SENIOR SECURED CREDIT AGREEMENT dated as of May 23, 2002 among THE TITAN CORPORATION, as the Borrower, Various Financial Institutions From Time To Time Parties Hereto, as the Lenders, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE...Senior Secured Credit Agreement • June 21st, 2002 • Titan Corp • Services-computer integrated systems design • New York
THIS SENIOR SECURED CREDIT AGREEMENT, dated as of May 23, 2002, is among THE TITAN CORPORATION, a Delaware corporation (the “Borrower”), the various financial institutions from time to time parties hereto (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, THE BANK OF NOVA SCOTIA (“Scotiabank”), as a syndication agent (in such capacity, a “Syndication Agent”), COMERICA BANK-CALIFORNIA (“Comerica”), as a syndication agent (in such capacity, a “Syndication Agent”), BRANCH BANKING AND TRUST (“BB&T”), as a documentation agent (in such capacity, a “Documentation Agent”), and TORONTO DOMINION (NEW YORK), INC. (“TD”), as a documentation agent (in such capacity, a “Documentation Agent”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • June 21st, 2002 • Titan Corp • Services-computer integrated systems design
This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified from time to time, this Guaranty”), dated as of February 23, 2000, is made by each U.S. Subsidiary of THE TITAN CORPORATION, a Delaware corporation (the “Borrower”), now or after the date hereof (including pursuant to Section 5.5) a party to this Guaranty (individually referred to as a “Guarantor” and collectively referred to as the “Guarantors”) in favor of each of the Secured Parties, including CREDIT SUISSE FIRST BOSTON, in its capacity as the Administrative Agent.
SUBSIDIARY SECURITY AGREEMENTSecurity Agreement • June 21st, 2002 • Titan Corp • Services-computer integrated systems design • New York
This SECURITY AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this “Security Agreement”), dated as of February 23, 2000, is made by each Subsidiary (as defined in the Credit Agreement referred to below) of the Borrower (as defined below), now or after the date hereof (including pursuant to Section 7.4) a signatory hereto (each, individually, a “Grantor,” and collectively, the “Grantors”), in favor of CREDIT SUISSE FIRST ("CSFB"), as administrative agent (together with any successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties.
EXHIBIT B-1 BORROWING REQUEST Credit Suisse First Boston, as Administrative Agent Eleven Madison Avenue New York, New York 10010 Attention: THE TITAN CORPORATION Gentlemen and Ladies:Credit Agreement • June 21st, 2002 • Titan Corp • Services-computer integrated systems design
This Borrowing Request is delivered to you pursuant to Section 2.7 of the Senior Secured Credit Agreement, dated as of February __, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among The Titan Corporation (the “Borrower”), the various financial institutions 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. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.
SWING LINE NOTE $10,000,000 February __, 2000Titan Corp • June 21st, 2002 • Services-computer integrated systems design
FOR VALUE RECEIVED, the undersigned, THE TITAN CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to the order of CREDIT SUISSE FIRST BOSTON and its registered assigns (the “Swing Line Lender”) on the Stated Maturity Date for all Revolving Loans, the principal sum of TEN MILLION DOLLARS ($10,000,000) or, if less, the aggregate unpaid principal amount of all Swing Line Loans made by the Swing Line Lender pursuant to that certain Senior Secured Credit Agreement, dated as of February __, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the various financial institutions (including the Swing Line 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. Unless otherwise defined
REVOLVING NOTE $[ ] February ___, 2000Titan Corp • June 21st, 2002 • Services-computer integrated systems design
FOR VALUE RECEIVED, the undersigned, THE TITAN CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to the order of [Name of Lender] and its registered assigns (the “Revolving Lender”) on the Stated Maturity Date for all Revolving Loans, the principal sum of [ ] DOLLARS ($[ ]) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Revolving Lender pursuant to that certain Senior Secured Credit Agreement, dated as of February __, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the various financial institutions (including the Revolving Lender) as are or may become parties thereto (collectively, the “Lenders”), Credit Suisse First Boston, as administrative agent for the Lenders (“Administrative Agent”), First Union Securities, Inc., as Syndication Agent, and The Bank of Nova Scotia, as Documentation Agent. Unless otherwise defined, terms used herein have the mean
EXHIBIT A-4 MULTI-DRAW TERM NOTETitan Corp • June 21st, 2002 • Services-computer integrated systems design
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 “Multi-Draw Term Loan Lender”) on the Stated Maturity Date for all Multi-Draw Term Loans, the principal sum of [_______________] DOLLARS ($_________) or, if less, the aggregate unpaid principal amount of all Multi-Draw Term Loans made by the Multi-Draw Term Loan Lender pursuant to that certain Senior Secured Credit Agreement, dated as of February __, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the various financial institutions (including the Multi-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 Documenta
SUBSIDIARY PLEDGE AGREEMENTSubsidiary Pledge Agreement • June 21st, 2002 • Titan Corp • Services-computer integrated systems design
This PLEDGE AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, the “Pledge Agreement”), dated as of February 23, 2000 is made by each U.S. Subsidiary (as defined in the Credit Agreement referred to below) of THE TITAN CORPORATION, a Delaware corporation, now or after the date hereof (including pursuant to Section 7.6) a signatory hereto (each, individually, a “Pledgor,” and collectively, the “Pledgors”), in favor of CREDIT SUISSE FIRST BOSTON (“CSFB”), in its capacity as Administrative Agent (the “Administrative Agent”) for each of the Secured Parties.
LENDER ASSIGNMENT AGREEMENT To: The Titan Corporation, as Borrower Credit Suisse First Boston, as Administrative AgentLender Assignment Agreement • June 21st, 2002 • Titan Corp • Services-computer integrated systems design
We refer to clause (a)(iv) of Section 11.11 of the Senior Secured Credit Agreement, dated as of February __, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among The Titan Corporation, a Delaware corporation (the “Borrower”), the various financial institutions 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. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.
EXHIBIT L SOLVENCY CERTIFICATECredit Agreement • June 21st, 2002 • Titan Corp • Services-computer integrated systems design
This Certificate (this “Certificate”) is delivered pursuant to Section 5.1(j) of the Senior Secured Credit Agreement, dated as of February __, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among The Titan Corporation, a Delaware corporation (the “Borrower”), the various financial institutions as are, or may from time to time become, parties thereto (together with their successors, transferees, and assigns, 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. Unless otherwise defined herein, terms used herein have the meanings provided in the Credit Agreement.
EXHIBIT D CLOSING DATE CERTIFICATE THE TITAN CORPORATIONTitan Corp • June 21st, 2002 • Services-computer integrated systems design
This Closing Date Certificate (this “Certificate”) is delivered pursuant to Section 5.1(c) of the Senior Secured Credit Agreement, dated as of February __, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among The Titan Corporation, a Delaware corporation (the “Borrower”), the various financial institutions as are or may become parties thereto (collectively, the “Lenders”), Credit Suisse First Boston, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), First Union Securities, Inc., as Syndication Agent, and The Bank of Nova Scotia, as Documentation Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement.
EXHIBIT A-3 TERM B NOTE $_________ February __, 2000Titan Corp • June 21st, 2002 • Services-computer integrated systems design
FOR VALUE RECEIVED, the undersigned, THE TITAN CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to the order of [Name of Lender] and its registered assigns (the “Term B Loan Lender”) on the Stated Maturity Date for all Term B Loans, the principal sum of [_______________] DOLLARS ($_________) or, if less, the aggregate unpaid principal amount of all Term B Loans made by the Term B Loan Lender pursuant to that certain Senior Secured Credit Agreement, dated as of February __, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the various financial institutions (including the Term B 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 meanin
EXHIBIT B-2 ISSUANCE REQUEST Credit Suisse First Boston, as Administrative Agent Eleven Madison Avenue New York, New York 10010 Attention: THE TITAN CORPORATION Gentlemen and Ladies:Credit Agreement • June 21st, 2002 • Titan Corp • Services-computer integrated systems design
This Issuance Request is delivered to you pursuant to Section 2.11(a) of the Senior Secured Credit Agreement, dated as of February __, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among The Titan Corporation, a Delaware corporation (the “Borrower”), the various financial institutions 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. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.
BORROWER PLEDGE AGREEMENTBorrower Pledge Agreement • June 21st, 2002 • Titan Corp • Services-computer integrated systems design
This PLEDGE AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this “Pledge Agreement”), dated as of February 23, 2000, is made by THE TITAN CORPORATION, a Delaware corporation (the “Pledgor”), in favor of CREDIT SUISSE FIRST BOSTON (“CSFB”), in its capacity as agent (the “Administrative Agent”) for each of the Secured Parties.
EXHIBIT J INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • June 21st, 2002 • Titan Corp • Services-computer integrated systems design • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Subordination Agreement”), dated as of February 23, 2000, made by and among each of the undersigned Persons (such capitalized term, and other terms used herein without definition, to have the meanings ascribed thereto in Section 1 below) and such other Persons that may from time to time become a party hereto pursuant to the terms hereof or of the Credit Agreement referred to below (collectively, the “Subordinated Creditors”), and THE TITAN CORPORATION, a Delaware corporation (the “Borrower”), in favor of the Administrative Agent and each of the Secured Parties.
BORROWER SECURITY AGREEMENTSecurity Agreement • June 21st, 2002 • Titan Corp • Services-computer integrated systems design • New York
This SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”), dated as of February 23, 2000, is made by THE TITAN CORPORATION, a Delaware corporation (the “Grantor”) in favor of CREDIT SUISSE FIRST BOSTON (“CSFB”), in its capacity as administrative agent (the “Administrative Agent”) for each of the Secured Parties.
