Contract
Exhibit 10.83
EXECUTION COPY
AMENDMENT NO. 4 dated as of February 6, 2007 (this “Amendment”),
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, and that certain Incremental Term Loan Assumption
Agreement and Amendment No. 3 dated as of June 30, 2006 (as so 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 4, 6, 7, 9, 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. Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to
extend, credit to the Borrower.
B. The Borrower has requested certain amendments to the Credit Agreement as set
forth herein, and the Lenders have agreed to such request on and subject to the terms and
conditions of this Amendment.
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
Amendment. This Amendment shall be a “Loan Document” for all purposes of the Credit Agreement and
the other Loan Documents.
SECTION 2. Amendments to Credit Agreement. Effective as of the Amendment No. 4
Effective Date (as defined below):
(a) The definition of the term “Applicable Percentage” set forth in Section
1.01 of the Credit Agreement is hereby amended as follows (such amendment, the “Term Loan
Repricing”):
| (i) | by deleting “2.75%” at the end of clause (a) therein and substituting therefor “2.50%”; and | ||
| (ii) | by deleting “1.75%” at the end of clause (b) therein and substituting therefor “1.50%”. |
(b) The definition of the term “Available Restricted Payment Amount” set forth
in Section 1.01 of the Credit Agreement is hereby amended by deleting the reference to
“Section 6.06(iv)(E)” set forth therein and substituting therefor a reference to “Section
6.06(iv)(G)”.
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(c) The definition of the term “Revolving Credit Maturity Date” set forth in
Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as
follows:
“Revolving Credit Maturity Date” shall mean August 2, 2009, or such
later date as may be agreed to in writing by the Borrower and all the
Revolving Credit Lenders.
(d) The definition of the term “Term Loan Maturity Date” set forth in Section
1.01 of the Credit Agreement is hereby amended by deleting the words “August 2, 2009” set
forth therein and substituting therefor the words “February 6, 2013” (such amendment, the
“Term Loan Maturity Date Extension”).
(e) Section 2.11(a) of the Credit Agreement is hereby amended and restated in
its entirety to read as follows (such amendment, the “Amortization Amendment”):
“(a) The Borrower shall pay to the Administrative Agent, for the accounts
of the Term Lenders, on the dates set forth below, or if any such date is
not a Business Day, on the immediately preceding Business Day (each such
date being called a “Repayment Date”), a principal amount of the Term
Loans (as adjusted from time to time pursuant to Sections 2.12, 2.13(f)
and 2.24(d)) equal to the amount set forth below for such date, together
in each case with accrued and unpaid interest on the principal amount to
be paid to but excluding the date of such payment:
| Repayment Date | Amount | |||
March 31, 2007 |
$ | 683,400 | ||
June 30, 2007 |
$ | 683,400 | ||
September 30, 2007 |
$ | 683,400 | ||
December 31, 2007 |
$ | 683,400 | ||
March 31, 2008 |
$ | 683,400 | ||
June 30, 2008 |
$ | 683,400 | ||
September 30, 2008 |
$ | 683,400 | ||
December 31, 2008 |
$ | 683,400 | ||
March 31, 2009 |
$ | 683,400 | ||
June 30, 2009 |
$ | 683,400 | ||
September 30, 2009 |
$ | 683,400 | ||
December 31, 2009 |
$ | 683,400 | ||
March 31, 2010 |
$ | 683,400 | ||
June 30, 2010 |
$ | 683,400 | ||
September 30, 2010 |
$ | 683,400 | ||
December 31, 2010 |
$ | 683,400 | ||
March 31, 2011 |
$ | 683,400 | ||
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| Repayment Date | Amount | |||
June 30, 2011 |
$ | 683,400 | ||
September 30, 2011 |
$ | 683,400 | ||
December 31, 2011 |
$ | 683,400 | ||
March 31, 2012 |
$ | 683,400 | ||
June 30, 2012 |
$ | 683,400 | ||
September 30, 2012 |
$ | 683,400 | ||
December 31, 2012 |
$ | 683,400 | ||
Term Loan Maturity Date |
$ | 256,958,400 | ||
(f) Section 6.01(j) (Subordinated Indebtedness) of the Credit Agreement is
hereby amended by inserting immediately after the words “the proceeds of which are used” set
forth therein the words “to prepay, redeem, retire or otherwise acquire the Seller
Subordinated Notes and/or the Warrants, in whole or in part, or”.
(g) Section 6.01(r) (Bridge Loan Refinancing Indebtedness) of the Credit
Agreement is hereby amended by deleting the amount “$200,000,000” set forth therein and
substituting therefor the amount “$250,000,000”.
(h) Section 6.01 (Indebtedness) of the Credit Agreement is hereby further
amended by adding the following at the end thereof:
“Notwithstanding the foregoing, neither the Borrower nor any of the
Subsidiaries shall incur, create, assume or permit to exist any
Indebtedness otherwise permitted by the foregoing provisions of this
Section 6.01 (other than Revolving Loans, Swingline Loans and Indebtedness
in respect of Letters of Credit) at any time during any period set forth
below if, at the time thereof and after giving effect thereto, the
Leverage Ratio at such time would exceed the ratio set forth below for
such period:
| Period | Ratio | |
February 6, 2007 through September 30, 2007
|
6.75 to 1.00 | |
October 1, 2007 through September 30, 2008
|
6.50 to 1.00 | |
October 1, 2008 through September 30, 2009
|
6.25 to 1.00 | |
October 1, 2009 through September 30, 2010
|
6.00 to 1.00 | |
Thereafter
|
5.75 to 1.00 |
(i) Section 6.06(a) (Restricted Payments) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
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“(a) Declare or make, or agree to declare or make, directly or indirectly,
any Restricted Payment (including pursuant to any Synthetic Purchase
Agreement), or incur any obligation (contingent or otherwise) to do so;
provided, however, that (i) any Subsidiary may declare
and pay dividends or make other distributions ratably to its equity
holders, (ii) the Borrower may pay, satisfy and discharge the Mezzanine
Warrant Put Right if, when and to the extent exercised, (iii) so long as
no Default or Event of Default shall have occurred and be continuing or
would result therefrom, the Borrower may repurchase its Equity Interests
owned by directors, officers and employees of the Borrower or the
Subsidiaries or make payments to directors, officers and employees of the
Borrower or the Subsidiaries in connection with Warrants, stock options,
stock appreciation rights, “phantom” stock plans or similar equity
incentives or equity based incentives pursuant to management or other
incentive plans or in connection with the death or disability of such
directors, officers and employees in an aggregate amount not to exceed
$20,000,000 and (iv) so long as no Default or Event of Default shall have
occurred and be continuing or would result therefrom (except with respect
to subclauses (A), (B), (D) and (F) below), Restricted Payments may be
made (A) in connection with the redemption or repurchase for value of any
Equity Interests of the Borrower as a result of distributions by the ESOT
of such Equity Interests to participants in the ESOP pursuant to the ESOP
Plan Documents subsequent to their termination of employment with the
Borrower or any Controlled Group member, (B) as required by Section
401(a)(28) of the Code or any substantially similar requirement of law,
(C) in the form of administrative fees or expenses of the ESOP or the
ESOT, including the fees of the ESOT Trustee, (D) as contributions to the
ESOT as required under the ESOP Plan Documents, (E) to redeem or otherwise
acquire for value the Warrants issued in connection with the Seller
Subordinated Notes so long as, after giving effect thereto, the Borrower
would be in pro forma compliance with Sections 6.12 and 6.13 and there
would be at least $10,000,000 of unused and available Revolving Credit
Commitments, (F) in connection with the redemption or repurchase of any
Equity Interests of the Borrower resulting from non-statutory
diversification elections under the ESOP Plan Documents or (G) so long as,
after giving effect thereto, the Senior Secured Leverage Ratio would be
less than 2.50 to 1.00 and there would be at least $10,000,000 of unused
and available Revolving Credit Commitments, in an amount not to exceed the
Available Restricted Payment Amount.”
(j) Section 6.07 (Transactions with Affiliates) of the Credit Agreement is
hereby amended by inserting after the words “Restricted Payments may be made to the extent
provided in Section 6.06” in clause (b) thereof the words “and Seller Subordinated Notes may
be prepaid, redeemed, retired or otherwise acquired for consideration to the extent provided
in Section 6.09(c)”.
(k) The last sentence of Section 6.09(c) (Prepayments of Seller Subordinated
Notes) of the Credit Agreement is hereby amended by deleting the words “Senior Secured
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Leverage Ratio would be less than 2.50 to 1.00” and substituting therefor the words “Borrower
would be in pro forma compliance with Sections 6.12 and 6.13”.
(l) Section 6.12 (Interest Coverage Ratio) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
SECTION 6.12 Interest Coverage Ratio. Permit the Interest Coverage
Ratio for any period of four consecutive quarters, in each case taken as
one accounting period, to be less than 1.35 to 1.00.
(m) Section 6.13 (Leverage Ratio) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
SECTION 6.13 Maximum Senior Secured Leverage Ratio. Permit the
Senior Secured Leverage Ratio at the end of any fiscal quarter during a
period set forth below to be greater than the ratio set forth opposite
such period below:
| Period | Ratio | |
February 6, 2007 through September 30, 2007
|
4.00 to 1.00 | |
October 1, 2007 through September 30, 2008
|
3.75 to 1.00 | |
October 1, 2008 through September 30, 2009
|
3.25 to 1.00 | |
Thereafter
|
3.00 to 1.00 |
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 No. 4 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 Credit 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 Credit
Agreement are true and correct in all material respects on and as of the Amendment No. 4
Effective Date with the same effect as though made on and as of the Amendment No. 4 Effective
Date, except to the extent such representations and warranties expressly relate to an earlier
date (in which case such representations and warranties were true and correct in all material
respects as of such earlier date).
(c) No Default or Event of Default has occurred and is continuing.
SECTION 4. Effectiveness. This Amendment shall become effective as of the date
(the “Amendment No. 4 Effective Date”) that (a) the Administrative Agent shall have received
counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower,
(ii) each Subsidiary Guarantor, (iii) the Administrative Agent and (iv) the Required Lenders and
(b) each of the conditions precedent set forth in Section 5 hereof shall have been
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satisfied (or waived in writing by the Required Lenders); provided, however, that none of the Term Loan
Repricing, the Term Loan Maturity Date Extension or the Amortization Amendment shall become
effective unless this Amendment also shall have been executed by each of the Term
Lenders (after giving effect to all prior or concurrent assignments by Term Lenders, whether
pursuant to Section 2.21 or otherwise).
SECTION 5. Additional Conditions Precedent to Effectiveness. On the Amendment No.
4 Effective Date:
(a) Each of the conditions set forth in paragraphs (b) and (c) of Section 3
hereof shall be satisfied and the Administrative Agent shall have received a certificate to
that effect dated as of the Amendment No. 4 Effective Date and executed by a Financial Officer
of the Borrower.
(b) The Administrative Agent shall have received such legal opinions, board
resolutions and other closing certificates and documentation as it shall reasonably require,
in each case consistent with those delivered on the Closing Date under clauses (a), (c) and
(d) of Section 4.02 of the Credit Agreement.
(c) The Administrative Agent shall have received all fees and other amounts
due and payable on or prior to the Amendment No. 4 Effective Date, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or
paid by the Borrower hereunder or under any other Loan Document.
SECTION 6. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise
affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or
the Borrower under the Credit Agreement or any other Loan Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing herein shall be
deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other
change of, any of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment
shall apply and be effective only with respect to the provisions of the Credit Agreement
specifically referred to herein. After the date hereof, any reference to the Credit Agreement
shall mean the Credit Agreement, as modified hereby.
SECTION 7. Consent and Reaffirmation. Each Subsidiary Guarantor hereby consents to
this Amendment and the transactions contemplated hereby, and each Loan Party hereby (a) agrees
that, notwithstanding the effectiveness of this Amendment, the Guarantee and Collateral Agreement
and each of the other Security Documents continue to be in full force and effect, (b) confirms its
guarantee of the Obligations (with respect to each Subsidiary Guarantor) and its grant of a
security interest in its assets as Collateral therefor, all as provided in the Loan Documents as
originally executed and (c) acknowledges that such guarantee and/or grant continue in full force
and effect in respect of, and to secure, the Obligations under the Credit Agreement (as amended
hereby) and the other Loan Documents.
SECTION 8. Expenses. The Borrower agrees to reimburse the Administrative Agent for
all reasonable out-of-pocket expenses incurred in connection with this Amendment in
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accordance with the Credit Agreement, including the reasonable fees, charges and disbursements of counsel for
the Administrative Agent.
SECTION 9. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall constitute but one
and the same contract. Delivery of an executed counterpart of a signature page of this Amendment
by facsimile or electronic transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 10. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 11. Headings. The headings of this Amendment are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof.
[Remainder of this page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the day and year first above written.
| ALION SCIENCE AND TECHNOLOGY CORPORATION, |
||||
| By | /s/ Xxxx X. Xxxxxx | |||
| Name: Xxxx X. Xxxxxx | ||||
| Title: Executive VP and CFO | ||||
| HUMAN FACTORS APPLICATIONS, INC., |
||||
| By | /s/ Xxxx X. Xxxxxx | |||
| Name: Xxxx X. Xxxxxx | ||||
| Title: Treasurer | ||||
| ALION-METI CORPORATION |
||||
| By | /s/ Xxxx X. Xxxxxx | |||
| Name: Xxxx X. Xxxxxx | ||||
| Title: Treasurer | ||||
| ALION-CATI CORPORATION |
||||
| By | /s/ Xxxx X. Xxxxxx | |||
| Name: Xxxx X. Xxxxxx | ||||
| Title: Treasurer | ||||
| ALION-JJMA CORPORATION |
||||
| By | /s/ Xxxx X. Xxxxxx | |||
| Name: Xxxx X. Xxxxxx | ||||
| Title: Treasurer | ||||
| ALION-BMH CORPORATION |
||||
| By | /s/ Xxxx X. Xxxxxx | |||
| Name: Xxxx X. Xxxxxx | ||||
| Title: Treasurer | ||||
[Alion Amendment]
| WASHINGTON CONSULTING, INC. |
||||
| By | /s/ Xxxx X. Xxxxxx | |||
| Name: Xxxx X. Xxxxxx | ||||
| Title: Treasurer | ||||
| ALION-MA&D CORPORATION |
||||
| By | /s/ Xxxx X. Xxxxxx | |||
| Name: Xxxx X. Xxxxxx | ||||
| Title: Treasurer | ||||
[Alion Amendment]
| CREDIT SUISSE, CAYMAN ISLANDS BRANCH, individually as a Lender and as Administrative Agent, |
||||
| By | /s/ Xxxxxx Xxxx | |||
| Name: Xxxxxx Xxxx | ||||
| Title: Managing Director | ||||
| By | /s/ Xxxxxxxxx Xxxxxxx | |||
| Name: Xxxxxxxxx Xxxxxxx | ||||
| Title: Vice President | ||||
[Alion Amendment]
SIGNATURE PAGE TO AMENDMENT NO. 4
DATED AS OF FEBRUARY 6, 2007,
TO THE ALION SCIENCE AND
TECHNOLOGY CORPORATION
CREDIT AGREEMENT DATED AS OF
AUGUST 2, 2004, AS AMENDED
DATED AS OF FEBRUARY 6, 2007,
TO THE ALION SCIENCE AND
TECHNOLOGY CORPORATION
CREDIT AGREEMENT DATED AS OF
AUGUST 2, 2004, AS AMENDED
| Name of Lender: | ||||
| By | ||||
| Name: | ||||
| Title: | ||||
[Alion Amendment]
