Exhibit 99.1
[SUREBEAM Corporation Letterhead]
October 22, 2003
The Titan Corporation
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxx, Xxxxxxxxxx 00000-0000
Re: Consent to Equity Transaction
To Whom It May Concern:
As we discussed, SureBeam Corporation (the "Company") intends to enter
into a definitive purchase agreement with respect to the private placement sale
by the Company of approximately 1,000 shares of Series A Convertible Preferred
Stock of the Company (the "Preferred Stock"), at $7,500 per share, to investors.
The Preferred Stock will be convertible into shares of the Company's Class A
Common Stock, at a conversion price equal of $0.95 per share of Common Stock, or
an aggregate of approximately 7,500,000 shares. As part of the transaction, the
Company will also issue warrants to the same investors to purchase an aggregate
of approximately 3,750,000 shares of the Company's Class A Common Stock, at an
exercise price of $1.00 (the sale of Preferred Stock and the issuance of the
warrants to purchase Class A Common Stock are collectively referred to as the
"Transaction").
The Transaction will not, in any way, affect Titan's rights under the
Senior Secured Credit Agreement between Titan and the Company dated August 2,
2002, including but not limited to, Titan's first priority security interest in
the assets of the Company. Except as otherwise provided in this consent, Xxxxx's
consent to the Transaction does not waive any right or amend any term in other
agreements between Titan and the Company, including but not limited to, the Tax
Sharing and Disaffiliation Agreement (the "Tax Agreement").
Following the closing of the Transaction, Titan retains the right to
require the Company to provide to it a tax opinion or legal opinion from a firm
with a national reputation acceptable to Titan, to the effect that the
Transaction should not result in the imposition of any Restructuring Taxes (as
such term is defined in the Tax Agreement).
Respectfully,
/s/ Xxxxx Xxxx
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Xxxxx Xxxx, Executive Vice President and Chief
Financial Officer of SureBeam Corporation
Consent granted as of October __, 2003 by The Titan Corporation.
The Titan Corporation
By: /s/ Xxxx Xxxx
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Its: Senior Vice President and Chief Financial
Officer
