8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 29, 2009

Alion Science and Technology Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	333-89756	54-2061691
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1750 Tysons Boulevard, Suite 1300, McLean, Virginia		22102
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 703-918-4480

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On July 29, 2009, Alion Science and Technology Corporation ("Alion", the "Company") entered into an Amendment No. 6 (the "Amendment") in connection with that certain Credit Agreement dated as of August 2, 2004 by and among the Company, Credit Suisse, acting through its Cayman Islands branch, individually and as administrative agent (formerly known as Credit Suisse First Boston, "CS"), the lenders signatory thereto and certain subsidiary guarantors of the Company, as amended (the "Credit Agreement"), pursuant to which: (i) the maturity date of the revolving credit facility under the Credit Agreement was extended to September 25, 2009; and (ii) the aggregate revolving credit commitment under the Credit Agreement was decreased from $50 million to $40 million.

A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 10.60, and it is incorporated by reference as though it were fully set forth herein. The foregoing summary description of the Amendment and the transactions contemplat ed thereby is not intended to be complete, and it is qualified in its entirety by the complete text of the Amendment and the Credit Agreement, as previously amended.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item is included in Item 1.01, and it is incorporated herein by reference.

Item 8.01 Other Events.

Alion is negotiating with existing and potential lenders to refinance or replace its existing revolving credit facility and expects to have a new revolving credit facility in place prior to September 25, 2009.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.60: Amendment No. 6 dated as of July 29, 2009, by and among the Company, Human Factors Applications, Inc. ("HFA"), Alion – METI Corporation ("METI"), Alion – CATI Corporation ("CATI"), Alion – JJMA Corporation ("JJMA"), Alion – BMH Corporation ("BMH"), Washington Consulting, Inc. ("WCI"), Alion – MA&D Corporation ("MA&D"), Washington Consulting Government Services, Inc. ("WCGS"), CS, and the lenders party thereto, related to the Credit Agreement (as amended from time to time) dated as of August 2, 2004, by and among the Company, HFA, METI, CATI, JJMA, BMH, WCI, MA&D and WCGS, the lenders from time to time party to the Credit Agreement (the "Lenders"), and CS, as administrative agent and as collateral agent for the Lenders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Alion Science and Technology Corporation
July 29, 2009	By:	Michael J. Alber
		Name: Michael J. Alber
		Title: Senior Vice President, Chief Financial Officer and Treasurer

Exhibit Index

Exhibit No.	Description
1	6th Amendment to Credit Agreement

EX-1

AMENDMENT NO. 6 dated as of July 29, 2009 (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, that certain Incremental Term Loan Assumption Agreement and Amendment No. 3 dated as of June 30, 2006, that certain Amendment No. 4 dated as of February 6, 2007, that certain Amendment No. 5 dated as of September 30, 2008 (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 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 that the Revolving Credit Maturity Date under the Credit Agreement be extended to September 25, 2009 and the Lenders party hereto, which represent all the Revolving Credit 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. The definition of “Revolving Credit Maturity Date” in Section 1.01 is hereby amended and restated in its entirety as follows:

“Revolving Credit Maturity Date” shall mean, September 25, 2009, or such later date as may be agreed to in writing by the Borrower and all the Revolving Credit Lenders.

SECTION 3. Reduction of Revolving Commitments. Upon the Amendment No. 6 Effective Date, and without the need for any further notice or action, the aggregate amount of the Revolving Credit Commitments shall be automatically and permanently reduced from $50,000,000 to $40,000,000 (the “Commitment Reduction”). The Commitment Reduction shall be made ratably among the Revolving Credit Lenders such that each Revolving Credit Lender’s Revolving Credit Commitment shall be in the corresponding amount set forth on Schedule 1 hereto.

SECTION 4. 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. 6 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 (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. 6 Effective Date with the same effect as though made on and as of the Amendment No. 6 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 5. Effectiveness. This Amendment shall become effective on the date (the “Amendment No. 6 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) each of the Revolving Credit Lenders.

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

HUMAN FACTORS APPLICATIONS, INC.,

By

/s/ Joshua J. Izenberg

Name: Joshua J. Izenberg

Title: Secretary

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

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

CREDIT SUISSE, CAYMAN ISLANDS

BRANCH,

individually as a Revolving Credit

Lender and as Administrative Agent,

By

/s/ Robert Hetu

Name: Robert Hetu

Title: Managing

Director

By

/s/ Rianka Mohan

Name: Rianka Mohan

Title: Vice President

BANK OF AMERICA, N.A.,

as a Revolving Credit Lender,

By

/s/ Robert S. Cashion

Name: Robert S. Cashion

Title: Senior Vice

President

NATIONAL CONSUMER COOPERATIVE BANK,

as a Revolving Credit Lender,

By

/s/ Matthew Wright

Name: Matthew Wright

Title: Senior Vice

President

Revolving Credit Lender	Revolving Credit Commitment
Bank of America, N.A.	$	32,000,000
Credit Suisse, Cayman Islands Branch	$	4,000,000
National Consumer Cooperative Bank	$	4,000,000