INCREMENTAL TERM LOAN ASSUMPTION AGREEMENTAssumption Agreement |
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Exhibit 10.81
EXECUTION COPY
INCREMENTAL
TERM LOAN ASSUMPTION AGREEMENT dated as of January 4, 2007 (this “Assumption
Agreement ”), related 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, and that
certain Incremental Term Loan Assumption Agreement and Amendment No. 3
dated as of June 30, 2006 (as 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 6, 7, 9 and 10 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. The
Borrower has requested that the person set forth on Schedule I hereto (the
“Incremental Term Lender”) make Incremental Term
Loans to the Borrower pursuant to Section 2.24 of the Credit Agreement, in
the aggregate principal amount of $15,000,000.
B. The
Incremental Term Lender is willing to make Incremental Term Loans to the
Borrower on the Effective Date (as defined below), on the terms and subject to
the conditions set forth herein and in the Credit Agreement.
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 Assumption Agreement. This
Assumption Agreement shall be a “Loan Document” and an
“Incremental Term Loan Assumption Agreement” for all purposes of
the Credit Agreement and the other Loan Documents.
SECTION
2. Incremental Term Loans. (a) The Incremental Term Lender
hereby agrees, severally and not jointly, to make an Incremental Term Loan to
the Borrower on the Effective Date in a principal amount equal to the
Incremental Term Loan amount set forth next to such Incremental Term
Lender’s name on Schedule I hereto.
(b) All
such Incremental Term Loans shall constitute “Term Loans” for all
purposes of the Credit Agreement and the other Loan Documents.
(c) The
proceeds of the Incremental Term Loans are to be used by the Borrower solely
for general corporate and other working capital purposes of the Borrower and
the Subsidiaries.
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SECTION
3. Conditions Precedent to Incremental Term Loans. The obligation
of the Incremental Term Lender to make Incremental Term Loans on the Effective
Date shall be subject to the satisfaction of the following conditions
precedent:
(a) On
the Effective Date, each of the conditions set forth in paragraphs (b) and
(c) of Section 4.01 of the Credit Agreement shall be satisfied and
the Administrative Agent shall have received a certificate to that effect dated
as of the Effective Date and executed by a Financial Officer of the Borrower.
(b) The
Administrative Agent shall have received (with sufficient copies for each
Incremental Term Lender) such legal opinions, board resolutions and other
closing certificates and documentation as shall be reasonably required by the
Incremental Term Lender, in each case consistent with those delivered on the
Closing Date under clauses (a), (c) and (d) of Section 4.02 of
the Credit Agreement.
(c) The
Administrative Agent shall have received a certificate, dated the Effective
Date and executed by a Financial Officer of the Borrower, confirming that the
Borrower will be in Pro Forma Compliance after giving effect to the making of
the Incremental Term Loans on the Effective Date and the application of the
proceeds therefrom.
(d) The
Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement
or payment of all out-of-pocket expenses required to be reimbursed or paid by
the Borrower hereunder or under any other Loan Document.
SECTION
4. Eurodollar Borrowings. To facilitate the inclusion of the
Incremental Term Loans, when made, in each outstanding Term Borrowing, the
Borrower and the Incremental Term Lender hereby agree pursuant to
Section 2.24(d) of the Credit Agreement that the Incremental Term Loans
made hereunder will be allocated ratably to each outstanding Eurodollar Term
Borrowing for purposes of determining the initial interest rate thereon, in
each case notwithstanding any contrary provision of the Credit Agreement. After
giving effect to the last sentence in Section 2.24(d), to give effect to the
making of the Incremental Term Loans hereunder and the treatment thereof as
“Term Loans” for all purposes of the Credit Agreement, the table in
Section 2.11(a) of the Credit Agreement shall be as set forth below:
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Repayment
Date |
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Amount |
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December 31,
2004 |
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$ |
180,000 |
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March 31,
2005 |
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$ |
180,000 |
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June 30,
2005 |
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$ |
360,000 |
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September 30,
2005 |
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$ |
360,000 |
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December 31,
2005 |
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$ |
360,000 |
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March 31,
2006 |
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$ |
360,000 |
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June 30,
2006 |
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$ |
530,000 |
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September 30,
2006 |
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$ |
655,000 |
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December 31,
2006 |
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$ |
655,000 |
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March 31,
2007 |
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$ |
692,500 |
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June 30,
2007 |
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$ |
692,500 |
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September 30,
2007 |
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$ |
692,500 |
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December 31,
2007 |
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$ |
692,500 |
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March 31,
2008 |
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$ |
692,500 |
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June 30,
2008 |
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$ |
692,500 |
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September 30,
2008 |
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$ |
692,500 |
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December 31,
2008 |
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$ |
67,128,125 |
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March 31,
2009 |
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$ |
67,128,125 |
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June 30,
2009 |
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$ |
67,128,125 |
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Term
Loan Maturity Date |
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$ |
67,128,125 |
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SECTION
5. Representations and Warranties. To induce the other
party hereto to enter into this Assumption Agreement, the Borrower represents
and warrants to the Administrative Agent and each of the Lenders that, as of
the Effective Date:
(a) This
Assumption Agreement has been duly authorized, executed and delivered by each
Loan Party party hereto, and constitutes a legal, valid and binding obligation
of such Loan Party in accordance with its terms. The Credit Agreement
constitutes a legal, valid and binding obligation of the Borrower in accordance
with its terms.
(b) The
representations and warranties set forth in Article III of the Credit
Agreement are true and correct in all material respects on and as of the
Effective Date with the same effect as though made on and as of the Effective
Date, except to the extent such representations and warranties expressly relate
to an earlier date (in which case such representations and warranties were true
and correct in all material respects as of such earlier date).
(c) No
Default or Event of Default has occurred and is continuing.
SECTION
6. Effectiveness. This Assumption Agreement shall become
effective as of the date (the “Effective Date”)
occurring on or prior to January 31, 2007 that (a) the Administrative
Agent shall have received counterparts of this Assumption Agreement that, when
taken together, bear the signatures of (i) the Borrower, (ii) each
Subsidiary Guarantor, (iii) the Administrative Agent and (iv) the
Incremental Term Lender and (b) each of the conditions precedent set forth
in Section 3 hereof shall have been satisfied (or waived in writing by the
Incremental Term Lenders).
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SECTION
7. Consent and Reaffirmation. Each Subsidiary Guarantor hereby
consents to this Assumption Agreement and the transactions contemplated hereby,
and each Loan Party hereby (a) agrees that, notwithstanding the effectiveness
of this Assumption Agreement, the Guarantee and Collateral Agreement and each
of the other Security Documents continue to be in full force and effect,
(b) confirms its guarantee of the Obligations (with respect to each
Subsidiary Guarantor) and its grant of a security interest in its assets as
Collateral therefor, all as provided in the Loan Documents as originally
executed and (c) acknowledges that such guarantee and/or grant continue in
full force and effect in respect of, and to secure, the Obligations under the
Credit Agreement and the other Loan Documents, including the Incremental Term
Loans.
SECTION
8. Expenses. The Borrower agrees to reimburse the
Administrative Agent for all reasonable out-of-pocket expenses incurred in
connection with this Assumption Agreement in accordance with the Credit
Agreement, including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent.
SECTION
9. Counterparts. This Assumption Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same contract. Delivery of an executed counterpart of a signature page of this
Assumption Agreement by facsimile or electronic transmission shall be as
effective as delivery of a manually executed counterpart hereof.
SECTION
10. Applicable Law. THIS ASSUMPTION AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION
11. Headings. The headings of this Assumption Agreement
are for purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
[Remainder of this page intentionally left blank]
IN
WITNESS WHEREOF, the parties hereto have caused this Assumption Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
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ALION SCIENCE AND
TECHNOLOGY CORPORATION |
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By |
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/s/
John M. Hughes |
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Name: |
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John M. Hughes |
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Title: |
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Executive VP and CFO |
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HUMAN FACTORS APPLICATIONS,
INC. |
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By |
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/s/
John M. Hughes |
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Name: |
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John M. Hughes |
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