FIFTH AMENDMENT TO
COMMERCIAL LOAN AGREEMENT
This Fifth Amendment to the Commercial Loan Agreement ("Amendment") is
entered into as of this 18th day of October, 1996 by and between SUMITOMO BANK
OF CALIFORNIA ("Bank") and THE TITAN CORPORATION, a Delaware Corporation
("Borrower"), with reference to the following:
RECITALS
A. Borrower and Bank entered into that certain Commercial Loan Agreement
("Agreement") dated August 8, 1994 and subsequently amended on May 25, 1995
and December 29, 1995, May 9, 1996, and September 6, 1996 (collectively, the
"Agreement").
B. Borrower and Bank desire to amend the Agreement on the terms and
conditions set forth herein.
AMENDMENT
NOW THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Borrower and Bank agree as follows:
1. Defined Terms. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings given such terms in the
Agreement.
2. Amendments. This Agreement is hereby amended as follows:
A. 6.11 Dividends/Distributions. Section 6.11 of the Agreement is
hereby amended and replaced with the following:
"6.11 Dividends/Distributions. Not to declare or pay any cash
dividends or cash distributions on any of its shares of capital
stock, except up to $875,000 in a specific fiscal year on its
preferred stock.
"BORROWER" "BANK"
THE TITAN CORPORATION SUMITOMO BANK OF CALIFORNIA
BY___/s/ ▇▇▇▇▇▇▇ ▇. Hirl_ BY__/s/ ▇▇▇▇▇ ▇. Shaw__________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. VP/CFO ▇▇▇▇▇ ▇. ▇▇▇▇, V.P.
(Printed Name and Title) (Printed Name and Title)
