EXHIBIT 10.10


 


AMENDMENT TO AMENDED AND RESTATED REVOLVING
CREDIT


AND TERM LOAN AGREEMENT


 


THIS AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”)
is made this 4th day of August, 2008, 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 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)                                  The
definition of “Applicable Margin” contained in Section 1.1 of the Credit
Agreement is amended to include the following as the last sentence thereof, to
read in its entirety as follows:


 


“Notwithstanding the foregoing, the
Applicable Margin from August 18, 2008, until the financial statements and
Compliance Certificate for the Fiscal Quarter ending September 26, 2008,
are required to be delivered shall be at Level V as set forth on Schedule I.”


 


(b)                                 The
last sentence of the definition of “Applicable Percentage” contained in Section 1.1
of the Credit Agreement is amended to include the following as the last
sentence thereof, to read in its entirety as follows:


 


“Notwithstanding the foregoing, the
Applicable Percentage for the commitment fee from August 18, 2008, until
the financial statements and Compliance Certificate for the Fiscal Quarter
ending September 26, 2008, are required to be delivered shall be at Level V as set forth on Schedule I.”


 


(c)                                  Except
as specifically modified by this Amendment, the terms and provisions of the
Credit Agreement are ratified and confirmed by the parties hereto and remain in
full force and effect.


 


(d)                                 Each
of the Borrower, the other Loan Parties, the Administrative Agent and each
Lender agrees that, as of and after the Amendment Effective Date (as
hereinafter defined), each reference in the Loan Documents to the Credit
Agreement shall be deemed to be a reference to the Credit Agreement as amended
hereby.


 


3.                                       Effectiveness
of Amendment.  This Amendment and the
amendments contained herein shall become effective on the date (the “Amendment
Effective Date”) when each of the conditions set forth below shall have
been fulfilled to the satisfaction of the Administrative Agent:


 


(a)                                  The Administrative
Agent shall have received counterparts of this Amendment, duly executed and
delivered on behalf of the Borrower, the other Loan Parties, the Administrative
Agent and the Lenders.


 


(b)                                 No event shall have
occurred and be continuing that constitutes an Event of Default, or that would
constitute an Event of Default but for the requirement that notice be given or
that a period of time elapse, or both.


 


(c)                                  All representations
and warranties of the Borrower contained in the Credit Agreement, and all
representations and warranties of each other Loan Party in each Loan Document
to which it is a party, shall be true and correct in all material respects at
the Amendment Effective Date as if made on and as of such Amendment Effective
Date.


 


(d)                                 The Borrower shall
have delivered to the Administrative Agent (1) certified copies of
evidence of all corporate and company actions taken by the Borrower and the
other 


 

















 


Loan Parties to authorize the execution and
delivery of this Amendment, (2) certified copies of any amendments to the
articles or certificate of incorporation, formation or organization, bylaws,
partnership certificate or operating agreement of the Borrower and each other
Loan Party since the date of the Credit Agreement, (3) a certificate of
incumbency for the officers or other authorized agents, members or partners of
the Borrower and each other Loan Party executing this Amendment, and (4) such
additional supporting documents as the Administrative Agent or counsel for the
Administrative Agent reasonably may request.


 


(e)                                  All documents
delivered pursuant to this Amendment must be of form and substance satisfactory
to the Administrative Agent and its counsel, and all legal matters incident to
this Amendment must be satisfactory to the Administrative Agent’s counsel.


 


4.                                       Amendment
Only; No Novation; Modification of Loan Documents.  Each of the Borrower and each other Loan
Party acknowledges and agrees that this Amendment only amends the terms of the
Credit Agreement and the other Loan Documents and does not constitute a
novation, and each of the Borrower and each other Loan Party ratifies and
confirms the terms and provisions of, and its obligations under, the Credit
Agreement and the other Loan Documents in all respects.  Each of the Borrower and each other Loan
Party acknowledges and agrees that each reference in the Loan Documents to any
particular Loan Document shall be deemed to be a reference to such Loan
Document as amended by this Amendment. 
To the extent of a conflict between the terms of any Loan Document and
the terms of this Amendment, the terms of this Amendment shall control.


 


5.                                       Successors
and Assigns.  This Amendment shall be
binding upon and inure to the benefit of the Borrower, the other Loan Parties,
the Lenders and the Administrative Agent and their respective successors and
assigns.


 


6.                                       No Further
Amendments.  Nothing in this
Amendment or any prior amendment to the Loan Documents shall require the
Administrative Agent or any Lender to grant any further amendments to the terms
of the Loan Documents.  Each of the
Borrower and each other Loan Party acknowledges and agrees that there are no
defenses, counterclaims or setoffs against any of their respective obligations
under the Loan Documents.


 


7.                                       Representations
and Warranties.  Each of the Borrower
and each other Loan Party represents and warrants that this Amendment has been
duly authorized, executed and delivered by it in accordance with resolutions
adopted by its board of directors or comparable managing body.  All other representations and warranties made
by the Borrower and each other Loan Party in the Loan Documents are
incorporated by reference in this Amendment and are deemed to have been
repeated as of the date of this Amendment with the same force and effect as if
set forth in this Amendment, except that any representation or warranty
relating to any financial statements shall be deemed to be applicable to the
financial statements most recently delivered to the Administrative Agent in
accordance with the provisions of the Loan Documents.  Each of the Borrower and each other Loan
Party represents and warrants to the Administrative Agent, the Lenders and the
Issuing Bank that, after giving effect to the terms of this Amendment, no
Default has occurred and been continuing.


 


8.                                       Confirmation
of Lien.  Each of the Borrower and
each other Loan Party hereby acknowledges and agrees that the Collateral is and
shall remain in all respects subject to the lien, charge and encumbrance of the
Credit Agreement and the other Loan Documents and nothing 


 

















 


herein contained, and nothing done pursuant
hereto, shall adversely affect or be construed to adversely affect the lien,
charge or encumbrance of, or conveyance effected by the Loans or the priority
thereof over other liens, charges, encumbrances or conveyances.


 


9.                                       Fees and
Expenses.  The Borrower agrees to pay
all reasonable out-of-pocket costs and expenses of the Administrative Agent and
its Affiliates, including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent and its Affiliates, in connection with the
preparation and administration of this Amendment.


 


10.                                 Severability.  Any provision of this Amendment held to be
illegal, invalid or unenforceable in any jurisdiction, shall, as to such
jurisdiction, be ineffective to the extent of such illegality, invalidity or
unenforceability without affecting the legality, validity or enforceability of
the remaining provisions hereof; and the illegality, invalidity or
unenforceability of a particular provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.


 


11.                                 Governing Law.  This Amendment shall be construed in
accordance with and be governed by the law (without giving effect to the
conflict of law principles thereof) of the State of New York.  THIS
AMENDMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND
5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


12.                                 Counterparts.  This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.  It shall not be necessary that the signature
of, or on behalf of, each party, or that the signatures of the persons required
to bind any party, appear on more than one counterpart.


 


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IN WITNESS
WHEREOF, the parties have caused this Agreement to be
duly executed by their respective duly authorized representatives all as of the
day and year first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  STANLEY, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip O. Nolan

  
	
   

  	
  Name:

  	
  Philip O. Nolan

  
	
   

  	
  Title:

  	
  Chairman, President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUBSIDIARY LOAN PARTIES:

  
	
   

  	
   

  	
   

  
	
   

  	
  STANLEY ASSOCIATES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip O. Nolan

  
	
   

  	
  Name:

  	
  Philip O. Nolan

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  MORGAN RESEARCH CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip O. Nolan

  
	
   

  	
  Name:

  	
  Philip O. Nolan

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  OKLAHOMA ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip O. Nolan

  
	
   

  	
  Name:

  	
  Philip O. Nolan

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  TECHRIZON, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Oklahoma
  Acquisition Corp., as sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip O. Nolan

  
	
   

  	
  Name:

  	
  Philip O. Nolan

  
	
   

  	
  Title:

  	
  President

  



 


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  OBERON ASSOCIATES, INC., a Virginia

  
	
   

  	
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip O. Nolan

  
	
   

  	
  Name:

  	
  Philip O. Nolan

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  
	
   

  	
  SUNTRUST BANK, as Administrative Agent,

  
	
   

  	
  as Issuing Bank and as Swingline Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter J. Mandanis

  
	
   

  	
  Name:

  	
  Peter J. Mandanis

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  SUNTRUST BANK, as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter J. Mandanis

  
	
   

  	
  Name:

  	
  Peter J. Mandanis

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, N.A., as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G. Taylor

  
	
   

  	
  Name:

  	
  John G. Taylor

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  M&T BANK, as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin J. McCormack

  
	
   

  	
  Name:

  	
  Kevin J. McCormack

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  BRANCH BANKING & TRUST COMPANY, as

  
	
   

  	
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James E. Davis

  
	
   

  	
  Name:

  	
  James E. Davis

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


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  TD BANK, N.A., as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louise Wager

  
	
   

  	
  Name:

  	
  Louise Wager

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION, as

  
	
   

  	
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK, N.A., as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIZENS BANK OF PENNSYLVANIA,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tracey VanRiper

  
	
   

  	
  Name:

  	
  Tracey VanRiper

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  STIFEL BANK & TRUST, as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John H. Phillips

  
	
   

  	
  Name:

  	
  John H. Phillips

  
	
   

  	
  Title:

  	
  Senior Vice President