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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%
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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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2.00%
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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 r
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