EXHIBIT 10.33
EXECUTION VERSION
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT
No. 2 dated as of March 11, 2011 (this “
Assumption and Amendment Agreement ”), among
ALION SCIENCE AND TECHNOLOGY CORPORATION (the “
Borrower ”), the subsidiaries of the Borrower
listed on the signature pages hereto (solely with respect to
Sections 6, 7, 9 and 10 hereof), the Lenders (as defined
below) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as
administrative agent (in such capacity, the “
Administrative Agent ”) for the Lenders, and as
issuing bank (in such capacity, the “ Issuing
Bank ”).
A. Reference is made to the Credit
Agreement dated as of March 22, 2010, as amended by that
certain Amendment No. 1 dated as of June 11, 2010 (as so
amended, the “ Existing Credit Agreement
” and, as amended by this Assumption and Amendment Agreement,
the “ Amended and Restated Credit Agreement
”), among the Borrower, the lenders from time to time party
thereto (the “ Lenders ”) and the
Administrative Agent.
B. The Borrower has requested that
(i) the person set forth on Schedule I hereto (the
“ Incremental Lender ”) provide
Incremental Commitments to the Borrower pursuant to
Section 2.23 of the Existing Credit Agreement in the form of
new Revolving Credit Commitments in the aggregate principal amount
of $10,000,000, (ii) the Existing Credit Agreement be amended
and restated in the form of the Amended and Restated Credit
Agreement attached hereto as Exhibit A to, among other things,
eliminate the distinction between Tranche A Revolving Credit
Commitments and Tranche B Revolving Credit Commitments (in each
case, as defined in the Existing Credit Agreement) and reclassify
all such Tranche A Revolving Credit Commitments and Tranche B
Revolving Credit Commitments (and the related outstanding Tranche A
Revolving Loans and Tranche B Revolving Loans, in each case as
defined in the Existing Credit Agreement, if any as Revolving
Loans) and (iii) the Issuing Bank agree to increase the L/C
Commitment to $35,000,000.
C. (i) The Incremental Lender is
willing to provide the Incremental Commitments to the Borrower on
the Restatement Effective Date (as defined below) and (ii) the
Lenders and the Issuing Bank are willing to amend and restate the
Existing Credit Agreement, in each case on the terms and subject to
the conditions set forth herein and in the Amended and Restated
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 Amended and
Restated Credit Agreement. The rules of construction set forth in
Section 1.02 of the Amended and Restated Credit Agreement
shall apply equally to this Assumption and Amendment Agreement.
This Assumption and Amendment Agreement shall be a “Loan
Document” and an “Incremental Assumption
Agreement” for all purposes of the Existing Credit Agreement,
the Amended and Restated Credit Agreement and the other Loan
Documents.
SECTION 2. Incremental Commitments
. (a) Schedule I hereto sets forth the Incremental
Commitment of the Incremental Lender on the Restatement Effective
Date.
(b) All such Incremental Commitments shall
constitute “Incremental Commitments” and
“Revolving Credit Commitments” and the Incremental
Lender shall be a Revolving Credit Lender with respect to such
Revolving Credit Commitments, in each case for all purposes of the
Amended and Restated Credit Agreement and the other Loan
Documents.
(c) In order to effectuate the increase in
the Revolving Credit Commitments contemplated hereby, each of the
parties hereto hereby agrees that the Administrative Agent may take
any and all actions (including those set forth in Section 2.23
of the Credit Agreement) as may be reasonably necessary to ensure
that, after giving effect to such increase, the outstanding
Revolving Loans (if any) are held by the Revolving Credit Lenders
in accordance with their new applicable Pro Rata Percentages.
~A
SECTION 3. Amendment and Restatement of
Existing Credit Agreement . (a) The Borrower, the
Lenders and the Issuing Bank agree that the Existing Credit
Agreement (including all exhibits and schedules thereto) shall be
amended and restated on the Restatement Effective Date, such that
on the Restatement Effective Date the terms set forth in
Exhibit A hereto shall replace the terms of the Existing
Credit Agreement and are incorporated by reference as if fully set
forth herein. As used in the Amended and Restated Credit Agreement,
the terms “Agreement”, “this Agreement”,
“herein”, “hereinafter”,
“hereto”, “hereof”, and words of similar
import shall, unless the context otherwise requires, mean from and
after the replacement of the terms of the Existing Credit Agreement
by the terms of the Amended and Restated Credit Agreement, the
Amended and Restated Credit Agreement.
(b) Subject to Section 2(c), from and
after the Restatement Effective Date and without
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