Exhibit
10.1


SECOND AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT


THIS SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT (this “Amendment”), dated as of June
8, 2007, is by and among SI INTERNATIONAL, INC.,
a Delaware corporation (the “Parent Borrower”), those Domestic
Subsidiaries of the Parent Borrower identified as a “Subsidiary Borrower” on
the signature pages hereto (individually a “Subsidiary Borrower” and
collectively the “Subsidiary Borrowers”; the Subsidiary Borrowers,
together with the Parent Borrower, individually a “Borrower” and
collectively the “Borrowers”), and WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association, as administrative agent
for the Lenders (in such capacity, the “Administrative Agent”).


W I T N E S S E T H


WHEREAS, the Borrowers, the
lenders party thereto (the “Lenders”), and the Administrative Agent have
entered into that certain Amended and Restated Credit Agreement, dated as of
February 9, 2005 (as previously amended and modified and as further amended,
modified, restated or supplemented from time to time, the “Credit Agreement”;
capitalized terms used herein shall have the meanings ascribed thereto in the
Credit Agreement unless defined herein);


WHEREAS, the Borrowers have
requested certain amendments to the Credit Agreement as more fully set forth
herein; and


WHEREAS, the Required Lenders
and the Second Amendment Term Loan Lenders (as hereinafter defined) have agreed
to amend the Credit Agreement on the terms and conditions set forth herein.


NOW, THEREFORE, IN CONSIDERATION
of the premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT


1.1          Definitions.


(a)           Amended Definition.  The definition of Permitted Acquisition set
forth in Section 1.1 shall be amended by inserting the words “(x) the LOGTEC Acquisition and (y)” after the words “shall
mean” and before the words “an acquisition or any series of related ... .”.


(b)           Replaced Definitions.  The following definitions set forth in
Section 1.1 of the Credit Agreement are hereby amended and restated in their
entirety to read as follows:











 


 “New Term Loan Commitment Percentage”
shall mean, for any New Term Loan Lender, the percentage identified as its New
Term Loan Commitment Percentage in its Lender Commitment Letter.


 “New Term Loan Lender” shall have the
meaning set forth in Section 2.2A(a).


(c)           New
Definitions:  The following new
definitions are added to Section 1.1 of the Credit Agreement in alphabetical
order:


“First Amendment Term Loan”
shall have the meaning set forth in Section 2.2A(a).


“First Amendment Term Loan
Commitment Percentage” shall mean, for any First Amendment Term Loan
Lender, the percentage identified as its New Term Loan Commitment Percentage in
its Lender Consent.


“First Amendment Term Loan
Committed Amount” shall have the meaning set forth in Section 2.2A(a).


“First Amendment Term Loan
Lender” shall mean any Lender providing a portion of the First Amendment
Term Loan.


“Lender Commitment Letter”
shall mean, with respect to any Lender, the letter (or other correspondence) to
such Lender from the Administrative Agent notifying such Lender of its Second
Amendment Term Loan Commitment Percentage and/or its New Term Loan Commitment
Percentage, as applicable.


“LOGTEC”
shall mean LOGTEC, Inc., an Ohio corporation.


“LOGTEC
Acquisition” shall mean the acquisition of LOGTEC pursuant to the LOGTEC
Acquisition Documents.


“LOGTEC
Acquisition Documents” shall mean the LOGTEC Stock Purchase Agreement and
each other agreement executed and delivered to the stockholders of LOGTEC by
the Borrowers in connection with the consummation of the LOGTEC Acquisition,
each as amended, modified or supplemented.


“Second  Amendment Effective Date” shall mean June
8, 2007.


“Second
Amendment Term Loan” shall have the meaning set forth in Section 2.2A(a).


“Second Amendment Term Loan
Commitment Percentage” shall mean, for any Term Loan Lender, the percentage
identified as its Second Amendment Term Loan Commitment Percentage in its
Lender Commitment Letter, or in the Commitment Transfer Supplement pursuant to
which such Lender became a Lender hereunder, as such percentage may be modified
in connection with any assignment made in accordance with the provisions of
Section 9.6(c).











 


“Second
Amendment Term Loan Committed Amount” shall have the meaning set forth in
Section 2.2A(a).


“Second
Amendment Term Loan Lender” shall mean any Lender providing a portion of
the Second Amendment Term Loan.


1.2          New Term Loan.  Section 2.2A(a) and (b) is
hereby amended and restated in its entirety to read as follows:


Section 2.2A         New Term Loan Facility.


(a)           New Term Loan.  Subject to the terms and conditions hereof
and in reliance upon the representations and warranties set forth herein, (i)
each First Amendment Term Loan Lender severally, but not jointly, agrees to
make available to the Borrowers on the First Amendment Effective Date such
First Amendment Term Loan Lender’s First Amendment Term Loan Commitment
Percentage  of a term loan in Dollars  (the “First Amendment Term Loan”) in the aggregate
principal amount of ONE HUNDRED TWENTY-NINE
MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($129,250,000) (the “First
Amendment Term Loan Committed Amount”) and (ii) each Second Amendment Term
Loan Lender (together with the First Amendment Term Loan Lenders, each a “New
Term Loan Lender”) severally, but not jointly, agrees to make available to
the Borrowers on the Second Amendment Effective Date such Second Amendment Term
Loan Lender’s Second Amendment Term Loan Commitment Percentage of a term loan
in Dollars (the “Second Amendment Term Loan” and together with the First
Amendment Term Loan, the “New Term Loan”) in the aggregate principal
amount of TWENTY-FIVE MILLION DOLLARS ($25,000,000)
(the “Second Amendment Term Loan Committed Amount” and together with the
First Amendment Term Loan Committed Amount, the “New Term Loan Committed
Amount”) in each case for the purposes set forth in Section 3.11.  The New Term Loan may consist of Alternate
Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Parent
Borrower may request; provided, however, the New Term Loan made
on the First Amendment Effective Date and/or the Second Amendment Effective
Date, as applicable, may consist of LIBOR Rate Loans if the Parent Borrower
requests such LIBOR Rate Loan in writing on the third Business Day prior to the
First Amendment Effective Date and/or the Second Amendment Effective Date, as
applicable, and delivers a funding indemnity letter acceptable to the
Administrative Agent on or prior to such third Business Day.  Amounts repaid on the New Term Loan may not
be reborrowed.  For the avoidance of
doubt, the First Amendment Term Loan shall replace and refinance the Initial
Term Loan, and the Initial Term Loan, and all obligations thereunder (other than indemnification obligations that
pursuant to the express terms of the Credit Documents survive the termination
of the Initial Term Loan), shall be terminated upon the borrowing of the
First Amendment Term Loan and the immediate repayment of the Initial Term Loan
with the proceeds thereof.











 


(b)           Repayment of New
Term Loan.  The principal amount of
the New Term  Loan shall be repaid in
consecutive quarterly installments as follows:




	
  Principal Amortization

  Payment Date

  	
   

  	
  New Term Loan Principal

  Amortization Payment

  	
   

  
	
  June
  30, 2007

  	
   

  	
  $250,904

  	
   

  
	
  September
  30, 2007

  	
   

  	
  $250,904

  	
   

  
	
  December
  31, 2007

  	
   

  	
  $250,904

  	
   

  
	
  March
  31, 2008

  	
   

  	
  $250,904

  	
   

  
	
  June
  30, 2008

  	
   

  	
  $250,904

  	
   

  
	
  September
  30, 2008

  	
   

  	
  $250,904

  	
   

  
	
  December
  31, 2008

  	
   

  	
  $250,904

  	
   

  
	
  March
  31, 2009

  	
   

  	
  $250,904

  	
   

  
	
  June
  30, 2009

  	
   

  	
  $250,904

  	
   

  
	
  September
  30, 2009

  	
   

  	
  $250,904

  	
   

  
	
  December
  31, 2009

  	
   

  	
  $250,904

  	
   

  
	
  March
  31, 2010

  	
   

  	
  $250,904

  	
   

  
	
  June
  30, 2010

  	
   

  	
  $250,904

  	
   

  
	
  September
  30, 2010

  	
   

  	
  $250,904

  	
   

  
	
  December
  31, 2010

  	
   

  	
  $250,904

  	
   

  
	
  Term Loan Maturity Date

  	
   

  	
  The
  remaining unpaid

  principal amount of the New Term Loan

  	
   

  






 


ARTICLE II

CONDITIONS TO EFFECTIVENESS


2.1          Closing
Conditions.  This Amendment shall
become effective as of the Second Amendment Effective Date upon satisfaction of
the following conditions (in form and substance reasonably acceptable to the
Administrative Agent):


(a)           Executed
Documents.  Receipt by the
Administrative Agent of (i) counterparts of this Amendment executed
by a duly authorized officer of each party hereto, (ii) for the account of
each Second Amendment Term Loan Lender requesting a Term Note, a Term Note, and
(iii) executed consents, in substantially the form of Exhibit 











A
attached hereto, from the Second Amendment Term Loan Lenders and the Required
Lenders authorizing the Administrative
Agent to enter into this Amendment on their behalf.  The delivery by the Administrative Agent of
its signature page to this Amendment shall constitute conclusive evidence that
the consents from the Second Amendment Term Loan Lenders and the Required
Lenders have been obtained.


(b)           Authority Documents.  Receipt by the Administrative Agent
of:


(i)            Borrower
Certificates. A certificate for each Borrower, certified by an officer of
such Borrower as of the Second Amendment Effective Date, certifying that the
(i) articles of incorporation, partnership agreement or other charter documents
of such Borrower, (ii) resolutions of the board of directors or other
comparable governing body of such Borrower authorizing the execution and delivery
hereof, and (iii) the bylaws or other operating agreement of such Borrower,
which were delivered to the Administrative Agent in connection with the closing
of the Credit Agreement, have not been rescinded or modified, have been in full
force and effect since the Closing Date and are in full force and effect as of
the Second Amendment Effective Date.


(ii)           Good
Standing.  Copies of certificates of
good standing, existence or its equivalent with respect to each Borrower, other
than certificates of good standing, existence or its equivalent for the
Borrowers set forth on Schedule 1 attached hereto in their respective
jurisdictions set forth on Schedule 1 attached hereto (the “Post-Closing
Good Standing Certificates”), certified as of a recent date by the
appropriate Governmental Authorities of the state of incorporation and each
other state in which the failure to so qualify and be in good standing
could reasonably be expected to have a Material Adverse Effect.


(iii)          Incumbency. 
An incumbency certificate of each Borrower certified by a secretary or
assistant secretary of such Borrower to be true and correct as of the Second
Amendment Effective Date.


(c)           Consents.  The
Administrative Agent shall have received evidence that all governmental,
shareholder and material third party consents and approvals necessary in
connection with the LOGTEC Acquisition and this Amendment have been obtained
and all applicable waiting periods have expired without any action being taken
by any authority that could restrain, prevent or impose any material adverse
conditions on the LOGTEC Acquisition or this Amendment or that could seek to
threaten any of the foregoing.


(d)           LOGTEC
Acquisition.  The LOGTEC Acquisition
Documents shall be reasonably satisfactory to the Administrative Agent and all
conditions to closing the LOGTEC Acquisition shall be fulfilled in accordance
with the terms of the LOGTEC Acquisition Documents without any material
amendment or waiver thereof except as approved by the Administrative Agent.











 


(e)           Bankruptcy.  There shall be no bankruptcy or insolvency
proceedings with respect to any Borrower or LOGTEC.


(f)            Material Adverse Effect.  Since December 31, 2006, (i) no Material
Adverse Effect shall have occurred and (ii) no material adverse effect shall
have occurred on  the business,
operations, property or financial condition of LOGTEC.


(g)           Litigation.  There shall not exist any material pending
litigation, investigation, bankruptcy or insolvency, injunction, order or claim
with respect to any Borrower or LOGTEC, the LOGTEC Acquisition, this Amendment
or any of the other Credit Documents, that has not been settled, dismissed,
vacated, discharged or terminated prior to the Second Amendment Effective Date.


(h)           Solvency Certificate.  The Administrative Agent shall have received
an officer’s certificate prepared by the chief financial officer of the Parent
Borrower as to the financial condition, solvency and related matters of each
Borrower and LOGTEC, in each case after giving effect to the LOGTEC Acquisition
and the Second Amendment Term Loan, in substantially the form of Schedule
4.1-3 to the Credit Agreement.


(i)            Legal Opinions of Counsel.  The Administrative Agent shall have received
opinions of legal counsel for the Borrowers, dated the Second Amendment
Effective Date and addressed to the Administrative Agent and the Lenders, which
opinions shall provide, among other things, that this Amendment has been duly
authorized, executed and delivered by each of the Borrowers, this Amendment is
a valid, binding and enforceable obligation of the Borrowers and the execution
and delivery of this Amendment by the Borrowers and the consummation of the
transactions contemplated hereby will not violate the corporate instruments and
Material Contracts of the Borrowers, and shall otherwise be in form and
substance acceptable to the Administrative Agent.


(j)            Projections; Officer’s
Certificate.  The Administrative
Agent shall have received from the Parent Borrower updated financial
projections (giving effect to the LOGTEC Acquisition) and an officer’s
certificate, in each case in form and substance reasonably satisfactory to the
Administrative Agent, demonstrating that, after giving effect to the Amendment
and the incurrence of the Second Amendment Term Loan, the Borrowers will be in
compliance with the financial covenants set forth in Section 5.9 of the Credit
Agreement.


(k)           Fees and Expenses.  The Borrower shall have paid in full (i) all
fees set forth in that certain Fee Letter dated May 29, 2007 and (ii) all
reasonable out-of-pocket fees and expenses of the Administrative Agent in
connection with the preparation, execution and delivery of this Amendment,
including without limitation, the reasonable fees and expenses of Moore &
Van Allen PLLC, which shall not exceed $30,000.


(l)            Miscellaneous.  All other documents and legal matters in
connection with the transactions contemplated by this Amendment shall be
reasonably satisfactory in form and substance to the Administrative Agent and
its counsel.


 















 


ARTICLE III

COVENANTS


3.1          LOGTEC Covenants.  Immediately after the closing of the LOGTEC
Acquisition, but in any event within thirty (30) days of the Second Amendment
Effective Date, Borrowers shall, and shall cause LOGTEC to, deliver to the
Administrative Agent the following:


(a)           Executed Documents.  Counterparts of a Joinder Agreement executed
by duly authorized officers of LOGTEC, the Parent Borrower and the
Administrative Agent (the “LOGTEC Joinder Agreement”).


(b)           Authority Documents.


(i)            Borrower
Certificates.  A certificate for
LOGTEC, certified by an officer of LOGTEC as of the date of the LOGTEC Joinder
Agreement, certifying that the (i) articles of incorporation, partnership
agreement or other charter documents of LOGTEC, (ii) resolutions of the board
of directors or other comparable governing body of LOGTEC authorizing the
execution and delivery of the LOGTEC Joinder Agreement, and (iii) the bylaws or
other operating agreement of LOGTEC, which were delivered to the Administrative
Agent in connection with the closing of the LOGTEC Joinder Agreement, have not
been rescinded or modified, and are in full force and effect as of the date of
the LOGTEC Joinder Agreement.


(ii)           Good
Standing.  Copies of certificates of
good standing, existence or its equivalent with respect to LOGTEC certified as
of a recent date by the appropriate Governmental Authorities of its state of
incorporation and each other state in which the failure to so qualify
and be in good standing could reasonably be expected to have a Material Adverse
Effect.


(iii)          Incumbency. 
An incumbency certificate of LOGTEC certified by a secretary or
assistant secretary of LOGTEC to be true and correct as of the Second Amendment
Effective Date.


(c)           Collateral Documentation. With
respect to LOGTEC, the documentation contemplated by Sections 4.1(d), (e) and
(f) of the Credit Agreement, each in form and substance satisfactory to the
Administrative Agent.


(d)           Legal Opinion of Counsel.  An opinion of legal counsel for LOGTEC, dated
the date of the LOGTEC Joinder Agreement and addressed to the Administrative
Agent and the Lenders, which opinion shall provide, among other things, that
the LOGTEC Joinder Agreement has been duly authorized, executed and delivered
by LOGTEC, the LOGTEC Joinder Agreement is a valid, binding and enforceable
obligation of LOGTEC and the execution and delivery of the LOGTEC Joinder
Agreement by LOGTEC and the consummation of the transactions contemplated
thereby will not violate the corporate instruments and Material Contracts of LOGTEC,
and shall otherwise be in form and substance acceptable to the Administrative
Agent and the Lenders.











 


3.2          Post-Closing Good Standing
Certificates. 
Within fifteen (15) days of the Second Amendment Effective Date (or such
extended period of time as agreed to by the Administrative Agent), the
Borrowers shall have delivered the Post-Closing Good Standing Certificates to
the Administrative Agent, certified as of a
recent date by the appropriate Governmental Authorities of the applicable
jurisdictions.


ARTICLE IV

LENDER JOINDER


4.1          Lender Joinder.  Each Second Amendment Term Loan
Lender (a) confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements referred to in Section 3.1
thereof and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Amendment; (b)
agrees that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement; (c) appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers and discretion under the Credit Agreement as are
delegated to the Administrative Agent by the terms thereof, together with such
powers and discretion as are reasonably incidental thereto; and (d) agrees
that, as of the Second Amendment Effective Date, it shall (i) be a party to the
Credit Agreement and the other Credit Documents, (ii) be a “Lender” for all
purposes of the Credit Agreement and the other Credit Documents, (iii) perform
all of the obligations that by the terms of the Credit Agreement are required
to be performed by it as a Lender under the Credit Agreement and (iv) shall
have the rights and obligations of a Lender under the Credit Agreement and the
other Credit Documents.


ARTICLE V

MISCELLANEOUS


5.1          Amended Terms.
 On and after the Second Amendment
Effective Date, all references to the Credit Agreement in each of the Credit
Documents shall hereafter mean the Credit Agreement as amended by this
Amendment.  Except as specifically
amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and
confirmed and shall remain in full force and effect according to its terms.


5.2          Reaffirmation of Representations
and Warranties.  The
Borrowers  hereby affirm that (a) the
representations and warranties set forth in the Credit Agreement and the other
Credit Documents (i) that contain a materiality qualification shall be true and
correct as of the date hereof (except for those which expressly relate to an
earlier date) and (ii) that do not contain a materiality qualification shall be
true and correct in all material respects as of the date hereof (except for
those which expressly relate to an earlier date); provided that it is
acknowledged and











 


agreed that Zen
Technology, Inc. (A) is not in good standing as of the date hereof but shall be
in good standing in accordance with Section 3.2 hereof, (B) shall not receive
any of the proceeds of the Second Amendment Term Loan and (C) shall be renamed
SI International Zen Technology, Inc. (or such other name as notified to the Administrative
Agent), (b) no Default or Event of Default
exists on and as of the date hereof and after giving effect to this Amendment,
(c) the execution and delivery by each of the Borrowers of this Amendment and
the performance by each of the Borrowers of its agreements and obligations
under this Amendment and the Credit Agreement (i) are within the corporate
power of each of the Borrowers, (ii) have been duly authorized by all necessary
corporate proceedings of each of the Borrowers, (iii) do not conflict with or
result in any breach or contravention of any provision of law, statute, rule or
regulation to which any of the Borrowers is subject or any judgment, order,
writ, injunction, license or permit applicable to any Borrower, and (iv) do not
conflict with the terms of any provision of the articles of incorporation or
other charter document and the bylaws of any Borrower, or any material
agreement or other material instrument binding upon, any Borrower, (d) this
Amendment and the other Credit Documents constitute the legal, valid and
binding obligations of the Borrowers party hereto and thereto, enforceable
against them in accordance with their respective terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws affecting the enforcement of creditors’ rights generally or by equitable
principles relating to enforceability, and (e) the articles of incorporation or
other charter document and the bylaws of each of Borrowers have not been
amended or modified since the Closing Date.


5.3          Reaffirmation of Liens/Obligations.  Each Borrower (i) acknowledges and consents
to all of the terms and conditions of this Amendment, (ii) affirms all of its
obligations under the Credit Documents and (iii) agrees that this Amendment and
all documents executed in connection herewith do not operate to reduce or
discharge such Borrower’s obligations under the Credit Agreement or the other
Credit Documents. Each Borrower
affirms the Liens and security interests created and granted by it in the
Credit Documents (including, but not limited to, the Pledge Agreement, the
Security Agreement and the Mortgage Instruments) and agrees that this Amendment
shall in no manner adversely affect or impair such Liens and security
interests.  Each of the Borrowers acknowledges and agrees that as of the date hereof
it has no claims, counterclaims, offsets or defenses to the Credit Documents
and the performance of such Borrower’s obligations thereunder or if such
Borrower did have any such claims, counterclaims, offsets or defenses to the
Credit Documents or such obligations, the same are hereby waived, relinquished
and released in consideration of the requisite Lenders’ execution and delivery
of this Amendment.  Each Borrower hereby
releases the Administrative Agent and the Lenders, and their respective
officers, employees, representatives, agents, counsel and directors from any
and all actions, causes of action, claims, demands, damages and liabilities of
whatever kind or nature, in law or in equity, to the extent that any of the
foregoing arises from any action or failure to act on or prior to the date
hereof.


5.4          Credit Document; No Other Changes.  This Amendment shall constitute a Credit
Document.  Except as modified hereby, all
of the terms and provisions of the Credit Agreement and the other Credit
Documents (including schedules and exhibits thereto) shall remain in full force
and effect.











 


5.5          Counterparts; Delivery by Facsimile.  This Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed
an original and together shall constitute the same agreement.  It shall not be necessary in making proof of
this Amendment to produce or account for more than one such counterpart.  Delivery of an executed counterpart to this
Amendment by facsimile shall be effective as an original and shall constitute a
representation that an original will be delivered.


5.6          Governing Law, Etc.  THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT GIVING EFFECT TO ANY SUCH
LAW THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF A JURISDICTION OTHER THAN
THE STATE OF NORTH CAROLINA TO THIS AMENDMENT. 
The consent to jurisdiction, service of process, and waivers of jury
trial and consequential damages provisions set forth in Sections 9.14 and 9.17
of the Credit Agreement are hereby incorporated by references, mutatis mutandis.


5.7          Entirety.  This Amendment and the other Credit Documents
embody the entire agreement between the parties hereto and supersede all prior
agreements and understandings, oral or written, if any, relating to the subject
matter hereof.


5.8          No Actions, Claims, Etc.  As of the date hereof, each
of the Borrowers hereby acknowledges and confirms that it has no knowledge of
any actions, causes of action, claims, demands, damages and liabilities of
whatever kind or nature, in law or in equity, by it against the Administrative
Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective
officers, employees, representatives, agents, counsel or directors arising from
any action by such Persons, or failure of such Persons to act, under the Credit
Agreement on or prior to the date hereof.


5.9          Further Assurances.  The Borrowers agree to promptly take such
reasonable action, upon the request of the Administrative Agent, as is
necessary to carry out the intent of this Amendment.


 















 


SI INTERNATIONAL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


IN WITNESS WHEREOF, each
of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written.


	
  PARENT
  BORROWER:

  	
   

  	
  SI INTERNATIONAL, INC.,

  
	
     

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
     

  	
   

  	
  By:

  	
   

  	
  /s/ Thomas E. Dunn

  
	
     

  	
   

  	
  Name:

  	
   

  	
  Thomas E. Dunn

  
	
     

  	
   

  	
  Title:

  	
   

  	
  Executive Vice President, Chief

  
	
     

  	
   

  	
   

  	
   

  	
  Financial Officer and Treasurer

  



 


	
  SUBSIDIARY BORROWERS:

  	
   

  	
  SI INTERNATIONAL APPLICATION
  DEVELOPMENT, INC.,

  
	
     

  	
   

  	
  a Maryland
  corporation

  
	
   

  	
   

  	
   

  
	
     

  	
   

  	
  By:

  	
   

  	
  /s/ Thomas E. Dunn

  
	
     

  	
   

  	
  Name:

  	
   

  	
  Thomas E. Dunn

  
	
     

  	
   

  	
  Title:

  	
   

  	
  Chief
  Financial Officer and Treasurer

  



 


	
  

  	
   

  	
  SI
  INTERNATIONAL CONSULTING, INC.,

  
	
     

  	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
     

  	
   

  	
  By:

  	
   

  	
  /s/ Thomas E. Dunn

  
	
     

  	
   

  	
  Name:

  	
   

  	
  Thomas E. Dunn

  
	
     

  	
   

  	
  Title:

  	
   

  	
  Chief
  Financial Officer and Treasurer

  



 











 


SI INTERNATIONAL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  SI INTERNATIONAL LEARNING, INC.,

  
	
     

  	
   

  	
  a Maryland corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
  By:

  	
   

  	
  /s/ Thomas E. Dunn

  
	
     

  	
   

  	
  Name:

  	
   

  	
  Thomas E. Dunn

  
	
     

  	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer and Treasurer

  



 


	
  

  	
   

  	
  MATCOM
  INTERNATIONAL CORP.,

  
	
     

  	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
     

  	
   

  	
  By:

  	
   

  	
  /s/ Thomas E. Dunn

  
	
     

  	
   

  	
  Name:

  	
   

  	
  Thomas E. Dunn

  
	
     

  	
   

  	
  Title:

  	
   

  	
  Chief
  Financial Officer and Treasurer

  



 


	
  

  	
   

  	
  SI
  INTERNATIONAL TECHNOLOGY SERVICES, INC.

  
	
   

  	
   

  	
  f/k/a
  Materials, Communication and Computers, Inc.,

  
	
     

  	
   

  	
  a
  North Carolina corporation

  
	
   

  	
   

  	
   

  
	
     

  	
   

  	
  By:

  	
   

  	
  /s/ Thomas E. Dunn

  
	
     

  	
   

  	
  Name:

  	
   

  	
  Thomas E. Dunn

  
	
     

  	
   

  	
  Title:

  	
   

  	
  Chief
  Financial Officer and Treasurer

  



 


	
  

  	
   

  	
  BRIDGE
  TECHNOLOGY CORPORATION,

  
	
     

  	
   

  	
  a
  Virginia corporation

  
	
   

  	
   

  	
   

  
	
     

  	
   

  	
  By:

  	
   

  	
  /s/ Thomas E. Dunn

  
	
     

  	
   

  	
  Name:

  	
   

  	
  Thomas E. Dunn

  
	
     

  	
   

  	
  Title:

  	
   

  	
  Chief
  Financial Officer and Treasurer

  



 


	
  

  	
   

  	
  SHENANDOAH
  ELECTRONIC INTELLIGENCE, INC.,

  
	
     

  	
   

  	
  a
  Virginia corporation

  
	
   

  	
   

  	
   

  
	
     

  	
   

  	
  By:

  	
   

  	
  /s/ Thomas E. Dunn

  
	
     

  	
   

  	
  Name:

  	
   

  	
  Thomas E. Dunn

  
	
     

  	
   

  	
  Title:

  	
   

  	
  Chief
  Financial Officer and Treasurer

  



 


	
  

  	
   

  	
  SI INTERNATIONAL SEIT,
  INC. f/k/a SEI TECHNOLOGY, INC.,

  
	
     

  	
   

  	
  a
  Virginia corporation

  
	
   

  	
   

  	
   

  
	
     

  	
   

  	
  By:

  	
   

  	
  /s/ Thomas E. Dunn

  
	
     

  	
   

  	
  Name:

  	
   

  	
  Thomas E. Dunn

  
	
     

  	
   

  	
  Title:

  	
   

  	
  Chief
  Financial Officer and Treasurer

  



 











SI INTERNATIONAL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


	
  

  	
   

  	
  ZEN TECHNOLOGY,
  INC.,

  
	
     

  	
   

  	
  a Virginia corporation

  
	
   

  	
   

  	
   

  
	
     

  	
   

  	
  By:

  	
   

  	
  /s/ Thomas E. Dunn

  
	
     

  	
   

  	
  Name:

  	
   

  	
  Thomas E. Dunn

  
	
     

  	
   

  	
  Title:

  	
   

  	
  Executive Vice President,
  Chief

  
	
   

  	
   

  	
   

  	
   

  	
  Financial Officer and
  Treasurer

  



 











SI INTERNATIONAL, INC.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


	
  ADMINISTRATIVE AGENT:

  	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  
	
     

  	
   

  	
  as Administrative Agent on behalf of itself and the
  other Lenders

  
	
   

  	
   

  	
   

  
	
     

  	
   

  	
  By:

  	
   

  	
  /s/ Robert Sevin

  
	
     

  	
   

  	
  Name:

  	
   

  	
  Robert Sevin

  
	
     

  	
   

  	
  Title:

  	
   

  	
  Director

  



 















 


SCHEDULE 1


POST-CLOSING GOOD STANDING CERTIFICATES


	
  

  	
   

  	
  Company

  	
   

  	
   

  	
   

  	
  Jurisdiction

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A)

  	
   

  	
  SI
  International, Inc.

  	
   

  	
  Virginia

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B)

  	
   

  	
  SI
  International Consulting, Inc.

  	
   

  	
  Virginia

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C)

  	
   

  	
  SI
  International Learning, Inc.

  	
   

  	
  Virginia

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D)

  	
   

  	
  SI
  International SEIT, Inc.

  	
   

  	
  Virginia

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E)

  	
   

  	
  SI
  International Technology Services, Inc.

  	
   

  	
  Virginia

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F)

  	
   

  	
  Zen Technology, Inc.

  	
   

  	
  Virginia

  	
   

  



 















 


EXHIBIT A

FORM OF LENDER CONSENT


See attached.


 















 


LENDER CONSENT TO SECOND AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT


This Lender Consent is given pursuant to the Amended
and Restated Credit Agreement, dated as of February 9, 2005 (as previously
amended and modified, the “Credit Agreement”; and as amended by the
Amendment (as defined below), the “Amended Credit Agreement”), by and
among SI INTERNATIONAL, INC., a Delaware corporation, (the “Parent Borrower”),
those Domestic Subsidiaries of the Parent Borrower from time to time party
thereto (the “Subsidiary Borrowers”), the Lenders from time to time
party thereto and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association, as administrative agent for the Lenders (in such capacity, the “Administrative
Agent”).  Capitalized terms used herein
shall have the meanings ascribed thereto in the Amended Credit Agreement unless
otherwise defined herein.


The undersigned hereby approves the amendment of the
Credit Agreement effected by the Second Amendment to Amended and Restated
Credit Agreement to be dated on or about June  8,
2007, by and among the Parent Borrower, the Subsidiary Borrowers and the
Administrative Agent (the “Amendment”) and authorizes the Administrative
Agent to execute and deliver the Amendment on its behalf (and, by its execution
below, the undersigned agrees to be bound by the terms and conditions of the
Amendment and the Amended Credit Agreement).


A duly authorized officer of the undersigned has
executed this Lender Consent as of the ___ day of _____, 2007.


	
     

  	
   

  	
                                                                                       
  ,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
  By:

  	
   

  	
   

  
	
     

  	
   

  	
  Name:

  	
   

  	
   

  
	
     

  	
   

  	
  Title: