U.S.C. § 1
et seq., as amended) (the "Trading With the Enemy Act") or any of the foreign
assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) (the "Foreign Assets Control Regulations") or
any enabling legislation or executive order relating thereto (which for the
avoidance of doubt shall include, but shall not be limited to (a) Executive
Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg.
49079 (2001)) (the "Executive Order") and (b) the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Public Law 107-56)).
Furthermore, none of the Borrowers
or their Affiliates (a) is or will become a "blocked person" as described in the
Executive Order, the Trading With the Enemy Act or the Foreign Assets Control
Regulations or (b) engages or will engage in any dealings or transactions, or be
otherwise associated, with any such "blocked person".
{REMAINDER OF PAGE LEFT INTENTIONALLY BLANK}
1097265.4
-79-
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS LOAN AGREEMENT AS AN
INSTRUMENT UNDER SEAL AS OF THE DATE FIRST WRITTEN ABOVE.
DYNAMICS RESEARCH CORPORATON
("Lead Borrower and Borrower")
By:
/s/ David Keleher
Name:
David Keleher
Title:
Senior Vice President - Finance,
CFO and Treasurer
DRC INTERNATIONAL
CORPORATON
("Borrower")
By:
/s/ David Keleher
Name:
David Keleher
Title:
Vice President - Finance CFO
H.J. FORD ASSOCIATES, INC.
("Borrower")
By:
/s/ David Keleher
Name:
David Keleher
Title:
Treasurer, CFO and Assistant
Secretary
KADIX SYSTEMS, LLC
("Borrower")
By:
/s/ David Keleher
Name:
David Keleher
Title:
Manager
1097265.4
-S-1-
BROWN BROTHERS HARRIMAN & CO.
("Administrative Agent and Lender")
By:
/s/ Daniel G. Head, Jr.
Name:
Daniel G. Head, Jr.
Title:
S.V.P.
TD BANK, N.A.
("Documentation Agent and Lender")
By:
/s/ David Nicholson
Name:
David Nicholson
Title:
VP - Director, Corporate Banking
BANK OF AMERICA, N.A.
("Syndication Agent and Lender")
By:
/s/ Jean S. Manthorne
Name:
Jean S. Manthorne
Title:
Senior Vice President
1097265.4
-S-2-
EXHIBITS
The following Exhibits to this Amended and Restated Loan Agreement are
respec­tively described in the section indicated.
EXHIBIT 1
Commitments/Commitment Percentages
ARTICLE 1
EXHIBIT 3-5:
Revolving Credit Note
§3-5
EXHIBIT 3-8:
Renewal/Conversion Notice
§3-8
EXHIBIT 4-1:
Term Note
§4-1
EXHIBIT 5-14:
Material Changes
§5-14
EXHIBIT 6-2:
Related Entity
§6-2(b)
EXHIBIT 6-5:
Locations
§6-5
EXHIBIT 6-6:
Permitted Liens
§6-6
EXHIBIT 6-7:
Indebtedness
§6-7
EXHIBIT 6-8
Insurance Policies
§6-8
EXHIBIT 6-9:
Licenses, Distributor Franchise Agreement
§6-9
EXHIBIT 6-10:
Leases
§6-10
EXHIBIT 6-11:
Legal Requirements
§6-11
EXHIBIT 6-13:
Taxes
§6-13
EXHIBIT 6-16:
Hazardous Materials
§6-16
EXHIBIT 6-17:
Litigation
§6-17
EXHIBIT 6-19:
Guaranties and Investments
§6-19
EXHIBIT 6-28:
Government Contracts
§6-28
EXHIBIT 8-4(c):
Compliance Certificate
§8-4
EXHIBIT AA:
Assignment and Acceptance
§14-13
EXHIBIT BB:
Existing L/Cs
ARTICLE 1
-Exhibits-
1097265.4