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Exhibit 10.75
  CREDIT SUISSE SECURITIES (USA) LLC
    
    CREDIT SUISSEEleven Madison Avenue
    
    Eleven Madison AvenueNew York, NY 10010
    
    New York, NY 10010
 CONFIDENTIAL
  
 Attention:
    
    John M. Hughes
Chief Financial Officer
 Alion Science and Technology Corporation  $50,000,000 Senior Secured Incremental Term Loan Facility  $175,000,000 Senior Unsecured Increasing Rate Bridge Facility  $310,000,000 Senior Secured Replacement Bank Facilities  Commitment Letter
  Credit
Agreement Borrower you Lenders CS Commitment Letter Senior Facilities Term
Sheet Bridge Facility Term Sheet Term
Sheets 
 CS Securities Credit Suisse we us Acquisition Seller Fee Letter Incremental Term Facility




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Bridge Loans Bridge Facility Proposed Amendment Replacement Bank Facilities Facilities
   New Lenders




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Projections Information




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Indemnified
Person




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THIS
COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.




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provided Confidentiality
   PATRIOT Act




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Very truly yours,CREDIT SUISSE SECURITIES (USA) LLCby/s/ Christopher G. CunninghamName: Christopher G. CunninghamTitle: Managing DirectorCREDIT SUISSE, CAYMAN ISLANDS BRANCHby/s/ Robert HetuName: Robert HetuTitle: Managing DirectorBy/s/ Cassandra DrooganName: Cassandra DrooganTitle: Vice President
 Accepted and agreed as of the date first above written:ALION SCIENCE AND TECHNOLOGY CORPORATIONby
    
    /s/ John M. HughesName: John M. HughesTitle: Executive Vice President and CFO




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CONFIDENTIAL
May 25, 2006
    
    EXHIBIT A
 Alion Science and Technology Corporation  $310,000,000 Senior Secured Replacement Bank Facilities  Summary of Principal Terms and Conditions
 Borrower:
    
    Alion Science and Technology Corporation, a
Delaware corporation (the Borrower).Transactions:
    
    The Borrower intends to enter into a Purchase
Agreement (the Purchase Agreement) with Anteon
Corporation (the Seller), pursuant to which
the Borrower will acquire (the Acquisition)
all of the Sellers rights, and assume the
Sellers obligations, under certain government
contracts (the Anteon Contracts) in
consideration of the payment by the Borrower to
the Seller of approximately $225,000,000 in cash
(the Acquisition Consideration). In
connection with the foregoing, (a) the Borrower
will obtain Senior Unsecured Term Loans in an
aggregate amount of $175,000,000 (the Senior
Unsecured Term Loans), (b) either (i) the
Borrowers existing Credit Agreement dated as of
August 2, 2004, as amended (the Existing Credit
Agreement) will be amended to, among other
things, permit the Acquisition and the financing
therefor and the Borrower will (x) obtain an
Incremental Term Facility under the Existing
Credit Agreement, as so amended, in the
aggregate amount of $50,000,000, and (y) borrow
$21,000,000 of delayed draw term loans (the
Delayed Draw Term Loans) thereunder, or (ii)
the Borrower will prepay in full, and terminate,
the Existing Credit Agreement, using the
proceeds of the Replacement Bank Facilities
described below under the caption Replacement
Bank Facilities, and (c) fees and expenses
incurred in connection with the foregoing will
be paid. The transactions described in this
paragraph are collectively referred to herein as
the Transactions.Sources and Uses:
    
    The approximate sources and uses of the funds
necessary to consummate the Transactions are set
forth on Exhibit C to the Commitment Letter (the
Commitment Letter) to which this Term Sheet is
attached.Agent:
    
    Credit Suisse, acting through one or more of its
branches or affiliates (CS), will act as sole
and exclusive administrative agent and
collateral agent (collectively, the Agent) for
a syndicate of banks, financial institutions and
other institutional lenders




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(together with CS,
the Lenders), and will perform the duties
customarily associated with such roles.Sole Bookrunner and Sole Lead Arranger:
    
    Credit Suisse Securities (USA) LLC will act as
sole bookrunner and sole lead arranger for the
Senior Facilities described below (the
Arranger), and will perform the duties
customarily associated with such roles.Syndication Agent:
    
    
    
    At the option of the Arranger, a financial
institution identified by the Arranger and
acceptable to the Borrower (the Syndication
Agent).Documentation Agent:
    
    
    
    At the option of the Arranger, a financial
institution identified by the Arranger and
acceptable to the Borrower (the Documentation
Agent).Replacement Bank Facilities:
    
    (A)
    
    A senior secured term loan facility in an
aggregate principal amount of up to $260,000,000
(the Term Facility).(B)
    
    A senior secured revolving credit facility in an
aggregate principal amount of up to $50,000,000
(the Revolving Facility and, together with the
Term Facility, the Senior Facilities), of
which up to $5,000,000 will be available in the
form of letters of credit.In connection with the Revolving Facility, CSFB
(in such capacity, the Swingline Lender) will
make available to the Borrower a swingline
facility under which the Borrower may make
short-term borrowings of up to $5,000,000.
Except for purposes of calculating the
Commitment Fee described below, any such
swingline borrowings will reduce availability
under the Revolving Facility on a
dollar-for-dollar basis. Each Lender under the
Revolving Facility shall, promptly upon request
by the Swingline Lender, fund to the Swingline
Lender its pro rata share of any swingline
borrowings.Purpose:
    
    (A)
    
    The proceeds of the Term Facility will be used
by the Borrower on the date of the initial
borrowing under the Senior Facilities (the
Closing Date), solely (a) to refinance the
Existing Credit Agreement and (b) together with
the proceeds of the Senior Unsecured Term Loans,
(i) to finance the Acquisition and (ii) to pay
related fees and expenses.




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(B)
    
    The proceeds of loans under the Revolving
Facility will be used by the Borrower solely for
working capital and other general corporate
purposes, including for Permitted Acquisitions
(as defined below).(C)
    
    Letters of credit will be used solely to support
payment obligations incurred in the ordinary
course of business by the Borrower and its
subsidiaries.Availability:
    
    (A)
    
    The full amount of the Term Facility will be
drawn in a single drawing on the Closing Date.
Amounts borrowed under the Term Facility that
are repaid or prepaid may not be reborrowed.(B)
    
    No loans under the Revolving Facility may be
made on the Closing Date. Thereafter, loans
under the Revolving Facility will be available
at any time prior to the final maturity of the
Revolving Facility, in minimum principal amounts
to be agreed upon. Amounts repaid under the
Revolving Facility may be reborrowed.Incremental Term Facility:
    
    The definitive credit agreement for the Senior
Facilities will provide for an uncommitted
incremental term loan facility in an aggregate
principal amount not to exceed $200,000,000.Interest Rates and Fees:
    
    
    
    As set forth on Annex I hereto.Default Rate:
    
    
    
    The applicable interest rate plus 2.0% per annum.Letters of Credit:
    
    
    
    Letters of credit under the Revolving Facility
will be issued by CS or another Lender
acceptable to the Borrower and the Agent (the
Issuing Bank). Each letter of credit shall
expire not later than the earlier of (a) 12
months after its date of issuance and (b) the
fifth business day prior to the final maturity
of the Revolving Facility; provided, however,
that any letter of credit may provide for
renewal thereof for additional periods of up to
12 months (which in no event shall extend beyond
the date referred to in clause (b) above).Drawings under any letter of credit shall be
reimbursed by the Borrower on the same business
day. To the extent that the Borrower does not
reimburse the Issuing Bank on the same business
day, the Lenders under the Revolving Facility
shall be irrevocably obligated to reimburse the
Issuing Bank




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pro rata based upon their
respective Revolving Facility commitments.The issuance of all letters of credit shall be
subject to the customary procedures of the
Issuing Bank.Final Maturity
and Amortization:
    
    (A)
    
    Term FacilityThe Term Facility will mature on the date that
is five years after the Closing Date, and will
amortize in equal quarterly installments in an
aggregate annual amount equal to 1% of the
original principal amount of the Term Facility
with the balance payable at the Maturity
thereof.(B)
    
    Revolving FacilityThe Revolving Facility will mature on the date
that is five years after the Closing Date.Guarantees:
    
    
    
    All obligations of the Borrower under the
Facilities and under any interest rate
protection or other hedging arrangements entered
into with a Lender or any affiliate thereof
(Hedging Arrangements) will be unconditionally
guaranteed (the Guarantees) by each existing
and subsequently acquired or organized domestic
and, to the extent no adverse tax consequences
to the Borrower would result therefrom, foreign
subsidiary of the Borrower (the Subsidiary
Guarantors).Security:
    
    
    
    The Facilities, the Guarantees and any Hedging
Arrangements will be secured by substantially
all the assets of the Borrower and each
Subsidiary Guarantor (collectively, the
Collateral), including but not limited to: (a)
a perfected first-priority pledge of all the
capital stock or other equity interests held by
the Borrower or any Subsidiary Guarantor (which
pledge, in the case of any foreign subsidiary,
shall be limited to 100% of the non-voting stock
or other equity interests (if any) and 65% of
the voting stock or other equity interests of
such foreign subsidiary to the extent the pledge
of any greater percentage would result in
adverse tax consequences to the Borrower) and
(b) perfected first-priority security interests
in, and mortgages on, substantially all tangible
and intangible assets of the Borrower and each
Subsidiary Guarantor (including but not limited
to accounts receivable, inventory, equipment,
general intangibles, investment property,
intellectual property, real




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property, cash,
commercial tort claims, letter of credit rights,
intercompany notes and proceeds of the
foregoing) except for those assets for which the
Agent shall determine, in its reasonable
judgment, that the costs of obtaining such
security interest are excessive in relation to
the value of the security afforded thereby.All the above-described pledges, security
interests and mortgages shall be created on
terms, and pursuant to documentation, consistent
with those under the Existing Credit Agreement
or otherwise satisfactory to the Borrower and
the Lenders, and, subject to customary and
limited exceptions to be agreed upon,
none of the Collateral shall be subject to
any other pledges, security interests or
mortgages.Mandatory Prepayments:
    
    Loans under the Term Facility shall be prepaid
with (a) 50% of Excess Cash Flow (as defined in
the Existing Credit Agreement) for each fiscal
year, reducing to 25% if the Leverage Ratio (as
defined in the Existing Credit Agreement) at the
end of such fiscal year was less than 2.0 to
1.0, (b) 100% of the net cash proceeds of all
non-ordinary course asset sales or other
dispositions of property by the Borrower and its
subsidiaries (including insurance and
condemnation proceeds) (subject to exceptions
and reinvestment provisions as provided for in
the Existing Credit Agreement), (c) 100% of the
net cash proceeds of issuances of debt
obligations of the Borrower and its subsidiaries
(subject to exceptions as provided for in the
Existing Credit Agreement), (d) 50% of the net
cash proceeds of issuances of equity securities
of the Borrower and its subsidiaries (subject to
exceptions as provided for in the Existing
Credit Agreement, including an exception for
issuances of equity pursuant to the Borrowers
Employee Stock Ownership Plan (the ESOP) and
reducing to 25% if the Leverage Ratio at the
time would be less than 2.0 to 1.0), and (e)
100% of the amount of any purchase price
adjustment received by the Borrower or any of
its subsidiaries in cash pursuant to the
Purchase Agreement.The above-described mandatory prepayments shall
be applied first to any amortization payments
payable in the immediately succeeding 24 months
and thereafter, pro rata to the remaining
amortization payments thereunder.




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Voluntary Prepayments and Reductions in
Commitments:
    
    Voluntary reductions of the unutilized portion
of the Facilities commitments and prepayments of
borrowings will be permitted at any time, in
minimum principal amounts of $1,000,000, without
premium or penalty, subject to reimbursement of
the Lenders breakage costs in the case of a
prepayment of Adjusted LIBOR borrowings other
than on the last day of the relevant interest
period. All voluntary prepayments of the Term
Facility will be applied to the remaining
amortization payments thereunder as directed by
the Borrower.Representations and Warranties:
    
    Substantially as provided for in the Existing
Credit Agreement, including accuracy of
financial statements and other information; no
material adverse change; absence of litigation;
no violation of material agreements or
instruments; compliance with laws (including
ERISA, margin regulations and environmental
laws); payment of taxes; ownership of
properties; inapplicability of the Investment
Company Act; solvency; effectiveness of
governmental approvals; labor matters;
environmental and other regulatory matters; and
validity, priority and perfection of security
interests in the Collateral.Conditions Precedent to Initial Borrowing:
    
    Usual for facilities and transactions of this
type, including delivery of satisfactory legal
opinions; first-priority perfected security
interests in the Collateral (free and clear of
all liens, other than permitted liens); delivery
of Assignment of Claims Act filings; execution
of the Guarantees, which shall be in full force
and effect; accuracy of representations and
warranties; absence of defaults, prepayment
events or creation of liens under debt
instruments or other agreements; evidence of
authority; absence of material adverse change;
payment of fees and expenses; and obtaining of
satisfactory insurance.The initial borrowing under the Senior
Facilities will also be subject to the
applicable conditions precedent set forth in
Exhibit D to the Commitment Letter.Conditions Precedent to all Borrowings:
    
    Delivery of notice, accuracy of representations
and warranties and absence of defaults.Affirmative Covenants:
    
    Substantially as provided for in the Existing
Credit Agreement, including maintenance of
corporate existence and rights; performance of
material obligations; delivery of annual and
quarterly financial statements, other financial
information and




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information required under the
PATRIOT Act; delivery of notices of default,
litigation, ERISA events and material adverse
change; maintenance of properties in good
working order; maintenance of satisfactory
insurance; use of commercially reasonable
efforts to maintain a rating of the Facilities
by each of Standard & Poors Ratings Service
(S&P) and Moodys Investors Service, Inc.
(Moodys); compliance with laws; inspection of
books and properties; hedging arrangements;
further assurances; and payment of taxes.Negative Covenants:
    
    Substantially similar to the Existing Credit
Agreement (as modified to give effect to the
Transactions), including limitations on
dividends on, and redemptions and repurchases
of, capital stock (except as required pursuant
to ERISA, the ESOP and other existing
contractual and statutory obligations);
limitations on prepayments, redemptions and
repurchases of debt (other than loans under the
Senior Facilities); limitations on liens and
sale-leaseback transactions; limitations on
loans and investments; limitations on debt,
guarantees and hedging arrangements; limitations
on mergers, acquisitions and asset sales;
limitations on transactions with affiliates;
limitations on changes in business conducted by
the Borrower and its subsidiaries; limitations
on amendments of debt and other material
agreements; and limitations on capital
expenditures.Notwithstanding the foregoing, the Borrower will
be permitted to make Permitted Acquisitions,
as defined in the Existing Credit Agreement,
which includes the following principal elements: (a) the acquired entity is a business unit, or
would become a wholly owned subsidiary of the
Borrower, and is in a similar line of business;
(b) no default or event of default shall have
occurred and be continuing and the Borrower
would be in pro forma compliance with its
covenants; (c) on a pro forma basis, the
Borrowers ratio of Total Debt to EBITDA would
be at least 0.25 to 1.00 lower than the required
covenant level at the time; and (d) after giving
effect to the acquisition and the financing
therefor, there would be at least $5,000,000 of
available commitments under the Revolving
Facility.




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Selected Financial Covenants:
    
    The definitive credit documentation for the
Facilities will contain the following financial
covenants (with financial definitions and levels
to be agreed upon): (a) maximum ratios of Total
Debt to EBITDA and (b) minimum interest coverage
ratios.Events of Default:
    
    Substantially as provided for in the Existing
Credit Agreement, including nonpayment of
principal, interest or other amounts; violation
of covenants; incorrectness of representations
and warranties in any material respect; cross
default and cross acceleration; bankruptcy;
material judgments; ERISA events; actual or
asserted invalidity of guarantees or security
documents; and Change of Control (as defined in
the Existing Credit Agreement).Voting:
    
    Amendments and waivers of the definitive credit
documentation will require the approval of
Lenders holding more than 50% of the aggregate
amount of the loans and commitments under the
Senior Facilities (with certain amendments and
waivers also requiring class votes), except that
the consent of each Lender directly adversely
affected thereby shall be required with respect
to, among other things, (a) increases in the
commitment of such Lender, (b) reductions of
principal, interest or fees, (c) extensions of
final maturity or scheduled amortization and (d)
releases of guarantors or all or substantially
all of the Collateral.Yield Protection and Illegality:
    
    Substantially as provided for in the Existing
Credit Agreement, including protection with
respect to breakage costs, changes in capital
requirements or their interpretation, changes in
circumstances, reserves, illegality and taxes.Assignments and Participations:
    
    The Lenders will be permitted to assign loans
and commitments under the Senior Facilities to
other Lenders or their affiliates without the
consent of the Borrower and to other persons
with the consent of the Borrower (and, if a
Revolving Facility commitment is being assigned,
the Swingline Lender and the Issuing Bank), in
each case not to be unreasonably withheld or
delayed; providedthat the consent of the
Borrower shall not be required after the
occurrence and during the continuance of an
Event of Default. All assignments will require
the consent of the Agent, not to be unreasonably
withheld or delayed. Each assignment will be in
an amount of an integral multiple of $1,000,000.
Assignments will be by




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novation and will not be
required to be pro rata between the Senior
Facilities.The Lenders will be permitted to sell
participations in loans and commitments without
restriction. Voting rights of participants
shall be limited to matters in respect of (a)
increases in commitments, (b) reductions of
principal, interest or fees, (c) extensions of
final maturity or scheduled amortization and (d)
releases of guarantors or all or substantially
all of the Collateral.Expenses and Indemnification:
    
    The Borrower will indemnify the Arranger, the
Agent, the Syndication Agent, the Documentation
Agent and the Lenders and hold them harmless
from and against all reasonable costs, expenses
(including reasonable fees, disbursements and
other reasonable charges of counsel) and
liabilities of the Arranger, the Agent, the
Syndication Agent, the Documentation Agent and
the Lenders arising out of or relating to any
claim or any litigation or other proceeding
(regardless of whether the Arranger, the Agent,
the Syndication Agent, the Documentation Agent
or any Lender is a party thereto) that relates
to the Transactions, including the financing
contemplated hereby or any transactions
connected therewith, providedthat none of the
Arranger, the Agent, the Syndication Agent, the
Documentation Agent or any Lender will be
indemnified for any cost, expense or liability
to the extent determined in the final,
non-appealable judgment of a court of competent
jurisdiction to have resulted from its gross
negligence or willful misconduct. In addition,
all reasonable out-of-pocket expenses
(including, without limitation, reasonable fees,
disbursements and other charges of counsel) of
the Arranger, the Agent, the Syndication Agent,
the Documentation Agent and the Lenders for
enforcement costs and documentary taxes
associated with the Senior Facilities will be
paid by the Borrower.Governing Law and Forum:
    
    New York.Counsel to Agent and Arranger:
    
    Cravath, Swaine & Moore LLP.




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Interest Rates:
    
    The interest rates under the Senior Facilities will be as follows:Term FacilityAt the option of the Borrower, Adjusted LIBOR
plus 2.50% or ABR plus 1.50%.Revolving FacilityAt the option of the Borrower, Adjusted LIBOR
plus 2.75% or ABR plus 1.75%Both FacilitiesThe Borrower may elect interest periods of 1,
2, 3 or 6 months (or, if agreed to by all
relevant Lenders, 9 or 12 months) for Adjusted
LIBOR borrowings.Calculation of interest shall be on the basis
of the actual days elapsed in a year of 360
days (or 365 or 366 days, as the case may be,
in the case of ABR loans based on the Prime
Rate) and interest shall be payable at the end
of each interest period and, in any event, at
least every 3 months.ABR is the Alternate Base Rate, which is the
higher of CSFBs Prime Rate and the Federal
Funds Effective Rate plus 1/2 of 1.0%.Adjusted LIBOR will at all times include
statutory reserves.Letter of Credit Fee:
    
    A per annum fee equal to the spread over
Adjusted LIBOR under the Revolving Facility
will accrue on the aggregate face amount of
outstanding letters of credit under the
Revolving Facility, payable in arrears at the
end of each quarter and upon the termination of
the Revolving Facility, in each case for the
actual number of days elapsed over a 360-day
year. Such fees shall be distributed to the
Lenders participating in the Revolving Facility
pro rata in accordance with the amount of each
such Lenders Revolving Facility commitment.
In addition, the Borrower shall pay to the
Issuing Bank, for its own account, (a) a
fronting fee equal to a percentage per annum to
be agreed upon of the aggregate face amount of
outstanding letters of credit, payable in
arrears at the end of each quarter and upon the
termination of the Revolving Facility,
calculated based upon the actual number of days
elapsed over a 360-day year, and (b) customary
issuance and administration fees.Commitment Fees:
    
    0.50% per annum on the undrawn portion of the
commitments in respect of the Senior
Facilities, payable




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quarterly in arrears after
the Closing Date and upon the termination of
the commitments, calculated based on the number
of days elapsed in a 360-day year.Changes in Interest Rates:
    
    The definitive documentation for the Senior
Facilities will contain provisions under which,
from and after the date of delivery of the
Borrowers financial statements covering a
period of at least six full months after the
Closing Date, and so long as no default shall
have occurred and be continuing, interest rates
under the Revolving Facility will be subject to
reduction in increments to be agreed upon based
upon performance goals to be agreed upon.




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CONFIDENTIAL
May 25, 2006
    
    EXHIBIT B
 Alion Science and Technology Corporation  $175,000,000 Senior Unsecured Increasing Rate Bridge Loans  Summary of Principal Terms and Conditions 1
 Borrower:
    
    Alion Science and Technology Corporation, a Delaware
corporation (the Borrower).Agent:
    
    Credit Suisse, acting through one or more of its
branches or affiliates (CS), will act as sole
administrative agent (in such capacity, the Agent)
for a syndicate of banks, financial institutions and
other institutional lenders (together with CS, the
Lenders), and will perform the duties customarily
associated with such roles.Sole Bookrunner and Sole Lead
Arranger:
    
    Credit Suisse Securities (USA) LLC will act as sole
bookrunner and sole lead arranger for the Senior
Unsecured Increasing Rate Bridge Facility described
below (collectively, in such capacities, the
Arranger), and will perform the duties customarily
associated with such roles.Syndication Agent:
    
    At the option of the Arranger, one or more financial
institutions identified by the Arranger and acceptable
to the Borrower (in such capacity, the Syndication
Agent).Documentation Agent:
    
    At the option of the Arranger, one or more financial
institutions identified by the Arranger and acceptable
to the Borrower (in such capacity, the Documentation
Agent).Senior Unsecured Bridge Facility:
    
    Senior unsecured increasing rate bridge loans in an
aggregate principal amount of up to $175,000,000 (the
Senior Unsecured Term Loans).Purpose:
    
    The proceeds of the Senior Unsecured Term Loans will be
used by the Borrower on the Closing Date, together with
the proceeds of the Incremental Term Facility, solely
(a) to pay the Acquisition Consideration, (b) to prepay
loans outstanding under the Existing Credit Agreement
and (c) to pay related fees and expenses.
 
 1
    
    All capitalized terms used but not defined herein have the meanings given to them
in the Commitment Letter to which this term sheet is attached,
including Exhibit A thereto.




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Availability:
    
    The full amount of the Senior Unsecured Term Loans must
be drawn in a single drawing on the date of the
borrowing of the Senior Unsecured Term Loans (the
Closing Date). Senior Unsecured Term Loans that are
repaid or prepaid may not be reborrowed.Guarantees:
    
    Each existing and subsequently acquired or organized
subsidiary of the Borrower that is or that is required
to be a Subsidiary Guarantor under and as defined in
the Existing Credit Agreement will guarantee (the
Guarantees) the Senior Unsecured Term Loans.Interest Rates:
    
    Interest for the six-month period commencing on the
Closing Date shall be paid at the London interbank
offered rate for U.S. dollars (for a three-month
interest period) (the LIBO Rate) plus 550 basis
points. Thereafter, interest shall be paid at (a) for
the six-month period commencing on the six-month
anniversary of the Closing Date, the LIBO Rate plus 625
basis points and (b) for the six-month period
commencing on the first anniversary of the Closing
Date, the LIBO Rate plus 700 basis points. Any
Extended Loans (as defined below) shall bear interest
at the LIBO Rate plus 900 basis points; providedthat
the portion of any interest payment representing a per
annum interest rate in excess of the LIBO Rate plus 700
basis points shall be paid by capitalizing such excess
portion of interest as additional Extended Loans. All
references herein to Extended Loans shall include
additional Extended Loans owed and outstanding as a
result of the preceding sentence.Interest Payments:
    
    Interest on the Loans (as defined below) will be
payable in cash (except as provided above), quarterly
in arrears.Default Rate:
    
    The applicable interest rate plus 2.0%.Notwithstanding anything to the contrary set forth
herein, in no event shall any limit upon the amount of
interest payable in cash with respect to the Extended
Loans affect the payment in cash of any default rate of
interest in respect of any Extended Loans.Initial Maturity Date:
    
    The eighteen-month anniversary of the Closing Date (the
Initial Maturity Date).Exchange:
    
    If the Senior Unsecured Term Loans have not been
previously repaid or prepaid in full in cash on or
prior to the Initial Maturity Date (with such
non-payment on such date not being an event of
default), the maturity of




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the Senior Unsecured Term
Loans shall automatically be extended to the date that
is five years and six months following the Closing Date
(the Extended Loan Maturity Date; such extended
Senior Unsecured Term Loans, the Extended Loans and,
together with the Senior Unsecured Term Loans, the
Loans). Extended Loans will bear interest as
described above and will have covenants, events of
default and mandatory redemption provisions identical
to the Senior Unsecured Term Loans except to the extent
set forth herein.Extended Loan Maturity Date:
    
    The Borrower shall repay the Extended Loans in full in
cash on the Extended Loan Maturity Date at a price
(expressed as a percentage of the outstanding principal
amount of such Extended Loans) of 103%.Mandatory Prepayments:
    
    The Loans shall be prepaid with, subject to certain
exceptions to be agreed upon, (i) the net proceeds from
the issuance, offering or placement of any debt
obligations or equity securities by the Borrower or any
of its subsidiaries, other than borrowings under the
Existing Credit Agreement (with such proceeds being
applied to repay the Loans prior to the repayment of
loans outstanding under the Existing Credit Agreement);
and (ii) the net proceeds from any asset sales by the
Borrower or any of its subsidiaries (including proceeds
from the sale of stock of any subsidiary of the
Borrower) in excess of the amount required to be paid
to the lenders under the Existing Credit Agreement.
Such mandatory prepayments made pursuant to clauses (i)
or (ii) of the preceding sentence during the periods
set forth below shall be payable at the prices set
forth below:
 Months after Closing Date
    
    Price20-6
    
    100%7-12
    
    101%13-18
    
    102%19-30
    
    101%31-42
    
    102%43-Extended Loan Maturity Date
    
    103%
 Change of Control:
    
    The Borrower will be required to offer to prepay the
Loans following the occurrence of a Change of Control
(to be defined) at 100% of the outstanding principal
 
 2
    
    Price is expressed as a percentage of the
aggregate principal amount of Loans being prepaid.




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##### 



amount thereof (if such Change of Control occurs prior
to the Initial Maturity Date) or at 101% of the
outstanding principal amount thereof (if such Change of
Control occurs on or after the Initial Maturity Date).Voluntary Prepayments:
    
    The Senior Unsecured Term Loans may be prepaid, in
whole or in part, upon not less than 5 days prior
written notice, at the option of the Borrower at any
time during the periods set forth below at the prices
set forth below:
 Months after Closing Date
    
    Price30-6
    
    100%7-12
    
    101%13-Initial Maturity Date
    
    102%
 The Extended Loans may be prepaid, in whole or in part,
upon not less than 5 days prior written notice, at the
option of the Borrower at any time during the periods
set forth below at the prices set forth below:
 Months after Closing Date
    
    Price419-30
    
    101%31-42
    
    102%43-Extended Loan Maturity Date
    
    103%
 Assignments and Participations:
    
    Each Lender shall have the absolute and unconditional
right to assign or participate the Loans held by it in
compliance with applicable law to any third party at
any time and shall give notice to the Borrower of any
such assignment.Representations and Warranties:
    
    The definitive documentation relating to the Loans (the
Loan Documents) will contain representations and
warranties relating to the Borrower and its
subsidiaries that are usual and customary for
transactions of this nature or required by the Agent
for this transaction in particular, including but not
limited to those set forth in the Existing Credit
Agreement, with such changes as are appropriate in
connection with the Loans.
 
 3
    
    Price is expressed as a percentage of the
aggregate principal amount of Senior Unsecured Term Loans being prepaid.4
    
    Price is expressed as a percentage of the aggregate principal amount
of Senior Unsecured Term Loans being prepaid.




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##### 



Conditions Precedent to
Borrowing:
    
    Usual for facilities and transactions of this type and
others to be reasonably specified by the Agent,
including, without limitation, delivery of satisfactory
legal opinions, corporate documents and officers and
public officials certifications; execution of the
Guarantees, which shall be in full force and effect;
evidence of authority; and payment of fees and
expenses.The borrowing under the Senior Unsecured Term Facility
will also be subject to the applicable conditions
precedent set forth in Exhibit D to the Commitment
Letter.Covenants:
    
    The Loan Documents will contain covenants relating to
the Borrower and its subsidiaries that are usual and
customary for transactions of this nature or required
by the Agent for this transaction in particular,
including but not limited to those set forth in the
Existing Credit Agreement, with such changes as are
appropriate in connection with the Loans.Events of Default:
    
    Customary for the type of transactions proposed and
others to be reasonably specified by the Agent relating
to the Borrower and its subsidiaries (subject, where
appropriate, to thresholds and grace periods to be
agreed upon), including, but not limited to, nonpayment
of principal, interest or other amounts; violation of
covenants; incorrectness of representations and
warranties in any material respect; cross default and
cross acceleration; bankruptcy; material judgments;
ERISA events; or actual or asserted invalidity of
guarantees.Voting:
    
    Amendments and waivers of the Loan Documents will
require the approval of Lenders holding more than 50%
of the aggregate amount of the Loans, except that the
consent of each Lender shall be required with respect
to, among other things, (a) reductions of principal,
interest or fees payable to such Lender, (b) extensions
of the Initial Maturity Date or the Extended Loan
Maturity Date, as applicable, and (c) releases of all
or substantially all of the value of the Guarantees.Cost and Yield Protection:
    
    Usual for facilities and transactions of this type,
including customary tax gross-up provisions.Expenses and Indemnification:
    
    The Borrower will indemnify the Arranger, the Agent,
the Syndication Agent, the Documentation Agent, the




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##### 



Lenders, their respective affiliates, successors and
assigns and the officers, directors, employees, agents,
advisors, controlling persons and members of each of
the foregoing (each an Indemnified Person) and hold
them harmless from and against all costs, expenses
(including reasonable fees, disbursements and other
charges of counsel) and liabilities of such Indemnified
Person arising out of or relating to any claim or any
litigation or other proceeding (regardless of whether
such Indemnified Person is a party thereto) that
relates to the Transactions, including the financing
contemplated hereby, the Acquisition or any
transactions connected therewith, providedthat no
Indemnified Person will be indemnified for any cost,
expense or liability to the extent determined in the
final, non-appealable judgment of a court of competent
jurisdiction to have resulted primarily from its gross
negligence or willful misconduct. In addition, all
out-of-pocket expenses (including, without limitation,
fees, disbursements and other charges of counsel) of
the Arranger, the Agent, the Syndication Agent, the
Documentation Agent and the Lenders for enforcement
costs and documentary taxes associated with the Loans
will be paid by the Borrower.Governing Law:
    
    New York.Counsel to the Agent and the
Arranger:
    
    Cravath, Swaine & Moore LLP.




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##### 



Sources of Funds
    
    
    
    
    
    Uses of FundsRevolving Facility1
    
    $
    0.0
    
    
    Acquisition Consideration
    
    $
    225.0Delayed Draw Term Loans
    
    
    21.0Incremental Term Facility2
    
    
    50.0
    
    
    Prepay Existing Revolving Facility
    
    
    10.0Senior Unsecured
Bridge Facility
    
    
    175.0
    
    
    Transaction Costs
    
    
    11.0Total Sources
    
    $
    246.0
    
    
    Total Uses
    
    $
    246.0
 
 1
    
    Represents amount to be drawn under the $50,000,000 Revolving Facility on the Closing Date.2
    
    Assumes Proposed Amendment is obtained and Replacement Bank Facilities not provided.




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##### 



Alion Science and Technology Corporation  $50,000,000 Senior Secured Incremental Term Facility  $175,000,000 Senior Unsecured Increasing Rate Bridge Facility  $310,000,000 Senior Secured Replacement Bank Facilities  Summary of Additional Conditions Precedent 1
    Pro Forma EBITDA
   
 1
    
    All capitalized terms used but not defined
herein have the meanings given to them
in the Commitment Letter, including Exhibit A thereto, to which this
Exhibit D is
attached.




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