Exhibit K - Form of Lender Assignment Agreement



 


EXHIBIT K








                                            
LENDER ASSIGNMENT AGREEMENT








                                                                                                                                    
____ __, ____





To:       The
Titan Corporation,


  as
Borrower





Credit Suisse First
Boston,


  as
Administrative Agent








THE
TITAN CORPORATION





Gentlemen and
Ladies:





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.





As of ____ __, ____
(the “Assignment Date”), [Name of Lender] (the
“Assignor”) irrevocably sells, transfers,
conveys and assigns, without recourse, representation or warranty
(except as expressly set forth herein), to [Name of Assignee] (the
“Assignee”) and the Assignee irrevocably
purchases from the Assignor that portion of the Loans and
Commitments of the Assignor as set forth in Schedule I
hereto (the “Assigned Portion”) so that after
giving effect to the foregoing assignment and delegation, the
Assignor’s and the Assignee’s Percentages for the
purposes of the Credit Agreement and each other Loan Document will
be as set forth on Schedule I hereto.





In addition, this
agreement constitutes notice to each of you, pursuant to clause
(a)(iii) of Section 11.11 of the Credit Agreement, of the
assignment and delegation to the Assignee of the Assigned Portion
of the Credit Extensions and Commitments of the Assignor
outstanding under the Credit Agreement as of the Assignment
Date.












From and after the
Assignment Date, the Administrative Agent shall make all payments
in respect of the Assigned Portion (including payments of
principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to the Assignment Date and to the
Assignee for amounts which have accrued subsequent to the
Assignment Date.  The Assignor and the Assignee shall make all
appropriate adjustments in payments by the Administrative Agent for
periods prior to the Assignment Date or with respect to the making
of this assignment directly between themselves.





The Assignee hereby
acknowledges and confirms that it has received a copy of the Credit
Agreement and the exhibits related thereto, together with copies of
the documents which were required to be delivered under the Credit
Agreement as a condition to the making of the Credit Extensions
thereunder.  The Assignee further confirms and agrees that in
becoming a Lender and in making its Commitments and Credit
Extensions under the Credit Agreement, such actions have and will
be made without recourse to, or representation or warranty by, the
Administrative Agent.





The Assignor
represents and warrants that it is legally authorized to enter into
and deliver this agreement and represents that it is the legal and
beneficial owner of the Assigned Portion.  Except as set forth
in the previous sentence, the Assignor makes no representation or
warranty and assumes no responsibility with respect to any
statements, warranties or representations made pursuant to or in
connection with this agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this
agreement, the Credit Agreement, any other Loan Document or any
other instrument or document furnished pursuant hereto or thereto,
including the financial condition of the Borrower or any of its
Subsidiaries or the performance or observance by any Lender of any
of its obligations under the Credit Agreement, any other Loan
Document or any other instrument or document furnished pursuant
hereto or thereto.  The Assignee represents and warrants that
it is legally authorized to enter into and deliver this agreement
and confirms that it has received a copy of the Credit Agreement,
together with copies of the most recent financial statements
delivered pursuant to Section 7.1 of the Credit Agreement and such
other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this
agreement.  In addition, the Assignee independently and
without reliance upon the Assignor, the Agents or any other Lender,
and based on such documents and information as it shall deem
appropriate at the time, shall continue to make its own credit
decisions in taking or not taking action under the Credit
Agreement, the other Loan Documents and the other instruments and
documents delivered in connection therewith.





Except as otherwise
provided in the Credit Agreement, effective as of the Assignment
Date





(a)  the
Assignee





(i)  shall be
deemed automatically to have become a party to the Credit Agreement
and shall have all the rights and obligations of a
“Lender” under the Credit Agreement and the other Loan
Documents as if it were an original signatory thereto to the extent
specified in the second paragraph hereof;












(ii)  agrees to
be bound by the terms and conditions set forth in the Credit
Agreement and the other Loan Documents as if it were an original
signatory thereto; and





(b)  the Assignor
shall be released from its obligations under the Credit Agreement
and the other Loan Documents to the extent specified in the second
paragraph hereof.





[The
parties hereto understand that no processing fee of the type
referred to in Section 11.11(a) of the Credit Agreement shall be
due in connection with this Assignment.]





[The
Assignor and the Assignee hereby agree that the
[Assignor][Assignee] will pay to the Administrative Agent the
processing fee referred to in Section 11.11(a) of the Credit
Agreement.]





The Assignee hereby
advises each of you that the Assignee’s administrative
details with respect to the assigned Credit Extensions and
Commitments are on file with the Administrative Agent and requests
the Administrative Agent to acknowledge receipt of this
document.





The Assignee agrees
(for the benefit of the Assignor, the Borrower and the
Administrative Agent) to furnish, if required by clause (e) of
Section 4.6 of the Credit Agreement, the applicable Internal
Revenue Service forms or other forms required thereunder no later
than the date of acceptance hereof by the Administrative
Agent.  In addition, the Assignee represents and warrants (for
the benefit of the Assignor, the Borrower and the Administrative
Agent) that, under applicable law and treaties in effect as of the
date hereof, no United States federal taxes will be required to be
withheld by the Administrative Agent or the Borrower with respect
to any payments to be made to the Assignee in respect of the Credit
Agreement.





Notwithstanding any
other provisions hereof, if the consents of the Borrower and the
Administrative Agent are required under Section 11.11(a) of
the Credit Agreement, the assignment and delegation contemplated in
this agreement shall not be effective unless such consents shall
have been obtained and in any event no such assignment and
delegation shall be effective unless and until such assignment has
been recorded in the Register by the Administrative
Agent.





This Agreement may be
executed by the Assignor and Assignee in separate counterparts,
each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one
and the same agreement.









IN WITNESS WHEREOF,
each of the undersigned has executed and delivered this Lender
Assignment Agreement as of the date first written above.





                                                                     
[ASSIGNOR]








                                                                     
By:                                                                  


                                                                     
Name:


                                                                     
Title:





                                                                     
[ASSIGNEE]








                                                                     
By:                                                                  


                                                                     
Name:


                                                                     
Title:









ACCEPTED AND AGREED
TO:





CREDIT SUISSE FIRST
BOSTON,


  as
Administrative Agent








By:                                                 


Name:


Title:








By:                                                 


Name:


Title:





THE TITAN
CORPORATION








By:                                                 


Name:  Ray
Guillaume


Title:  Assistant
Treasurer









                                                                                                                                                                                                                     
SCHEDULE I


                                                                                                 
LENDER INFORMATION








	



LENDER

	



PERCENTAGE

	



DOMESTIC
OFFICE

	



LIBOR
OFFICE


	



[ASSIGNOR],


  as
Assignor

	



[                       
] Loans................................... %

	



ON FILE WITH
ADMINISTRATIVE AGENT

	



ON FILE WITH
ADMINISTRATIVE AGENT





	



[ASSIGNEE],


  as
Assignee

	



[                        
] Loans.................................. %







	



[                           
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Attn:
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Tel.: 
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Fax: 
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[                           
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Attn:
[                  
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Tel.: 
[                  
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Fax: 
[                   
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Wiring Instructions for
the Assignee:





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