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.


 

















 


(b)           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.


 


(c)           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.  Each Loan Party hereby represents and warrant
that, since the date of last delivery to the Administrative Agent of items
described in the foregoing clauses (1), (2) and (3), there have been no
amendments, modifications, rescissions, revocations or other supplements to the
same, and officers of each Loan Party executing and delivering this Amendment
were duly elected and are the incumbents of such officerships.


 


(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.


 


[SIGNATURES ON FOLLOWING PAGES]


 

















 


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:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  



 


 


[SIGNATURES CONTINUE ON FOLLOWING PAGES]


 

















 


	
   

  	
  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/
  Karen H. McClain

  
	
   

  	
  Name:

  	
  Karen
  H. McClain

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
  M&T
  BANK, as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  BRANCH
  BANKING & TRUST COMPANY, as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James E. Davis

  
	
   

  	
  Name:

  	
  James
  E. Davis

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


[SIGNATURES ON FOLLOWING PAGE]


 

















 


	
   

  	
  TD
  BANK, N.A., as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian R. Monday

  
	
   

  	
  Name:

  	
  Brian
  R. Monday

  
	
   

  	
  Title:

  	
  SVP

  
	
   

  	
   

  	
   

  
	
   

  	
  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/
  Tracy Van Riper

  
	
   

  	
  Name:

  	
  Tracy
  Van Riper

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  STIFEL
  BANK & TRUST, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: