DYNAMICS RESEARCH CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    Exhibit 10.1

                AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
                            DATED JUNE 28, 2002 AMONG
              DYNAMICS RESEARCH CORPORATION, DRC ENCODER, INC., DRC
      METRIGRAPHICS, INC., DRC SOFTWARE, INC.,DRC TELECOM, INC., DYNAMICS
         RESEARCH INVESTMENT CORPORATION, DRC INTERNATIONAL CORPORATION
                         AND H.J. FORD ASSOCIATES, INC.
                                       AND
       BROWN BROTHERS HARRIMAN & CO., AS ADMINISTRATIVE AGENT AND LENDER,
          BANKNORTH, N.A., AS DOCUMENTATION AGENT AND LENDER, AND KEY
            CORPORATE CAPITAL INC., AS SYNDICATION AGENT AND LENDER


         This Amendment to Amended and Restated Loan Agreement (hereinafter, the
"Amendment") is made as of the 16th day of December, 2002 by and between
Dynamics Research Corporation, DRC Encoder, Inc., DRC Metrigraphics, Inc., DRC
Software, Inc., and DRC Telecom, Inc., Dynamics Research Investment Corporation,
DRC International Corporation and H.J. Ford Associates, Inc., Massachusetts
corporations (other than H.J. Ford Associates, Inc. which is a Delaware
corporation) with their principal executive offices at 60 Frontage Road,
Andover, Massachusetts (hereinafter, individually and collectively, jointly and
severally, the "Borrowers") and Brown Brothers Harriman & Co., as administrative
agent and as a lender, BankNorth, N.A., as documentation agent and as a lender,
and Key Corporate Capital Inc., as syndication agent and as a lender
(hereinafter, individually and collectively, the "Lenders"), in consideration of
the mutual covenants contained herein and the benefits to be derived herefrom.
Unless otherwise specified herein, all capitalized terms shall have the same
meaning as set forth in the Credit Agreement (as defined hereinbelow).

                              W I T N E S S E T H:

         WHEREAS, the Borrowers executed and delivered to the Lenders a certain
Amended and Restated Loan Agreement dated June 28, 2002 (hereinbefore and
hereinafter, the "Credit Agreement") pursuant to which, among other things, the
Lenders extended in favor of the Borrowers a Revolving Credit in the maximum
principal amount of $50,000,000.00 and a Term Loan in the maximum principal
amount of $10,000,000.00; and

         WHEREAS, the Borrowers have requested that the Lenders (i) amend the
Consolidated Tangible Net Worth covenant set forth in Section 11-8 of the Credit
Agreement, and (ii) otherwise modify the Credit Agreement as set forth herein;
and

         WHEREAS, the Lenders have indicated their willingness to do so, BUT
ONLY on the terms and conditions contained in this Amendment; and

         WHEREAS, the Borrowers have determined that this Amendment is in the
Borrowers' respective best interests.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. The Borrowers hereby certify to the Lenders that, to the best of the
Borrowers' knowledge and belief after due inquiry, the representations and
warranties contained in the Credit Agreement, as modified by this Amendment, are
true as of the date hereof and that no Event of Default under the Credit
Agreement or any document executed in connection therewith has occurred and is
continuing.

<PAGE>

         2. Section 11-8 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:

                  "11-8. Consolidated Tangible Net Worth. The Borrowers shall
                  not at any time during the term of the Revolving Credit permit
                  their Consolidated Tangible Net Worth to be less than
                  $17,000,000.00, which shall be tested as of the end of each
                  fiscal quarter of the Lead Borrower."

         3. This Amendment shall become effective upon satisfaction of the
following conditions:

                  (a)      Corporate Proceedings of Borrowers. The Lenders shall
                           have received resolutions of the Borrowers
                           authorizing the execution, delivery and performance
                           of this Agreement and all transactions contemplated
                           hereby, in form and substance reasonably satisfactory
                           to the Lenders.

                  (b)      Acquisition of Andrulis Corporation. (i) the Lenders
                           and the Borrowers shall each have executed a Consent
                           Agreement in the form of EXHIBIT A attached hereto
                           and specifically incorporated by reference herein
                           pursuant to which the Lenders have consented to the
                           acquisition by Dynamics Research Corporation of 100%
                           of the capital stock of Andrulis Corporation, a
                           Delaware corporation (the "Andrulis Acquisition"),
                           upon the terms and conditions disclosed to the
                           Lenders, in writing, by the Borrowers, and

                           (ii) The consummation of the Andrulis Acquisition.

         4. Upon consummation of the Andrulis Acquisition, the Borrower shall
cause Andrulis Corporation to execute and deliver such additional documentation
as the Lenders may require to join Andrulis Corporation as a Borrower under the
Credit Agreement and related documents including, without limitation, a joinder
agreement, guaranty and UCC-1 financing statement in form and substance
satisfactory to the Lenders.

         5. This Amendment and all other documents, instruments or agreements
executed in connection herewith incorporate all discussions and negotiations
between the Borrowers and the Lenders, either expressed or implied, concerning
the matters included herein, any statute, custom, or usage to the contrary
notwithstanding. No such discussions or negotiations shall limit, modify or
otherwise affect the provisions hereof. No modification, amendment, or waiver of
any provision of this Amendment or the Credit Agreement or any provision under
any other agreement, document or instrument between the Borrowers and the
Lenders shall be effective unless executed in writing by the party to be charged
with such modification, amendment or waiver, and if such party be the Lenders,
then by a duly authorized officer of each Lender.

         6. Except as specifically modified herein, the Credit Agreement shall
remain in full force and effect as originally written and the Borrowers hereby
ratify and confirm all terms and conditions contained therein and further ratify
and reaffirm all representations and warranties made therein as of the date
hereof.

         7. This Amendment shall be construed in accordance with and governed by
the laws of the Commonwealth of Massachusetts and shall take effect as a sealed
instrument.

                                       -2-
<PAGE>


         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the date first written above.

                           DYNAMICS RESEARCH CORPORATION

                           By:      /s/ David Keleher
                              ---------------------------------------------
                                     David Keleher
                                     Vice President and Chief Financial Officer

                           DRC ENCODER, INC.

                           By:      /s/ David Keleher
                              ---------------------------------------------
                                    David Keleher
                                    Vice President and Chief Financial Officer

                           DRC METRIGRAPHICS, INC.

                           By:      /s/ David Keleher
                              ---------------------------------------------
                                    David Keleher
                                    Vice President and Chief Financial Officer

                           DRC SOFTWARE, INC.

                           By:      /s/ David Keleher
                              ---------------------------------------------
                                    David Keleher
                                    Vice President and Chief Financial Officer

                           DRC TELECOM, INC.

                           By:      /s/ David Keleher
                              ---------------------------------------------
                                    David Keleher
                                    Vice President and Chief Financial Officer

                           DYNAMICS RESEARCH INVESTMENT CORPORATION


                           By:      /s/ David Keleher
                              ---------------------------------------------
                                    David Keleher
                                    Vice President and Chief Financial Officer

                           DRC INTERNATIONAL CORPORATION

                           By:      /s/ David Keleher
                              ---------------------------------------------
                                    David Keleher
                                    Vice President and Chief Financial Officer

                                       -3-
<PAGE>

                           H.J. FORD ASSOCIATES, INC.

                           By:      /s/ David Keleher
                              ---------------------------------------------
                                    David Keleher
                                    Vice President and Chief Financial Officer


ACKNOWLEDGED AND AGREED:

BROWN BROTHERS HARRIMAN & CO.,
as administrative agent and as a lender

By:      /s/ John N. Rogers
  -------------------------------
         John N. Rogers
            Vice President


BANKNORTH, N.A.,
as documentation agent and as a lender

By:        /s/ C. Lee Willingham
  -------------------------------
             C. Lee Willingham
             Vice President


KEY CORPORATE CAPITAL INC.,
as syndication agent and as a lender

By:       /s/  R E James Hunter
  -------------------------------
            R E James Hunter
            Senior Vice President


                                      -4-

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