Exhibit 10.35






Exhibit 10.35




EXECUTION COPY





AMENDMENT NO. 3 dated as of August 2, 2011 (this “Amendment”), to the
CREDIT AGREEMENT dated as of March 22, 2010, as amended pursuant to that
certain Amendment No. 1 dated as of June 11, 2010 and that certain
Incremental Assumption Agreement and Amendment No. 2 dated as of March 11,
2011 (as so amended, the “Credit 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
Amended and Restated Credit Agreement (the “Lenders”) and CREDIT SUISSE
AG, 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 that the Credit Agreement be further amended as provided 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 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 the Credit Agreement. On the Amendment No. 3 Effective Date, the
Credit Agreement is hereby amended as follows:




(a) The definition of the term “Consolidated EBITDA” in Section 1.01 of the Credit
Agreement is hereby amended as follows:




(i) by deleting the word “and” at the end of clause (a)(vi) thereof and
substituting a comma therefor;




(ii) by adding the following immediately before the word “minus” at the
end of clause (a)(vii) thereof:




“(viii) that portion of employee compensation that was both recorded by the
Borrower as compensation expense for such period and that was directed by an employee
of the Borrower to be used by the ESOT to purchase Equity Interests of the Borrower,
provided that the aggregate amount added back under this clause (viii) in any
period of four consecutive Fiscal Quarters shall not exceed an amount equal to 10% of
the Consolidated EBITDA (without giving effect to this clause (viii)) for the period of
four consecutive fiscal quarters immediately preceding such period and”;




(iii) by deleting the word “and” at the end of clause (b)(i) thereof and
substituting a comma therefor; and


 


 









 






(iv) by adding the following immediately after the words “for such period” at the
end of clause (b)(ii):




“and (iii) all cash payments made during such period to repurchase Equity
Interests in respect of which cash compensation expense was added back to
Consolidated Net Income pursuant to clause (a)(viii) above in a previous
period,”.




(b) Section 6.13 of the Credit Agreement is hereby amended by replacing the table therein
with the following:



	 	 	 	 	 
	 	 	Consolidated	 
	Period	 	EBITDA	 
	June 30, 2010 through March 31, 2011
	 	$	52,500,000	 
	April 1, 2011 through June 30, 2011
	 	$	55,000,000	 
	July 1, 2011 through September 30, 2011
	 	$	55,500,000	 
	October 1, 2011 through September 30, 2012
	 	$	60,500,000	 
	October 1, 2012 through September 30, 2013
	 	$	63,000,000	 
	Thereafter
	 	$	65,500,000	 






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 the Required
Lenders that, as of the Amendment No. 3 Effective Date and after giving effect to this Amendment:




(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 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. 3 Effective Date
with the same effect as though made on and as of the Amendment No. 3 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 on the date (the “Amendment
No. 3 Effective Date”) that 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 and (iii) the Required Lenders.



SECTION 5. 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


 


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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 amended hereby.



SECTION 6. Consent and Reaffirmation. Each Subsidiary Guarantor hereby consents to this
Amendment, 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 and the other Loan Documents.



SECTION 7. Expenses. The Borrower agrees to reimburse the Administrative Agent for all
reasonable out-of-pocket expenses incurred in connection with this Amendment in accordance with the
Credit Agreement, including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent.



SECTION 8. 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 9. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.



SECTION 10. 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]




 


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     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/ Michael J. Alber
 	 
	 	 	Name:  	Michael J. Alber 	 
	 	 	Title:  	Senior Vice President and Chief

Financial Officer 	 
	 
	 	ALION-METI CORPORATION,

 	 
	 	By  	
 	 
	 	  	    /s/ Michael J. Alber
 	 
	 	 	Name:  	Michael J. Alber 	 
	 	 	Title:  	Treasurer 	 
	 
	 	ALION-CATI CORPORATION,

 	 
	 	By  	
 	 
	 	  	    /s/ Michael J. Alber
 	 
	 	 	Name:  	Michael J. Alber 	 
	 	 	Title:  	Treasurer 	 
	 
	 	ALION-JJMA CORPORATION,

 	 
	 	By  	
 	 
	 	  	    /s/ Michael J. Alber
 	 
	 	 	Name:  	Michael J. Alber 	 
	 	 	Title:  	Treasurer 	 
	 
	 	ALION-BMH CORPORATION,

 	 
	 	By  	
 	 
	 	  	    /s/ Michael J. Alber
 	 
	 	 	Name:  	Michael J. Alber 	 
	 	 	Title:  	Treasurer 	 


 


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	 	WASHINGTON CONSULTING, INC.,

 	 
	 	By  	
 	 
	 	  	    /s/ Michael J. Alber
 	 
	 	 	Name:  	Michael J. Alber 	 
	 	 	Title:  	Treasurer 	 
	 
	 	ALION-MA&D CORPORATION,

 	 
	 	By  	
 	 
	 	  	    /s/ Michael J. Alber
 	 
	 	 	Name:  	Michael J. Alber 	 
	 	 	Title:  	Treasurer 	 
	 
	 	WASHINGTON CONSULTING GOVERNMENT
SERVICES, INC.,

 	 
	 	By  	
 	 
	 	  	    /s/ Joshua J. Izenberg
 	 
	 	 	Name:  	Joshua J. Izenberg 	 
	 	 	Title:  	Secretary 	 
	 
	 	ALION — IPS CORPORATION,

 	 
	 	By  	
 	 
	 	  	    /s/ Michael J. Alber
 	 
	 	 	Name:  	Michael J. Alber 	 
	 	 	Title:  	Treasurer 	 
	 
	 	ALION CANADA (US) CORPORATION,

 	 
	 	By  	
 	 
	 	  	    /s/ Michael J. Alber
 	 
	 	 	Name:  	Michael J. Alber 	 
	 	 	Title:  	Treasurer 	 


 


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	 	CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH, individually as a Lender and as

Administrative Agent,

 	 
	 	By  	
 	 
	 	  	    /s/ Ari Bruger
 	 
	 	 	Name:  	Ari Bruger 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By  	
 	 
	 	  	          /s/ Kevin Buddhdew
 	 
	 	 	Name:  	Kevin Buddhdew 	 
	 	 	Title:  	Associate 	 
	 
	 	GOLDEN GATE CAPITAL, as a Lender,

 	 
	 	By  	
 	 
	 	  	    /s/ Rob Stobo
 	 
	 	 	Name:  	Rob Stobo 	 
	 	 	Title:  	Manager 	 
	 



 


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