Exhibit 10.15
SECOND AMENDMENT TO AMENDED
AND RESTATED REVOLVING CREDIT
AND TERM LOAN
AGREEMENT
THIS SECOND AMENDMENT TO AMENDED
AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
(this “ Amendment
”) is made this 27th day of March, 2009, by and among
STANLEY, INC., a Delaware corporation (the “
Borrower ”), the several banks and other financial
institutions and lenders party hereto (the “ Lenders
”), and SUNTRUST BANK , in its capacity as
administrative agent for the Lenders (the “ Administrative
Agent ”), and as issuing bank (the “ Issuing
Bank ”), and STANLEY ASSOCIATES, INC., a District
of Columbia corporation (“ Stanley Associates
”), MORGAN RESEARCH CORPORATION, an Alabama
corporation (“ Morgan ”), OKLAHOMA
ACQUISITION CORP., a Delaware corporation (“ OAC
”), TECHRIZON, LLC, an Oklahoma limited liability
company (“ Techrizon ”), and OBERON
ASSOCIATES, INC., a Virginia corporation (“ Oberon
,” and together with Stanley Associates, Morgan, OAC and
Techrizon, collectively, the “ Subsidiary Loan Parties
,” and together with the Borrower, collectively, the “
Loan Parties ,” and individually, a “ Loan
Party ”).
RECITALS
WHEREAS, the Borrower, the Lenders
and the Administrative Agent are parties to the Amended and
Restated Revolving Credit and Term Loan Agreement, dated as of
October 10, 2007, as amended by the Supplement and Joinder
Agreement, dated as of July 15, 2008, among the Borrower, the
other Loan Parties and certain of the Lenders, as amended by the
Amendment to Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of August 4, 2008 (as further amended,
modified or supplemented from time to time, the “ Credit
Agreement ”). Capitalized terms defined in the
Credit Agreement and undefined herein shall have the same defined
meanings when such terms are used in this Amendment;
WHEREAS, the Borrower has also
requested that the Lenders amend certain provisions of the Credit
Agreement as set forth below; and
WHEREAS, the Lenders have agreed to
so amend the Credit Agreement, subject to the terms and conditions
of this Amendment;
NOW, THEREFORE, in consideration of
the premises and for other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged), the
parties hereto hereby agree as follows:
AGREEMENT
1.
Incorporation
of Recitals . The Recitals hereto
are incorporated herein by reference to the same extent and with
the same force and effect as if fully set forth herein.
2.
Amendments to
Credit Agreement . The Credit Agreement
is hereby amended as follows:
(a)
Section 5.13
of the Credit Agreement is deleted in its entirety.
