**EXHIBIT 10.10**

 

**AMENDMENT TO AMENDED AND RESTATED REVOLVINGCREDIT**

**AND TERM LOAN AGREEMENT**

 

**THIS AMENDMENT TO AMENDED AND RESTATEDREVOLVING 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 “AdministrativeAgent”), and as issuing bank (the “Issuing Bank”), and **STANLEY ASSOCIATES, INC.,** a District of Columbia corporation(“Stanley Associates”), **MORGAN RESEARCHCORPORATION,** an Alabama corporation (“Morgan”), **OKLAHOMA ACQUISITION CORP.,** a Delaware corporation (“OAC”),**TECHRIZON, LLC,** an Oklahoma limitedliability company (“Techrizon”), and **OBERONASSOCIATES, INC.,** a Virginia corporation (“Oberon,” andtogether with Stanley Associates, Morgan, OAC and Techrizon, collectively, the “SubsidiaryLoan Parties,” and together with the Borrower, collectively, the “LoanParties,” and individually, a “Loan Party”).

 

RECITALS

 

WHEREAS, the Borrower, the Lenders and the Administrative Agent areparties to the Amended and Restated Revolving Credit and Term Loan Agreement,dated as of October 10, 2007, as amended by the Supplement and JoinderAgreement, dated as of July 15, 2008, among the Borrower, the other LoanParties and certain of the Lenders (as further amended, modified orsupplemented from time to time, the “Credit Agreement”).  Capitalized terms defined in the CreditAgreement and undefined herein shall have the same defined meanings when suchterms are used in this Amendment;

 

WHEREAS, the Borrower has also requested that the Lenders amend certainprovisions 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 andvaluable consideration (the receipt and sufficiency of which is herebyacknowledged), the parties hereto hereby agree as follows:

 

AGREEMENT

 

# 1.                                       Incorporationof Recitals.  The Recitals hereto areincorporated herein by reference to the same extent and with the same force andeffect as if fully set forth herein.

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# 2.                                       Amendments toCredit Agreement.  The CreditAgreement is hereby amended as follows:

 

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## (a)                                  Thedefinition of “Applicable Margin” contained in Section 1.1 of the CreditAgreement is amended to include the following as the last sentence thereof, toread in its entirety as follows:

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“Notwithstanding the foregoing, theApplicable Margin from August 18, 2008, until the financial statements andCompliance 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)                                 Thelast sentence of the definition of “Applicable Percentage” contained in Section 1.1of the Credit Agreement is amended to include the following as the lastsentence thereof, to read in its entirety as follows:

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

 

## (c)                                  Exceptas specifically modified by this Amendment, the terms and provisions of theCredit Agreement are ratified and confirmed by the parties hereto and remain infull force and effect.

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## (d)                                 Eachof the Borrower, the other Loan Parties, the Administrative Agent and eachLender agrees that, as of and after the Amendment Effective Date (ashereinafter defined), each reference in the Loan Documents to the CreditAgreement shall be deemed to be a reference to the Credit Agreement as amendedhereby.

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# 3.                                       Effectivenessof Amendment.  This Amendment and theamendments contained herein shall become effective on the date (the “AmendmentEffective Date”) when each of the conditions set forth below shall havebeen fulfilled to the satisfaction of the Administrative Agent:

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

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## (b)                                 No event shall haveoccurred and be continuing that constitutes an Event of Default, or that wouldconstitute an Event of Default but for the requirement that notice be given orthat a period of time elapse, or both.

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## (c)                                  All representationsand warranties of the Borrower contained in the Credit Agreement, and allrepresentations and warranties of each other Loan Party in each Loan Documentto which it is a party, shall be true and correct in all material respects atthe Amendment Effective Date as if made on and as of such Amendment EffectiveDate.

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## (d)                                 The Borrower shallhave delivered to the Administrative Agent (1) certified copies ofevidence of all corporate and company actions taken by the Borrower and theother 

 

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

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

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# 4.                                       AmendmentOnly; No Novation; Modification of Loan Documents.  Each of the Borrower and each other LoanParty acknowledges and agrees that this Amendment only amends the terms of theCredit Agreement and the other Loan Documents and does not constitute anovation, and each of the Borrower and each other Loan Party ratifies andconfirms the terms and provisions of, and its obligations under, the CreditAgreement and the other Loan Documents in all respects.  Each of the Borrower and each other LoanParty acknowledges and agrees that each reference in the Loan Documents to anyparticular Loan Document shall be deemed to be a reference to such LoanDocument as amended by this Amendment. To the extent of a conflict between the terms of any Loan Document andthe terms of this Amendment, the terms of this Amendment shall control.

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# 5.                                       Successorsand Assigns.  This Amendment shall bebinding upon and inure to the benefit of the Borrower, the other Loan Parties,the Lenders and the Administrative Agent and their respective successors andassigns.

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# 6.                                       No FurtherAmendments.  Nothing in thisAmendment or any prior amendment to the Loan Documents shall require theAdministrative Agent or any Lender to grant any further amendments to the termsof the Loan Documents.  Each of theBorrower and each other Loan Party acknowledges and agrees that there are nodefenses, counterclaims or setoffs against any of their respective obligationsunder the Loan Documents.

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# 7.                                       Representationsand Warranties.  Each of the Borrowerand each other Loan Party represents and warrants that this Amendment has beenduly authorized, executed and delivered by it in accordance with resolutionsadopted by its board of directors or comparable managing body.  All other representations and warranties madeby the Borrower and each other Loan Party in the Loan Documents areincorporated by reference in this Amendment and are deemed to have beenrepeated as of the date of this Amendment with the same force and effect as ifset forth in this Amendment, except that any representation or warrantyrelating to any financial statements shall be deemed to be applicable to thefinancial statements most recently delivered to the Administrative Agent inaccordance with the provisions of the Loan Documents.  Each of the Borrower and each other LoanParty represents and warrants to the Administrative Agent, the Lenders and theIssuing Bank that, after giving effect to the terms of this Amendment, noDefault has occurred and been continuing.

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# 8.                                       Confirmationof Lien.  Each of the Borrower andeach other Loan Party hereby acknowledges and agrees that the Collateral is andshall remain in all respects subject to the lien, charge and encumbrance of theCredit Agreement and the other Loan Documents and nothing 

 

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

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# 9.                                       Fees andExpenses.  The Borrower agrees to payall reasonable out-of-pocket costs and expenses of the Administrative Agent andits Affiliates, including the reasonable fees, charges and disbursements ofcounsel for the Administrative Agent and its Affiliates, in connection with thepreparation and administration of this Amendment.

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# 10.                                 Severability.  Any provision of this Amendment held to beillegal, invalid or unenforceable in any jurisdiction, shall, as to suchjurisdiction, be ineffective to the extent of such illegality, invalidity orunenforceability without affecting the legality, validity or enforceability ofthe remaining provisions hereof; and the illegality, invalidity orunenforceability of a particular provision in a particular jurisdiction shallnot invalidate or render unenforceable such provision in any otherjurisdiction.

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# 11.                                 Governing Law.  This Amendment shall be construed inaccordance with and be governed by the law (without giving effect to theconflict of law principles thereof) of the State of New York.  THISAMENDMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWSOF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

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

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[SIGNATURES ON FOLLOWING PAGES]

 

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**IN WITNESSWHEREOF**, the parties have caused this Agreement to beduly executed by their respective duly authorized representatives all as of theday 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 |

 

[SIGNATURES CONTINUE ON FOLLOWING PAGES]

 

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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 |

 

[SIGNATURES ON FOLLOWING PAGE]

 

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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 |

 

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