from time to time, the "Loan Agreement;" the terms defined therein being used
herein as therein defined), among Dynamics Research Corporation, a Massachusetts
corporation (the "Borrower") and the lenders from time to time party thereto.
The undersigned promises to pay interest on the unpaid principal amount of this
Note from the date of such Loan until such principal amount is paid in full, at
such interest rates and at such times as provided in Section 2.08 of the Loan
Agreement.
All payments of principal and interest shall be made to the Lender
in Dollars in immediately available funds at the Lender's account identified in
Section 10.02 of the Loan Agreement.
If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Loan Agreement.
This Note is one of the Notes referred to in the Loan Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein. This Note is also entitled to the benefits of
the Guaranty. Upon the occurrence and continuation of one or more of the
A/74411269.3
Events of Default specified in the Loan Agreement, all amounts then remaining
unpaid on this Note shall become, or may be declared to be, immediately due and
payable all as provided in the Loan Agreement. Loans made by the Lender shall be
evidenced by one or more loan accounts or records maintained by the Lender in
the ordinary course of business.
The Lender may also attach schedules to this
Note and endorse thereon the date, amount and maturity of its Loans and payments
with respect thereto.
The undersigned, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.
A/74411269.3
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
DYNAMICS RESEARCH CORPORATION
By:_________________________________
Name:
Title:
A/74411269.3
EXHIBIT C-2
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"),