Item 1.01. Entry into a Material Definitive Agreement.

On December 31, 2012, NCI, Inc. (the "Company") and its subsidiaries entered into a Waiver and Amendment of Amended and Restated Loan and Security Agreement (the "Amendment") with SunTrust Bank, which acted as Administrative Agent for the Lenders thereunder. The Amendment modifies certain terms of the Company's Amended and Restated Loan and Security Agreement, including, among other things,
(i) a reduction in aggregate borrowing capacity under the Company's credit facility from $125.0 million to $80.0 million, (ii) certain changes in the Company's financial covenants, including its maximum funded debt ratio and its minimum net worth, which shall be calculated under the Amendment based on minimum tangible net worth, (iii) reduction in the credit facility's accordion feature from $50 million to $45 million, and (iv) a waiver from compliance with the Company's covenant to maintain the existence of Operational Technologies Services, Inc. ("OTS"), a former subsidiary of the Company, and the removal of OTS as a borrower as a result of OTS' dissolution. Also under the Amendment, outstanding balances under the credit facility will incur interest at a rate based on LIBOR plus an applicable margin ranging from 225 to 325 basis points.

The foregoing description is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Waiver and Amendment to Amended and Restated Loan and Security Agreement, dated as of December 31, 2012

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