Exhibit 10.86
EXECUTION COPY
INCREMENTAL TERM LOAN ASSUMPTION
AGREEMENT dated as of July 17, 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, 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
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 7, 8, 10 and 11 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
$25,000,000.
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, and each of the agreements
set forth in Section 6 of this Assumption Agreement shall be
deemed to constitute covenants under the Credit Agreement, which
for purposes of Article VII of the Credit Agreement will be
governed by paragraph d thereof.
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.
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(c) The proceeds of the
Incremental Term Loans are to be used by the Borrower solely for
general corporate and other working capital purposes (including the
prepayment of Revolving Loans) of the Borrower and the
Subsidiaries.
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 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 (c) and
(d) of Section 4.02 of the Credit Agreement;
provided that, it shall not be a condition precedent to the
Incremental Term Lender’s obligation to make an Incremental
Term Loan on the Effective Date that (A) the Administrative
Agent shall have received a certificate of good standing for each
Loan Party consistent with those delivered on the Closing Date
under clause (c)(i) of Section 4.02 of the Credit Agreement or
(B) any secretary’s certificate delivered hereunder
consistent with those delivered on the Closing Date certify that
there has been no amendment to the certificate or articles of
incorporation of the applicable Loan Party since the last amendment
shown on a certificate of good standing; provided, however,
that any secretary’s certificate delivered hereunder shall
certify that the certificate or articles of incorporation delivered
hereunder of the applicable Loan Party have not been amended since
the most recent amendment to such certificate or articles of
incorporation delivered hereunder.
(c) The Administrative Agent
shall have received a certificate, dated the Effect
