REVOLVING LOAN NOTE
|
$27,500,000
|
February
22, 2010
|
FOR VALUE RECEIVED, the undersigned,
THE KEYW HOLDING CORPORATION, a Maryland corporation, THE KEYW CORPORATION, a
Maryland corporation, INTEGRATED COMPUTER CONCEPTS, INCORPORATED, a Maryland
corporation, S&H ENTERPRISES OF CENTRAL MARYLAND, INC., a Maryland
corporation, and THE ANALYSIS GROUP, LLC, a Virginia limited liability company
(collectively, the “Borrowers”) hereby
jointly and severally promise to pay to the order of BANK OF AMERICA, N.A., a
national banking association (the “Lender”), in lawful
money of the United States of America and in immediately available funds and
without deduction, set-off or other reduction, the principal amount of TWENTY
SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($27,500,000) or such lesser amount
as shall equal the aggregate outstanding Advances made or deemed to be made by
the Lender to the Borrowers under the Revolving Credit Facility established by
the Credit Agreement referred to below, on the dates and in the principal
amounts provided in the Credit Agreement, and to pay interest on the unpaid
principal amount of each such Advance, at such office, in like money and funds,
for the period commencing on the date of advance of each such Advance until such
Revolving Credit Facility be paid in full, at the rates per annum and on the
dates provided in the Credit Agreement.
This Note is the “Note” referred to in
that certain Credit and Security Agreement of even date herewith between the
Borrowers and the Lender (such Credit Agreement, as the same may be amended,
modified, supplemented, renewed, extended or restated from time to time, being
referred to herein as the “Credit Agreement”),
and evidences Advances made by the Lender thereunder. The holder of
this Note shall be entitled to, without limitation, the benefits provided in the
Credit Agreement as set forth therein. The Credit Agreement, among
other things, contains provisions for acceleration of the maturity of this Note
upon the happening of certain stated events and for prepayment of the Advances
prior to the maturity of this Note upon the terms and conditions specified in
the Credit Agreement. Capitalized terms used in this Note have the
respective meanings assigned to them in the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND (WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES) AND THE APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.
The Borrowers and each surety,
guarantor, endorser and other party ever liable for payment of any sums of money
payable on this Note jointly and severally waive notice, presentment, demand for
payment, protest, notice of protest and non-payment or dishonor, notice of
acceleration, notice of intent to accelerate, notice of intent to demand,
diligence in collecting, grace and all other formalities of any kind, and
consent to all extensions without notice for any period or periods of time and
partial payments, before or after maturity, and any impairment of any collateral
securing this Note, all without prejudice to the holder. The holder shall
similarly have the right to deal in any way, at any time, with one or more of
the foregoing parties without notice to any other party, and to grant any such
party any extensions of time for payment of any of said indebtedness, or to
release or substitute part or all of the collateral securing this Note, or to
grant any other indulgences or forbearances whatsoever, without notice to any
other party and without in any way affecting the personal liability of any party
hereunder.
THIS
NOTE, TOGETHER WITH THE OTHER FINANCING DOCUMENTS, REPRESENTS THE FINAL
AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[signature page
follows]
IN
WITNESS WHEREOF, the Borrowers have caused this Note to be executed in its name,
under its seal and on its behalf by its duly authorized representative the day
and year first written above.
|
BORROWERS:
|
||||
|
WITNESS:
|
THE
KEYW HOLDING CORPORATION
|
|||
|
/s/Xxxxx
X.
Xxxxx
|
By:
|
/s/
Xxxxxxx X.
Xxxxxxxxx
|
(SEAL)
|
|
| Name: Xxxxxxx X. Xxxxxxxxx | ||||
| Title: Chief Executive Officer | ||||
|
WITNESS:
|
THE
KEYW HOLDING CORPORATION
|
|||
|
/s/Xxxxx
X.
Xxxxx
|
By:
|
/s/
Xxxxxxx X.
Xxxxxxxxx
|
(SEAL)
|
|
| Name: Xxxxxxx X. Xxxxxxxxx | ||||
| Title: Chief Executive Officer | ||||
|
WITNESS:
|
INTEGRATED
COMPUTER CONCEPTS,
|
|||
|
INCORPORATED
|
||||
|
/s/Xxxxx
X.
Xxxxx
|
By:
|
/s/
Xxxx X.
Xxxxxxx
|
(SEAL)
|
|
| Name: Xxxx X. Xxxxxxx | ||||
| Title: Chief Financial Officer | ||||
|
WITNESS:
|
S&H
ENTERPRISES OF
|
|||
|
CENTRAL
MARYLAND, INC.
|
||||
|
/s/Xxxxx
X.
Xxxxx
|
By:
|
/s/
Xxxx X.
Xxxxxxx
|
(SEAL)
|
|
| Name: Xxxx X. Xxxxxxx | ||||
| Title: Chief Financial Officer | ||||
|
WITNESS:
|
THE
ANALYSIS GROUP, LLC
|
|||
|
/s/Xxxxx
X.
Xxxxx
|
By:
|
/s/
Xxxx X.
Xxxxxxx
|
(SEAL)
|
|
| Name: Xxxx X. Xxxxxxx | ||||
| Title: Chief Financial Officer | ||||
