FIRST SUPPLEMENTAL INDENTURE
Exhibit 10.92
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (this “Supplemental Indenture”) is dated as of February 26, 2010 and made by and among Alion-IPS Corporation, a Virginia corporation (“IPS”), Washington Consulting Government Services, Inc., a Virginia corporation (“WCGS”), Alion Canada (US) Corporation, a Delaware corporation (“ACUS” and, with WCGS and IPS, the “Additional Subsidiary Guarantors”), Alion Science and Technology Corporation, a Delaware corporation (the “Company”), and Wilmington Trust Company, (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).
WHEREAS, the Company desires to cause the Additional Subsidiary Guarantors to execute and deliver this Supplemental Indenture and to cause the Additional Subsidiary Guarantors to Guarantee the Securities on the terms and subject to the conditions set forth in Article 10 of the Indenture;
WHEREAS, the Additional Subsidiary Guarantors each find that it in is their respective interests and accordingly each desires to Guarantee the Securities on the terms and subject to the conditions set forth in Article 10 of the Indenture and to execute and deliver this Supplemental Indenture; and
WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture.
1. Capitalized Terms. Capitalized terms used herein (including the preamble and the recitals hereto) without definition shall have the meanings assigned to them in the Indenture.
1
2. Agreement to Guarantee. In accordance with the terms of Article 10 of the Indenture, the Additional Subsidiary Guarantors each unconditionally and irrevocably guarantees, jointly and severally, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns the Guaranteed Obligations on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.
3. Notices. All notices or other communications as to the Additional Subsidiary Guarantors shall be given as provided in Section 11.02 of the Indenture.
4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all aspects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
6. Multiple Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture.
7. Effect of Headings. The headings of Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.
8. Trustee. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
[Signatures follow on next page.]
2
Dated: February 26, 2010
Alion-IPS Corporation
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Secretary
Washington Consulting Government
Services, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Secretary
Alion Canada (US) Corporation
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Secretary
Alion Science and Technology Corporation
By: /s/ Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
Wilmington Trust Company,
as Trustee
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
Title: Assistant Vice President
3