exv10w33



 





EXHIBIT 10.33



AMENDMENT NO. 3

to

CREDIT AGREEMENT




          THIS
AMENDMENT NO. 3 TO CREDIT AGREEMENT (the “Amendment”) is made as of
May 28, 2004 by and among ALION SCIENCE AND TECHNOLOGY CORPORATION (the
“Borrower”), the institutions listed on the signature pages hereof (the
“Lenders”), and LASALLE BANK NATIONAL ASSOCIATION, in its individual capacity
as a Lender and in its capacity as contractual representative (the
“Administrative Agent”) under that certain Credit Agreement dated as of
December 20, 2002 by and among the Borrower, the institutions from time to time
parties thereto as lenders, and the Administrative Agent (as amended by an
Amendment No. 1 dated as of February 6, 2004, and by an Amendment No. 2 dated
as of March 31, 2004, and as further amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”). Defined terms
used herein and not otherwise defined herein shall have the meaning given to
them in the Credit Agreement.



WITNESSETH




           
    WHEREAS, the Borrower, the Lenders, and the Administrative Agent are
parties to the Credit Agreement; and



     
          WHEREAS, the
Borrower has requested that the Administrative Agent and the
Request Lenders amend the Credit Agreement and grant a consent, in each case,
on the terms and conditions set forth herein; and



         
      WHEREAS, the Borrower, the Request Lenders, and the Administrative Agent
have agreed to amend the Credit Agreement and grant the consent, in each case,
on the terms and conditions set forth herein;



           
    NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto have agreed to the following amendments to the Credit
Agreement:



           
    1. Amendments to the Credit Agreement. Effective as of February 11, 2004,
notwithstanding that certain Amendment No. 2, dated as of March 31, 2004, by
and among the Borrower, the Lenders and the Administrative Agent, and subject
to the satisfaction of the conditions precedent set forth in Section 4 below,
the Credit Agreement is hereby amended as follows:





	 	1.1.	 	Section 1.01 of the Credit Agreement is hereby amended by
adding the following term to such Section in proper alphabetical
order:






 









 






	 	 	 	“Amstutz Note” means that certain note due 2009, issued by the
Borrower in the aggregate principal amount of $750,000.00 and
purchased by Gary Amstutz, as amended, supplemented or modified in
accordance with Section 7.3(BB) hereof.
	 
	 	1.2.	 	Section 1.01 of the Credit Agreement is hereby amended by
deleting the defined term “Subordinated Notes” thereof in its
entirety and replacing it with the following:
	 
	 	 	 	“Subordinated Notes” means, collectively, the
Senior Subordinated
Notes, the Junior Subordinated Notes and the Amstutz Note.
	 
	 	1.3.	 	Section 1.01 of the Credit Agreement is hereby amended by
deleting the defined term “Transaction Documents” thereof in its
entirety and replacing it with the following:
	 
	 	 	 	“Transaction Documents” means the Loan Documents and the documents
executed and delivered, or adopted, by the Borrower or any of its
Subsidiaries or the ESOT Trustee or the ESOP Fiduciary in
connection with the IITRI Acquisition, the ESOT Transaction and the
issuance of the Senior Subordinated Notes, the Junior Subordinated
Notes and, from and after February 11, 2004 as executed on such
date, the Amstutz Note, including, without limitation, the Asset
Purchase Agreement, the Seller Warrants, the Rights Agreement, the
ESOT Transaction Documents, the Senior Subordinated Notes, the
Junior Subordinated Notes, the Securities Purchase Agreements, and,
from and after February 11, 2004 as executed on such date, the
Amstutz Note, but excluding the ESOP Plan Documents.
	 
	 	1.4.	 	Section 7.3(F) is amended by adding the following subclause
(viii) to such Section:
	 
	 	 	 	(viii) Restricted payments that constitute mandatory payments of
interest due on the Amstutz Note, unless such payments are
prohibited by the terms of such Indebtedness (or any subordination
agreement applicable thereto);
	 
	 	1.5.	 	Section 7.3(F) is amended by deleting the last paragraph
thereof in its entirety and replacing it with the following:
	 
	 	 	 	provided, however, that in no event shall any Restricted Payments
(other than (1) to the Borrower, (2) as permitted by clause (ii)
above, and (3) Restricted Payments resulting from distributions by
the ESOT to participants in the ESOP pursuant to the ESOP Plan
Documents (x) subsequent to the termination by participants in the
ESOP of employment with the Borrower or any Controlled Group member
or (y) as required by Section 401(a)(28) of the Code or any
substantially similar Requirement of Law, and (4) Restricted
Payments resulting from contributions to the ESOT as required under
the ESOP Plan Documents) be declared or made if either a Default or
an Unmatured Default shall have occurred and be continuing at the
date of declaration or payment thereof or would result therefrom;
provided, further, that in no event shall any Restricted




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	 	 	 	Payment be permitted under clauses (v) and (viii) above unless the
Borrower shall have delivered to the Administrative Agent a
compliance certificate in substantially the form of Exhibit H
hereto for the most recently completed fiscal quarter calculated
giving effect to such Restricted Payment as of the last day of such
prior fiscal quarter and certifying that the Borrower is in
compliance with the financial covenants in Section 7.4 as of the
last day of such prior fiscal quarter.





           
    2. Consent. Effective as of the date of this Amendment and subject to
the satisfaction of the conditions precedent set forth in Section 4 below, the
Request Lenders hereby consent to permit the Borrower to suspend its efforts to
enter into Collection Account Agreements with respect to each deposit account
described in Attachment B attached hereto.



           
    3. Conditions of Effectiveness. The effectiveness of this Amendment is
subject to the conditions precedent that the Administrative Agent shall have
received the following:





	 	(a)	 	duly executed originals of this Amendment from each of the
Borrower, the Request Lenders and the Administrative Agent;
	 
	 	(b)	 	duly executed originals of a Reaffirmation in the form of
Attachment A attached hereto from each of the Borrower’s
Subsidiaries identified thereon;
	 
	 	(c)	 	duly executed copy of the Amstutz Note and duly executed
original of that certain Subordination Agreement, executed as of
February 11, 2004, by and between Gary Amstutz and the
Administrative Agent;
	 
	 	(d)	 	duly executed original opinion of Baker & McKenzie, as
counsel to the Borrower, addressed to the Borrower and to the
Administrative Agent and the Lenders;
	 
	 	(e)	 	duly executed copy of an amendment to the Senior Subordinated
Securities Purchase Agreement consenting to the issuance of the
Amstutz Note;
	 
	 	(f)	 	such other documents, instruments and agreements as the
Administrative Agent may reasonably request.





           
    4. Representations and Warranties of the Borrower.





	 	(a)	 	The Borrower hereby represents and warrants that this
Amendment, the attached Reaffirmation and the Credit Agreement, as
previously executed and as amended hereby, constitute legal, valid
and binding obligations of the Borrower and its Subsidiaries parties
thereto and are enforceable against the Borrower and its
Subsidiaries parties thereto in accordance with their terms (except
as enforceability may be limited by bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors’ rights
generally).
	 
	 	(b)	 	Upon the effectiveness of this Amendment and after giving
effect hereto, (i) the Borrower hereby reaffirms all covenants,
representations and warranties made in the Credit Agreement as
amended hereby, and agrees that all such covenants, representations
and warranties shall be true and correct as of the effective date of
this Amendment (unless such representation and warranty is made as
of a specific




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	 	 	 	date, in which case such representation and warranty shall be true
and correct as of such date) and (ii) no Default or Unmatured
Default has occurred and is continuing.





           
    5. References to the Credit Agreement.





	 	(a)	 	Upon the effectiveness of Section 1 hereof, on and after the
date hereof, each reference in the Credit Agreement (including any
reference therein to “this Credit Agreement,” “hereunder,” “hereof,”
“herein” or words of like import referring thereto) or in any other
Loan Document shall mean and be a reference to the Credit Agreement
as amended hereby.
	 
	 	(b)	 	Except as specifically amended above, the Credit Agreement
and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and
effect, and are hereby ratified and confirmed.
	 
	 	(c)	 	The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver
of any right, power or remedy of the Administrative Agent or the
Lenders, nor, except as expressly provided herein in respect of the
Collection Account Agreements, constitute a waiver of any provision
of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.





          
     6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ., BUT
OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE STATE OF
ILLINOIS.



           
    7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.



           
    8. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.



[REMAINDER OF PAGE INTENTIONALLY BLANK]




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               IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.


	 	 	 	 	 
	 	ALION SCIENCE AND TECHNOLOGY

CORPORATION, as Borrower

 	 
	 	By:  	/s/ John M. Hughes
 	 
	 	 	Name:  	John M. Hughes 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	LASALLE BANK NATIONAL ASSOCIATION, as

Administrative Agent and as a Lender

 	 
	 	By:  	/s/ Scott D. Parsons
 	 
	 	 	Name:  	Scott D. Parsons 	 
	 	 	Title:  	Vice President 	 
	 
	 	NCB CAPITAL CORPORATION, as a Lender

 	 
	 	By:  	/s/ Meg Shrum
 	 
	 	 	Name:  	Meg Shrum 	 
	 	 	Title:  	Vice President 	 
	 
	 	BRANCH BANKING & TRUST COMPANY, as a

Lender

 	 
	 	By:  	/s/ Gregg E. Dougherty
 	 
	 	 	Name:  	Gregg E. Dougherty 	 
	 	 	Title:  	Senior Vice President 	 
	 




SIGNATURE PAGE TO AMENDMENT NO. 3




 









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a

Lender

 	 
	 	By:  	/s/ Tim Fossa
 	 
	 	 	Name:  	Tim Fossa 	 
	 	 	Title:  	Vice President 	 
	 
	 	ORIX FINANCIAL SERVICES, INC., as a

Lender

 	 
	 	By:  	/s/ Christopher L. Smith
 	 
	 	 	Name:  	Christopher L. Smith 	 
	 	 	Title:  	Authorized Representative 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3




 









 





ATTACHMENT A



REAFFIRMATION




               The undersigned hereby acknowledges receipt of a copy of the foregoing
Amendment No. 3 to the Credit Agreement dated as of December 20, 2002 by and
among ALION SCIENCE AND TECHNOLOGY CORPORATION (the “Borrower”), the
institutions from time to time parties thereto (the “Lenders”), and LASALLE
BANK NATIONAL ASSOCIATION, a national banking association, in its individual
capacity as a Lender and in its capacity as contractual representative (the
“Administrative Agent”)(as amended by an Amendment No. 1 dated as of February
6, 2004, and by Amendment No. 2 dated as of March 31, 2004 and as further
amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), which Amendment No. 3 is dated as of May 28, 2004 (the
“Amendment”). Capitalized terms used in this Reaffirmation and not defined
herein shall have the meanings given to them in the Credit Agreement. Without
in any way establishing a course of dealing by the Administrative Agent or any
Lender, the undersigned reaffirms the terms and conditions of the Guaranty, the
Security Agreement and any other Loan Document executed by it and acknowledges
and agrees that such agreement and each and every such Loan Document executed
by the undersigned in connection with the Credit Agreement remains in full
force and effect and is hereby reaffirmed, ratified and confirmed. All
references to the Credit Agreement contained in the above-referenced documents
shall be a reference to the Credit Agreement as so modified by the Amendment
and as the same may from time to time hereafter be amended, modified or
restated.



Dated: May 28, 2004


	 	 	 	 	 
	HUMAN FACTORS APPLICATIONS, INC.

 	 
	By /s/ John M. Hughes
 	 
	Name:  	John M. Hughes 	 
	Title:  	Treasurer 	 
	 




REAFFIRMATION SIGNATURE PAGE TO AMENDMENT NO. 3




 









 





ATTACHMENT B




DEPOSIT ACCOUNTS




	 	 	 	 	 	 	 
	 	 	Account
	 	Balance
	 	 
	Bank Name
	 	Number
	 	04/30/04
	 	Contact

	Compass Bank-Alabama

	 	046-9598-4
	 	GENERALLY
	 	256-532-6240
	Cashier’s Account

	 	 	 	BELOW 20K	 	 
	P.O. Box 10566
	 	 	 	 	 	 
	Birmingham, AL 35296
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	First Hawaiian Bank

	 	 	 	GENERALLY
	 	Evelyn Ferrera
	Payroll

	 	 	 	BELOW 100K
	 	003eve@fhwn.com
	Maite Branch 03-067513

	 	 	 	 	 	671-475-7855
	400 Route 8

	 	 	 	 	 	Note: Guam is approx 15-16 hours
	Mongmong, Guam 96927

	 	 	 	 	 	          later than our time zone
	 
	 	 	 	 	 	 
	First Hawaiian Bank

	 	 	 	GENERALLY
	 	SAME
	Cashier’s Account

	 	 	 	BELOW 40K	 	 
	Maite Branch 03-074250
	 	 	 	 	 	 
	400 Route 8
	 	 	 	 	 	 







 









 





REAFFIRMATION




               The undersigned hereby acknowledges receipt of a copy of the foregoing
Amendment No. 3 to the Credit Agreement dated as of December 20, 2002 by and
among ALION SCIENCE AND TECHNOLOGY CORPORATION (the “Borrower”), the
institutions from time to time parties thereto (the “Lenders”), and LASALLE
BANK NATIONAL ASSOCIATION, a national banking association, in its individual
capacity as a Lender and in its capacity as contractual representative (the
“Administrative Agent”)(as amended by an Amendment No. 1 dated as of February
6, 2004, and by an Amendment No. 2 on March 31, 2004, and as further amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), which Amendment No. 3 is dated as of
May     , 2004 (the
“Amendment”). Capitalized terms used in this Reaffirmation and not defined
herein shall have the meanings given to them in the Credit Agreement. Without
in any way establishing a course of dealing by the Administrative Agent or any
Lender, the undersigned reaffirms the terms and conditions of the Guaranty, the
Security Agreement and any other Loan Document executed by it and acknowledges
and agrees that such agreement and each and every such Loan Document executed
by the undersigned in connection with the Credit Agreement remains in full
force and effect and is hereby reaffirmed, ratified and confirmed. All
references to the Credit Agreement contained in the above-referenced documents
shall be a reference to the Credit Agreement as so modified by the Amendment
and as the same may from time to time hereafter be amended, modified or
restated.


	 	 	 	 	 
	 	Dated: May    , 2004





HUMAN FACTORS APPLICATIONS, INC.

 	 
	 	By   /s/ John M. Hughes
 	 
	 	Name:  	John M. Hughes 	 
	 	Title:  	Treasurer 	 
	 




REAFFIRMATION SIGNATURE PAGE TO AMENDMENT NO. 3