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-pocke
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