Item 8.01. Other Events.

On June 29, 2012, Dynamics Research Corporation (the "Company") amended its Credit Agreement entered into by and among the Company, the guarantors, each lending party, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Credit Agreement was amended to exclude any disbursements in connection with our contemplated Employee Stock Purchase Plan rescission offer from the definition of restricted payments, to add that no prepayment is required from the net cash proceeds from any sale or issuance of equity interests and to permit the $5 million restricted payment basket to be used if our consolidated total leverage ratio is greater than 3.0 to 1.0. On the same date, the Company also amended its Senior Subordinated Loan Agreement entered into by and among the Company, the guarantors, Ares Mezzanine Partners, L.P., and each of the other lenders from time to time party hereto. The Senior Subordinated Loan Agreement was amendment to exclude any disbusements in connection with our contemplated Employee Stock Purchase Plan rescission offer from the definition of restricted payments.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 10.1 Amendment No. 2 to Credit Agreement, dated as of June 29, 2012, among Dynamics Research Corporation, the Borrower, the Guarantors, each Lender party and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 10.2 Amendment No. 1 to Senior Subordinated Loan Agreement, dated as of June 29, 2012, among Dynamics Research Corporation, the Borrower, the Guarantors, Ares Mezzanine Partners, L.P., as a Lender and Lead Investor and the other lenders from time to time party hereto.