PURCHASE AGREEMENT BY AND AMONG ESSEX CORPORATION THE WINDERMERE GROUP, LLC WINDERMERE HDS, LLC WINDERMERE INFORMATION TECHNOLOGY SYSTEMS, LLC AND THE SELLERS OF THE WINDERMERE GROUP, LLC February 28, 2005Purchase Agreement • March 4th, 2005 • Essex Corporation • Services-engineering services • Maryland
THIS PURCHASE AGREEMENT, made and entered into effective as of February 28, 2005, is by and among Essex Corporation, a publicly traded Virginia corporation (“Purchaser”), The Windermere Group, LLC, a Maryland limited liability company (the “Company”), the Company’s wholly owned, active subsidiaries, Windermere HDS, LLC, a Maryland limited liability company and Windermere Information Technology Systems, LLC, a Maryland limited liability company (collectively, the “Active Subsidiaries”), and The Susan Katharine Tate Burrowbridge, LLC, a Maryland limited liability company, The Elizabeth Tate Winters, LLC, a Maryland limited liability company, and The Andrew Patrick Tate, LLC, a Maryland limited liability company (each a “Seller” and collectively the “Sellers”), being the owners of all of the Company’s issued and outstanding ownership and membership interests on the effective date hereof.
PROMISSORY NOTE AND LOAN AGREEMENTPromissory Note and Loan Agreement • March 4th, 2005 • Essex Corporation • Services-engineering services • Maryland
THIS PROMISSORY NOTE AND LOAN AGREEMENT (this “Note”), is made as of the Date of Note set forth above by and between THE WINDERMERE GROUP, LLC, a Maryland limited liability company (“Borrower”), and ESSEX CORPORATION, a publicly traded Virginia corporation (“Lender”) having an address at 9150 Guilford Road, Columbia, MD 21046.
AMENDMENT TO PROMISSORY NOTE AND LOAN AGREEMENTNote and Loan Agreement • March 4th, 2005 • Essex Corporation • Services-engineering services
This Amendment dated this 7th day of January, 2005 is entered into by and between THE WINDERMERE GROUP, LLC (“Borrower”) and ESSEX CORPORATION (“Lender”) and amends a Promissory Note and Loan Agreement (the “Note”) dated January 6, 2005 between Borrower and Lender for a loan in the principal amount of Twenty Five Million Dollars ($25,000,000) (the “Loan”).
