0001047469-03-023682 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF CAYENTA OPERATING LLC
Titan Corp • July 9th, 2003 • Services-computer integrated systems design • Delaware

The undersigned hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the "Act"), and hereby declares the following to be the Limited Liability Company Agreement of such limited liability company, effective as of the date hereof (the "Agreement"):

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GUARANTEE
Titan Corp • July 9th, 2003 • Services-computer integrated systems design

The Guarantors listed below (hereinafter referred to as the "Guarantors," which term includes any successors or assigns under the Indenture, dated May 15, 2003 (the "Indenture"), among the Guarantors party thereto, the Company (as defined below) and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), and any additional Guarantors), have jointly and severally, irrevocably and unconditionally guaranteed on an unsecured senior subordinated basis the Guarantee Obligations (as defined in Section 10.1 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the 8% Senior Subordinated Notes due 2011 (the "Notes") of The Titan Corporation, a Delaware corporation (the "Company"), whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, and the prompt payment of interest on the overdue principal and premium, if any,

GUARANTEE
Titan Corp • July 9th, 2003 • Services-computer integrated systems design

The Guarantors listed below (hereinafter referred to as the "Guarantors," which term includes any successors or assigns under the Indenture, dated May 15, 2003 (the "Indenture"), among the Guarantors party thereto, the Company (as defined below) and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), and any additional Guarantors), have jointly and severally, irrevocably and unconditionally guaranteed on an unsecured senior subordinated basis the Guarantee Obligations (as defined in Section 10.1 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the 8% Senior Subordinated Notes due 2011 (the "Notes") of The Titan Corporation, a Delaware corporation (the "Company"), whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, and the prompt payment of interest on the overdue principal and premium, if any,

GUARANTEE
Titan Corp • July 9th, 2003 • Services-computer integrated systems design

The Guarantors listed below (hereinafter referred to as the "Guarantors," which term includes any successors or assigns under the Indenture, dated May 15, 2003 (the "Indenture"), among the Guarantors party thereto, the Company (as defined below) and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), and any additional Guarantors), have jointly and severally, irrevocably and unconditionally guaranteed on an unsecured senior subordinated basis the Guarantee Obligations (as defined in Section 10.1 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the 8% Senior Subordinated Notes due 2011 (the "Notes") of The Titan Corporation, a Delaware corporation (the "Company"), whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, and the prompt payment of interest on the overdue principal and premium, if any,

200,000,000 THE TITAN CORPORATION 8% Senior Subordinated Notes Due 2011 REGISTRATION RIGHTS AGREEMENT
Titan Corp • July 9th, 2003 • Services-computer integrated systems design • New York

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

OPERATING AGREEMENT OF INTERNATIONAL SYSTEMS, LLC A California Limited Liability Company
Operating Agreement • July 9th, 2003 • Titan Corp • Services-computer integrated systems design • California

This Operating Agreement (the "Agreement") is entered into as of March 7, 1996 by and among the signatories to this Agreement, (hereinafter sometimes referred to as the "Members").

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