TERM LOAN NOTE
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$5,000,000
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February
22, 2010
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FOR VALUE
RECEIVED, the undersigned, THE KEYW CORPORATION, a Maryland corporation, THE
KEYW HOLDING 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 FIVE
MILLION DOLLARS ($5,000,000.00) on the dates and in the principal amounts
provided in the Credit Agreement, and to pay interest on the unpaid principal
amount of such Term Loan, in like money and funds, for the period commencing on
the date hereof until such Term Loan shall be paid in full, at the rates per
annum and in accordance with the terms and conditions of the Credit
Agreement.
This Note
is the “Term 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 the Term Loan made or deemed to be 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 Term Loan 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]
KEYW and
Subsidiaries
Page 2 of
3
IN
WITNESS WHEREOF, each Borrower has 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.
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BORROWERS:
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WITNESS:
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THE
KEYW CORPORATION
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/s/Xxxxx X. Xxxxx
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By:
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/s/ Xxxxxxx X. Xxxxxxxxx
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(SEAL)
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Name:
Xxxxxxx X. Xxxxxxxxx
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Title:
Chief Executive Officer
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WITNESS:
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THE
KEYW HOLDING CORPORATION
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/s/Xxxxx X. Xxxxx
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By:
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/s/ Xxxxxxx X. Xxxxxxxxx
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(SEAL)
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Name:
Xxxxxxx X. Xxxxxxxxx
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||||
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Title:
Chief Executive Officer
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WITNESS:
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INTEGRATED
COMPUTER CONCEPTS,
INCORPORATED
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|||
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/s/Xxxxx X. Xxxxx
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By:
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/s/ Xxxx X. Xxxxxxx
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(SEAL)
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Name:
Xxxx X. Xxxxxxx
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||||
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Title:
Chief Financial Officer
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WITNESS:
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S&H
ENTERPRISES OF
CENTRAL
MARYLAND, INC.
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/s/Xxxxx X. Xxxxx
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By:
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/s/ Xxxx X. Xxxxxxx
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(SEAL)
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Name:
Xxxx X. Xxxxxxx
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||||
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Title:
Chief Financial Officer
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WITNESS:
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THE
ANALYSIS GROUP, LLC
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/s/Xxxxx X. Xxxxx
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By:
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/s/ Xxxx X. Xxxxxxx
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(SEAL)
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Name:
Xxxx X. Xxxxxxx
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||||
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Title:
Chief Financial
Officer
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KEYW and
Subsidiaries
Page 3 of
3
