Accounts; Certain Addresses for Notices
1.
Address for the Borrower:
Borrower:
Dynamics Research Corporation
Two Tech Drive
Andover, Massachusetts 01810
Attention:
Mr. David Keleher
Chief Financial Officer
Telephone:
(978) 289-1500
Facsimile:
(978) 289-1887
E-mail:

Website:
With copies to:
Dynamics Research Corporation
Two Tech Drive
Andover, Massachusetts 01810
Attention:
Mr. Richard A. Covel
Vice President and General Counsel
Telephone:
(978) 289-1500
Facsimile:
(978) 289-1887
E-mail:

Website:
2.
Addresses for the Lenders:
Lead Investor:
Ares Mezzanine Partners, L.P.
2000 Avenue of the Stars, 12th Floor
Los Angeles, CA 90067
Attention:
Mark Affolter and Mitchell Goldstein
Telephone:
(310) 201-4100
Facsimile:
(310) 921-7213
E-mail:
 and 
With copies to:
Bingham McCutchen LLP
399 Park Avenue
New York, NY
10022
Attention: Frederick F. Eisenbiegler, Esq.
Telephone:
(212) 705-7745
Facsimile:
(212) 702-3646
E-mail:

13527021.3
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Remittance Instructions:
The Bank of New York Mellon
601 Travis 16th Floor
Houston, TX 77002
ABA#:
021000018
GL (General Ledger) Acct.#:
211551
BNF A/C Name: Ares Mezzanine Partners, L.P.
FFC: TAS 813723
Ref:
Dynamics Research Corp./Senior Subordinated Loan
13527021.3
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EXHIBIT C-1
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND
INTERCREDITOR AGREEMENT (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR
OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, THE
"SUBORDINATION AGREEMENT") DATED AS OF JUNE 30, 2011 AMONG ARES MEZZANINE
PARTNERS, L.P., THE OTHER SUBORDINATED CREDITORS PARTY THERETO FROM TIME TO
TIME, DYNAMICS RESEARCH CORPORATION, A MASSACHUSETTS CORPORATION ("BORROWER"),
CERTAIN SUBSIDIARIES OF THE BORROWER PARTY THERETO AND BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT ("ADMINISTRATIVE AGENT"), TO THE INDEBTEDNESS (INCLUDING
INTEREST) OWED BY THE BORROWER PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED
AS OF JUNE 30, 2011 BY AND AMONG THE BORROWER, THE ADMINISTRATIVE AGENT AND THE
LENDERS FROM TIME TO TIME PARTY THERETO (THE "CREDIT AGREEMENT"), AS SUCH CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS THEREUNDER (SUBJECT TO THE TERMS OF THE
SUBORDINATION AGREEMENT) HAVE BEEN AND HEREAFTER MAY BE AMENDED, SUPPLEMENTED,
AMENDED AND RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME AND (SUBJECT TO THE
TERMS OF THE SUBORDINATION AGREEMENT) TO INDEBTEDNESS REFINANCING THE
INDEBTEDNESS UNDER THE CREDIT AGREEMENT AS PERMITTED BY THE SUBORDINATION
AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF,
IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
FORM OF
NOTE
$[40,000,000.] June [___], 2011
FOR VALUE RECEIVED, the undersigned hereby promises to pay to
_____________________ or registered assigns (the "Lender"), in accordance with
the provisions of the Loan Agreement (as hereinafter defined), the principal
amount of [FORTY MILLION DOLLARS ($40,000,000)] plus the addition of any PIK
Amount (as defined in the Loan Agreement (defined below)) not evidenced by a PIK
Note (as defined in the Loan Agreement), made by the Lender to the Borrower
under that certain Senior Subordinated Loan Agreement, dated as of June 30, 2011
(as amended, restated, extended, supplemented or otherwise modified in writing