DECLARATION OF TRUST
OF
TITAN CAPITAL TRUST
THIS DECLARATION OF TRUST is made as of January 19, 2000 (this
"Declaration of Trust"), by and among The Titan Corporation, a Delaware
corporation, as depositor (the "Depositor"), Wilmington Trust Company, a
Delaware banking corporation ("WTC"), as Delaware trustee (the "Delaware
Trustee"), WTC, as property trustee (the "Property Trustee") and Xxxxxx Xxx
Xxxxxxxx and Xxx Xxxxxxxxx, each an individual, as administrative trustees (the
"Administrative Trustees;" and, together with the Delaware Trustee and the
Property Trustee, the "Trustees"). The Depositor and the Trustees hereby agree
as follows:
1. The trust created hereby shall be known as "Titan Capital Trust"
(the "Trust"), in which name the Trustees or the Depositor, to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 DEL. C. Section 3801, ET SEQ. (the "Business Trust Act"),
and that this document constitute the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in substantially the form attached
hereto as Exhibit A.
3. The Depositor and the Trustees will enter into an amended and
restated Declaration of Trust satisfactory to each such party and substantially
in the form to be included as an exhibit to the Offering Document referred to
below, or in such other form as the Trustees and the Depositor may approve, to
provide for the contemplated operation of the Trust created hereby and the
issuance of the trust preferred securities and common securities referred to
therein. Prior to the execution and delivery of such amended and restated
Declaration of Trust, the Trustees shall not have any duties or obligations
hereunder or with respect of the trust estate, except for the filing of the
Certificate of Trust with the Delaware Secretary of State. Notwithstanding the
foregoing, the Trustees may take all actions deemed proper as are necessary to
effect the transactions contemplated herein.
4. The Depositor, as the Depositor of the Trust, is hereby authorized,
in its discretion, (i) to prepare one or more offering memoranda or circular in
preliminary and final form relating to the offering and sale of Preferred
Securities of the Trust in a transaction exempt from the registration
requirements of the Securities Act of 1933, as amended (the "1933 Act"), and
such forms or filings as may be required by the 1933 Act, the Securities
Exchange Act of 1934, as amended, or the Trust Indenture Act of 1939, as
amended, in each case relating to the Preferred Securities of the Trust; (ii) to
file and execute on behalf of the Trust, such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process and
other papers and documents that shall be necessary or desirable to register or
establish the
exemption from registration of the Preferred Securities of the Trust under the
securities or "Blue Sky" laws of such jurisdictions as the Depositor, on behalf
of the Trust, may deem necessary or desirable; (iii) to execute and file an
application, and all other applications, statements, certificates, agreements
and other instruments that shall be necessary or desirable, to the Private
Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market;
(iv) to execute and deliver letters or documents to, or instruments for filing
with, a depository relating to the Preferred or Capital Securities of the Trust;
and (v) to execute, deliver and perform on behalf of the Trust one or more
purchase agreements, dealer manager agreements, escrow agreements, remarketing
agreements, registration rights agreements and other related agreements
providing for or relating to the sale of the Preferred Securities of the Trust.
In the event that any filing referred to in this Section 4 is required
by the rules and regulations of the Securities and Exchange Commission (the
"Commission"), PORTAL or state securities or "Blue Sky" laws to be executed on
behalf of the Trust by the Trustees, the Trustees, in their capacity as trustees
of the Trust, are hereby authorized to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that the
Trustees, in their capacity as trustees of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, PORTAL or state
securities or "Blue Sky" laws.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees of the Trust initially shall be four and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware. Subject to the foregoing, the Depositor is entitled to
appoint or remove without cause any trustee of the Trust at any time. The
Delaware Trustee may resign upon thirty days' prior notice to the Depositor.
7. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (with regard to conflict of
laws principles).
IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.
THE TITAN CORPORATION, as Depositor
By:
Name:
Title:
WILMINGTON TRUST COMPANY, as Delaware Trustee
By:
Name:
Title:
WILMINGTON TRUST COMPANY, as Property Trustee
By:
Name:
Title:
---------------------------------
Xxxxxx Xxx Xxxxxxxx, as Administrative Trustee
----------------------------------
Xxx Xxxxxxxxx, as Administrative Trustee
EXHIBIT A
CERTIFICATE OF TRUST OF
TITAN CAPITAL TRUST
THIS Certificate of Trust of Titan Capital Trust (the "Trust") is being
duly executed and filed on behalf of the Trust by the undersigned, as trustees,
to form a business trust under the Delaware Business Trust Act (12 DEL. C.
Section 3801 ET SEQ.) (the "Act").
1. NAME. The name of the business trust formed hereby is Titan Capital
Trust.
2. DELAWARE TRUSTEE. The name and business address of the trustee of
the Trust in the State of Delaware is WILMINGTON TRUST COMPANY, XXXXXX SQUARE
NORTH, 0000 XXXXX XXXXXX XXXXXX, XXXXXXXXXX, XXXXXXXX 00000-0000, ATTENTION:
CORPORATE TRUST ADMINISTRATION.
3. EFFECTIVE DATE. This Certificate of Trust will be effective upon
filing.
IN WITNESS WHEREOF, the undersigned have duly executed this Certificate
of Trust in accordance with Section 3811(a)(1) of the Act.
WILMINGTON TRUST COMPANY, as Delaware Trustee
By:
-----------------------------------
Name:
Title:
WILMINGTON TRUST COMPANY, as Property Trustee
By:
-----------------------------------
Name:
Title:
----------------------------------
Xxxxxx Xxx Xxxxxxxx, as Administrative Trustee
----------------------------------
Xxx Xxxxxxxxx, as Administrative Trustee
