AMENDMENT TO WARRANT
This AMENDMENT TO WARRANT (this "Agreement"), made as of the 3rd day o
December, 1996, by and between THE TITAN CORPORATION, a Delaware corporation
("Titan"), and CORPORATE PROPERTY ASSOCIATES 10 INCORPORATED, a Maryland
corporation (CPA: 10)
W I T N E S S E T H
WHEREAS, Titan issued to CPA:10 that certain Warrant, dated as of July 9, 1991
(the "Warrant"), pursuant to which CPA:10 was granted the right to purchase
81,460 shares of Common Stock of Titan; and
WHEREAS, Titan and CPA:10 have agreed to amend the Warrant as hereinafter set
forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Titan and CPA:10 covenant and
agree as follows:
1. The Warrant is hereby amended by deleting the definition of Exercise Price
appearing in Article I and inserting the following definition in lieu thereof:
"Exercise Price" means $3.50 per share, as such price may be adjusted pursuant
to ARTICLE IV.
2. This Amendment shall be governed by and construed in accordance with the
laws of the State of New York.
3. Except as specifically amended by this Amendment, the terms and conditions
of the Warrant shall remain in full force and effect and shall be binding upon
Titan and its successors and assigns and inure to the benefit of CPA:10 and
its successors and assigns.
4. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument.
WITNESS the due execution hereof the day and year first above written.
THE TITAN CORPORATION
By: ___/s/___________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: _Sr. VP, Gen. Counsel
CORPORATE PROPERTY
ASSOCIATES 10 INCORPORATED
By: ______________________
Title: ______________________
