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