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Exhibit 10.2
MASTER UNLIMITED GUARANTY
MASTER UNLIMITED GUARANTY, ("Guaranty") dated as of September 29,
2006 by
each of DYNAMICS RESEARCH CORPORATION, a Massachusetts corporation,
DRC
INTERNATIONAL CORPORATION, a Massachusetts corporation, and H.J.
FORD
ASSOCIATES, INC., a Delaware corporation (hereinafter, singly a
"Guarantor" and
collectively, the "Guarantors"), in favor of BROWN BROTHERS
HARRIMAN & CO., a
New York general partnership with offices at 40 Water Street,
Boston,
Massachusetts, for itself and as Administrative Agent (the "Agent")
for each of
the Lenders (defined below) which are and which may become parties
to the Loan
Agreement (defined below). All capitalized terms used herein, and
not otherwise
defined herein, shall have the meanings set forth in the Loan
Agreement. In
consideration of the Agent's and the Lenders' giving, in their
discretion,
credit or banking facilities or accommodations to each of those
persons
described on Exhibit A annexed hereto and incorporated herein by
reference (each
such person, together with its successors, individually a
"Customer" and
collectively, the "Customers"), each Guarantor jointly and
severally agrees as
follows:
1. GUARANTY OF
PAYMENT AND PERFORMANCE. Each Guarantor, jointly and severally
hereby guarantees to the Agent and each Lender the full and
punctual
payment when due (whether at maturity, by acceleration or
otherwise), and
the
performance, of all Liabilities of any Customer to the Agent or to
any
Lender in connection with that certain Third Amended and Restated
Loan
Agreement dated as of even date herewith (as same may be amended,
modified
or
replaced, the "Loan Agreement"), made by and among the Customers,
the
Agent, TD Banknorth, N.A., as Documentation Agent and Bank of
America,
N.A., as Syndication Agent, and each of Brown Brothers Harriman
& Co., TD
Banknorth, N.A. and Bank of America, N.A., as lenders, and such
other
lenders which may hereafter become parties to the Loan Agreement
(each a
"Lender" and collectively, the "Lenders"). This Guaranty is an
absolute,
unconditional and continuing guaranty of the full and punctual
payment and
performance of the Liabilities and not of their collectibility only
and is
in
no way conditioned upon any requirement that the Agent first
attempt to
collect any of the Liabilities from any Customer or resort to any
security
or
other means of obtaining their payment. Upon the occurrence and
continuance of any Event of Default, the obligations of the
Guarantor
hereunder shall become immediately due and payable to the Agent and
the
Lenders, without demand or notice of any nature, all of which are
expressly
waived by each Guarantor. Payments by any Guarantor hereunder may
be
required by the Agent on any number of occasions.
2. GUARANTORS'
AGREEMENT TO PAY. Each Guarantor further agrees, as the
principal obligor and not as a guarantor only, to pay to the Agent
for the
ratable benefit of the Lenders, on demand, all costs and
expenses
(including court costs and legal expenses) incurred or expended by
the
Agent in connection with the Liabilities, this Guaranty and
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the
enforcement thereof, together with interest on amounts
recoverable
under this Guaranty from the time such amounts become due until
payment, at
the
rate per annum equal to the default rate set forth in the Loan
Agreement applicable to the Liabilities after the occurrence
and
continuance of any Event of Default; provided that if such interest
exceeds
the
maximum amount permitted to be paid under applicable law, then
such
interest shall be reduced to such maximum permitted amount.
3. UNLIMITED
GUARANTY. The liability of each Guarantor hereunder shall be
unlimited.
4. WAIVERS BY
GUARANTORS; AGENT'S FREEDOM TO ACT. Each Guarantor agrees that
the
Liabilities will be paid and performed strictly in accordance
with
their respective terms regardless of any law, regulation or order
now or
hereafter in effect in any jurisdiction affecting any of such terms
or the
rights of the Agent with respect thereto. Each Guarantor waives
presentment, demand, protest, notice of acceptance, notice of
Liabilities
incurred and all other notices of any kind, all defenses which may
be
available by virtue of any valuation, stay, moratorium law or other
similar
law
now or hereafter in effect, any right to require the marshalling
of
assets of the Customers, and all suretyship defenses generally.
Without
limiting the generality of the foregoing, each Guarantor agrees to
the
provisions of any instrument evidencing, securing or otherwise
executed in
connection with any Liability and agrees that the obligations of
the
Guarantors hereunder shall not be released or discharged, in whole
or in
part, or otherwise affected by (i) the failure of the Agent to
assert any
claim or demand or to enforce any right or remedy against any
Customer;
(ii)
any extensions or renewals of any Liability; (iii) any
rescissions,
waivers, amendments or modifications of any of the terms or
provisions of
any
agreement evidencing, securing or otherwise executed in connection
with
any
Liability; (iv) the substitution or release of any entity primarily
or
secondarily liable for any Liability; (v) the adequacy of any
rights the
Agent or any Lender may have against any collateral or other means
of
obtaining repayment of the Liabilities; (vi) the impairment of
any
collateral securing the Liabilities, including without limitation
the
failure to perfect or preserve any rights the Agent might have in
such
collateral or the substitution, exchange, surrender, release, loss
or
destruction of any such collateral; or (vii) any other act or
omission
which might in any manner or to any extent vary the risk of the
Guarantor
or
otherwise operate as a release or discharge of the Guarantor, all
of
which may be done without notice to the Guarantor.
5.
UNENFORCEABILITY OF OBLIGATIONS AGAINST CUSTOMERS. If for any
reason any
Customer has no legal existence or is under no legal obligation
to
discharge any of the Liabilities, or if any of the Liabilities have
become
irrecoverable from any Customer by operation of law or for any
other
reason, this Guaranty shall nevertheless be binding on the
Guarantors to
the
same extent as if the Guarantors at all times had been
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the
principal obligor on all such Liabilities. In the event that
acceleration of the time for payment of the Liabilities is stayed
upon the
insolvency, bankruptcy or reorganization of any Customer, or for
any other
reason, all such amounts otherwise subject to acceleration under
the terms
of
any agreement evidencing, securing or otherwise executed in
connection
with
any Liability shall be immediately due and payable by the
Guarantors.
6. SUBROGATION;
SUBORDINATION. No Guarantor shall exercise any rights ag
