
Term Loan or Incremental Revolving Credit Commitment.
(b) The Borrower and each Incremental Term
Lender and/or Incremental Revolving Credit Lender shall execute and
deliver to the Administrative Agent an Incremental Term Loan
Assumption Agreement and/or an Incremental Revolving Credit
Assumption Agreement and such other documentation as the
Administrative Agent shall reasonably specify to evidence the
Incremental Term Commitment of such Incremental Term Lender and/or
Incremental Revolving Credit Commitment of such Incremental
Revolving Credit Lender. Each such agreement shall specify the
terms of the Incremental Term Loans and/or Incremental Revolving
Credit Commitments to be made thereunder; provided ,
however , that, without the prior written consent of the
Required Lenders, (i) the final maturity date of any Other
Term Loans shall be no earlier than (A) the final maturity
date of any other Class of Term Loans and (B) if the initial
yield (determined as provided below) on such Other Term Loans
exceeds the Applicable Percentage then in effect for Eurodollar
Term Loans of any Class, the date falling six months after the
final maturity date of each such adversely affected Class;
(ii) the average life to maturity of any Other Term Loans
shall be no shorter than (A) the average life to maturity of any
other Class of Term Loans and (B) if the initial yield
(determined as provided below) on such Other Term Loans exceeds the
Applicable Percentage then in effect for Eurodollar Term Loans of
any Class, six months longer than the average life to maturity of
each such adversely affected Class; and (iii) if the initial
yield on any Other Term Loans (as determined by the Administrative
Agent to be equal to the sum of (A) the margin over the
Adjusted LIBO Rate applicable to the Other Term Loans and
(B) if the Other Term Loans are initially made at a discount
or the lenders making the same receive an “upfront” fee
(as opposed to an “arrangement” or similar fee paid
solely to the arranger or arrang
