EXHIBIT 10.19
SECOND AMENDMENT TO MORTGAGE, SECURITY AGREEMENT,
AND ASSIGNMENT
This Second Amendment to Mortgage, Security Agreement and Assignment is
made as of the 26th day of June, 2002, by and between DYNAMICS RESEARCH
CORPORATION (hereinafter, the "Mortgagor"), a Massachusetts corporation with an
office at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, and BANKNORTH, N.A.,
formerly known as FIRST MASSACHUSETTS BANK, N.A., formerly known FAMILY BANK,
FSB, a national banking association, for itself and as collateral agent for the
benefit of each of the lenders under a certain Loan and Security Agreement dated
as of February 10, 2000, as amended and restated pursuant to a certain Amended
and Restated Loan Agreement of even date (hereinafter, the "Mortgagee") having
an address for purposes hereof at 7 New England Executive Park, Burlington,
Massachusetts, in consideration of the mutual covenants contained herein and the
benefits to be derived herefrom.
WHEREAS, the Mortgagor granted to the Mortgagee a certain Mortgage,
Security Agreement and Assignment (hereinafter, as amended, the "Mortgage") in
and to certain premises located on Frontage Road, Andover, Massachusetts (as
more particularly described in the Mortgage, the "Premises") dated February 10,
2000 and recorded with the Essex County Registry of Deeds at Book 5676, Page
217, as amended by a certain Amendment to Mortgage, Security Agreement, and
Assignment dated as of June 12, 2000 and recorded with said Deeds in Book 5776,
Page 76, to secure the Mortgagor's prompt, punctual and faithful payment and
performance of certain of the Mortgagor's present and future Liabilities (as
defined in the Mortgage).
WHEREAS, the Mortgagor and the Mortgagee wish to amend, modify and
supplement the Mortgage to secure an amendment and increase of the Mortgagor's
existing Liabilities to the Mortgagee to be included as part of the Liabilities
secured by said Mortgage, all as more particularly hereinafter set forth;
NOW THEREFORE, in consideration of the above premises and of the sum of
One Dollar ($1.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Mortgagor and the Mortgagee
hereby covenant and agree as follows:
1. Article 1 of the Mortgage is hereby deleted in its entirety and
replaced with the following:
"ARTICLE 1 - GRANT OF MORTGAGE INTEREST
To secure the Mortgagor's prompt, punctual, and faithful
payment and performance of all and each of the Mortgagor's
present and future Liabilities (as defined herein) to the
Mortgagee and each of the Lenders arising under a certain
Amended and Restated Loan Agreement of even date between, among
others, the Mortgagor, the Mortgagee, as Documentation Agent,
▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co., as Administrative Agent, and Key
Corporate Capital Inc., as Syndication Agent (as amended,
modified or replaced, the "Credit Agreement"), (Banknorth,
N.A., ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co., Key Corporate Capital Inc.
and such other lenders as may become parties to the Credit
Agreement shall hereinabove and hereinafter be collectively
referred to as the "Lenders") including, without limitation, (i)
a certain Revolving Credit Note dated June 28, 2002 made by,
among others, the Mortgagor payable to Banknorth, N.A. in the
original principal amount of $15,500,000.00, (ii) a certain
Revolving Credit Note dated June 28, 2002 made by, among others,
the Mortgagor payable to ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. in the
original principal amount of $15,500,000.00, (iii) a certain
Revolving Credit Note dated June 28, 2002 made by, among others,
the Mortgagor payable to Key Corporate Capital Inc. in the
original principal amount of $19,000,000.00 (iv) a certain
Amended and Restated Term Note dated as of June 12, 2000 made
by, among others, the Mortgagor payable to First Massachusetts
Bank, N.A., formerly known as Family Bank, FSB in the original
principal amount of $5,000,000.00, as amended and restated by a
certain Amended and Restated Term Note dated as of June 28, 2002
made by, among others, the Mortgagor payable to Banknorth, N.A.,
formerly known as First Massachusetts Bank, N.A., formerly known
as Family Bank, FSB in the original principal amount of
$5,000,000, and (v) a certain Amended and Restated Term Note
dated as of June 12, 2000 made by, among others, the Mortgagor
payable to ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. in the original
principal amount of $5,000,000.00, as amended and restated by a
certain Amended and Restated Term Note dated as of June 28, 2002
made by, among others, the Mortgagor payable to ▇▇▇▇▇ Brothers
▇▇▇▇▇▇▇▇ & Co. in the original principal amount of $5,000,000,
and any extensions, renewals, substitutions, modifications or
replacements of any of the foregoing (hereinafter, singly and
collectively, the "Notes")," the Mortgagor hereby grants,
mortgages, assigns, and transfers to the Mortgagee with MORTGAGE
COVENANTS, the Collateral (as defined herein). The Mortgagor
intends to convey and hereby does convey to the Mortgagee with
MORTGAGE COVENANTS(to be included within the Collateral), the
premises conveyed to the Mortgagor by deed recorded with the
Essex County Registry of Deeds to secure the Liabilities.
2. Except as specifically modified herein, all terms and conditions
of the Mortgage shall remain in full force and effect and are
hereby ratified and confirmed. The Mortgage, as modified hereby,
and as provided in said Mortgage, is upon the STATUTORY
CONDITION and upon the further condition that all covenants and
agreements of the Mortgagor contained therein and herein shall
be kept and fully performed, for any breach of which condition
the holder hereof shall have the STATUTORY POWER OF SALE.
3. The Mortgagor acknowledges, confirms and agrees that as of the
date hereof it has no offsets, defenses, claims or counterclaims
against the Mortgagee with respect to any of its liabilities or
obligations due and owing to the Mortgagee, and, to the extent
that the Mortgagor has or has ever had any such offsets,
defenses, claims or counterclaims, the Mortgagor hereby
specifically WAIVES and RELEASES any and all rights to such
offsets, defenses, claims or counterclaims.
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IN WITNESS WHEREOF, the parties hereto have caused these presents to be
signed, sealed and acknowledged and duly authorized as of the 27th day of June,
2002.
DYNAMICS RESEARCH CORPORATION
("Mortgagor")
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Treasurer
("Mortgagee")
BANKNORTH, N.A., formerly known as FIRST MASSACHUSETTS
BANK, N.A., formerly known as FAMILY BANK, FSB, for
itself and as collateral agent
By: /s/ C. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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C. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Vice President
COMMONWEALTH OF MASSACHUSETTS
Essex County, ss. June 27, 2002
Then personally appeared the above named ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, being the President and Treasurer of Dynamics Research Corporation, and
acknowledged the foregoing instrument to be their free act and deed and the free
act and deed of said corporation, before me,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Notary Public
My Commission Expires: March 24, 2004
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss. June 26, 2002
Then personally appeared the above named C. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, the Vice
President of Banknorth, N.A., formerly known as First Massachusetts Bank, N.A.,
formerly known as Family Bank, FSB, and acknowledged the foregoing instrument to
be said person's free act and deed and the free act and deed of said entity,
before me,
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Notary Public
My Commission Expires: 2/14/08
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