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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 exten
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