Exhibit 10.46
FOURTH AMENDMENT TO
SENIOR SECURED CREDIT AGREEMENT
This Fourth Amendment to Senior Secured Credit Agreement (this
"Amendment") is entered into as of November 20, 2000, by and among The Titan
Corporation (the "Borrower"), the financial institutions party hereto (the
"Lenders"), Credit Suisse First Boston, as Lead Arranger and as Administrative
Agent for the Lenders (the "Administrative Agent"), First Union Securities,
Inc., as Co-Arranger and as Syndication Agent (the "Syndication Agent"), and the
Bank of Nova Scotia, as the Documentation Agent (the "Documentation Agent").
RECITALS
A. The Borrower, the Lenders, the Administrative Agent, the Xxxxx
cation Agent and the Documentation Agent are parties to that certain Senior
Secured Credit Agreement dated as of February 23, 2000 (as amended to date, the
"Credit Agreement"). Capitalized terms used herein without definition have the
meanings ascribed to such terms in the Credit Agreement.
B. The Borrower has requested that the Credit Agreement be
amended to add a senior secured multi-draw term loan facility in an aggregate
principal amount of up to $75 million (the "Rollover Delay-Draw Term Loan
Facility").
C. The Credit Agreement requires the consent of the Required
Lenders for any such amendment.
D. The Borrower hereby requests the consent of the Required
Lenders to add the Rollover Delay-Draw Term Loan Facility to the Credit
Agreement and to amend the Credit Agreement as herein provided.
AGREEMENT
Section 1. AMENDMENTS TO CREDIT AGREEMENT. (a) Section 1.1 of
the Credit Agreement is hereby amended by:
(i) amending the definition of "Applicable Margin" by
deleting the heading in the pricing performance grid contained therein
which reads "Multi-Draw Term Loans and Revolving Loan" each
place such heading appears and inserting the following in replacement
therefor:
"Multi-Draw Term Loans, Revolving Loans and Rollover
Delay-Draw Term Loans";
(ii) amending the definition of "Commitment" by inserting
the following after the text "Term C Loan Commitment,":
"Rollover Delay-Draw Term Loan Commitment,"
(iii) amending the definition of "Net Proceeds" by
inserting the following after the phrase "and the Revolving Loan
Commitment Amount" in the last paragraph thereof:
", Rollover Delay-Draw Term Loan Commitment Amount"
(iv) deleting the definition of "Non-Utilization Fee" and
replacing it with the following:
""NON-UTILIZATION FEE" means a Usage-based fee equal
to the percentage specified in the grid below of (i) prior to the
Multi-Draw Term Loan Commitment Termination Date, the undrawn portion
of each of the Revolving Loan Commitment Amount and the Multi-Draw Term
Loan Commitment Amount, (ii) on and after the Multi-Draw Term Loan
Commitment Termination Date until the Rollover Delay-Draw Term Loan
Commitment Termination Date, the undrawn portion of each of the
Revolving Loan Commitment Amount and the Rollover Delay-Draw Term Loan
Commitment Amount, and (iii) after the Rollover Delay-Draw Term Loan
Commitment Termination Date, the undrawn portion of the Revolving Loan
Commitment Amount:
Usage Non-Utilization Fee
-------------------- -------------------------
less than 30% 1.00%
30% less than equal to Usage less than equal to 50% 0.75%
greater than 50% 0.50%"
2
(v) amending the definition of "Percentage" by
(1) deleting the word "or" appearing directly
after the phrase "Term B Loans or Term B
Loan Commitments,";
(2) inserting the following directly after the
phrase "Term C Loans or Term C Loan
Commitments":
"or Rollover Delay-Draw Term Loans or
Rollover Delay-Draw Term Loan Commitments,";
and
(3) inserting the following after the phrase
"Term C Loans" in the last sentence thereof:
"or Rollover Delay-Draw Term Loans";
(vi) amending the definition of "Stated Maturity Date" by
(1) deleting the word "and" from after the
semicolon ";" at the end of clause (c);
(2) replacing the period "." at the end of
clause (d) with a semicolon ";" and
inserting the word "and" thereafter; and
(3) inserting the following new clause (e):
"(e) the Rollover Delay-Draw Term Loans, the
sixth anniversary of the Closing Date.";
(vii) deleting the definition of "Term Loan" in its
entirety and replacing it with the following:
""TERM LOAN" means, as the context may require, a
Multi-Draw Term Loan, a Term B Loan, a Term C Loan,
and/or a Rollover Delay-Draw Term Loan."
3
(viii) deleting the definition of "Term Loan Commitment" in
its entirety and replacing it with the following:
""TERM LOAN COMMITMENT" means, as the context may
require, a Term B Loan Commitment, a Term C Loan
Commit ment, a Multi-Draw Term Loan Commitment and/or
a Roll over Delay-Draw Term Loan Commitment."
(ix) deleting the definition of "Term Loan Commitment
Amount" in its entirety and replacing it with the following:
""TERM LOAN COMMITMENT AMOUNT" means, as the context
may require, the Term B Loan Commitment Amount, the
Term C Loan Commitment Amount, the Multi-Draw Term
Loan Commitment Amount and/or the Rollover Delay-Draw
Term Loan Commitment Amount."
(x) deleting the definition of "Term Loan Commitment
Termination Date" in its entirety and replacing it with the following:
""TERM LOAN COMMITMENT TERMINATION DATE" means, as
the context may require, the Term B Loan Commitment
Termination Date, the Term C Loan Commitment
Termination Date, the Multi-Draw Term Loan
Termination Date and/or the Rollover Delay-Draw Term
Loan Commitment Termination Date."
(xi) deleting the definition of "Term Loan Lender" in its
entirety and replacing it with the following:
""TERM LOAN LENDER" means, as the context may
require, each Multi-Draw Term Loan Lender, each Term
B Loan Lender, each Term C Loan Lender and each
Rollover Delay-Draw Term Loan Lender."
(xii) deleting the definition of "Term Note"in its entirety
and replacing it with the following:
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"TERM NOTE" means, as the context may require, a
Multi-Draw Term Note, a Term B Note, a Term C Note,
and/or a Rollover Delay-Draw Term Note."
(xiii) deleting the definition of "Usage" in its entirety
and replacing it with the following:
""USAGE" means, (A) for each applicable Fiscal
Quarter or portion thereof ending prior to the
initial date that the Rollover Delay-Draw Term Loan
Commitment is in effect, a percentage equal to (1)
the daily average of the sum of (i) the aggregate
principal amount of all outstanding Revolving Loans
(including the aggregate principal amount of all
outstanding Swing Line Loans and the Letter of Credit
Outstandings but excluding Revolving Loans made for
the purpose of repaying any Refunded Swing Line Loans
or reimbursing the Issuers for any amount drawn under
any Letter of Credit but not yet so applied, to the
extent such amounts are included as outstanding
Swing Line Loans or Letter of Credit Outstandings)
PLUS (ii) the aggregate principal amount of all
outstanding Multi-Draw Term Loans, DIVIDED by (2) the
daily average of the sum of (i) the Revolving Loan
Commitment Amount and (ii) either (x) the Multi-Draw
Term Loan Commitment Amount (prior to the Multi-Draw
Term Loan Commitment Termination Date) or (y) the
aggregate principal amount of all outstanding
Multi-Draw Term Loans (subsequent to the Multi-Draw
Term Loan Commitment Date), for such Fiscal Quarter
or portion thereof, and (B) for each applicable
Fiscal Quarter or portion thereof ending on or after
the initial date the Rollover Delay-Draw Term Loan
Commitment is in effect a percentage equal to (1) the
daily average of the sum of (i) the aggregate
principal amount of all outstanding Revolving Loans
(including the aggregate principal amount of all
outstanding Swing Line Loans and the Letter of Credit
Outstandings but excluding Revolving Loans made for
the purpose of repaying any Refunded Swing Line Loans
or reimbursing the Issuers for any amount drawn under
any Letter of Credit but not yet so ap plied, to the
extent such amounts are included as outstanding Swing
Line Loans or Letter of Credit Outstandings) PLUS
(ii) the aggregate principal amount of all
outstanding Rollover
5
Delay-Draw Term Loans, DIVIDED by (2) the daily
average of the sum of (i) the Revolving Loan
Commitment Amount and (ii) either (x) the Rollover
Delay-Draw Term Loan Commitment Amount (prior to the
Rollover Delay-Draw Term Loan Commitment Termination
Date) or (y) the aggregate principal amount of all
outstanding Rollover Delay-Draw Term Loans
(subsequent to the Rollover Delay-Draw Term Loan
Commit ment Date), for such Fiscal Quarter or portion
thereof."
(vi) inserting the following definitions in Section 1.1 of
the Credit Agreement in appropriate alphabetical order :
""FOURTH AMENDMENT" means that Fourth Amendment to
Senior Secured Credit Agreement dated as of November
20, 2000 among the Borrower, the Lenders, the
Administrative Agent, the Syndication Agent and the
Documentation Agent."
""ROLLOVER DELAY-DRAW TERM LOAN" is defined in
SECTION 2.3(d)."
""ROLLOVER DELAY-DRAW TERM LOAN COMMITMENT" means,
relative to any Lender, such Lender's obligation (if
any) to make Rollover Delay-Draw Term Loans pursuant
to SECTION 2.3(d)."
""ROLLOVER DELAY-DRAW TERM LOAN COMMITMENT AMOUNT"
means, on any date, $75,000,000, as such amount may
be reduced from time to time pursuant to SECTION
2.6."
""ROLLOVER DELAY-DRAW TERM LOAN COMMITMENT
TERMINATION DATE" means the earliest of:
(a) November 23, 2001;
(b) the date on which the Rollover Delay-Draw Term
Loan Commitment Amount is terminated in full or
reduced to zero pursuant to SECTION 2.6; or
(c) the date on which any Commitment Termination
Event occurs.
6
Upon the occurrence of any event described in CLAUSE
(a), (b), or (c), the Rollover Delay-Draw Term Loan
Commitments shall terminate automatically without any
further action."
""ROLLOVER DELAY-DRAW TERM LOAN LENDER" means the
Lenders listed on SCHEDULE II (as supplemented) with
Rollover Delay-Draw Term Loan Commitments and Lenders
from time to time holding Rollover Delay-Draw Term
Loans and Roll over Delay-Draw Term Loan Commitments
after giving effect to any assignments permitted by
SECTION 11.11."
""ROLLOVER DELAY-DRAW TERM NOTE" means a promissory
note of the Borrower payable to any Lender, in the
form of EXHIBIT A-6 hereto (as such promissory note
may be amended, endorsed or otherwise modified from
time to time), evidencing the aggregate Indebtedness
of the Borrower to such Lender resulting from
outstanding Rollover Delay-Draw Term Loans, and also
means all other promissory notes accepted from time
to time in substitution therefor or renewal thereof."
(b) Section 2.3 of the Credit Agreement is hereby amended by adding the
following clause 2.3(d):
""(d) ROLLOVER DELAY-DRAW TERM LOANS. From time to time on any
Business Day occurring after November 23, 2000, but prior to the
Rollover Delay-Draw Term Loan Commitment Termination Date, each
Rollover Delay-Draw Term Loan Lender will make loans (relative to such
Rollover Delay-Draw Term Loan Lender, its "ROLLOVER DELAY-DRAW TERM
LOANS") to the Borrower equal to such Rollover Delay-Draw Term Loan
Lender's Percentage of the aggregate amount of each Borrowing of the
Rollover Delay-Draw Term Loans requested by the Borrower to be made on
such day. No amounts paid or prepaid with respect to Rollover
Delay-Draw Term Loans may be reborrowed."
(c) Section 2.4 of the Credit Agreement is hereby amended by inserting
the following clause 2.4(e):
"(e) all Rollover Delay-Draw Term Loans
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(i) of all Lenders made prior to the Rollover Delay-
Draw Term Loan Commitment Termination Date would ex ceed the
Rollover Delay-Draw Term Loan Commitment Amount; or
(ii) of such Lender with a Rollover Delay-Draw Term
Loan Commitment made prior to the Rollover Delay-Draw Term
Loan Commitment Termination Date would exceed such Lender's
Percentage of the Rollover Delay-Draw Term Loan Commitment
Amount."
(d) Section 2.6(a) of the Credit Agreement is hereby amended by
inserting the following after the phrase "the Revolving Loan Commitment Amount"
in the first sentence thereof:
", Rollover Delay-Draw Term Loan Commitment Amount,"
(e) Section 2.6(b) of the Credit Agreement is hereby amended by deleting
such provision in its entirety and inserting the following in replacement
therefor:
"(b) MANDATORY. (i) (A) On the Multi-Draw Term Loan
Commitment Termination Date, the Multi-Draw Term Loan
Commitment Amount shall automatically and without
the requirement of any action on the part of any
Person be permanently reduced to zero, and (B) on
the Rollover Delay-Draw Term Loan Commitment
Termination Date, the Rollover Delay-Draw Term Loan
Commitment Amount shall automatically and without the
requirement of any action on the part of any Person
be permanently reduced to zero, and (ii) on the date
the Borrower or any of its Restricted Subsidiaries
receives any Net Proceeds and after the expiration of
any period designated for the purchase of Qualified
Assets, if appropriate (in accordance with the
definition of "Net Proceeds"), (1) with respect to
any Net Proceeds not applied to reduce the
outstanding Term Loans in accordance with SECTION
3.1(c), the Multi-Draw Term Loan Commitment Amount
(prior to the Multi-Draw Term Loan Commitment
Termination Date) shall, and the Rollover Delay-Draw
Term Loan Commitment Amount (prior to the
8
Rollover Delay-Draw Term Loan Commitment Termination
Date) shall, be reduced by an amount equal to 100% of
Net Proceeds with respect to Net Proceeds described
in CLAUSES (b), (c), and (d) of the definition
thereof and 50% of such Net Proceeds with respect to
the Net Proceeds described in CLAUSE (a) of the
definition thereof, and (2) the Revolving Loan
Commitment Amount (after application of such Net
Proceeds pursuant to SECTION 3.2(b)) shall be reduced
by an amount equal to 100% of the remaining Net
Proceeds with respect to Net Proceeds described in
CLAUSES (b), (c), and (d) of the definition thereof
and 50% of such Net Proceeds with respect to the Net
Proceeds described in CLAUSE (a) of the definition
thereof.
(f) Section 2.7 of the Credit Agreement is hereby amended by inserting
the phrase "or Rollover Delay-Draw Term Loans" in the first sentence thereof
immediately following the phrase "in the case of Multi-Draw Term Loans"
contained therein.
(g) Section 3.1(d) of the Credit Agreement is hereby amended by adding
the following clause (iv):
"(iv) Rollover Delay-Draw Term Loans in installments on the
dates set forth below (PROVIDED that if such date is not a Business
Day, the installment shall be paid on the preceding Business Day),
each such installment to be in an amount equal to the corresponding
percentages set forth below of the principal amount of the Rollover
Delay-Draw Term Loans outstanding as of the Rollover Delay-Draw Term
Loan Commitment Termination Date:
SCHEDULED REPAYMENT
DATE OF ROLLOVER DELAY-
DRAW TERM LOANS
====================================== ======================================
December 31, 2001 2.50%
March 31, 2002 2.50%
-------------------------------------- --------------------------------------
June 30, 2002 3.75%
September 30, 2002 3.75%
December 31, 2002 3.75%
March 31, 2003 3.75%
9
SCHEDULED REPAYMENT
DATE OF ROLLOVER DELAY-
DRAW TERM LOANS
====================================== ======================================
June 30, 2003 5.00%
September 30, 2003 5.00%
December 31, 2003 5.00%
March 31, 2004 5.00%
June 30, 2004 6.25%
September 30, 2004 6.25%
December 31, 2004 6.25%
March 31, 2005 6.25%
June 30, 2005 7.50%
September 30, 2005 7.50%
December 31, 2005 10.00%
Sixth Anniversary 10.00%
of the Closing Date
====================================== ======================================
; PROVIDED that the scheduled installments of principal of the Rollover
Delay-Draw Term Loans set forth above shall be reduced on a PRO RATA
basis in connection with any voluntary or mandatory prepayments of the
Rollover Delay-Draw Term Loans in accordance with SECTION 3.1; and
PROVIDED, FURTHER that the final installment specified above for the
repayment by the Borrower of the Rollover Delay-Draw Term Loans shall be
in an amount, if such amount is different from that specified above,
sufficient to repay all amounts owing by the Borrower under this
Agreement with respect to the Rollover Delay-Draw Term Loans."
(h) Section 3.2(b) of the Credit Agreement is hereby amended by deleting
clauses (x) and (y) of the proviso to clause (i) thereof and inserting the
following in replacement thereof:
"(x) 100% of any prepayment so refused shall be applied PRO RATA
to the Multi-Draw Term Loans and the Rollover Delay-Draw Term Loans
until the Multi-Draw Term Loans and the Rollover Delay-Draw Term Loans
have been paid in full and (y) after all Multi-Draw Term Loans and
Rollover Delay-Draw Term Loans have been repaid in full and the
Multi-Draw Term Loan Commitment and the Rollover Delay-Draw Term Loan
Commitment have terminated, any remaining amount of the prepayment
refused by the
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Term B Lenders and the Term C Lenders shall be applied PRO RATA to the
Term B Loans and the Term C Loans"
(i) Section 3.3 of the Credit Agreement is hereby amended by adding the
following clause (d):
"(d) Notwithstanding the foregoing, the Rollover
Delay-Draw Term Loans shall initially bear interest
at the Alternate Base Rate plus the Applicable
Margin. Commencing on the earlier to occur of (i) the
date syndication of Rollover Delay-Draw Term Loans is
deemed closed by the Agent and (ii) December 23,
2000, such interest rates will be, at the Borrower's
option, either the Alternate Base Rate or the LIBO
Rate (Reserve Adjusted) plus, in each case, the
Applicable Margin."
(j) Section 3.6(a) of the Credit Agreement is hereby amended by deleting
such section in its entirety and inserting the following in replacement
therefor:
"(a) NON-UTILIZATION FEE. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender, in accordance with
such Lender's Percentage of the sum of (i) the Revolving Loan
Commitment Amount, (ii) the Multi-Draw Term Loan Commitment Amount (on
and prior to the Multi-Draw Term Loan Commitment Termination Date) or
the outstanding Multi-Draw Term Loans (subsequent to the Multi-Draw
Term Loan Commitment Termination Date), and (iii) the Rollover
Delay-Draw Term Loan Commitment Amount (commencing on the initial date
the Rollover Delay-Draw Term Loan Commitment is effective until and
including the Rollover Delay-Draw Term Loan Commitment Termination
Date) or the outstanding Rollover Delay-Draw Term Loans (subsequent to
the Rollover Delay-Draw Term Loan Commitment Termination Date) for the
period (including any portion thereof when any of its Commitments are
suspended by reason of the Borrower's inability to satisfy any
condition of ARTICLE V) commencing on the Closing Date and continuing
through the Revolving Loan Commitment Termination Date, the
Non-Utilization Fee. The Non-Utilization Fee payable pursuant to this
Section shall be calculated on a year comprised of 360 days and
payable by the Borrower in arrears on each Quarterly Payment Date,
commencing with the first Quarterly Payment Date following the Closing
Date, for the period ending on (and including) the last day of the
immediately preceding December, March, June or September, respectively,
on the Multi-Draw Term Loan Commitment Termination Date, the Rollover
11
Delay-Draw Term Loan Commitment Termination Date and on the Revolving
Loan Commitment Termination Date."
(k) A new Section 5.4 is hereby added to the Credit Agreement:
"Section 5.4. ROLLOVER DELAY-DRAW TERM LOANS. In addition to the
conditions set forth in SECTION 5.2, no Rollover Delay-Draw Term Loans shall be
made until the following conditions precedent are satisfied:
(a) The Administrative Agent shall have received resolutions of
the board of directors of the Borrower, certified by its Secretary or Assistant
Secretary, which authorize the execution, delivery and performance by the
Borrower of the Fourth Amendment.
(b) The Administrative Agent shall have received the opinion of
Xxxxxx, Xxxxx & Bockius LLP in form and substance reasonably satisfactory to the
Administrative Agent.
(c) The Administrative Agent shall have received a certificate
from an Authorized Officer of the Borrower stating that the representations and
warranties set forth in Section 3(a)(x) of the Fourth Amendment are true and
correct.
(d) The Administrative Agent shall have received, for the account
of each Rollover Delay-Draw Term Loan Lender, such Lender's Rollover Delay-Draw
Term Note, in an amount equal to the Rollover Delay-Draw Term Loan Commitment of
such Rollover Delay-Draw Term Loan Lender."
(l) Schedule II to the Credit Agreement is hereby amended by adding
thereto a supplement set forth on Exhibit A hereto, reflecting the respective
Percent ages of the Rollover Delay-Draw Term Loan Lenders as of the effective
date of this Amendment.
(m) The Credit Agreement is hereby amended by adding a new Exhibit A-6,
Form of Rollover Delay-Draw Term Note, attached hereto as Exhibit B.
Section 2. AMENDMENT EFFECTIVE DATE. This Amendment shall
become effective on the date on which all of the conditions set forth below have
been satisfied (or waived by the Required Lenders):
12
(1) The Administrative Agent shall have received counterparts of this
Amendment, executed by the Borrower, the Required Lenders and all of the
Rollover Delay-Draw Term Loan Lenders.
(2) The Administrative Agent shall have received a certificate from an
Authorized Officer of the Borrower stating that immediately before and after
giving effect to this Amendment, no Default shall have occurred and be
continuing or would result therefrom and that the representations and warranties
set forth in the Credit Agreement and in this Amendment (except as set forth in
Section 3(a)(x) of this Amendment) are true and correct.
(3) The Multi-Draw Term Loan Commitment shall have terminated and no
Multi-Draw Term Loans shall have been borrowed.
(4) The Borrower shall have paid to the Administrative Agent for the
account of the Lenders the following consent fees:
(1) with respect to each Multi-Draw Term Loan Lender that becomes
a Rollover Delay-Draw Term Loan Lender, an amount equal to such Lender's
Rollover Delay-Draw Term Loan Commit ment multiplied by 0.05%; and
(2) with respect to each Lender that consents to this Amendment,
an amount equal to the aggregate principal amount of such Lender's
Commitments under the Credit Agreement, multiplied by 0.05%.
Section 3. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that, as of
the date of and after giving effect to this Amendment and on the effective date
of this Amendment, (a) the execution, delivery and performance of this Amendment
and any and all other documents executed and/or delivered in connection herewith
(x) have been authorized by all requisite corporate action on the part of the
Borrower and (y) will not violate the Borrower's articles of incorporation or
bylaws, (b) all representations and warranties set forth in the Credit
Agreement and in any other Loan Document are true and correct as if made again
on and as of such date (except those, if any, which by their terms specifically
relate only to a different date), (c) no Default or Event of Default has
occurred and is continuing, and (d) the Credit Agreement (as
13
amended by this Amendment) and all other Loan Documents are and remain legal,
valid, binding and enforceable obligations in accordance with the terms thereof.
Section 4. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in this Amendment or any other Loan Docu
ment shall survive the execution and delivery of this Amendment and the other
Loan Documents, and no investigation by any of the Credit Agents or the Lenders,
or any closing, shall affect the representations and warranties or the right of
the Credit Agents and the Lenders to rely upon them.
Section 5. REFERENCE TO AGREEMENT. Each of the Loan Documents,
including the Credit Agreement, and any and all other agreements, documents or
instruments now or hereafter executed and/or delivered pursuant to the terms
hereof or pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference in such Loan Documents to the Credit
Agreement, whether direct or indirect, shall mean a reference to the Credit
Agreement as amended hereby.
Section 6. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).
Section 7. EXECUTION. This Amendment may be executed in
counterparts, each of which shall be an original and all of which, collectively,
shall constitute one instrument.
Section 8. LIMITED EFFECT. This Amendment relates only to the
specific matters covered herein, shall not be considered to be a waiver of any
rights the Lenders may have under the Credit Agreement, and shall not be
considered to create a course of dealing or to otherwise obligate the Lenders to
execute any amendments or grant any waivers or consents under the same or
similar circumstances in the future.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized as of the
day and year first above written.
THE TITAN CORPORATION
By:
---------------------------------------
Name:
Title:
15
ACKNOWLEDGED AND AGREED TO BY EACH GUARANTOR:
Advanced Communication Services, Inc.
Advanced Management Incorporated
Assist Cornerstone Technologies, Inc.
Atlantic Aerospace Electronics Corporation
AverStar, Inc.
Cayenta Operating Company
Cayenta, Inc.
Computer Based Systems, Inc.
DBA Systems, Inc.
Delfin Systems
Diversified Control Systems, Inc.
Eldyne, Inc.
Horizons Technology, Inc.
Integrated Control Systems, Inc.
Intermetrics International, Inc.
Intermetrics Securities, Inc.
X.X. Systems, Inc.
LinCom Corporation
LinCom Wireless, Inc.
Linkabit Wireless, Inc.
Mergeco, Inc.
MJR Associates, Inc.
Program Support Associates, Inc.
Pulse Engineering, Inc.
Pulse Sciences, Inc.
RF Microsystems, Inc.
SemCor, Inc.
SenCom, Inc.
SureBeam Corporation
System Resources Corporation
All By:
----------------------------------------------
Name:
Title:
16
Titan Food Pasteurization Corp.
Titan Medical Sterilization Corp.
Titan SureBeam Brazil, Inc.
Titan Systems Corporation
Titan Unidyne Corporation
Titan Wireless, Inc.
Tomotherapeutics, Inc.
Validity Corporation
VisiCom Laboratories, Inc.
Microlithics Corporation
All By:
----------------------------------------------
Name:
Title:
LENDER:
By:
--------------------------------------------------
Name:
Title:
EXHIBIT A
SUPPLEMENT TO CREDIT AGREEMENT SCHEDULE II
ROLLOVER DELAY-DRAW TERM LOAN LENDER PERCENTAGES
ROLLOVER
DELAY-DRAW
TERM LOAN
NAME AND NOTICE COMMITMENT
ADDRESS OF LENDER PERCENTAGE
----------------- ----------
Credit Suisse First Boston 14.00000000
The Bank of Nova Scotia 8.00000000
First Union National Bank 8.00000000
Comerica Bank 9.14285715
Transamerica Business Credit Corp. 8.00000000
Erste Bank 5.71428572
Fleet Boston Financial 8.0
KeyBank National Association 8.0
IBM Credit Corporation 11.00000000
Imperial Bank 8.00000000
Bank Austria Creditanstalt Corporate Finance, Inc. 5.00000000
Fuji Bank LTD 2.85714287
19
EXHIBIT B
EXHIBIT A-6
ROLLOVER DELAY-DRAW TERM NOTE
$_________ November 23, 2000
FOR VALUE RECEIVED, the undersigned, THE TITAN CORPORATION, a
Delaware corporation (the "BORROWER"), promises to pay to the order of [Name of
Lender] and its registered assigns (the "ROLLOVER DELAY-DRAW TERM LOAN LENDER")
on the Stated Maturity Date for all Rollover Delay-Draw Term Loans, the
principal sum of [_______________] DOLLARS ($_________) or, if less, the
aggregate unpaid principal amount of all Rollover Delay-Draw Term Loans made by
the Rollover Delay-Draw Term Loan Lender pursuant to that certain Senior Secured
Credit Agreement, dated as of February 23, 2000 (as amended, restated,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),
among the Borrower, the various financial institutions (including the Rollover
Delay-Draw Term Loan Lender) as are or may become parties thereto (collectively,
the "LENDERS"), Credit Suisse First Boston, as administrative agent for the
Lenders (the "ADMINISTRATIVE AGENT"), First Union Securities, Inc., as
Syndication Agent, and The Bank of Nova Scotia, as Documentation Agent. Terms
used herein have the meanings provided in the Credit Agreement.
The Borrower also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement. Payments of
both principal and interest are to be made in lawful money of the United States
of America in same day or immediately available funds to the account designated
by the Administrative Agent pursuant to the Credit Agreement.
This Rollover Delay-Draw Term Note is one of the Rollover Delay-Draw
Term Notes referred to in, and evidences Obligations incurred under, the Credit
Agreement, to which reference is made for a description of the security for this
Rollover Delay-Draw Term Note and for a statement of the terms and conditions on
which the Borrower is permitted and required to make prepayments and repayments
of principal of the Obligations evidenced by this Rollover Delay-Draw Term Note
and on which such Obligations may be declared to be immediately due and payable.
The Borrower hereby irrevocably authorizes the Rollover Delay-Draw Term
Loan Lender to make (or cause to be made) appropriate notations on the grid
attached hereto (or on any continuation of such grid), which notations, if made,
shall evidence, INTER ALIA, the date of and the outstanding principal of, the
Rollover Delay-Draw Term Loans evidenced hereby. Such notations shall be
rebuttable presumptive evidence of the accuracy of the information so set forth;
PROVIDED,
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HOWEVER, that the failure of the Rollover Delay-Draw Term Loan Lender to make
any such notations shall not limit or otherwise affect any Obligations of the
Borrower.
Any assignment or transfer of this Rollover Delay-Draw Term Note shall
be effective solely by registration thereof in the Register pursuant to the
Credit Agreement.
All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor.
THIS ROLLOVER DELAY-DRAW TERM NOTE SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK).
THE TITAN CORPORATION
By
-------------------------------------
Name:
Title:
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ROLLOVER DELAY-DRAW TERM LOAN AND PRINCIPAL PAYMENTS
Amount of
Rollover Delay-Draw Amount of Principal Unpaid Principal
Term Loan Made Repaid Balance
-------------------------- Interest ----------------------- ---------------------
Alternate LIBO Period Alternate LIBO Alternate LIBO Notation
Date Base Rate Rate (If Applicable) Base Rate Rate Base Rate Rate Total Made By
====================================================================================================================================
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