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Exhibit 10.80
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AMENDMENT NO. 1
dated as of December 11, 2006 (this " Amendment
"), related to the BRIDGE LOAN AGREEMENT dated as of June 30,
2006 (the " Bridge Loan 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 Bridge Loan Agreement
(the " Lenders ") and CREDIT SUISSE, as
administrative agent (in such capacity, the " Administrative
Agent ").
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A. Pursuant to
the Bridge Loan Agreement, the Lenders have made loans to the
Borrower.
B. The Borrower and the
Lenders have agreed to amend the Bridge Loan Agreement as set forth
herein.
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 Bridge
Loan Agreement. The rules of construction set forth in
Section 1.02 of the Bridge Loan Agreement shall apply equally
to this Amendment. This Amendment shall be a "Loan Document" for
all purposes of the Bridge Loan Agreement and the other Loan
Documents.
SECTION 2. Amendments to
Bridge Loan Agreement. Effective as of the Amendment
Effective Date (as defined below), the definition of the term
"Applicable Premium" set forth in Section 1.01 of the Bridge
Loan Agreement is hereby amended to read in its entirety as
follows:
"
Applicable Premium " shall mean, with respect to any
prepayment pursuant to Section 2.09 or 2.10 or any payment of
Extended Loans on the Final Maturity Date, the applicable premium
(expressed as a percentage of the principal amount being prepaid)
set forth below based on the date such prepayment is made.
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Months after Closing Date
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Percentage of Par
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0-8
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0%
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9-12
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1.00%
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13 to Initial Maturity Date
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2.00%
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After Initial Maturity Date to 30
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1.00%
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31-42
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2.00%
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Thereafter
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3.00%
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SECTION 3. Representations
and Warranties . To induce the other parties hereto to
enter into this Amendment, the Borrower represents and warrants to
the Administrative Agent and each of the Lenders that, as of the
Amendment Effective Date:
(a) This
Amendment 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
Bridge Loan Agreement (as amended hereby) 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
Bridge Loan Agreement are true and correct in all material respects
on and as of the Amendment Effective Date with the same effect as
though made on and as of the Amendment Effective Date, except to
the extent such representations and warranties expressly relate to
an earlier date (in which case such representations
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