The Titan Corporatio




EXECUTION
COPY




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 BANK OF
NOVA SCOTIA

and

 COMERICA BANK-CALIFORNIA,

as Syndication Agents,


and


BRANCH
BANKING AND TRUST COMPANY

 and

 TORONTO DOMINION (NEW YORK), INC.,

as Documentation Agents


WACHOVIA
SECURITIES,

as Sole Lead Arranger and Book Running Manager









Table of
Contents


Page


ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS...........
1


Section 1.1........... Defined
Terms............ 1


Section 1.2........... Use of Defined
Terms............ 32


Section 1.3...........
Cross‐References............ 32


Section 1.4........... Accounting and
Financial Determinations............ 32


ARTICLE II 
COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES AND LETTERS
OF CREDIT........... 33


Section 2.1........... Revolving Loan
Commitment and Swing Line Loan Commitment............ 33


Section 2.2........... Letter of Credit
Commitment............ 33


Section 2.3........... Term Loan
Commitments............ 33


Section 2.4........... Lenders Not Permitted
or Required to Make Loans............ 35


Section 2.5........... Issuer Not Permitted
or Required to Issue Letters of Credit............ 36


Section 2.6........... Reduction of the
Commitment Amounts............ 36


Section 2.7........... Borrowing
Procedure............ 37


Section 2.8........... Swing Line
Loans............ 38


Section 2.9........... Continuation and
Conversion Elections............ 38


Section 2.10...........
Funding............ 39


Section 2.11........... Letters of
Credit............ 39


Section 2.12...........
Notes............ 42


ARTICLE III 
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES........... 42


Section 3.1........... Repayments and
Prepayments............ 42


Section 3.2...........
Application............ 48


Section 3.3........... Interest
Rates............ 48


Section 3.4........... Default
Rates............ 49


Section 3.5........... Payment
Dates............ 49


Section 3.6...........
Fees............ 50


ARTICLE IV  CERTAIN
LIBO RATE AND OTHER PROVISIONS........... 51


Section 4.1........... LIBO Rate Lending
Unlawful............ 51


Section 4.2........... Deposits
Unavailable............ 51


Section 4.3........... Increased LIBO Rate
Loan Costs, etc............ 51


Section 4.4........... Funding
Losses............ 52


Section 4.5........... Increased Capital
Costs............ 52


Section 4.6...........
Taxes............ 53


Section 4.7........... Payments,
Computations, etc............ 55


Section 4.8........... Sharing of
Payments............ 55


Section 4.9...........
Setoff............ 56


Section 4.10........... Replacement of
Lender............ 56


ARTICLE V  CONDITIONS
TO CREDIT EXTENSIONS........... 57


Section 5.1........... Conditions Precedent
to the Effectiveness of this Agreement and the Making of the Term B
Loans and the Initial Revolving Loans............ 57


Section 5.2........... Conditions Precedent
to the Making of Incremental Term Loan
Borrowings............ 62


Section 5.3........... All Credit
Extensions............ 63


ARTICLE VI 
REPRESENTATIONS AND WARRANTIES........... 64


Section 6.1........... Organization,
etc............ 65


Section 6.2........... Due Authorization,
Non‐Contravention, etc............ 65


Section 6.3........... Government Approval,
Regulation, etc............ 65


Section 6.4........... Validity,
etc............ 66


Section 6.5........... Financial
Information............ 66


Section 6.6........... No Material Adverse
Effect............ 66


Section 6.7........... Litigation, Labor
Controversies, etc............ 66


Section 6.8...........
Subsidiaries............ 66


Section 6.9........... Ownership of
Properties............ 67


Section 6.10...........
Taxes............ 67


Section 6.11........... Pension and Welfare
Plans............ 67


Section 6.12........... Environmental
Warranties............ 67


Section 6.13........... Accuracy of
Information............ 69


Section 6.14........... Regulations T, U and
X............ 69


Section 6.15........... Government
Contracts............ 69


Section 6.16........... No
Debarment............ 69


Section 6.17........... Assignment of
Payments............ 70


Section 6.18...........
Solvency............ 70


ARTICLE VII 
AFFIRMATIVE COVENANTS........... 70


Section 7.1........... Financial
Information, Reports, Notices, etc............ 70


Section 7.2........... Maintenance of
Existence; Compliance with Laws, etc............ 72


Section 7.3........... Maintenance of
Properties............ 72


Section 7.4...........
Insurance............ 72


Section 7.5........... Books and
Records............ 73


Section 7.6........... Environmental Law
Covenant............ 73


Section 7.7........... Future Subsidiaries;
Collateral............ 74


Section 7.8........... Use of
Proceeds............ 75


Section 7.9........... Contract
Obligations............ 76


Section 7.10........... Mortgages on Real
Property............ 76


Section 7.11........... Compliance with
Assignment of Claims Act............ 76


Section 7.12........... SureBeam Loan
Documents............ 76


ARTICLE VIII 
NEGATIVE COVENANTS........... 77


Section 8.1........... Business
Activities............ 77


Section 8.2...........
Indebtedness............ 77


Section 8.3...........
Liens............ 78


Section 8.4........... Financial Condition
and Operations............ 80


Section 8.5...........
Investments............ 81


Section 8.6........... Restricted Payments,
etc............ 82


Section 8.7........... Subordinated
Debt............ 83


Section 8.8........... Stock of Restricted
Subsidiaries............ 84


Section 8.9........... Consolidation,
Merger, etc............ 84


Section 8.10........... Permitted
Dispositions............ 85


Section 8.11........... Modification of
Certain Agreements............ 85


Section 8.12........... Transactions with
Affiliates............ 86


Section 8.13........... Restrictive
Agreements, etc............ 86


Section 8.14........... Sale and
Leaseback............ 86


Section 8.15........... Indebtedness of
Foreign Subsidiaries............ 87


Section 8.16........... Restrictions on
Titan Capital Trust............ 87


ARTICLE IX  EVENTS OF
DEFAULT........... 87


Section 9.1........... Events of
Default............ 87


Section 9.2........... Action if
Bankruptcy............ 90


Section 9.3........... Action if Other Event
of Default............ 91


ARTICLE X  THE
ADMINISTRATIVE AGENT........... 91


Section 10.1...........
Actions............ 91


Section 10.2........... Funding Reliance,
etc............ 92


Section 10.3...........
Exculpation............ 92


Section 10.4...........
Successor............ 92


Section 10.5........... Credit Extensions by
the Administrative Agent............ 93


Section 10.6........... Credit
Decisions............ 93


Section 10.7........... Copies,
etc............ 94


Section 10.8........... Collateral
Issues............ 94


Section 10.9...........
Other Agents............ 94


ARTICLE XI 
MISCELLANEOUS PROVISIONS........... 94


Section 11.1........... Waivers, Amendments,
etc............ 94


Section 11.2...........
Notices............ 95


Section 11.3........... Payment of Costs and
Expenses............ 96


Section 11.4...........
Indemnification............ 96


Section 11.5...........
Survival............ 98


Section 11.6...........
Severability............ 98


Section 11.7...........
Headings............ 98


Section 11.8........... Execution in
Counterparts, Effectiveness, etc............ 98


Section 11.9........... Governing Law;
Entire Agreement............ 98


Section 11.10........... Successors and
Assigns............ 99


Section 11.11........... Sale and Transfer
of Loans and Notes; Participations in Loans and
Notes............ 99


Section 11.12........... Other
Transactions............ 103


Section 11.13...........
Confidentiality............ 103


Section 11.14........... Forum Selection and
Consent to Jurisdiction............ 104


Section 11.15........... Waiver of Jury
Trial............ 105






SCHEDULE I 
           
‐           
Disclosure Schedule


SCHEDULE II           
‐           
Lender Commitments; Addresses For Notices


SCHEDULE
III       
-           
Nonrecurring Cash Items


EXHIBIT A‐1 
           
‐
           
Form of Revolving Note


EXHIBIT A‐2 
           
‐           
Form of Swing Line Note


EXHIBIT A‐3 
           
‐           
Form of Term B Note


EXHIBIT A‐4 
           
‐           
Form of Incremental Term Note


EXHIBIT B‐1 
           
‐           
Form of Borrowing Request


EXHIBIT B‐2 
           
‐           
Form of Issuance Request


EXHIBIT C    
           
‐           
Form of Continuation/Conversion Notice


EXHIBIT D    
           
‐           
Form of Borrower Closing Date Certificate


EXHIBIT E     
           
‐           
Form of Compliance Certificate


EXHIBIT F‐1 
           
‐           
Form of Borrower Pledge Agreement


EXHIBIT F‐2 
           
‐           
Form of Subsidiary Pledge Agreement


EXHIBIT G‐1 
           
‐           
Form of Borrower Security Agreement


EXHIBIT G‐2 
           
‐           
Form of Subsidiary Security Agreement


EXHIBIT H    
           
‐           
Form of Opinion of Counsel to the Obligors


EXHIBIT I      
           
‐           
Form of Subsidiary Guaranty


EXHIBIT J      
           
‐           
Form of Interco Subordination Agreement


EXHIBIT K    
           
‐           
Form of Lender Assignment Agreement


EXHIBIT L     
           
‐           
Form of Officer’s Solvency Certificate


EXHIBIT M    
           
‐           
Form of Account Designation Letter









SENIOR
SECURED CREDIT AGREEMENT


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”).


W I T
N E S S E T H:


WHEREAS, the Borrower has
requested that the Lenders provide the credit facilities as set
forth herein;


WHEREAS, the Lenders have
agreed to provide such credit facilities in accordance with the
terms and provisions of this Agreement as set forth herein subject
to the terms and conditions contained herein.


NOW, THEREFORE, the
parties hereby agree as follows:





ARTICLE I



DEFINITIONS AND ACCOUNTING TERMS


Section 1.1           
Defined Terms.


The following terms
(whether or not underscored) when used in this Agreement, including
its preamble and recitals, shall, except where the context
otherwise requires, have the following meanings (such meanings to
be equally applicable to the singular and plural forms
thereof):


“Account
Designation Letter” means the Notice of Account
Designation Letter dated the Closing Date from the Borrower to the
Administrative Agent in substantially the form attached hereto as
Exhibit M.


“Acquisition
Incentives” means, with respect to any Person, any
earn‐out or holdback arrangements made in connection with
Permitted Acquisitions by such Person or any of its Subsidiaries;
provided that such arrangements are unsecured and
subordinated to the Obligations on terms and conditions reasonably
satisfactory to the Administrative Agent.


“Administrative
Agent” is defined in the preamble and includes
each other Person appointed as the successor Administrative Agent
pursuant to Section 10.4.


“Affected
Lender” is defined in
Section 4.10.


“Affiliate” of any Person
means any other Person which, directly or indirectly, controls, is
controlled by or is under common control with such Person. 
“Control” of a Person means the power, directly or
indirectly,


(a)           
to vote 10% or more of the securities (on a fully diluted basis)
having ordinary voting power for the election of directors,
managing members or general partners (as applicable); or


(b)           
to direct or cause the direction of the management and policies of
such Person (whether by contract or otherwise).


“Afripa” means Titan Wireless
Afripa Holding, Inc., a Delaware corporation.


“Afripa
Group” means Afripa and each Subsidiary directly or
indirectly owned by Afripa but not owned directly by Borrower or
any Subsidiary of Borrower other than Afripa or a Subsidiary of
Afripa.


“Agents” means, collectively,
the Administrative Agent, each Co-Syndication Agent, each
Co-Documentation Agent, and Wachovia in its capacity as Agent (as
defined in each of the Collateral Documents) for each of the
Secured Parties under the Collateral Documents.


“Agreement” means this Senior
Secured Credit Agreement, as it may be amended, restated,
supplemented, or otherwise modified from time to time.


“Alternate Base
Rate” means, on any date and with respect to all Base
Rate Loans, a fluctuating rate of interest per annum (rounded
upward, if necessary, to the next highest 1/16 of 1%) equal to the
higher of


(a)           
the Base Rate in effect on such day; and


(b)           
the Federal Funds Rate in effect on such day plus 1⁄2 of
1%.


Changes in the rate of
interest on that portion of any Loans maintained as Base Rate Loans
will take effect simultaneously with each change in the Alternate
Base Rate.  The Administrative Agent will give notice promptly
to the Borrower and the Lenders of changes in the Alternate Base
Rate; provided that the failure to give such notice shall
not affect the Alternate Base Rate in effect after such
change.


“Applicable
Margin” means, subject to the adjustment for Term B
Loans in accordance with Section 5.2(b) and the subsequent
addition, if any, of the Incremental Term Loans, the
percentages determined by reference to the Total Debt to EBITDA
Ratio as set forth in the performance pricing grid
below:


	



Total Debt to EBITDA
Ratio

	
LIBO
Rate Loans

	
Base
Rate Loans


		
Revolving
Loans

	
Term B
Loans

	
Revolving
Loans

	
Term B
Loans


	
>3.0

	
2.50%

	
3.00%

	
1.25%

	
1.75%


	
>2.5 but <
3.0

	
2.25%

	
2.75%

	
1.00%

	
1.50%


	
>2.0 but <
2.5

	
2.00%

	
2.75%

	
0.75%

	
1.50%


	
<
2.0

	
2.00%

	
2.50%

	
0.75%

	
1.25%





The Total Debt to EBITDA
Ratio used to compute the Applicable Margin shall be determined as
of the last day of each Fiscal Quarter as set forth in the
Compliance Certificate most recently delivered by the Borrower to
the Administrative Agent; changes in interest rates resulting from
changes in such ratio shall become effective on the date (each a
“Calculation Date”) which is five (5)
Business Days after the date on which the financial statements
covering the quarter‐end date as of which such ratio is
computed are delivered to the Administrative Agent in accordance
with Section 7.1(a) or (b), as applicable
..  If the Borrower shall fail to deliver a Compliance
Certificate within 60 days after the end of any Fiscal Quarter (or
within 105 days, in the case of the last Fiscal Quarter of the
Fiscal Year), the Applicable Margin from and including the 61st (or
106th, as the case may be) day after the end of such Fiscal Quarter
to but not including the date the Borrower delivers to the
Administrative Agent a Compliance Certificate shall conclusively
equal the highest Applicable Margin set forth above. 
Notwithstanding the foregoing, and regardless of the actual Total
Debt to EBITDA Ratio, from theClosing
Date until the delivery of the Compliance Certificate for the
fiscal quarter of the Borrower ending September 30, 2002, the Total
Debt to EBITDA Ratio shall be deemed to be greater than or equal to
3.0:1.0 for purposes of determining the Applicable Margin. 
Except as set forth above, each Applicable Margin shall be
effective from one Calculation Date until the next Calculation
Date.  Any adjustments in the Applicable Margin shall be
applicable to all existing Loans and Letters of Credit as well as
any new Loans made or Letters of Credit issued after such
adjustments, if any.


“Approved
Fund” means, with respect to any Lender which is a fund
that invests in bank loans, any other fund or trust or entity that
invests in bank loans and is advised or managed by the same
investment advisor as such Lender or by an Affiliate of such
investment advisor.


“Asset
Sale” means any sale, lease, sale and leaseback,
assignment, conveyance, transfer or other disposition by the
Borrower or any of its Restricted Subsidiaries of any of its
property or assets, including the Capital Stock of SureBeam or any
Restricted Subsidiary, permitted pursuant to
Section 8.10(b).


“Assignee
Lender” is defined in
Section 11.11(a).


“Assignment of
Claims Act” means Title 31, United States Code
§ 3727 and Title 41, United States Code
§ 15, as revised or amended, and any rules or regulations
issued pursuant thereto, and also shall be deemed to include any
other laws, rules or regulations governing the assignment of
government contracts or claims against a Governmental
Authority.


“Authorized
Officer” means, relative to any Obligor, those of its
officers, general partners or managing members (as applicable)
whose signatures and incumbency shall have been certified to the
Administrative Agent, the Lenders and the Issuers in the
certificate of incumbency most recently delivered by such
Obligor.


“Bankruptcy
Code” means the Bankruptcy Code in Title 11 of the United
States Code, as amended, modified, succeeded or replaced from time
to time.


“Base
Rate” means, at any time, the rate of interest then most
recently established by the Administrative Agent in Charlotte,
North Carolina as its base rate for U.S. dollars loaned in the
United States.  The Base Rate is not necessarily intended to
be the lowest rate of interest determined by the Administrative
Agent in connection with extensions of credit.  The
Administrative Agent or any other Lender may make commercial loans
or other loans at rates of interest at, above or below the Base
Rate.


“Base Rate
Loan” means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.


“Borrower” is defined in the
preamble.


“Borrower Pledge
Agreement” means the Pledge Agreement executed and
delivered by the Borrower substantially in the form of
Exhibit F‐1 hereto, as amended, restated,
supplemented or otherwise modified from time to time.


“Borrower
Security Agreement” means the Security Agreement executed
and delivered by the Borrower substantially in the form of
Exhibit G‐1 hereto, as amended, restated,
supplemented or otherwise modified from time to time.


“Borrowing” means the Loans of
the same type and, in the case of LIBO Rate Loans, having the same
Interest Period made by all Lenders required to make such Loans on
the same Business Day and pursuant to the same Borrowing
Request.


“Borrowing
Request” means a Loan request and certificate duly
executed by an Authorized Officer of the Borrower, substantially in
the form of Exhibit B‐1 hereto.


“Business
Day” means


(a)           
any day which is neither a Saturday or Sunday nor a legal holiday
on which banks are authorized or required to be closed in
Charlotte, North Carolina or New York, New York; and


(b)           
relative to the making, continuing, prepayment or repayment of any
LIBO Rate Loans, any day which is a Business Day described in
clause (a) above and which is also a day on which
dealings in Dollars are carried on in the interbank eurodollar
market of the Administrative Agent’s LIBOR Office.


“Capital
Expenditures” means, for any period, the aggregate amount
of all expenditures of the Borrower and its Restricted Subsidiaries
for fixed or capital assets made during such period which, in
accordance with GAAP, would be classified as capital
expenditures.


“Capital
Stock” means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however
designated, whether voting or non‐voting) of such
Person’s capital, whether now outstanding or issued after the
Closing Date.


“Capitalized
Lease Liabilities” means all monetary obligations of the
Borrower or any of its Restricted Subsidiaries under any leasing or
similar arrangement which have been (or, in accordance with GAAP,
should be) classified as capitalized leases, and for purposes of
each Loan Document the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP, and
the stated maturity thereof shall be the date of the last payment
of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without
payment of a premium or a penalty.


“Cash
Equivalents” means (a) marketable direct obligations
issued or unconditionally guaranteed by the United States
government and backed by the full faith and credit of the United
States government; (b) domestic and Eurodollar certificates of
deposit and time deposits, bankers’ acceptances and floating
rate certificates of deposit issued by any commercial bank
organized under the laws of the United States, any state thereof,
the District of Columbia, any foreign bank, or its branches or
agencies (fully protected against currency fluctuations), which, at
the time of acquisition, are rated A‐1 (or better) by S&P
or P‐1 (or better) by Moody’s; (c) commercial paper of
United States and foreign banks and bank holding companies and
their Subsidiaries and United States and foreign finance,
commercial industrial or utility companies which, at the time of
acquisition, are rated A‐1 (or better) by S&P or
P‐1 (or better) by Moody’s; (d) marketable direct
obligations of any State of the United States of America or any
political subdivision of any such State given on the date of such
investment the highest credit rating by Moody’s and S&P;
provided that the maturities of all obligations of the type
specified in clauses (a) through (d) above shall
not exceed one hundred eighty (180) days; and (e) reverse
purchase agreements covering obligations of the type specified in
clause (a) above.


“Cash Equivalent
Investment” means, at any time:


(a)           
any direct obligation of (or unconditionally guaranteed by) the
United States of America or a State thereof (or any agency or
political subdivision thereof, to the extent such obligations are
supported by the full faith and credit of the United States of
America or a State thereof) maturing not more than one year after
such time;


(b)           
commercial paper maturing not more than 270 days from the date of
issue, which is issued by


(i) a corporation (other
than an Affiliate of any Obligor) organized under the laws of any
State of the United States or of the District of Columbia and rated
A‐1 or higher by S&P or P‐1 or higher by
Moody’s, or


(ii) any Lender (or its
holding company);


(c)           
any certificate of deposit, time deposit or bankers acceptance,
maturing not more than one year after its date of issuance, which
is issued by either


(i) any bank organized
under the laws of the United States (or any State thereof) and
which has (x) a credit rating of A2 or higher from Moody’s or
A or higher from S&P and (y) a combined capital and surplus
greater than $500,000,000, or


(ii) any Lender;
or


(d)           
any repurchase agreement having a term of 30 days or less entered
into with any Lender or any commercial banking institution
satisfying the criteria set forth in clause (c)(i)
which


(i) is secured by a fully
perfected security interest in any obligation of the type described
in clause (a), and


(ii) has a market value at
the time such repurchase agreement is entered into of not less than
100% of the repurchase obligation of such commercial banking
institution thereunder.


“Cayenta
Group” means Cayenta, Inc., and each subsidiary directly
or indirectly owned by Cayenta, Inc.


“CERCLA” means the
Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended.


“CERCLIS” means the
Comprehensive Environmental Response Compensation Liability
Information System List.


“Change in
Control” means (i) the acquisition by any person,
entity or “group,” within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act, (excluding,
for this purpose, the Borrower or its Restricted Subsidiaries, or
any employee benefit plan of the Borrower or its Restricted
Subsidiaries which acquires beneficial ownership of voting
securities of the Borrower) of beneficial ownership (within the
meaning of Rule 13d‐3 promulgated under the Exchange
Act) of 25% or more of either the then outstanding shares of common
stock of the Borrower or the combined voting power of the
Borrower’s then outstanding voting securities entitled to
vote generally in the election of directors; or
(ii) individuals who, as of the Closing Date, constitute the
Board of Directors (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board of
Directors, provided that any person becoming a director
subsequent to the Closing Date whose election, or nomination for
election by the Borrower’s stockholders, was approved by a
vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such person were a
member of the Incumbent Board; or (iii) approval by the
stockholders of the Borrower of a reorganization, merger or
consolidation, in each case with respect to which Persons who were
the stockholders of the Borrower immediately prior to such
reorganization, merger or consolidation do not, immediately
thereafter, own more than 662/3% of the
combined voting power entitled to vote generally in the election of
directors of the reorganized, merged or consolidated
company’s then outstanding voting securities or (iv) any
“Change of Control” (or substantially similar
provision) under (and as defined in) any Sub Debt
Document.


“Closing
Date” means May 23, 2002.


“Code”
means the Internal Revenue Code of 1986, and the regulations
thereunder, in each case as amended, reformed or otherwise modified
from time to time.


“Collateral” means such term
as defined in any Loan Document.


“Collateral
Documents” means the Borrower Pledge Agreement, the
Borrower Security Agreement, the Subsidiary Pledge Agreement, the
Subsidiary Security Agreement, each Copyright Security Agreement,
each Trademark Security Agreement and each Patent Security
Agreement.


“Comerica” is defined in the
preamble.


“Commitment” means, as the
context may require, a Lender’s respective Term Loan
Commitment, Revolving Loan Commitment or Letter of Credit
Commitment, or Wachovia’s Swing Line Loan
Commitment.


“Commitment
Amount” means, as the context may require, a Term Loan
Commitment Amount, the Revolving Loan Commitment Amount, the Letter
of Credit Commitment Amount or the Swing Line Loan Commitment
Amount.


“Commitment
Termination Date” means, as the context may require, a
Term Loan Commitment Termination Date or the Revolving Loan
Commitment Termination Date.


“Commitment
Termination Event” means


(a)           
the occurrence of any Event of Default described in
Section 9.1(i); or


(b)           
the occurrence and continuance of any other Event of Default and
either


(i) the declaration of all
or any portion of the Loans to be due and payable pursuant to
Section 9.3, or


(ii) the giving of notice
by the Administrative Agent, acting at the direction of the
Required Lenders, to the Borrower that the Commitments have been
terminated.


“Compliance
Certificate” means a certificate duly completed and
executed by an Authorized Officer of the Borrower, substantially in
the form of Exhibit E hereto, together with such
changes thereto as the Administrative Agent may from time to time
request for the purpose of monitoring the Borrower’s
compliance with the financial covenants contained
herein.


“Contingent
Liability” means any agreement, undertaking or
arrangement by which any Person guarantees, endorses or otherwise
becomes or is contingently liable upon (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment,
to supply funds to, or otherwise to invest in, a debtor, or
otherwise to assure a creditor against loss) the Indebtedness or
any other obligation of any other Person (other than (i) by
endorsements of instruments in the course of collection and (ii)
guarantees of obligations of Restricted Subsidiaries incurred in
the ordinary course of business and not constituting Indebtedness
such as operating leases).  The amount of any Person’s
obligation under any Contingent Liability shall (subject to any
limitation set forth therein) be deemed to be the outstanding
principal amount of the debt, obligation or other liability
guaranteed thereby.  For purposes of this definition, the
SureBeam Loan and the existing guarantees in effect as of the
Closing Date given by the Borrower or any Restricted Subsidiary to
guarantee obligations of any member of the SureBeam Group shall not
be deemed to be Contingent Liabilities.


“Continuation/Conversion
Notice” means a notice of continuation or conversion and
certificate duly executed by an Authorized Officer of the Borrower,
substantially in the form of Exhibit C
hereto.


“Controlled
Group” means all members of a controlled group of
corporations and all members of a controlled group of trades or
businesses (whether or not incorporated) under common control
which, together with the Borrower, are treated as a single employer
under Section 414(b) or 414(c) of the Code or
Section 4001 of ERISA.


“Copyright
Security Agreement” means any Copyright Security
Agreement executed and delivered by any Obligor in substantially
the form of Exhibit C to any Security Agreement, as amended,
restated, supplemented or otherwise modified from time to
time.


“Credit
Extension” means, as the context may require,


(a)           
the making of a Loan by a Lender; or


(b)           
the issuance of any Letter of Credit, or the extension of any
Stated Expiry Date of any existing Letter of Credit, by an
Issuer.


“Credit Extension
Request” means, as the context may require, any Borrowing
Request or Issuance Request.


“Declaration of
Trust” means the Declaration of Trust, dated as of
January 19, 2000, as amended and restated by the Amended and
Restated Declaration of Trust, dated as of February 9, 2000,
by and among the Borrower, as depositor, Wilmington Trust Company,
as Delaware trustee and property trustee, and the administrative
trustees thereunder.


“Debentures” means those
convertible senior subordinated debentures, due February 2030,
issued by the Borrower to Titan Capital Trust pursuant to the
Indenture, dated as of February 9, 2000, between the Borrower
and Wilmington Trust Company, including as such Debentures may be
remarketed pursuant to the terms of the HIGH TIDES Documents and
the Sub Debt Documents.


“Default” means any Event of
Default or any condition, occurrence or event which, after notice
or lapse of time or both, would constitute an Event of
Default.


“Disbursement” is defined in
Section 2.11(c).


“Disbursement
Date” is defined in
Section 2.11(c).


“Disclosure
Schedule” means the Disclosure Schedule attached
hereto as Schedule I, as it may be amended, restated,
supplemented or otherwise modified from time to time by the
Borrower with the written consent of the Required
Lenders.


“Disqualified
Stock” means any Capital Stock of the Borrower or any
Subsidiary of the Borrower which by its terms (or by the terms of
any security into which it is convertible or for which it is
exchangeable or exercisable) or upon the happening of any event (a)
matures or is mandatorily redeemable pursuant to a sinking fund
obligation or otherwise, (b) is convertible or exchangeable for
Indebtedness or Disqualified Stock, or (c) is redeemable or subject
to required repurchase at the option of the holder thereof, in
whole or in part, in each case in this
clause (c) before the final Stated Maturity Date;
provided that notwithstanding the foregoing, the HIGH TIDES
shall not constitute Disqualified Stock.


“Documentation
Agent” is defined in the preamble.


“Dollar” and the sign
“$” mean lawful money of the United
States.


“Domestic
Office” means, relative to any Lender, the office of such
Lender designated as such Lender’s “Domestic
Office” set forth opposite its name on
Schedule II hereto or in a Lender Assignment Agreement,
or such other office of a Lender (or any successor or assign of
such Lender) within the United States as may be designated from
time to time by notice from such Lender, as the case may be, to
each other Person party hereto.


“EBITDA” means, for the
Borrower and its Restricted Subsidiaries for any applicable period,
the sum (without duplication) of the following:


(a)           
Net Income, plus


(b)           
all amounts deducted by the Borrower and its Restricted
Subsidiaries, in determining Net Income, representing either
non‐cash or non‐recurring items including fees, costs,
charges and other expenses incurred by the Borrower and its
Restricted Subsidiaries in connection with any (i) operation
reflected as discontinued on the consolidated income statement of
the Borrower in accordance with GAAP, (ii) acquisition, (iii)
restructuring, (iv) changes in accounting treatment under GAAP, (v)
non-cash asset impairment charges under GAAP and (vi) non-cash
deferred compensation expense.  Each item above in this clause
(b) (other than the item described in subclause (i) above) shall be
added back for the fiscal quarter in which it is incurred.  In
addition, each item above in this clause (b) shall be accounted for
on a consistent basis with the past financial and accounting
practices of the Borrower, minus


(c)           
all amounts added by the Borrower and its Restricted Subsidiaries
in determining Net Income, representing either non‐cash or
non‐recurring gains, including as a result of changes in
accounting treatment under GAAP, plus


(d)           
the amount deducted by the Borrower and its Restricted
Subsidiaries, in determining Net Income, representing amortization
and/or depreciation of assets of the Borrower and its Restricted
Subsidiaries, as determined in accordance with GAAP,
plus


(e)           
the amount deducted, in determining Net Income, of all federal,
state and local income taxes (whether paid in cash or deferred) of
the Borrower and its Restricted Subsidiaries,
plus


(f)           
the amount deducted, in determining Net Income, of Interest Expense
of the Borrower and its Restricted Subsidiaries,
plus


(g)           
pro forma cost savings in connection with Permitted
Acquisitions (or such other acquisitions as shall be approved by
the Required Lenders) and related cash expenses incurred in
achieving such cost savings identified by the Borrower at the
closing of any such acquisition (or within 30 days immediately
following such closing), in each case which are satisfactory to the
Agent; provided, that any such cost savings may be added
back on a pro forma basis only during the four consecutive Fiscal
Quarters immediately preceding such acquisition;


provided,
that the total amount of non-recurring cash items added back
pursuant to clause (b) above and the total amount of cash expenses
incurred in achieving cost savings that are added back pursuant to
clause (g) above shall not comprise more than 25% of total trailing
twelve-month EBITDA; and provided, further, that the
non-recurring cash items on Schedule III hereto and under clause
(b)(i) above shall not be included in such limitation.


“Environmental
Laws” means all applicable federal, state or local
statutes, laws, ordinances, codes, rules, regulations and
guidelines (including consent decrees and administrative orders)
relating to pollution, public health and safety and protection of
the environment.


“ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto of similar import,
together with the regulations thereunder, in each case as in effect
from time to time.  References to sections of ERISA also refer
to any successor sections thereto.


“Event of
Default” is defined in
Section 9.1.


“Excess Cash
Flow” means, for the Borrower and its Restricted
Subsidiaries for any Fiscal Year, (a) EBITDA for such Fiscal
Year, minus (b) the amount deducted in determining Net
Income representing all federal, state and local income taxes paid
or payable in cash by the Borrower and its Restricted Subsidiaries
for such Fiscal Year, minus (c) the amount deducted in
determining Net Income representing Interest Expense of the
Borrower and its Restricted Subsidiaries paid or payable in cash
(excluding interest on the Debentures which has been deferred by
the Borrower in accordance with the terms of the related Indenture)
during such Fiscal Year, minus (d) all principal
payments (including all voluntary payments and mandatory
prepayments) on Total Debt made by the Borrower and its Restricted
Subsidiaries during such Fiscal Year, minus (e) all
Capital Expenditures made by the Borrower and its Restricted
Subsidiaries during such Fiscal Year, (f) plus or
minus the net change in working capital of the Borrower and
its Restricted Subsidiaries during such Fiscal Year, minus
(g) cash consideration paid during such Fiscal Year for
Permitted Acquisitions (less any portion thereof which is financed
with Indebtedness permitted by Section 8.2),
minus (h) cash consideration paid during such Fiscal
Year for Investments consisting of the types described in clauses
(a) and (c) of the definition of “Investment” so long
as such Investments do not constitute acquisitions and are
permitted by Section 8.5 (l), plus (j) Net
Proceeds from Asset Sales which are not applied or designated to be
applied to purchase Qualified Assets or which are not applied as a
mandatory prepayment pursuant to
Section 3.1(e).


“Exchange
Act” means the Securities Exchange Act of 1934, as
amended.


“Exemption
Certificate” is defined in clause (e) of
Section 4.6.


“Existing Letters
of Credit” means the Letters of Credit issued by
Scotiabank and Comerica prior to the Closing Date which remained
outstanding as of the Closing Date.


“Existing
Subordinated Debt” means the Debentures.


“FASB”
means the Financial Accounting Standards Board.


“Federal Funds
Rate” means, for any period, a fluctuating interest rate
per annum equal for each day during such period to


(a)           
the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by
federal funds brokers, as published for such day (or, if such day
is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York; or


(b)           
if such rate is not so published for any day which is a Business
Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by
it.


“Fee
Letter” means the confidential letter, dated
April 5, 2002, from Wachovia and First Union Securities, Inc.
to the Borrower.


“Fiscal
Quarter” means a quarter ending on the last day of each
March, June, September or December.


“Fiscal
Year” means any period of twelve consecutive calendar
months ending on December 31 of each year; references to a
Fiscal Year with a number corresponding to any calendar year
(e.g., the “Fiscal Year 200_”) refer to the
Fiscal Year ending on December 31 of such calendar
year.


“Fixed Charge
Coverage Ratio” means, as of the close of any Fiscal
Quarter, the ratio computed for the period consisting of such
Fiscal Quarter and each of the three immediately preceding Fiscal
Quarters with respect to the Borrower and its Restricted
Subsidiaries on a consolidated basis of:


(a)           
EBITDA (for all such Fiscal Quarters) minus Capital Expenditures
made during such Fiscal Quarters;


to


(b)           
the sum (for all such Fiscal Quarters) of


(i) Interest Expense paid
or payable in cash (excluding interest on the Debentures which has
been deferred by the Borrower in accordance with the terms of the
related Indenture); plus


(ii) scheduled principal
payments of the Term Loans pursuant to the provisions of
Section 3.1(h) after giving effect to any reductions in
such scheduled principal repayments attributable to any optional or
mandatory prepayments of the Term Loans; plus


(iii) all federal, state
and foreign income taxes actually paid in cash by the Borrower and
its Restricted Subsidiaries.


“Foreign
Subsidiary” means any Subsidiary that is not a U.S.
Subsidiary.


“F.R.S.
Board” means the Board of Governors of the Federal
Reserve System or any successor thereto.


“GAAP”
is defined in Section 1.4.


“Governmental
Authority” means the government of the United States of
America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to
government.


“Guarantor” means each direct
and indirect U.S. Subsidiary of the Borrower whether now existing
or hereafter acquired or organized (other than Titan Capital Trust,
Titan Africa, Inc., Afripa, LinCom Wireless, Sakon and each member
of the SureBeam Group), each of which shall be required to execute
and deliver the Subsidiary Guaranty, or a supplement thereto, to
the Administrative Agent; provided, however,
the Borrower may elect to include LinCom Wireless and/or Sakon as a
Guarantor provided that (i) LinCom Wireless and/or Sakon and the
Borrower comply with all of the terms and conditions of Section
7.7 with respect to such election and (ii) such election shall
be irreversible. 


“Hazardous
Material” means


(a)           
any “hazardous substance,” as defined by
CERCLA;


(b)           
any “hazardous waste,” as defined by the Resource
Conservation and Recovery Act, as amended; or


(c)           
any pollutant or contaminant or hazardous, dangerous or toxic
chemical, material or substance (including any petroleum product)
within the meaning of any other applicable federal, state or local
law, regulation, ordinance or requirement (including consent
decrees and administrative orders) relating to or imposing
liability or standards of conduct under any Environmental Law, all
as amended.


“Hedging
Agreements” means currency exchange agreements, interest
rate swap agreements, interest rate cap agreements and interest
rate collar agreements, and all other agreements or arrangements
designed to protect such Person against fluctuations in interest
rates or currency exchange rates.


“Hedging
Obligations” means, with respect to any Person, all
liabilities of such Person under Hedging Agreements.


“herein,”
“hereof,” “hereto,”
“hereunder” and similar terms contained in this
Agreement or any other Loan Document refer to this Agreement or
such other Loan Document, as the case may be, as a whole and not to
any particular Section, paragraph or provision of this Agreement or
such other Loan Document.


“HIGH
TIDES” means those Convertible Preferred Securities,
Remarketable Term Income Deferrable Equity Securities (HIGH
TIDES)(SM)  issued by Titan
Capital Trust in accordance with the terms and provisions of the
Declaration of Trust, including as such HIGH TIDES may be
remarketed pursuant to the HIGH TIDES Documents.  For all
purposes under this Agreement, the HIGH TIDES shall be considered
equity.  (The terms Remarketable Term Income Deferrable Equity
Securities (HIGH TIDES)(SM) and HIGH
TIDES(SM) are registered service marks of
Credit Suisse First Boston.)


“HIGH TIDES
Documents” means (a) the HIGH TIDES, (b) the Declaration
of Trust, (c) the Preferred Securities Guarantee, dated as of
February 9, 2000, between the Borrower and Wilmington Trust
Company, as guarantee trustee, issued by the Borrower with respect
to distributions on, the redemption of and liquidation amounts on
the HIGH TIDES, (d) the Common Securities Guarantee, dated as
of February 9, 2000, issued by the Borrower, (e) the
Remarketing Agreement, dated as of February 9, 2000, among
Titan Capital Trust, Wilmington Trust Company, as Tender Agent, and
Credit Suisse First Boston Corporation, as Remarketing Agent, (f)
the Registration Rights Agreement, dated as of February 9,
2000, among the Borrower, Titan Capital Trust and Credit Suisse
First Boston Corporation, on behalf of the several purchasers, and
(g) any other documents related to the issuance of the HIGH
TIDES.


“Impermissible
Qualification” means, relative to the opinion or
certification of any independent public accountant as to any
financial statement of the Borrower, any qualification or exception
to such opinion or certification


(a)           
which is of a “going concern” or similar
nature;


(b)           
which relates to the limited scope of examination of matters
relevant to such financial statement; or


(c)           
which relates to the treatment or classification of any item in
such financial statement and which, as a condition to its removal,
would require an adjustment to such item the effect of which would
be to cause the Borrower to be in default of any of its obligations
under Section 8.4.


“including” and
“include” means including without limiting the
generality of any description preceding such term, and, for
purposes of this Agreement and each other Loan Document, the
parties hereto agree that the rule of ejusdem generis shall not be
applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar
to the matters specifically mentioned.


“Incremental Term
Loan” is defined in
Section 2.3(b).


“Incremental Term
Loan Borrowing” is defined in Section
2.3(b).


“Incremental Term
Loan Commitment” means, relative to any Lender,
such  Lender’s obligation (if any) to make Incremental
Term Loans pursuant to Section 2.3(b).


“Incremental Term
Loan Commitment Amount” means, on any date, $150,000,000,
as such amount may be reduced from time to time pursuant to
Section 2.6.


“Incremental Term
Loan Commitment Termination Date” means the earliest
of:


(a)           
the date which is four (4) years after the Closing Date;


(b)           
the date on which the Incremental Term Loan Commitment Amount is
terminated in full or reduced to zero pursuant to
Section 2.6; and


(c)           
the date on which any Commitment Termination Event
occurs.


Upon the occurrence of any
event described in clause (a),  (b), or
(c), the Incremental Term Loan Commitments shall terminate
automatically without any further action.


“Incremental Term
Loan Lender” means the Lenders (if any) which commit to
make Incremental Term Loans in accordance with Section
2.3(b) hereof and which are listed on Schedule II
(as such Schedule is amended from time to time after the Closing
Date) as holding Incremental Term Loan Commitments and Lenders from
time to time holding Incremental Term Loans and Incremental Term
Loan Commitments after giving effect to any assignments permitted
by Section 11.11.


“Incremental Term
Note” means a promissory note of the Borrower payable to
any Lender, in the form of Exhibit A‐4 hereto (as
such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the Indebtedness of the Borrower to
such Lender resulting from outstanding Incremental Term Loans, and
also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.


“Incumbent
Board” is defined in the definition of “Change in
Control.”


“Indebtedness” of any Person
means, without duplication:


(a)           
all obligations of such Person for borrowed money or advances and
all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments;


(b)           
all obligations, contingent or otherwise, relative to the face
amount of all letters of credit, whether or not drawn, and
banker’s acceptances issued for the account of such
Person;


(c)           
all Capitalized Lease Liabilities of such Person;


(d)           
net liabilities of such Person under all Hedging
Obligations;


(e)           
whether or not so included as liabilities in accordance with GAAP,
all obligations of such Person to pay the deferred purchase price
of property or services (excluding (i) Acquisition Incentives until
the amounts thereof are reduced to a sum certain and become due and
payable and (ii) trade accounts payable in the ordinary course of
business which are not overdue for a period of more than 90 days
or, if overdue for more than 90 days, as to which a dispute exists
and adequate reserves in conformity with GAAP have been established
on the books of such Person), and indebtedness or other obligations
secured by (or for which the holder of such indebtedness or other
obligations has an existing right, contingent or otherwise, to be
secured by) a Lien on property owned or being acquired by such
Person (including indebtedness or other obligations arising under
conditional sales or other title retention agreements), whether or
not such indebtedness or other obligations shall have been assumed
by such Person or is limited in recourse;


(f)           
all Contingent Liabilities of such Person;


(g)           
the principal portion of all obligations of such Person under any
Synthetic Lease; and


(h)           
all Disqualified Stock of such Person.


For all purposes of this
Agreement, the Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except to the
extent the terms of such Indebtedness provide that such Person is
not liable therefor.  In no event shall the HIGH TIDES be
considered Indebtedness under this Agreement.


“Indemnified
Liabilities” is defined in
Section 11.4.


“Indemnified
Parties” is defined in
Section 11.4.


“Interco
Subordination Agreement” means the Subordination
Agreement, substantially in the form of Exhibit J
hereto.


“Interest
Coverage Ratio” means, as of the close of any Fiscal
Quarter, the ratio computed for the period consisting of such
Fiscal Quarter and each of the three immediately preceding Fiscal
Quarters with respect to the Borrower and its Restricted
Subsidiaries on a consolidated basis of:


(a)           
EBITDA (for all such Fiscal Quarters)


to


(b)           
Interest Expense paid or payable in cash (excluding interest on the
Debentures which has been deferred by the Borrower in accordance
with the terms of the related Indenture).


“Interest
Expense” means, for any Fiscal Quarter, the aggregate
interest expense of the Borrower and its Restricted Subsidiaries
for such Fiscal Quarter, as determined in accordance with GAAP,
including the portion of any payments made in respect of
Capitalized Lease Liabilities allocable to interest expense;
provided, however, that distributions on the HIGH
TIDES shall be included in Interest Expense.


“Interest
Period” means, relative to any LIBO Rate Loan, the period
beginning on (and including) the date on which such LIBO Rate Loan
is made or continued as, or converted into, a LIBO Rate Loan
pursuant to Section 2.7 or 2.9 and shall end on
(but exclude) the day which numerically corresponds to such date 2
weeks or one, two, three or six months thereafter, or, if available
to be made by all Lenders, nine or twelve months thereafter (or, if
such month has no numerically corresponding day, on the last
Business Day of such month), as the Borrower may select in its
relevant notice pursuant to Section 2.7 or 2.9;
provided, however, that


(a)           
the Borrower shall not be permitted to select Interest Periods to
be in effect at any one time which have expiration dates occurring
on more than ten different dates;


(b)           
if such Interest Period would otherwise end on a day which is not a
Business Day, such Interest Period shall end on the next following
Business Day (unless such next following Business Day is the first
Business Day of a calendar month, in which case such Interest
Period shall end on the Business Day next preceding such
numerically corresponding day); and


(c)           
no Interest Period for any Loan may end later than the Stated
Maturity Date for such Loan.


“Investment” means, relative
to any Person, (a) any direct or indirect purchase or other
acquisition by such Person of, or of a beneficial interest in, the
Capital Stock or other debt or equity securities (including
options, warrants or other rights to acquire such Capital Stock or
other securities) of any other Person, (b) any direct or indirect
purchase or other acquisition by such Person of any assets
constituting a business unit of any Person or all or substantially
all of a Person’s assets, (c) any direct or indirect loan,
advance (excluding commission, travel, petty cash, relocation and
similar advances to officers and employees made in the ordinary
course of business) or capital contribution by such Person to any
other Person, including all Indebtedness and accounts receivable
acquired from that other Person that are not current assets or did
not arise from sales to that other Person in the ordinary course of
business, (d) Hedging Agreements and (e) any Contingent Liability
of such Person.  The amount of any Investment shall be the
original principal or capital amount thereof less all returns of
principal or equity thereon and shall, if made by the transfer or
exchange of property other than cash, be deemed to have been made
in an original principal or capital amount equal to the fair market
value of such property at the time of such Investment.


“Issuance Request” means a Letter of Credit
request and certificate duly executed by an Authorized Officer of
the Borrower, substantially in the form of
Exhibit B‐2 hereto.


“Issuer” means Scotiabank and
Comerica (solely with respect to Existing Letters of Credit),
Wachovia or any other two Lenders acceptable to the Administrative
Agent and the Borrower; provided, however, that no
Lender other than Wachovia shall have any obligation to issue
Letters of Credit hereunder.


“Lender
Assignment Agreement” means an assignment agreement
substantially in the form of Exhibit K
hereto.


“Lenders” is defined in the
preamble and, in addition, shall include any commercial bank
or other financial institution that becomes a Lender pursuant to
Sections 11.11(a).


“Lender’s
Environmental Liability” means any and all losses,
liabilities, obligations, penalties, claims, litigation, demands,
defenses, costs, judgments, suits, proceedings, damages (including
consequential damages), disbursements or expenses of any kind or
nature whatsoever (including reasonable attorneys’ fees at
trial and appellate levels and experts’ fees and
disbursements and expenses incurred in investigating, defending
against or prosecuting any litigation, claim or proceeding) which
may at any time be imposed upon, incurred by or asserted or awarded
against the present or former Administrative Agent, any present or
former Lender or any present or former Issuer or any of such
Person’s Affiliates, shareholders, directors, officers,
employees, and agents in connection with or arising
from:


(a)           
any Hazardous Material on, in, under or affecting all or any
portion of any property of the Borrower or any of its Subsidiaries,
the groundwater thereunder, or any surrounding areas thereof to the
extent caused by Releases from the Borrower’s or any of its
Subsidiaries’ or any of their respective predecessors’
properties;


(b)           
any misrepresentation, inaccuracy or breach of any warranty,
contained or referred to in Section 6.12;


(c)           
any violation or claim of violation by the Borrower or any of its
Subsidiaries of any Environmental Laws; or


(d)           
the imposition of any lien for damages caused by, or the recovery
of any costs for, the cleanup, release or threatened release of any
Hazardous Material (i) by the Borrower or any of its Subsidiaries
or (ii) in connection with any property owned or formerly owned by
the Borrower or any of its Subsidiaries.


“Letter of
Credit” is defined in Section 2.2 and shall
include each of the Existing Letters of Credit.


“Letter of Credit
Commitment” means, with respect to an Issuer, such
Issuer’s obligation to issue Letters of Credit pursuant to
Section 2.2 and, with respect to each Revolving Loan
Lender, the obligations of each such Lender to participate in such
Letters of Credit pursuant to
Section 2.11(b).


“Letter of Credit
Commitment Amount” means, on any date, a maximum amount
of $50,000,000, as such amount may be permanently reduced from time
to time pursuant to Section 2.6.


“Letter of Credit
Outstandings” means, on any date, an amount equal to the
sum of


(a)           
the then aggregate amount which is undrawn and available under all
issued and outstanding Letters of Credit,


plus


(b)           
the then aggregate amount of all unpaid and outstanding
Reimbursement Obligations.


“LIBO
Rate” means for any LIBO Rate Loan for any Interest
Period therefor, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) appearing on the display designated as
page 3750 by Dow Jones Telerate, Inc. (or such other page as may
replace such page on that service for the purpose of displaying the
British Bankers Association London interbank offered rates) as the
London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days prior
to the first day of such Interest Period for a term comparable to
such Interest Period.  If for any reason such rate is not
available, the term “LIBO Rate” shall mean, for any
LIBO Rate Loan for any Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%)
appearing on Reuters Screen LIBO Page as the London interbank
offered rate for deposits in Dollars at approximately
11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period for a term comparable to such Interest
Period; provided, however, if more than one rate is
specified on Reuters Screen LIBO Page, the applicable rate shall be
the arithmetic mean of all such rates (rounded upwards, if
necessary, to the nearest 1/100 of 1%).  If, for any reason,
neither of such rates is available, then “LIBO Rate”
shall mean the rate per annum at which, as determined by the
Administrative Agent, deposits in Dollars in an amount comparable
to the Loans then requested are being offered to leading banks at
approximately 11:00 A.M. (London time), two (2) Business
Days prior to the commencement of the applicable Interest Period
for settlement in immediately available funds by leading banks in
the London interbank market for a period equal to the Interest
Period selected.


“LIBO Rate
Loan” means a Loan bearing interest, at all times during
an Interest Period applicable to such Loan, at a rate of interest
determined by reference to the LIBO Rate (Reserve
Adjusted).


“LIBO Rate
(Reserve Adjusted)” means, relative to any Loan to be
made, continued or maintained as, or converted into, a LIBO Rate
Loan for any Interest Period, a rate per annum determined pursuant
to the following formula:



	
LIBO Rate

	
=

	
LIBO
Rate


	
(Reserve
Adjusted)

		
1.00
‐ LIBOR Reserve Percentage







The LIBO Rate (Reserve
Adjusted) for any Interest Period for LIBO Rate Loans will be
determined by the Administrative Agent on the basis of the LIBOR
Reserve Percentage in effect two Business Days before the first day
of such Interest Period.


“LIBOR
Office” means, relative to any Lender, the office of such
Lender designated as such Lender’s “LIBOR Office”
set forth opposite its name on Schedule II hereto or in
a Lender Assignment Agreement, or such other office of a Lender as
designated from time to time by notice from such Lender to the
Borrower and the Administrative Agent, whether or not outside the
United States, which shall be making or maintaining LIBO Rate Loans
of such Lender hereunder.


“LIBOR Reserve
Percentage” means, relative to any Interest Period for
LIBO Rate Loans, the reserve percentage (expressed as a decimal)
equal to the maximum aggregate reserve requirements (including all
basic, emergency, supplemental, marginal and other reserves and
taking into account any transitional adjustments or other scheduled
changes in reserve requirements) specified under regulations issued
from time to time by the F.R.S. Board and then applicable to assets
or liabilities consisting of or including “Eurocurrency
Liabilities,” as currently defined in Regulation D of
the F.R.S. Board, having a term approximately equal or comparable
to such Interest Period.


“Lien”
means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise), charge against or interest in property, or other
priority or preferential arrangement of any kind or nature
whatsoever, to secure payment of a debt or performance of an
obligation.


LinCom
Wireless” means LinCom Wireless, Inc. a Delaware
corporation.


“Loan
Documents” collectively means this Agreement, the Letters
of Credit, the Fee Letter, the Interco Subordination Agreement, the
Collateral Documents, each Subsidiary Guaranty, each agreement
pursuant to which the Administrative Agent is granted a Lien to
secure the Obligations and each other agreement, certificate,
document or instrument delivered in connection with this Agreement
or such other Loan Documents, whether or not specifically mentioned
herein or therein.


“Loans”
means, as the context may require, a Revolving Loan, each Term
Loan, or a Swing Line Loan, of any type.


“Material Adverse
Effect” means a material adverse effect on (i) the
business, condition (financial or otherwise), operations, assets,
properties or prospects of the Borrower or the Borrower and its
Subsidiaries taken as a whole, (ii) the rights and remedies of the
Administrative Agent, any Lender or any Issuer under any Loan
Document or (iii) the ability of any Obligor to perform its
Obligations under any Loan Document.


“Moody’s” means
Moody’s Investors Service, Inc.


“Net
Income” means for any period, the aggregate of all
amounts which would be included as net income on the consolidated
financial statements of the Borrower and its Restricted
Subsidiaries for such period, as determined in accordance with
GAAP.


“Net
Proceeds” means (a) with respect to the issuance of any
equity securities other than the issuance or exercise of stock
options in connection with employee incentive programs or employee
benefit programs of the Borrower, the excess of (i) the
proceeds received by the Borrower from the sale or issuance to any
Person of any stock, warrants or options or the exercise of any
such warrants or options,  over (ii) all reasonable and
customary underwriting commissions and legal, investment banking,
brokerage and accounting and other professional fees, sales
commissions and disbursements actually incurred in connection with
such sale or issuance; (b) with respect to any Asset Sale, the
excess of (i) the proceeds received from any Asset Sale
over (ii) the reasonable cash costs of such Asset Sale,
taxes paid or payable as a result thereof, and all reasonable and
customary legal, investment banking, accounting, and other
professional fees, sales commissions or disbursements actually
incurred in connection with such Asset Sale which have not been
paid to Affiliates of the Borrower in connection therewith; (c) the
cash proceeds received with respect to any Recovery Event; and (d)
with respect to the incurrence or issuance of Subordinated Debt
(other than Existing Subordinated Debt), the excess of (i)
the proceeds received from the incurrence or issuance of such
Subordinated Debt over (ii) the reasonable costs incurred in
such transaction, and all reasonable and customary legal,
investment banking, accounting, and other professional fees, sales
commissions or disbursements actually incurred in connection with
such transaction.


The amount of the proceeds
described in clauses (a), (b) and (c)
which, at the option of the Borrower and so long as no Default
shall have occurred and be continuing, the Borrower uses, or causes
any Restricted Subsidiary to use, to purchase (x) assets that are
useful in the business of the Borrower or such Restricted
Subsidiary, or (y) Capital Stock of Persons which, immediately
after giving effect to such purchase, become a Restricted
Subsidiary (with such assets or interests described in
clauses (x) and (y), collectively, referred to
as “Qualified Assets”) within 180 days (with
respect to the proceeds described in clauses (a) and
(c)), and 360 days (with respect to the proceeds described in
clause (b)), after the consummation (and with the
proceeds) of such issuance, receipt, sale, conveyance or
disposition, shall be eligible to be used to acquire Qualified
Assets subject to the other terms of this Agreement, and in the
event the Borrower or such Restricted Subsidiary elects to exercise
its right to purchase Qualified Assets with the Net Proceeds
pursuant to this provision, the Borrower shall deliver a
certificate of an Authorized Officer to the Administrative Agent
within 120 days following the receipt of Net Proceeds (with respect
to the proceeds described in clauses (a) and (c)
above) or within 180 days following receipt of Net Proceeds (with
respect to the proceeds described in clause (b) above)
setting forth the amount of the Net Proceeds which the Borrower or
such Restricted Subsidiary expects to use to purchase Qualified
Assets during such 180‐day or 360‐day period, as
applicable.  An amount equal to (i) 50% of such Net Proceeds
which the Borrower does not expect to use to purchase Qualified
Assets shall be paid to the Administrative Agent in accordance with
Section 3.1(c) or (e) (as the case may be) on
the 120th day following receipt of such Net Proceeds (with respect
to the proceeds described in clause (a) above), (ii)
100% of the amount of such Net Proceeds which the Borrower does not
expect to use to purchase Qualified Assets shall be paid to the
Administrative Agent in accordance with Section 3.1(d)
on the 180th day following receipt of such Net Proceeds (with
respect to the proceeds described in clause (b) above),
if such Net Proceeds exceed $15,000,000 and (iii) 100% of such Net
Proceeds which the Borrower does not expect to use to purchase
Qualified Assets shall be paid to the Administrative Agent in
accordance with Section 3.1(c) on the 120th day
following receipt of such Net Proceeds (with respect to the
proceeds described in clause (c) above).  If the
Borrower fails to deliver a certificate within such 120‐ or
180‐day period, as applicable, specifying the amount of Net
Proceeds which the Borrower expects to use to purchase Qualified
Assets, (i) 50% of the Net Proceeds received (in the case of the
proceeds described in clauses (a) and (c) above) shall
be paid to the Administrative Agent in accordance with
Section 3.1(c) on the 120th day following receipt of
such Net Proceeds (with respect to the proceeds described in
clauses (a) and (c) above) and (ii) 100% of the Net
Proceeds received (in the case of clause (b) above)
shall be paid to the Administrative Agent in accordance with
Section 3.1(d) on the 180th day following receipt of
such Net Proceeds (with respect to the proceeds described in
clause (b) above).


If and to the extent that
the Borrower or such Restricted Subsidiary has elected to reinvest
Net Proceeds referred to in clauses (a) (b) and
(c) as permitted above, then on the date which is 180 days
or 360 days, as appropriate, after the relevant receipt, sale,
conveyance or disposition, the Borrower shall deliver a certificate
of an Authorized Officer to the Administrative Agent certifying as
to the amount and use of such Net Proceeds actually used to
purchase Qualified Assets.  To the extent such Net Proceeds
are not so used to purchase Qualified Assets then the Loans shall
be repaid as set forth in Sections 3.1(c), (d) and
(e) and the Revolving Loan Commitment Amount, as appropriate
pursuant to Section 2.6(b), shall be automatically
reduced by an amount equal to the aggregate amount of such proceeds
used to repay the Revolving Loans.


“Net
Worth” means, with respect to any Person at any date, on
a consolidated basis for such Person and its Restricted
Subsidiaries:


(a)           
the sum of Capital Stock taken at par value, capital surplus and
retained earnings (or accumulated deficit) of such Person at such
date;


minus


(b)           
treasury stock of such Person and, to the extent included in the
preceding clause (a), minority interests in
Subsidiaries of such Person at such date.


“Non‐Excluded Taxes”
means any Taxes other than net income and franchise taxes imposed
with respect to the Administrative Agent or any Lender by the
Governmental Authority under the laws of which the Administrative
Agent or such Lender, as applicable, is organized or in which it
maintains its applicable lending office.


“Non‐U.S.
Lender” means any Lender that is not a “United
States person,” as defined under section 7701(a)(30) of the
Code.


“Non‐Utilization Fee”
means a fee equal to the percentage specified in the grid below of
the undrawn portion of the Revolving Loan Commitment
Amount:


	
Usage

	
Non‐Utilization Fee


	
Usage
<30%

	
1.00%


	
30%
< Usage < 50%

	
0.75%


	
Usage >
50%

	
0.50%





For purposes hereof,
“Usage” means a percentage equal to (1) the daily
average of the aggregate principal amount of all outstanding
Revolving Loans (including the aggregate principal amount of all
outstanding Swing Line Loans and the Letter of Credit Outstandings
but excluding Revolving Loans made for the purpose of repaying any
Refunded Swing Line Loans or reimbursing the Issuers for any amount
drawn under any Letter of Credit but not yet so applied, to the
extent such amounts are included as outstanding Swing Line Loans or
Letter of Credit Outstandings) divided by (2) the daily
average of the Revolving Loan Commitment Amount.


“Note”
means, as the context may require, a Revolving Note, a Term Note,
or a Swing Line Note.


“Obligations” means all
obligations (monetary or otherwise, whether absolute or contingent,
matured or unmatured) of the Borrower and each other Obligor
arising under or in connection with this Agreement, each other Loan
Document and any Hedging Agreement between the Borrower and a
Lender or an Affiliate of a Lender.


“Obligor” means, as the
context may require, the Borrower and each other Person (other than
a Secured Party) obligated under any Loan Document.


“Organic
Document” means, relative to any Obligor, as applicable,
its certificate of incorporation, by‐laws, certificate of
partnership, partnership agreement, certificate of formation,
limited liability agreement and all shareholder agreements, voting
trusts and similar arrangements applicable to any of such
Obligor’s partnership interests, limited liability company
interests or authorized shares of Capital Stock.


“Other
Taxes” means any and all stamp, documentary or similar
taxes, or any other excise or property taxes or similar levies that
arise on account of any payment being or being required to be made
hereunder or under any Note or from the execution, delivery,
registration, recording or enforcement of this Agreement or any
other Loan Document.


“Participant” is defined in
Section 11.11(b).


“Patent Security
Agreement” means any Patent Security Agreement executed
and delivered by any Obligor in substantially the form of
Exhibit A to any Security Agreement, as amended, restated,
supplemented, or otherwise modified from time to time.


“PBGC”
means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.


“Pension
Plan” means a “pension plan,” as such term is
defined in Section 3(2) of ERISA, which is subject to
Title IV of ERISA (other than a multiemployer plan as defined
in Section 4001(a)(3) of ERISA), and to which the Borrower or
any corporation, trade or business that is, along with the
Borrower, a member of a Controlled Group, may have liability,
including any liability by reason of having been a substantial
employer within the meaning of Section 4063 of ERISA at any
time during the preceding five years, or by reason of being deemed
to be a contributing sponsor under Section 4069 of
ERISA.


“Percentage” means, relative
to any Lender, the applicable percentage relating to Revolving
Loans outstanding or Revolving Loan Commitments, Term B Loans
outstanding or Term B Loan Commitments or Incremental Term Loans
outstanding or Incremental Term Loan Commitments, as applicable,
set forth opposite its name on Schedule II hereto under
the applicable column heading or set forth in a Lender Assignment
Agreement under the applicable column heading, as such percentage
may be adjusted from time to time pursuant to Lender Assignment
Agreement(s) executed by such Lender and its Assignee Lender(s) and
delivered pursuant to Section 11.11(a).  A Lender
shall not have any Commitment to make Revolving Loans, Term B Loans
or Incremental Term Loans if its percentage under the respective
column heading is zero (0%).


“Permitted
Acquisitions” means an acquisition (whether pursuant to
an acquisition of stock, assets or otherwise) by the Borrower or
any Guarantor of any Person or the assets of any Person which meets
all of the following conditions:  (i) such Person is
primarily engaged in a similar line of business as the Borrower or
such Guarantor as of the Closing Date; (ii) all or
substantially all of the Capital Stock or assets so acquired will
become subject to Liens created under the Loan Documents (or such
lesser amount of Capital Stock or assets in the case of Foreign
Subsidiaries as would not have a material adverse tax impact on the
Borrower); (iii) with respect to any single acquisition, or a
series of related acquisitions, the aggregate consideration paid in
cash (which shall include assumed Indebtedness) shall not exceed
$75,000,000, unless the Borrower has obtained the prior consent of
the Required Lenders; (iv) immediately before and after giving
effect to such acquisition, no Default shall have occurred and be
continuing or would result therefrom (including under
Section 8.1); (v) the Borrower shall have delivered to
the Administrative Agent a Compliance Certificate for the period of
four full Fiscal Quarters immediately preceding such acquisition
(prepared in good faith and in a manner and using such methodology
which is consistent with the most recent financial statements
delivered pursuant to Section 7.1) giving pro
forma effect in accordance with this Agreement to the
consummation of such acquisition and evidencing compliance with the
covenants set forth in Section 8.4; and (vi) the
Administrative Agent shall have received a certificate, dated a
date reasonably acceptable to the Administrative Agent, of an
Authorized Officer of the Borrower certifying as to a true and
complete copy of each purchase agreement, and all other documents
and instruments delivered in connection with the consummation of
any Permitted Acquisitions and that are required to be delivered
pursuant to the terms of the relevant purchase agreement and the
Administrative Agent shall be satisfied with all amendments, waiver
or other modifications of, or other forbearance to exercise any
rights with respect to, any of the terms or provisions of such
purchase agreements and the exhibits and schedules
thereto.


“Person” means any natural
person, corporation, limited liability company, partnership, joint
venture, association, trust or unincorporated organization,
Governmental Authority or any other legal entity, whether acting in
an individual, fiduciary or other capacity.


“Plan”
means any Pension Plan or Welfare Plan.


“Pledge
Agreement” means, as the context may require, the
Borrower Pledge Agreement or the Subsidiary Pledge
Agreement.


“Pledged
Subsidiary” means, at any time, each Subsidiary in
respect of which the Administrative Agent has been granted, at such
time, a security interest in and to, or a pledge of, (i) any of the
issued and outstanding shares of Capital Stock of such Subsidiary,
or (ii) any intercompany notes of such Subsidiary owing to the
Borrower or another Subsidiary of the Borrower.


“Qualified
Assets” is defined in the definition of “Net
Proceeds.”


“Quarterly
Payment Date” means the third Business Day of January,
April, July and October.


“Recovery
Event” means the receipt by the Borrower or any of its
Subsidiaries of any cash insurance proceeds of Borrower’s or
its Subsidiary’s insurance or condemnation award in excess of
$5,000,000, in each case, payable by reason of theft, loss,
physical destruction or damage, taking or similar event with
respect to any of their respective property or assets.


“Refunded Swing
Line Loans” is defined in
Section 2.8.


“Regulation S‐X”
means Regulation S‐X promulgated by the SEC.


“Reimbursement
Obligation” is defined in
Section 2.11(d).


“Release” means a
“release,” as such term is defined in
CERCLA.


“Replacement
Equity Securities” means (i) common Capital Stock of the
Borrower and (ii) any other equity security of the Borrower with
terms and provisions substantially similar to the HIGH TIDES and
reasonably satisfactory to the Required Lenders.


“Replacement
Lender” is defined in
Section 4.10.


“Required
Lenders” means, at any time, Lenders holding at least 51%
of the Total Exposure Amount.


“Resource
Conservation and Recovery Act” means the Resource
Conservation and Recovery Act,
42 U.S.C. Section 6901, et seq., as
amended.


“Restricted
Payment” means the declaration or payment of any dividend
(other than dividends payable solely in common stock of the
Borrower) on, or the making of any payment or distribution on
account of, or setting apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of any class of Capital Stock of
the Borrower or any Subsidiary or any warrants or options to
purchase any such Capital Stock, whether now or hereafter
outstanding, or the making of any other distribution in respect
thereof, either directly or indirectly, whether in cash or
property, obligations of the Borrower or any Subsidiary or
otherwise.


“Restricted
Subsidiaries” means all Guarantors, Titan Africa, Inc.,
Sakon and Titan Capital Trust.


“Revolving
Loan” is defined in Section 2.1.


“Revolving Loan
Commitment” means, relative to any Lender, such
Lender’s obligation (if any) to make Revolving Loans pursuant
to clause (a) of Section 2.1.


“Revolving Loan
Commitment Amount” means, on any date, $135,000,000, as
such amount may be reduced from time to time pursuant to
Section 2.6.


“Revolving Loan
Commitment Termination Date” means the earliest
of:


(a)           
the sixth anniversary of the Closing Date;


(b)           
the date on which the Revolving Loan Commitment Amount is
terminated in full or reduced to zero pursuant to
Section 2.6; and


(c)           
the date on which any Commitment Termination Event
occurs.


Upon the occurrence of any
event described in the preceding clause (a), (b)
or (c), the Revolving Loan Commitments shall terminate
automatically and without any further action.


“Revolving Loan
Lender” means the Lenders listed on
Schedule II with Revolving Loan Commitments and Lenders
from time to time holding Revolving Loans and Revolving Loan
Commitments after giving effect to any assignments permitted by
Section 11.11.


“Revolving
Note” means a promissory note of the Borrower payable to
any Revolving Loan Lender, in the form of
Exhibit A‐1 hereto (as such promissory note may
be amended, endorsed or otherwise modified from time to time),
evidencing the aggregate Indebtedness of the Borrower to such
Revolving Loan Lender resulting from outstanding Revolving Loans,
and also means all other promissory notes accepted from time to
time in substitution therefor or renewal thereof.


“S&P” means Standard &
Poor’s Rating Services.


“Sakon”
means Sakon, LLC, a Delaware limited liability company.


“Scotiabank” is defined in the
preamble.


“SEA”
means Science & Engineering Associates, Inc.


“SEA
Acquisition” means the acquisition of SEA pursuant to the
SEA Acquisition Agreement.


“SEA Acquisition
Agreement” means Agreement and Plan of Merger and
Reorganization among the Borrower, Thunderbird Acquisitions, Inc.
and SEA, dated February 23, 2002.


“SEC”
means the Securities and Exchange Commission.


“Secured
Parties” means the Lenders, any Lender or Affiliate of a
Lender which has entered into a Hedging Agreement with the
Borrower, the Issuers, the Administrative Agent, and (in each
case), each of their respective successors, transferees and
assigns.


“Security
Agreement” means, as the context may require, the
Borrower Security Agreement and the Subsidiary Security Agreement,
in each case as amended, restated, supplemented, or otherwise
modified from time to time.


“Significant
Subsidiary” has the meaning given to such term in
Rule 1‐02(w) of Regulation S‐X.


“Solvent” means, with respect
to any Person, that as of the date of determination both (i) (a)
the then fair saleable value of the property sold as a going
concern of such Person is (y) greater than the total amount of
liabilities (including contingent liabilities but excluding amounts
payable under intercompany promissory notes) of such Person
and (z) not less than the amount that will be required to pay the
probable liabilities on such Person’s then existing debts as
they become absolute and matured considering all financing
alternatives and potential asset sales reasonably available to such
Person; (b) such Person’s capital is not unreasonably small
in relation to its business or any contemplated or undertaken
transaction; and (c) such Person does not intend to incur, or
believe that it will incur, debts beyond its ability to pay such
debts as they become due; and (ii) such Person is
“solvent” within the meaning given that term and
similar terms under applicable laws relating to fraudulent
transfers and conveyances.  For purposes of this definition,
the amount of any contingent liability at any time shall be
computed as the amount that, in light of all of the facts and
circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured
liability.


“Stated
Amount,” means on any date and with respect to a
particular Letter of Credit, the total amount then available to be
drawn under such Letter of Credit.


“Stated Expiry
Date” is defined in
Section 2.11(a).


“Stated Maturity
Date” means with respect to


(a)           
the Revolving Loans, the sixth anniversary of the Closing Date;
and


(b)           
the Term B Loans and the Incremental Term Loans, June 30,
2009.


“Sub Debt
Documents” means, collectively, the loan agreements,
indentures, note purchase agreements, promissory notes, guarantees,
and other instruments and agreements evidencing the terms of
Subordinated Debt, as amended, supplemented, amended and restated
in accordance with Section 8.11.


“Subordinated
Debt” means (i) the Existing Subordinated Debt, and (ii)
unsecured Indebtedness of the Borrower and/or one or more of the
Restricted Subsidiaries that is subordinated in right of payment to
the Obligations pursuant to documentation containing maturities,
amortization schedules, covenants, defaults, remedies,
subordination provisions and other terms reasonably satisfactory to
the Required Lenders.


“Subordinated
Notes” means, collectively, any promissory notes, bonds
or other instruments evidencing Subordinated Debt, as such bonds,
notes or instruments may be amended, supplemented or otherwise
modified from time to time in accordance with
Section 8.11.


“Subsidiary” means, with
respect to any Person, any corporation, limited liability company,
partnership or other entity of which more than 50% of the
outstanding securities (or other ownership interest) having
ordinary voting power to elect the board of directors, managers or
other voting members of the governing body of such corporation,
limited liability company, partnership or other entity
(irrespective of whether at the time securities (or other ownership
interest) of any other class or classes of such corporation,
limited liability company, partnership or other entity shall or
might have voting power upon the occurrence of any contingency) is
at the time directly or indirectly owned or controlled by such
Person, by such Person and one or more other Subsidiaries of such
Person, or by one or more other Subsidiaries of such Person. 
Unless the context otherwise specifically requires, the term
“Subsidiary” shall be a reference to a Subsidiary of
the Borrower.  In addition, the term “Subsidiary”
shall include Sakon.


“Subsidiary
Guaranty” means the subsidiary guaranty executed and
delivered by each Guarantor pursuant to the terms of this
Agreement, substantially in the form of Exhibit I
hereto, as amended, restated, supplemented or otherwise modified
from time to time.


“Subsidiary
Pledge Agreement” means the Pledge Agreement executed and
delivered by each Guarantor that in turn has any Subsidiaries,
substantially in the form of Exhibit F‐2 hereto,
in each case as amended, restated, supplemented or otherwise
modified from time to time.


“Subsidiary
Security Agreement” means, collectively, each Security
Agreement executed and delivered by any Guarantor in favor of the
Administrative Agent for the benefit of the Secured Parties
pursuant to the terms of this Agreement, in substantially the form
of Exhibit G‐2 hereto, in each case, as amended,
restated, supplemented or otherwise modified from time to
time.


“SureBeam” means SureBeam
Corporation.


“SureBeam
Group” means SureBeam and each Subsidiary directly or
indirectly owned by SureBeam but not owned directly by the Borrower
or any Subsidiary of the Borrower other than SureBeam or a
Subsidiary of SureBeam.


“SureBeam
Loan” is defined in
Section 5.1(s).


“SureBeam
Spin-Off” means the disposition of the SureBeam Group
effected pursuant to an agreement and plan of distribution (or
similar document) adopted by the board of directors of the Borrower
providing for the tax-free distribution of 100% of the shares of
SureBeam held by the Borrower to the shareholders of the
Borrower.


“Swing Line
Lender” means, subject to the terms of this Agreement,
Wachovia.


“Swing Line
Loan” is defined in clause (b) of
Section 2.1.


“Swing Line Loan
Commitment” is defined in clause (b) of
Section 2.1.


“Swing Line Loan
Commitment Amount” means, on any date, $20,000,000, as
such amount may be reduced from time to time pursuant to
Section 2.6.


“Swing Line
Note” means a promissory note of the Borrower payable to
Wachovia, in the form of Exhibit A‐2 hereto (as
such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Indebtedness of the
Borrower to Wachovia resulting from outstanding Swing Line Loans,
and also means all other promissory notes accepted from time to
time in substitution therefor or renewal thereof.


“Synthetic
Lease” means any synthetic lease, tax retention operating
lease or off‐balance sheet financing product where such
transaction is considered borrowed money Indebtedness for tax
purposes but which is classified as an operating lease pursuant to
GAAP.


“Taxes”
means any and all income, stamp or other taxes, duties, levies,
imposts, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, and all interest, penalties or similar
liabilities with respect thereto.


“Term B
Loan” is defined in
Section 2.3(a).


“Term B Loan
Commitment” means, relative to any Lender, such
Lender’s obligation (if any) to make Term B Loans pursuant to
Section 2.3(a).


“Term B Loan
Commitment Amount” means, on any date,
$350,000,000.


“Term B Loan
Commitment Termination Date” means the earliest
of:


(a)           
the date the initial Credit Extensions are made (immediately after
the making of the Term B Loans on such date); and


(b)           
the date on which any Commitment Termination Event
occurs.


Upon the occurrence of any
event described in clause (a) or (b), the Term B
Loan Commitments shall terminate automatically and without any
further action.


“Term B
Note” means a promissory note of the Borrower payable to
any Lender, in the form of Exhibit A‐3 hereto (as
such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the Indebtedness of the Borrower to
such Lender resulting from outstanding Term Loans, and also means
all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.


“Term
Loan” means, as the context may require, a Term B Loan
and/or an Incremental Term Loan.


“Term Loan
Commitment” means, as the context may require, a Term B
Loan Commitment and/or an Incremental Term Loan
Commitment.


“Term Loan
Commitment Amount” means, as the context may require, the
Term B Loan Commitment Amount and/or the Incremental Term Loan
Commitment Amount.


“Term Loan
Commitment Termination Date” means, as the context may
require, the Term B Loan Commitment Termination Date and/or the
Incremental Term Loan Commitment Termination Date.


“Term Loan
Lender” means, as the context may require, each Term B
Loan Lender and each Incremental Term Loan Lender.


“Term
Note” means, as the context may require, a Term B Note
and/or an Incremental Term Note.


“Titan Capital
Trust” means Titan Capital Trust, a Delaware business
trust and a wholly owned Subsidiary of the Borrower.


“Total
Debt” means, on any date of determination, the
outstanding principal amount of all Indebtedness of the Borrower
and its Restricted Subsidiaries (which, in the case of the Loans,
shall be deemed to equal the aggregate amount of Loans outstanding
on such date and which, in the case of Letter of Credit
Outstandings shall be deemed to equal the aggregate amount of
Letter of Credit Outstandings on such date), exclusive of (i)
intercompany Indebtedness between the Borrower and any of its
Subsidiaries (including, without limitation, the Debentures so long
as they are held by Titan Capital Trust) and (ii) the Indebtedness
of Titan Africa, Inc. in connection with the project financing in
Benin, so long as such Indebtedness remains non‐recourse to
the Borrower and its Subsidiaries (other than Titan Africa, Inc.)
and the Borrower and its Subsidiaries (other than Titan Africa,
Inc.) have no liability or obligations with respect to such
Indebtedness.


“Total Debt to
EBITDA Ratio” means, as of the last day of any Fiscal
Quarter, the ratio of:


(a)           
Total Debt outstanding on the last day of such Fiscal
Quarter,


to


(b)           
EBITDA computed for the period consisting of such Fiscal Quarter
and each of the three immediately preceding Fiscal
Quarters.


“Total Exposure
Amount” means, on any date of determination (and without
duplication), the outstanding principal amount of all Loans, the
aggregate amount of all Letter of Credit Outstandings and the
unfunded amount of the Commitments.


“Total
Percentage” means, relative to any Lender, the applicable
percentage equal to the sum of (a) the total outstanding
amount of Loans made by such Lender, (b) without duplication
of clause (a), such Lender’s participation
interest in Letter of Credit Outstandings, if any, and
(c) the total unfunded amount of the Commitments of such
Lender, divided by the Total Exposure Amount, as such
percentage may be adjusted from time to time pursuant to Lender
Assignment Agreement(s) executed by such Lender and its Assignee
Lender(s) and delivered pursuant to
Section 11.11(a).


“Total Senior
Debt to EBITDA Ratio” means, as of the last day of any
Fiscal Quarter, the ratio of:


(a)           
Total Debt outstanding on the last day of such Fiscal Quarter,
minus Subordinated Debt outstanding on the last day of such
Fiscal Quarter,


to


(b)           
EBITDA computed for the period consisting of such Fiscal Quarter
and each of the three immediately preceding Fiscal
Quarters.


“Trademark
Security Agreement” means any Trademark Security
Agreement executed and delivered by any Obligor substantially in
the form of Exhibit B to any Security Agreement, as amended,
restated, supplemented or otherwise modified from time to
time.


“type”
means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan.


“U.C.C.” means the Uniform
Commercial Code as from time to time in effect in the State of New
York.


“United
States” or “U.S.” means the United
States of America, its fifty states and the District of
Columbia.


“U.S.
Subsidiary” means any Subsidiary that is incorporated or
organized under the laws of the United States or a state thereof or
the District of Columbia.


“Voting
Stock” means, with respect to any Person, Capital Stock
of any class or kind ordinarily having the power to vote for the
election of directors, managers or other voting members of the
governing body of such Person.


“Wachovia” means Wachovia
Bank, National Association.


“Welfare
Plan” means a “welfare plan,” as such
term is defined in section 3(1) of ERISA.


“wholly
owned” means any Subsidiary all of the outstanding common
stock (or similar equity interest) of which (other than any
director’s qualifying shares or investments by foreign
nationals mandated by applicable laws) is owned directly or
indirectly by the Borrower and the officers, directors or employees
of such Subsidiary.


Section 1.2           
Use of Defined Terms.


Unless otherwise defined
or the context otherwise requires, terms for which meanings are
provided in this Agreement shall have such meanings when used in
each other Loan Document and the Disclosure Schedule.


Section 1.3           
Cross‐References.


Unless otherwise
specified, references in this Agreement and in each other Loan
Document to any Article or Section are references to such
Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified,
references in any Article, Section or definition to any clause
are references to such clause of such Article, Section or
definition.


Section 1.4           
Accounting and Financial Determinations.


Unless otherwise
specified, all accounting terms used herein or in any other Loan
Document shall be interpreted, and all accounting determinations
and computations hereunder or thereunder (including under
Section 8.4) shall be made, in accordance with, those
generally accepted accounting principles
(“GAAP”) in effect on the Closing Date. 
Unless otherwise expressly provided, all financial covenants and
defined financial terms shall be computed on a consolidated basis
for the Borrower and its U.S. Subsidiaries, in each case without
duplication.





ARTICLE II



COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES AND LETTERS
OF CREDIT


Section 2.1           
Revolving Loan Commitment and Swing Line Loan
Commitment.


(a)           
On the terms and subject to the conditions set forth in this
Agreement, from time to time on any Business Day occurring after
the Closing Date but prior to the Revolving Loan Commitment
Termination Date, each Revolving Loan Lender will make loans
(relative to such Revolving Loan Lender, its “Revolving
Loans”) to the Borrower equal to such Revolving Loan
Lender’s Percentage of the aggregate amount of each Borrowing
of the Revolving Loans requested by the Borrower to be made on such
day.  On the terms and subject to the conditions hereof, the
Borrower may from time to time borrow, prepay and reborrow the
Revolving Loans.


(b)           
On the terms and subject to the conditions set forth in this
Agreement, from time to time on any Business Day occurring after
the Closing Date but prior to the Revolving Loan Commitment
Termination Date, Wachovia will make loans (relative to Wachovia ,
its “Swing Line Loan”) to the Borrower equal to
the principal amount of the Swing Line Loan requested by the
Borrower to be made on such day.  The Commitment of Wachovia
described in this clause (b) is herein referred to as
its “Swing Line Loan Commitment.”  On the
terms and subject to the conditions hereof, the Borrower may from
time to time borrow, prepay and reborrow Swing Line
Loans.


Section 2.2           
Letter of Credit Commitment.


On the terms and subject
to the conditions set forth in this Agreement, from time to time on
any Business Day occurring from and after the Closing Date but
prior to the Revolving Loan Commitment Termination Date, the Issuer
will (a) issue one or more
standby letters of credit (together with the Existing Letters of
Credit, each a “Letter of Credit”) at the
request of the Borrower or any Guarantor, in the Stated Amount
requested by the Borrower on such day or (b) extend the Stated
Expiry Date of a standby Letter of Credit previously issued
hereunder (but excluding any Existing Letter of Credit) to a date
not later than the earlier of (i) five Business Days prior to
the Revolving Loan Commitment Termination Date and (ii) 24
months from the original date of issuance.


Section 2.3           
Term Loan Commitments.


(a)           
Term B Loans.  On the terms and subject to the
conditions set forth in this Agreement, in a single borrowing
(which shall be a Business Day) occurring on or prior to the Term B
Loan Commitment Termination Date, each Term B Loan Lender will make
loans (relative to such Term B Loan Lender, its “Term B
Loans”) to the Borrower equal to such Term B Loan
Lender’s Percentage of the aggregate amount of each Borrowing
of the Term B Loans requested by the Borrower to be made on the
Closing Date.  No amounts paid or prepaid with respect to Term
B Loans may be reborrowed.


(b)           
Incremental Term Loans. 


(i) Subject to the terms
and conditions set forth herein, the Borrower shall have the right,
at any time and from time to time from the Closing Date until the
Incremental Term Loan Commitment Termination Date, to request term
loans (“Incremental Term Loans”) in up to three
(3) Borrowings (individually, an “Incremental Term Loan
Borrowing” and collectively, the “Incremental Term Loan
Borrowings”), each in a minimum amount of $50,000,000 and
integral multiples of $1,000,000 in excess thereof
(provided, however, that if the aggregate amount of
the prior Incremental Term Loan Borrowings exceeds $100,000,000,
then the final Incremental Term Loan Borrowing may be made in an
amount equal to the remaining amount of the unused Incremental Term
Loan Commitment Amount).  The following additional terms and
conditions shall apply to any Incremental Term Loan
Borrowing:  (i) any such borrowing shall be obtained from
existing Lenders or from other banks or other financial
institutions, in each case in accordance with the terms set forth
below and in Section 5.2(a) hereof, (ii) any such borrowing
shall amortize in accordance with the amortization schedule set
forth in Section 3.1(h)(ii) hereof and the interest rate
thereon shall be determined in accordance with Section
5.2(b) hereof, and (iii) Schedule II shall be amended by
the Administrative Agent (without the consent or approval of the
Required Lenders) to include the applicable Incremental Term Loan
Commitments and the Incremental Term Loan Lenders. 


(ii) The amount of any
Incremental Term Loan Borrowing hereunder shall be offered first to
the existing Lenders, and in the event the additional commitments
which existing Lenders are willing to take shall exceed the amount
requested by the Borrower, such excess shall be allocated at the
discretion of the Administrative Agent and the Borrower.  If
the amount of the Incremental Term Loan Borrowings requested by the
Borrower shall exceed the additional commitments which the existing
Lenders are willing to take, then the Borrower and the
Administrative Agent may invite other banks and financial
institutions reasonably acceptable to the Borrower and the
Administrative Agent to join this Agreement as Lenders hereunder
for the portion of commitments not taken by existing Lenders,
provided that such other banks and financial institutions
shall enter into such joinder agreements to give effect thereto as
the Administrative Agent and the Borrower may reasonably
request.  Each Lender may determine in its sole discretion
whether to take any such requested additional commitments for
Incremental Term Loans.


(iii) On and after the
date that the Incremental Term Loan Lenders have issued their
Incremental Term Loan Commitments for an Incremental Term Loan
Borrowing, subject to the terms and conditions set forth in this
Agreement, from time to time on any Business Day occurring
thereafter but prior to the earlier of (x) thirty (30) days
following the date on which all of the related Incremental Term
Loan Commitments have been received by the Borrower and (y) the
Incremental Term Loan Commitment Termination Date, each Incremental
Term Loan Lender will make Incremental Term Loans to the Borrower
equal to such Incremental Term Loan Lender’s Percentage of
the aggregate amount of the Incremental Term Loan Borrowing
requested by the Borrower to be made on such day.  No amounts
paid or prepaid with respect to Incremental Term Loans may be
reborrowed.  Each request for an Incremental Term Loan
Borrowing shall be delivered to the Administrative Agent on or
before 1:00 p.m., Charlotte time, on a Business Day, not less
than one Business Day’s notice in the case of Base Rate
Loans, or three Business Days’ notice in the case of LIBO
Rate Loans, and in either case not more than five Business
Days’ notice, prior to the requested date of borrowing. 
Incremental Term Loans which are Base Rate Loans shall be made in a
minimum amount of $2,000,000 and an integral multiple of $1,000,000
and Incremental Term Loans which are LIBO Rate Loans shall be made
in a minimum amount of $3,000,000 and an integral multiple of
$1,000,000.


Section 2.4           
Lenders Not Permitted or Required to Make
Loans.


No Lender shall be
permitted or required to make any Loan if, after giving effect
thereto, the aggregate outstanding principal amount of:


(a)           
all Revolving Loans


(i) of all Revolving Loan
Lenders and the outstanding principal amount of all Swing Line
Loans, together with the aggregate amount of all Letter of Credit
Outstandings, would exceed the then existing Revolving Loan
Commitment Amount; or


(ii) of such Revolving
Loan Lender, together with such Lender’s Percentage of the
aggregate amount of all Swing Line Loans and Letter of Credit
Outstandings, would exceed such Lender’s Percentage of the
then existing Revolving Loan Commitment Amount;


(b)           
all Term B Loans


(i) of all Lenders made on
the Closing Date would exceed the Term B Loan Commitment Amount;
or


(ii) of such Lender with a
Term B Loan Commitment made on the Closing Date would exceed such
Lender’s Percentage of the Term B Loan Commitment
Amount;


(c)           
all Incremental Term Loans


(i) of all Lenders made
prior to the Incremental Term Loan Commitment Termination Date
would exceed the Incremental Term Loan Commitment Amount;
or


(ii) of such Lender with
an Incremental Term Loan Commitment made prior to the Incremental
Term Loan Commitment Termination Date would exceed such
Lender’s Incremental Term Loan Commitment; and


(d)           
all Swing Line Loans


(i) would exceed the then
existing Swing Line Loan Commitment Amount; or


(ii) would exceed the then
existing Revolving Loan Commitment Amount.


Section 2.5           
Issuer Not Permitted or Required to Issue Letters of
Credit.


No Issuer shall be
permitted or required to issue any Letter of Credit if, after
giving effect thereto, (a) the aggregate amount of all Letter of
Credit Outstandings would exceed the Letter of Credit Commitment
Amount or (b) the sum of the aggregate amount of all Letter of
Credit Outstandings plus the aggregate principal amount of all
Revolving Loans and Swing Line Loans then outstanding would exceed
the Revolving Loan Commitment Amount.


Section 2.6           
Reduction of the Commitment Amounts.


The Commitment Amounts are
subject to reduction from time to time pursuant to this
Section 2.6.


(a)           
Optional.  The Borrower may, from time to time on any
Business Day occurring after the Closing Date, voluntarily reduce
the amount of the Revolving Loan Commitment Amount, the Swing Line
Loan Commitment Amount or the Letter of Credit Commitment Amount on
the Business Day so specified by the Borrower; provided,
however, that all such reductions shall require at least one
Business Day’s prior notice to the Administrative Agent and
be permanent, and any partial reduction of any Commitment Amount
shall be in a minimum amount of $1,000,000 and in an integral
multiple of $500,000.  Any reduction of the Revolving Loan
Commitment Amount which reduces the Revolving Loan Commitment
Amount below the then current amount of the Swing Line Loan
Commitment Amount shall result in an automatic and corresponding
reduction of the Swing Line Loan Commitment Amount to the amount of
the Revolving Loan Commitment Amount, as so reduced, without any
further action on the part of Wachovia or otherwise.  Any
reduction of the Revolving Loan Commitment Amount which reduces the
Revolving Loan Commitment Amount below the then current amount of
the Letter of Credit Commitment Amount shall result in an automatic
and corresponding reduction of the Letter of Credit Commitment
Amount to the amount of the Revolving Loan Commitment Amount, as so
reduced, without any further action on the part of the
Administrative Agent, the Issuers or otherwise.


(b)           
Mandatory.  (i) On the Incremental Term Loan Commitment
Termination Date, the Incremental Term Loan Commitment Amount shall
automatically and without the requirement of any action on the part
of any Person be permanently reduced to zero and (ii) on the date
the Borrower or any of its Restricted Subsidiaries makes any
prepayment with respect to Net Proceeds required to be applied to
prepay Revolving Loans in accordance with clause (d) of
Section 3.1 and Section 3.2, the Revolving
Loan Commitment Amount shall be reduced by an amount equal to the
amount of such prepayment required to be applied to prepay the
Revolving Loans.  Any reduction of the Revolving Loan
Commitment Amount which reduces the Revolving Loan Commitment
Amount below the then current amount of the Swing Line Loan
Commitment Amount shall result in an automatic and corresponding
reduction of the Swing Line Loan Commitment Amount to the amount of
the Revolving Loan Commitment Amount, as so reduced, without any
further action on the part of Wachovia or otherwise.  Any
reduction of the Revolving Loan Commitment Amount which reduces the
Revolving Loan Commitment Amount below the then current amount of
the Letter of Credit Commitment Amount shall result in an automatic
and corresponding reduction of the Letter of Credit Commitment
Amount to the amount of the Revolving Loan Commitment Amount, as so
reduced, without any further action on the part of the
Administrative Agent, the Issuers or otherwise.


Section 2.7           
Borrowing Procedure.


In the case of other than
Swing Line Loans, by delivering a Borrowing Request to the
Administrative Agent on or before 1:00 p.m., Charlotte time,
on a Business Day, the Borrower may from time to time irrevocably
request, on not less than one Business Day’s notice in the
case of Base Rate Loans, or three Business Days’ notice in
the case of LIBO Rate Loans, and in either case not more than five
Business Days’ notice, that a Borrowing be made, in the case
of Revolving Loans which are Base Rate Loans, in a minimum amount
of $2,000,000 and an integral multiple of $1,000,000 and in the
case of Revolving Loans which are LIBO Rate Loans, in a minimum
amount of $3,000,000 and an integral multiple of $1,000,000. 
On the terms and subject to the conditions of this Agreement, each
Borrowing shall be comprised of the type of Loans, and shall be
made on the Business Day, specified in such Borrowing
Request.  Promptly after receipt of a Borrowing Request, the
Administrative Agent shall provide a notice to the applicable
Lenders specifying the global amount of the Borrowing, such
Lender’s pro rata share thereof, the type of Loan, and, in
the case of LIBO Rate Loans, the Interest Period with respect
thereto.  In the case of other than Swing Line Loans, on or
before 2:00 p.m. (Charlotte time) on such Business Day each
Lender that has a Commitment to make the Loans being requested
shall deposit with the Administrative Agent same day funds in an
amount equal to such Lender’s Percentage of the requested
Borrowing.  Such deposit will be made to an account which the
Administrative Agent shall specify from time to time by notice to
the Lenders.  To the extent funds are received from the
Lenders, the Administrative Agent shall make such funds available
to the Borrower by wire transfer to the accounts the Borrower
shall have specified in its Borrowing
Request.  No Lender’s obligation to make any Loan shall
be affected by any other Lender’s failure to make any
Loan.


Section 2.8           
Swing Line Loans.


By telephonic notice,
promptly followed (within one Business Day) by the delivery of a
confirming Borrowing Request, to Wachovia on or before
2:00 p.m., Charlotte time, on the Business Day the proposed
Swing Line Loan is to be made, the Borrower may from time to time
irrevocably request that Swing Line Loans be made by Wachovia in an
aggregate minimum principal amount of $100,000 and an integral
multiple of $50,000.  All Swing Line Loans shall be made as
Base Rate Loans and shall not be entitled to be converted into LIBO
Rate Loans.  The proceeds of each Swing Line Loan shall be
made available by Wachovia, by its close of business on the
Business Day telephonic notice is received by it as provided in
this clause to the Borrower by wire transfer to the account the
Borrower shall have specified in its notice therefor.


If (i) any Swing Line
Loan shall be outstanding for more than four Business Days or
(ii) any Default shall occur and be continuing, each Revolving
Loan Lender (other than Wachovia) irrevocably agrees that it will,
at the request of Wachovia, make a Revolving Loan (which shall
initially be funded as a Base Rate Loan) in an amount equal to such
Lender’s Percentage of the aggregate principal amount of all
such Swing Line Loans then outstanding (such outstanding Swing Line
Loans hereinafter referred to as the “Refunded Swing Line
Loans”).  On or before 2:00 p.m. (Charlotte time)
on the first Business Day following receipt by each Lender of a
request to make Revolving Loans as provided in the preceding
sentence, each Revolving Loan Lender shall deposit in an account
specified by Wachovia the amount so requested in same day funds and
such funds shall be applied by Wachovia to repay the Refunded Swing
Line Loans.  At the time the aforementioned Lenders make the
above referenced Revolving Loans, Wachovia shall be deemed to have
made, (in consideration of the making of the Refunded Swing Line
Loans), Revolving Loans in an amount equal to Wachovia’s
Percentage (determined by reference to its Revolving Loan
Commitment) of the aggregate principal amount of the Refunded Swing
Line Loans.  Upon the making (or deemed making, in the case of
Wachovia) of any Revolving Loans pursuant to this clause, the
amount so funded shall become outstanding under such Revolving Loan
Lender’s Revolving Note and shall no longer be owed under the
Swing Line Note.  All interest payable with respect to any
Revolving Loans made (or deemed made, in the case of Wachovia)
pursuant to this clause shall be appropriately adjusted to reflect
the period of time during which Wachovia had outstanding Swing Line
Loans in respect of which such Revolving Loans were made. 
Each Revolving Loan Lender’s obligation to make the Revolving
Loans referred to in this clause shall be absolute and
unconditional and shall not be affected by any circumstance,
including (i) any set‐off, counterclaim, recoupment,
defense or other right which such Lender may have against Wachovia,
any Obligor or any Person for any reason whatsoever; (ii) the
occurrence or continuance of any Default; (iii) any adverse
change in the condition (financial or otherwise) of any Obligor;
(iv) the acceleration or maturity of any Obligations or the
termination of any Commitment after the making of any Swing Line
Loan; (v) any breach of this Agreement or any other Loan
Document by any Person; or (vi) any other circumstance,
happening or event whatsoever, whether or not similar to any of the
foregoing.


Section 2.9           
Continuation and Conversion Elections.


By delivering a
Continuation/Conversion Notice to the Administrative Agent on or
before 1:00 p.m., Charlotte time, on a Business Day, the
Borrower may from time to time irrevocably elect, on not less than
one Business Days’ notice in the case of conversion to Base
Rate Loans, or three Business Days’ notice in the case of
conversion to LIBO Rate Loans, and in either case not more than
five Business Days’ notice, that all, or any portion in an
aggregate minimum amount of $2,000,000 and an integral multiple of
$1,000,000 be, in the case of Base Rate Loans, converted into LIBO
Rate Loans or be, in the case of LIBO Rate Loans, converted into
Base Rate Loans or continued as LIBO Rate Loans (in the absence of
delivery of a Continuation/Conversion Notice with respect to any
LIBO Rate Loan at least three Business Days (but not more than five
Business Days) before the last day of the then current Interest
Period with respect thereto, such LIBO Rate Loan shall, on such
last day, automatically convert to a Base Rate Loan);
provided, however, that (x) each such conversion or
continuation shall be pro rated among the applicable outstanding
Loans of all Lenders that have made such Loans, and (y) no portion
of the outstanding principal amount of any Loans may be continued
as, or be converted into, LIBO Rate Loans when any Default has
occurred and is continuing.


Section 2.10           
Funding.


Each Lender may, if it so
elects, fulfill its obligation to make, continue or convert LIBO
Rate Loans hereunder by causing one of its foreign branches or
Affiliates (or an international banking facility created by such
Lender) to make or maintain such LIBO Rate Loan; provided,
however, that such LIBO Rate Loan shall nonetheless be
deemed to have been made and to be held by such Lender, and the
obligation of the Borrower to repay such LIBO Rate Loan shall
nevertheless be to such Lender for the account of such foreign
branch, Affiliate or international banking facility.  In
addition, the Borrower hereby consents and agrees that, for
purposes of any determination to be made for purposes of
Section 4.1, 4.2, 4.3 or 4.4, it
shall be conclusively assumed that each Lender elected to fund all
LIBO Rate Loans by purchasing Dollar deposits in its LIBOR
Office’s interbank eurodollar market.


Section 2.11           
Letters of Credit.


(a)           
Issuance Procedures.  By delivering to the
Administrative Agent an Issuance Request on or before 12:00 noon,
Charlotte time, on a Business Day, the Borrower may from time to
time irrevocably request on not less than three (or such
shorter period as may be agreed to by the Issuers in their sole
discretion) nor more than ten Business Days’ notice, that an
Issuer issue, or extend the Stated Expiry Date of, as the case may
be, an irrevocable Letter of Credit in such form as may be
requested by the Borrower and approved by such Issuer, for general
corporate purposes.  Each Letter of Credit shall by its terms
be stated to expire on a date (its “Stated Expiry
Date”) no later than the earlier to occur of (i) five
Business Days prior to the Revolving Loan Commitment Termination
Date and (ii) 24 months from the date of its issuance.  Each
Issuer will make available to the beneficiary thereof the original
of the Letter of Credit which it issues hereunder.


(b)           
Other Lenders’ Participation.  Upon the issuance
of each Letter of Credit issued by an Issuer pursuant hereto, and
without further action, each Revolving Loan Lender (other than such
Issuer) shall be deemed to have irrevocably purchased, to the
extent of its Percentage to make Revolving Loans, a participation
interest in such Letter of Credit (including the Contingent
Liability and any Reimbursement Obligation with respect thereto),
and such Revolving Loan Lender shall, to the extent of its
Percentage to make Revolving Loans, be responsible for reimbursing
promptly (and in any event within one Business Day) the Issuer for
Reimbursement Obligations which have not been reimbursed by the
Borrower in accordance with Section 2.11(d).  In
addition, such Revolving Loan Lender shall, to the extent of its
Percentage to make Revolving Loans, be entitled to receive a
ratable portion of the Letter of Credit fees payable pursuant to
Section 3.6(c) with respect to each Letter of Credit
(other than the fronting and issuance fees payable to an Issuer
pursuant to Section 3.6(c)(i)(1) and
Section 3.6(c)(ii)) and of interest payable pursuant to
Section 3.3 with respect to any Reimbursement
Obligation.  To the extent that any Revolving Loan Lender has
reimbursed any Issuer for a Disbursement, such Lender shall be
entitled to receive its ratable portion of any amounts subsequently
received (from the Borrower or otherwise) in respect of such
Disbursement.


(c)           
Disbursements.  An Issuer will notify the Borrower and
the Administrative Agent promptly of the presentment for payment of
any Letter of Credit issued by such Issuer, together with notice of
the date (the “Disbursement Date”) such payment
shall be made (each such payment, a
“Disbursement”).  Subject to the terms and
provisions of such Letter of Credit and this Agreement, the
applicable Issuer shall make such payment to the beneficiary (or
its designee) of such Letter of Credit.  Prior to
1:00 p.m., Charlotte time, on the first Business Day following
the Disbursement Date, the Borrower will reimburse the
Administrative Agent, for the account of the applicable Issuer, for
all amounts which such Issuer has disbursed under such Letter of
Credit, together with interest thereon at a rate per annum equal to
the rate per annum then in effect for Base Rate Loans (with the
then Applicable Margin for Revolving Loans accruing on such amount)
pursuant to Section 3.3 for the period from the
Disbursement Date through the date of such reimbursement. 
Without limiting in any way the foregoing and notwithstanding
anything to the contrary contained herein or in any separate
application for any Letter of Credit, the Borrower hereby
acknowledges and agrees that it shall be obligated to reimburse the
applicable Issuer upon each Disbursement of a Letter of Credit, and
it shall be deemed to be the obligor for purposes of each such
Letter of Credit issued hereunder (whether the account party on
such Letter of Credit is the Borrower or a Subsidiary).


(d)           
Reimbursement.  The obligation (a
“Reimbursement Obligation”) of the Borrower
under Section 2.11(c) to reimburse an Issuer with
respect to each Disbursement (including interest thereon), and,
upon the failure of the Borrower to reimburse an Issuer, each
Revolving Loan Lender’s obligation under
Section 2.11(b) to reimburse an Issuer, shall be
absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment
which the Borrower or such Revolving Loan Lender, as the case may
be, may have or have had against such Issuer or any Lender,
including any defense based upon the failure of any Disbursement to
conform to the terms of the applicable Letter of Credit (if, in
such Issuer’s good faith opinion, such Disbursement is
determined to be appropriate) or any non‐application or
misapplication by the beneficiary of the proceeds of such Letter of
Credit; provided, however, that after paying in full
its Reimbursement Obligation hereunder, nothing herein shall
adversely affect the right of the Borrower or such Lender, as the
case may be, to commence any proceeding against an Issuer for any
wrongful Disbursement made by such Issuer under a Letter of Credit
as a result of acts or omissions constituting gross negligence or
willful misconduct on the part of such Issuer.


(e)           
Deemed Disbursements.  Upon the occurrence and during
the continuation of any Default under Section 9.1(i) or
upon notification by the Administrative Agent (acting at the
direction of the Required Lenders) to the Borrower of its
obligations under this Section, following the occurrence and during
the continuation of any other Event of Default,


(i) the aggregate Stated
Amount of all Letters of Credit shall, without demand upon or
notice to the Borrower or any other Person, be deemed to have been
paid or disbursed by the Issuers of such Letters of Credit
(notwithstanding that such amount may not in fact have been paid or
disbursed); and


(ii) the Borrower shall be
immediately obligated to reimburse the Issuers for the amount
deemed to have been so paid or disbursed by such
Issuers.


Amounts payable by the
Borrower pursuant to this Section shall be deposited in
immediately available funds with the Administrative Agent and held
as collateral security for the Reimbursement Obligations and all
other Obligations.  When all Defaults giving rise to the
deemed disbursements under this Section have been cured or
waived the Administrative Agent shall, if no other Default is then
existing, return to the Borrower all amounts then on deposit with
the Administrative Agent pursuant to this Section which have
not been applied to the satisfaction of the Reimbursement
Obligations and all other Obligations.


(f)           
Nature of Reimbursement Obligations.  The Borrower,
each other Obligor and, to the extent set forth in
Section 2.11(b), each Revolving Loan Lender shall
assume all risks of the acts, omissions or misuse of any Letter of
Credit by the beneficiary thereof.  No Issuer (except to the
extent of its own gross negligence or willful misconduct) shall be
responsible for:


(i) the form, validity,
sufficiency, accuracy, genuineness or legal effect of any Letter of
Credit or any document submitted by any party in connection with
the application for and issuance of a Letter of Credit, even if it
should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged;


(ii) the form, validity,
sufficiency, accuracy, genuineness or legal effect of any
instrument transferring or assigning or purporting to transfer or
assign a Letter of Credit or the rights or benefits thereunder or
the proceeds thereof in whole or in part, which may prove to be
invalid or ineffective for any reason;


(iii) failure of the
beneficiary to comply fully with conditions required in order to
demand payment under a Letter of Credit;


(iv) errors, omissions,
interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex or otherwise;
or


(v) any loss or delay in
the transmission or otherwise of any document or draft required in
order to make a Disbursement under a Letter of Credit.


None of the foregoing
shall affect, impair or prevent the vesting of any of the rights or
powers granted to any Issuer or any Revolving Loan Lender
hereunder.  In furtherance and not in limitation or derogation
of any of the foregoing, any action taken or omitted to be taken by
an Issuer in good faith (and not constituting gross negligence or
willful misconduct) shall be binding upon each Obligor and each
such Secured Party, and shall not put such Issuer under any
resulting liability to any Obligor or any Secured Party, as the
case may be.


(g)           
Reporting Requirements for Issuers.  Within two
Business Days following the last day of each calendar month, each
Issuer shall deliver to the Administrative Agent a report detailing
all activity during the preceding month with respect to any Letters
of Credit issued by any such Issuer, including the face amount, the
account party, the beneficiary and the expiration date of such
Letters of Credit and any other information with respect thereto as
may be requested by the Administrative Agent.


Section 2.12           
Notes.


Each Lender’s Loans
under a Commitment shall, upon request of any such Lender, be
evidenced by a Note payable to the order of such Lender in a
maximum principal amount equal to such Lender’s Percentage of
the original applicable Commitment Amount.  The Borrower
hereby irrevocably authorizes each Lender to make (or cause to be
made) appropriate notations on the grid attached to such
Lender’s Note (or on any continuation of such grid), which
notations, if made, shall evidence, inter alia, the
date of, the outstanding principal of, and the interest rate and
Interest Period applicable to the Loans evidenced thereby. 
Such notations shall be rebuttably presumptive evidence of the
accuracy of the information so set forth; provided,
however, that the failure of any Lender to make any such
notations shall not limit or otherwise affect any Obligations of
any Obligor.





ARTICLE III



REPAYMENTS, PREPAYMENTS, INTEREST AND FEES


Section 3.1           
Repayments and Prepayments.


The Borrower shall repay
in full the unpaid principal amount of each Loan upon the
applicable Stated Maturity Date therefor.  Prior thereto,
payments and prepayments of Loans shall or may be made as set forth
below.


(a)           
From time to time on any Business Day, the Borrower may make a
voluntary prepayment, in whole or in part, of the outstanding
principal amount of any:


(i) Loans (other than
Swing Line Loans), provided, however, that


(1) any such prepayment of
the Term Loans shall be made pro rata among all the Term Loans and,
if applicable, having the same Interest Period of all Lenders that
have made such Term Loans, and shall be applied to the remaining
amortization payments, for the relevant Term Loans as provided for
in Section 3.1(h) and any such prepayment of Revolving
Loans shall be made pro rata among the Revolving
Loans of the same type and, if applicable, having the same Interest
Period of all Lenders that have made such Revolving
Loans;


(2) all such voluntary
prepayments shall require at least one but no more than five
Business Days’ prior written notice to the Administrative
Agent; and


(3) all such voluntary
partial prepayments shall be in an aggregate minimum amount of
$1,000,000 and an integral multiple of $1,000,000; and


(ii) Swing Line Loans,
provided that


(1) all such voluntary
prepayments shall require prior telephonic notice to Wachovia on or
before 2:00 p.m., Charlotte time, on the day of such
prepayment (such notice to be confirmed in writing within 24 hours
thereafter); and


(2) all such voluntary
partial prepayments shall be in an aggregate minimum amount of
$500,000 and an integral multiple of $500,000.


(b)           
On each date when the sum of (i) the aggregate outstanding
principal amount of all Revolving Loans and Swing Line Loans and
(ii) the aggregate amount of all Letter of Credit Outstandings
exceeds the Revolving Loan Commitment Amount (as it may be reduced
from time to time, including pursuant to Section 2.6),
the Borrower shall make a mandatory prepayment of all the Revolving
Loans or all Swing Line Loans (or both) and, if necessary, give
cash collateral to the Administrative Agent pursuant to an
agreement satisfactory to the Administrative Agent to collateralize
Letter of Credit Outstandings, in an aggregate amount equal to such
excess.


(c)           
Subject to the last sentence of this clause (c), if the
Borrower receives (or is deemed to receive) Net Proceeds described
in clause (a) of the definition thereof and no Default
has occurred and is continuing, the Borrower shall make a mandatory
prepayment of the Loans (i) on or before the required date of the
delivery of the certificate of an Authorized Officer identified in
the second paragraph of the definition of Net Proceeds equal to the
product of (x) the amount of such Net Proceeds minus the
amount of such Net Proceeds identified in such certificate which
the Borrower expects to use to purchase Qualified Assets, in
accordance with this Agreement, during the 180‐day period
following such receipt of Net Proceeds times (y) 0.50 and (ii) on
or before the 180th day following such receipt of Net
Proceeds equal to the excess, if any, of (A) the product of (x) the
amount of such Net Proceeds minus the amount of such Net
Proceeds used to acquire Qualified Assets in accordance with this
Agreement during the 180‐day period following such receipt of
Net Proceeds times (y) 0.50 over (B) the prepayment made pursuant
to the immediately preceding  clause (i).  If
the Borrower receives (or is deemed to receive) Net Proceeds
described in clause (a) of the definition thereof and a
Default has occurred and is continuing, the Borrower shall
concurrently upon receipt of such Net Proceeds make a mandatory
prepayment of the Loans with 50% of such Net Proceeds, unless
otherwise agreed by the Required Lenders.  Notwithstanding the
foregoing, Net Proceeds described in clause (a) of the definition
thereof derived from the issuance of Capital Stock or any other
equity security of the Borrower for the purpose of redeeming all or
a portion of the HIGH TIDES and/or the Subordinated Debt shall not
be required to be prepaid pursuant to this clause (c).


(d)           
If the Borrower or any Restricted Subsidiary of the Borrower
receives (or is deemed to receive) Net Proceeds described in
clause (b) of the definition thereof in excess of
$15,000,000 and no Default has occurred and is continuing, the
Borrower shall make a mandatory prepayment of the Loans (i) on or
before the required date of the delivery of the certificate of an
Authorized Officer identified in the second paragraph of the
definition of Net Proceeds equal to the amount of such Net Proceeds
minus the amount thereof identified in such certificate
which the Borrower expects to use to purchase Qualified Assets in
accordance with this Agreement during the 360‐day period
following such receipt of Net Proceeds and (ii) on or before the
360th day following such receipt of Net Proceeds equal
to the excess, if any, of (A) the amount of such Net Proceeds
minus the amount of such Net Proceeds used to acquire
Qualified Assets in accordance with this Agreement during the
360‐day period following such receipt of Net Proceeds over
(B) the prepayment made pursuant to the immediately preceding
clause (i).  If the Borrower or any Restricted
Subsidiary of the Borrower receives (or is deemed to receive) Net
Proceeds described in clause (b) of the definition
thereof and a Default has occurred and is continuing, the Borrower
shall concurrently upon receipt of such Net Proceeds make a
mandatory prepayment of the Loans with 100% of such Net Proceeds,
unless otherwise agreed by the Required Lenders.


(e)           
If the Borrower receives (or is deemed to receive) Net Proceeds
described in clause (c) of the definition thereof and
no Default has occurred and is continuing, the Borrower shall make
a mandatory prepayment of the Loans (i) on or before the required
date of the delivery of the certificate of an Authorized Officer
identified in the second paragraph of the definition of Net
Proceeds equal to the amount of such Net Proceeds minus the
amount of such Net Proceeds identified in such certificate which
the Borrower expects to use to purchase Qualified Assets, in
accordance with this Agreement, during the 180‐day period
following such receipt of Net Proceeds and (ii) on or before the
180th day following such receipt of Net Proceeds equal
to the excess, if any, of (A) the amount of such Net Proceeds
minus the amount of such Net Proceeds used to acquire
Qualified Assets in accordance with this Agreement during the
180‐day period following such receipt of Net Proceeds over
(B) the prepayment made pursuant to the immediately preceding 
clause (i).  If the Borrower receives (or is
deemed to receive) Net Proceeds described in clause (c)
of the definition thereof and a Default has occurred and is
continuing, the Borrower shall concurrently upon receipt of such
Net Proceeds make a mandatory prepayment of the Loans with 100% of
such Net Proceeds, unless otherwise agreed by the Required
Lenders.


(f)           
Concurrently with the receipt (or deemed receipt) of any Net
Proceeds with respect to Net Proceeds described in
clause (d) of such definition by the Borrower or any of
its Restricted Subsidiaries, the Borrower shall make a mandatory
prepayment of the Loans in an amount equal to 50% of such Net
Proceeds.  The Borrower will, prior to prepaying the Loans,
give the Administrative Agent telephone notice (promptly confirmed
in writing) requesting that the Administrative Agent provide notice
of such prepayment to each Lender entitled to receive any portion
of such prepayment.


(g)           
Within 120 days after the end of each Fiscal Year (commencing with
the Fiscal Year ending December 31, 2003), the Borrower shall
make a mandatory prepayment of the Loans in an amount equal to 50%
of Excess Cash Flow for such Fiscal Year.


(h)           
The Borrower shall make a scheduled repayment of the aggregate
outstanding principal amount of:


(i) Term B Loans in
installments on the dates set forth below (provided that if
such date is not a Business Day, the installment shall be paid on
the preceding Business Day), each such installment to be in an
amount equal to the corresponding percentages set forth below of
the principal amount of the Term B Loans outstanding on the Closing
Date:


	
DATE

	
SCHEDULED REPAYMENT


OF


TERM
B LOANS


		
	
September 30,
2002

	
0.25%


	
December 31,
2002

	
0.25%


	
March 31, 2003

	
0.25%


	
June 30, 2003

	
0.25%


	
September 30,
2003

	
0.25%


	
December 31,
2003

	
0.25%


	
March 31, 2004

	
0.25%


	
June 30, 2004

	
0.25%


	
September 30,
2004

	
0.25%


	
December 31,
2004

	
0.25%


	
March 31, 2005

	
0.25%


	
June 30, 2005

	
0.25%


	
September 30,
2005

	
0.25%


	
December 31,
2005

	
0.25%


	
March 31, 2006

	
0.25%


	
June 30, 2006

	
0.25%


	
September 30,
2006

	
0.25%


	
December 31,
2006

	
0.25%


	
March 31, 2007

	
0.25%


	
June 30, 2007

	
0.25%


	
September 30,
2007

	
0.25%


	
December 31,
2007

	
0.25%


	
March 31, 2008

	
0.25%


	
June 30, 2008

	
0.25%


	
September 30,
2008

	
23.5%


	
December 31,
2008

	
23.5%


	
March 31, 2009

	
23.5%


	
June 30, 2009

	
23.5%





provided
that the scheduled installments of principal of the Term B Loans
set forth above shall be reduced in inverse order of maturities in
connection with any voluntary or mandatory prepayments of the Term
B Loans in accordance with Section 3.1; and
provided further, that the final installment
specified above for the repayment by the Borrower of the Term B
Loans shall be in an amount, if such amount is different from that
specified above, sufficient to repay all amounts owing by the
Borrower under this Agreement with respect to the Term B Loans.


(ii) Incremental Term
Loans in quarterly installments on each June 30, September 30,
December 31 and March 31 and on the Stated Maturity Date
(provided that if such date is not a Business Day, the
installment shall be paid on the preceding Business Day),
commencing, for each Incremental Term Loan Borrowing, on the first
such quarterly date to occur after such borrowing that is not fewer
than 85 days after such borrowing; each such installment (except
for the final four installments) shall be in an amount equal to
0.25% of the original principal amount of the applicable
Incremental Term Loan Borrowing and the last four installments to
occur on September 30, 2008, December 31, 2008, March 31, 2009 and
June 30, 2009 shall be in an amount equal to 25% of the Incremental
Term Loan Borrowing outstanding as of September 30, 2008;
provided that the scheduled installments of principal of the
Incremental Term Loans set forth herein shall be reduced in inverse
order of maturities in connection with any voluntary or mandatory
prepayments of the Incremental Term Loans in accordance with
Section 3.1; and provided further that
the final installment specified above for the repayment by the
Borrower of the Incremental Term Loans shall be in an amount, if
such amount is different from that specified above, sufficient to
repay all amounts owing by the Borrower under this Agreement with
respect to the Incremental Term Loans.


(iii) Immediately upon any
acceleration of the Stated Maturity Date of any Loans pursuant to
Section 9.2 or Section 9.3, the Borrower
shall repay all the Loans, unless, pursuant to
Section 9.3, only a portion of all the Loans is so
accelerated (in which case the portion so accelerated shall be so
repaid).


Each prepayment of any
Loans made pursuant to this Section shall be without premium
or penalty, except as may be required by
Section 4.4.  No prepayment of principal of any
Revolving Loans or Swing Line Loans pursuant to
clause (a) or (b) shall cause a reduction in the
Revolving Loan Commitment Amount or the Swing Line Loan Commitment
Amount, as the case may be.


Section 3.2           
Application.


Amounts prepaid shall be
applied as set forth in this Section.


(a)           
Subject to clause (b), each prepayment or repayment of
the principal of the Loans shall be applied, to the extent of such
prepayment or repayment, first, to the principal amount
thereof being maintained as Base Rate Loans, and second, to
the principal amount thereof being maintained as LIBO Rate Loans;
provided that prepayments of LIBO Rate Loans made pursuant
to Section 3.1, if not made on the last day of the
Interest Period with respect thereto, shall be (i) prepaid subject
to the provisions of Section 4.4 (together with a
payment of all accrued interest) or (ii) upon the written request
of the Borrower, so long as no Default or Event of Default has
occurred and is continuing, the last day of the relevant Interest
Period so long as the funds representing such prepayment are
deposited with the Administrative Agent pursuant to arrangements
and documentation in form and substance reasonably satisfactory to
the Administrative Agent.


(b)           
Each prepayment of Loans made pursuant to clause (c), (d),
(e), (f), and (g) of Section 3.1 shall be
applied (i) first, to the mandatory prepayment of the
outstanding principal amount of all Term Loans (with the amount of
such prepayment of the Term Loans being applied in inverse order to
all remaining amortization payments of each Term Loan, pro
rata among all such outstanding Term Loans), until all Term
Loans have been paid in full, and except that with respect to the
amount of any such prepayment that is allocated to the then
outstanding Term B Loans and Incremental Term Loans, each such Term
B Loan Lender and Incremental Term Loan Lender shall have the right
to refuse any such prepayment by giving written notice of such
refusal to the Administrative Agent (such written notice to be
delivered to the Borrower upon request) within five Business Days
after such Term B Loan Lender’s or such Incremental Term Loan
Lender’s receipt of notice from the Administrative Agent of
such prepayment, (ii) second, after all Term Loans have been
prepaid, to the mandatory prepayment of the outstanding
principal of all Revolving Loans, (iii) third, after all
Revolving Loans have been prepaid, to the mandatory prepayment of
all Swing Line Loans and (iv) fourth, after all Revolving
Loans and Swing Line Loans have been prepaid, to cash collateralize
all outstanding Letters of Credit.  If the Term Loan Lenders
shall have refused to accept prepayment of the Term Loans
hereunder, then amounts not accepted shall be retained by the
Borrower.


Section 3.3           
Interest Rates.


Subject to
Section 2.8, pursuant to an appropriately delivered
Borrowing Request or Continuation/Conversion Notice, the Borrower
may elect that Loans comprising a Borrowing accrue interest at a
rate per annum:


(a)           
on that portion maintained from time to time as a Base Rate Loan,
equal to the sum of the Alternate Base Rate from time to time in
effect plus the Applicable Margin; provided that all Swing
Line Loans shall always accrue interest at the then effective
Applicable Margin for Revolving Loans maintained as Base Rate
Loans; and


(b)           
on that portion maintained as a LIBO Rate Loan, during each
Interest Period applicable thereto, equal to the sum of the LIBO
Rate (Reserve Adjusted) for such Interest Period plus the
Applicable Margin.


All LIBO Rate Loans shall
bear interest from and including the first day of the applicable
Interest Period to (but not including) the last day of such
Interest Period at the interest rate determined as applicable to
such LIBO Rate Loan.  Following the occurrence and during the
continuance of a Default or an Event of Default, all Loans shall be
maintained as Base Rate Loans; provided that LIBO Rate Loans
in effect upon the occurrence thereof shall be converted to Base
Rate Loans upon the expiration of the then current Interest
Period.


Section 3.4           
Default Rates.


Upon the occurrence and
during the continuation of a Default or an Event of Default, the
Borrower shall pay interest on all Obligations at a rate per annum
equal to two percent (2%) above the otherwise applicable
interest rate or, if no such rate is applicable, at a rate per
annum equal to the Alternate Base Rate from time to time in effect
plus the Applicable Margin then in effect plus a margin of
2%.


Section 3.5           
Payment Dates.


Interest accrued on each
Loan shall be payable, without duplication:


(a)           
on the Stated Maturity Date therefor;


(b)           
on the date of any conversion of a LIBO Rate Loan to a Base Rate
Loan;


(c)           
on the date of any payment or prepayment, in whole or in part, of
principal outstanding on such Loan on the principal amount so paid
or prepaid;


(d)           
with respect to Base Rate Loans, on each Quarterly Payment Date
occurring after the Closing Date for the period ending on (and
including) the last day of the immediately preceding December,
March, June or September, respectively;


(e)           
with respect to LIBO Rate Loans, on the last day of each applicable
Interest Period (and, if such Interest Period shall exceed three
months, on the date occurring on each three‐month interval
occurring after the first day of such Interest Period);
and


(f)           
on that portion of any Loans the Stated Maturity Date of which is
accelerated pursuant to Section 9.2 or
Section 9.3, immediately upon such
acceleration.


Interest accrued on Loans
or other monetary Obligations arising under this Agreement or any
other Loan Document after the date such amount is due and payable
(whether on the Stated Maturity Date, upon acceleration or
otherwise) shall be payable upon demand.


Section 3.6           
Fees.


The Borrower agrees to pay
the fees set forth in this Section 3.6.  All such
fees shall be non‐refundable.


(a)           
Non‐Utilization Fee.  The Borrower agrees to pay
to the Administrative Agent for the account of each Lender, in
accordance with such Lender’s Percentage of the Revolving
Loan Commitment Amount commencing on the Closing Date and
continuing through the Revolving Loan Commitment Termination Date,
the Non‐Utilization Fee.  The Non‐Utilization Fee
payable pursuant to this Section shall be calculated on a year
comprised of 360 days and payable by the Borrower in arrears on
each Quarterly Payment Date, commencing with the first Quarterly
Payment Date following the Closing Date, for the period ending on
(and including) the last day of the immediately preceding December,
March, June or September, respectively, and on the Revolving
Loan Commitment Termination Date.


(b)           
Agent’s Fee.  The Borrower agrees to pay to the
Administrative Agent, for its own account, the fees in the amounts
and on the dates set forth in the Fee Letter.


(c)           
Letter of Credit Fee. 
           
The Borrower agrees to pay the following amounts to the
Administrative Agent for the account of the Issuers and the
Revolving Loan Lenders, as applicable, with respect to Letters of
Credit issued by the Issuers for the account of the Borrower or any
of its Subsidiaries:


(i) with respect to each
Letter of Credit, (1) a fronting fee payable to the Issuer of such
Letter of Credit equal to 0.25% per annum of the Stated Amount of
such Letter of Credit and (2) a Letter of Credit fee equal to the
product of (x) the then Applicable Margin for Revolving Loans
maintained as LIBO Rate Loans and (y) the Stated Amount of such
Letter of Credit, in each case payable in arrears on each Quarterly
Payment Date for the period ending on (and including) the last day
of the immediately preceding December, March, June or
September, respectively, and on the Revolving Loan Commitment
Termination Date and computed on the basis of a 360‐day year
for the actual number of days elapsed; and


(ii) with respect to the
issuance, amendment or transfer of each Letter of Credit (without
duplication of the fees payable under clause (i)
above), documentary and processing charges in accordance with such
Issuer’s standard schedule for such charges in effect at the
time of such issuance, amendment or transfer, as the case may
be.


Promptly upon receipt by
the Administrative Agent of any amount described in
clause (i)(2) of this Section 3.6(c), the
Administrative Agent shall distribute to each other Revolving Loan
Lender its Percentage of such amount.


ARTICLE IV



CERTAIN LIBO RATE AND OTHER
PROVISIONS


Section 4.1           
LIBO Rate Lending Unlawful.


If any Lender shall
determine (which determination shall, upon notice thereof to the
Borrower and the other Lenders, be conclusive and binding on the
Borrower) that the introduction of or any change in or in the
interpretation of any law makes it unlawful, or any central bank or
other Governmental Authority asserts that it is unlawful, for such
Lender to make, continue or maintain any Loan as, or to convert any
Loan into, a LIBO Rate Loan, the obligations of such Lender to
make, continue, maintain or convert any such LIBO Rate Loan shall,
upon such determination, forthwith be suspended until such Lender
shall notify the Administrative Agent that the circumstances
causing such suspension no longer exist, and all outstanding LIBO
Rate Loans of such Lender shall automatically convert into Base
Rate Loans at the end of the then current Interest Periods with
respect thereto or sooner, if required by such law or
assertion.


Section 4.2           
Deposits Unavailable.


If the Administrative
Agent shall have determined that:


(a)           
Dollar deposits in the relevant amount and for the relevant
Interest Period are not available to it in its relevant market;
or


(b)           
by reason of circumstances affecting its relevant market, adequate
means do not exist for ascertaining the interest rate applicable
hereunder to LIBO Rate Loans,


then, upon notice from the
Administrative Agent to the Borrower and the Lenders, the
obligations of all Lenders under Section 2.7 and
Section 2.9 to make or continue any Loans as, or to
convert any Loans into, LIBO Rate Loans shall forthwith be
suspended until the Administrative Agent shall notify the Borrower
and the Lenders that the circumstances causing such suspension no
longer exist.


Section 4.3           
Increased LIBO Rate Loan Costs, etc.


The Borrower agrees to
reimburse each Lender for any increase in the cost to such Lender
of, or any reduction in the amount of any sum receivable by such
Lender in respect of, making, continuing or maintaining (or of its
obligation to make, continue or maintain) any Loans as, or of
converting (or of its obligation to convert) any Loans into, LIBO
Rate Loans that arise in connection with any change in, or the
introduction, adoption, effectiveness, interpretation,
reinterpretation or phase‐in after the Closing Date hereof
of, any law or regulation, directive, guideline, decision or
request (whether or not having the force of law) of any court,
central bank, regulator or other Governmental Authority, except for
such changes with respect to increased capital costs and taxes
which are governed by Sections 4.5 and 4.6,
respectively.  Such Lender shall promptly notify the
Administrative Agent and the Borrower in writing of the occurrence
of any such event, such notice to state, in reasonable detail, the
reasons therefor and the additional amount required fully to
compensate such Lender for such increased cost or reduced
amount.  Such additional amounts shall be payable by the
Borrower directly to such Lender within five days (with at least
one day being a Business Day) of its
receipt of such notice, and such notice shall, in the absence of
manifest error, be conclusive and binding on the Borrower.


Section 4.4           
Funding Losses.


In the event any Lender
shall incur any loss or expense (including any loss or expense
incurred by reason of the liquidation or reemployment of deposits
or other funds acquired by such Lender to make, continue or
maintain any portion of the principal amount of any Loan as, or to
convert any portion of the principal amount of any Loan into, a
LIBO Rate Loan) as a result of:


(a)           
any conversion or repayment or prepayment of the principal amount
of any LIBO Rate Loans on a date other than the scheduled last day
of the Interest Period applicable thereto, whether pursuant to
Section 3.1 or otherwise;


(b)           
any Loans not being made as LIBO Rate Loans in accordance with the
Borrowing Request therefor; or


(c)           
any Loans not being continued as, or converted into, LIBO Rate
Loans in accordance with the Continuation/Conversion Notice
therefor,


then, upon the written
notice of such Lender to the Borrower (with a copy to the
Administrative Agent), the Borrower shall, within five days of its
receipt thereof, pay directly to such Lender such amount as will
(in the reasonable determination of such Lender) reimburse such
Lender for such loss or expense.  Such written notice (which
shall include calculations in reasonable detail) shall be
rebuttably presumptive evidence of the amount of such loss or
expense.


Section 4.5           
Increased Capital Costs.


If any change in, or the
introduction, adoption, effectiveness, interpretation,
reinterpretation or phase‐in of, any law or regulation,
directive, guideline, decision or request (whether or not having
the force of law) of any court, central bank, regulator or other
Governmental Authority affects or would affect the amount of
capital required or expected to be maintained by any Lender
(including any Issuer) or any Person controlling such Lender, and
such Lender determines (in good faith but in its sole and absolute
discretion) that the rate of return on its or such controlling
Person’s capital as a consequence of the Commitments or the
Loans made, or the Letters of Credit issued by or participated in,
by such Lender is reduced to a level below that which such Lender
or such controlling Person could have achieved but for the
occurrence of any such circumstance, then, in any such case upon
notice from time to time by such Lender to the Borrower, the
Borrower shall immediately pay directly to such Lender additional
amounts sufficient to compensate such Lender or such controlling
Person for such reduction in rate of return.  A statement of
such Lender as to any such additional amount or amounts (including
calculations thereof in reasonable detail) shall be rebuttably
presumptive evidence of the amount of such loss or expense. 
In determining such amount, such Lender may use any method of
averaging and attribution that it (in its sole and absolute
discretion) shall deem applicable.


Section 4.6           
Taxes.


(a)           
Any and all payments by the Borrower and each other Obligor under
this Agreement and each other Loan Document shall be made without
setoff, counterclaim or other defense, and free and clear of, and
without deduction or withholding for or on account of, any Taxes, except to the extent such Taxes are
required by law to be deducted or withheld.  In the event that
any Taxes are required by law to be deducted or withheld from any
payment required to be made by the Borrower or any other Obligor to
or on behalf of the Administrative Agent or any Lender hereunder or
under any other Loan Document, then:


(i) subject to
clause (f), if such Taxes are Non‐Excluded Taxes,
the amount of such payment shall be increased as may be necessary
such that such payment is made, after withholding or deduction for
or on account of such Taxes, in an amount that is not less than the
amount provided for herein or in such other Loan Document;
and


(ii) the Borrower shall
withhold the full amount of such Taxes from such payment (as
increased pursuant to clause (a)(i)) and shall pay such
amount to the Governmental Authority imposing such Taxes in
accordance with applicable law.


(b)           
In addition, the Borrower and each other Obligor shall pay any and
all Other Taxes imposed to the relevant Governmental Authority
imposing such Other Taxes in accordance with applicable
law.


(c)           
within 45 days of any such payment being due, the Borrower shall
furnish to the Administrative Agent a copy of an official receipt
(or a certified copy thereof) evidencing the payment of such Taxes
or Other Taxes.  The Administrative Agent shall make copies
thereof available to any Lender upon request therefor.


(d)           
Subject to clause (f), the Borrower shall indemnify the
Administrative Agent and each Lender for any Non‐Excluded
Taxes and Other Taxes levied, imposed or assessed on (and whether
or not paid directly by) the Administrative Agent or such Lender
(and whether or not such Non‐Excluded Taxes or Other Taxes
are correctly or legally asserted by the relevant Governmental
Authority).  Promptly upon having knowledge that any such
Non‐Excluded Taxes or Other Taxes have been levied, imposed
or assessed, and promptly upon notice thereof by the Administrative
Agent or any Lender, the Borrower shall pay such Non‐Excluded
Taxes or Other Taxes directly to the relevant Governmental
Authority (provided, however, that neither the
Administrative Agent nor any Lender shall be under any obligation
to provide any such notice to the Borrower).  In addition, the
Borrower shall indemnify the Administrative Agent and each Lender
for any incremental Taxes that may become payable by the
Administrative Agent or any Lender as a result of any failure of
the Borrower to pay any Taxes when due to the appropriate
Governmental Authority or to deliver to the Administrative Agent,
pursuant to clause (c), documentation evidencing the
payment of Taxes or Other Taxes.  With respect to
indemnification for Non‐Excluded Taxes and Other Taxes
actually paid by the Administrative Agent or any Lender or the
indemnification provided in the immediately preceding sentence,
such indemnification shall be made within 30 days after the date
the Administrative Agent or such Lender, as the case may be, makes
written demand therefor.  The Borrower acknowledges that any
payment made to the Administrative Agent or any Borrower or to any
Governmental Authority in respect of the indemnification
obligations of the Borrower provided in this clause shall
constitute a payment in respect of which the provisions of
clause (a) and this clause shall apply.


(e)           
Lender hereunder (and from time to time thereafter upon the request
of the Borrower or the Administrative Agent, but only for so long
as such Non‐U.S. Lender is legally entitled to do so), shall
deliver to the Borrower and the Administrative Agent
either


(i) two duly completed
copies of either (A) Internal Revenue Service
Form W‐8BEN or (B) Internal Revenue Service
Form W‐8ECI, or in either case an applicable successor
form; or


(ii) in the case of a
Non‐U.S. Lender claiming exemption from U.S. federal income
withholding tax under Section 871(h) or 881(c) of the Code
with respect to payment of “portfolio interest,” (x) a
certificate of a duly authorized officer of such Non‐U.S.
Lender to the effect that such Non‐U.S. Lender is not (A) a
“bank” within the meaning of Section 881(c)(3)(A)
of the Code, (B) a “10 percent shareholder” of the
Borrower within the meaning of Section 881(c)(3)(B) of the
Code, or (C) a controlled foreign corporation receiving interest
from a related person within the meaning of
Section 881(c)(3)(C) of the Code (such certificate, an
“Exemption Certificate”) and (y) two duly completed
copies of  Internal Revenue Service Form W‐8BEN or
an applicable successor form.


(f)           
The Borrower shall not be obligated to gross up any payments to any
Lender pursuant to clause (a)(i), or to indemnify any
Lender pursuant to clause (d), in respect of United
States federal withholding taxes to the extent imposed as a result
of (i) the failure of such Lender to deliver to the Borrower
the form or forms and/or an Exemption Certificate, as applicable to
such Lender, pursuant to clause (e), (ii) such
form or forms and/or Exemption Certificate not establishing a
complete exemption from U.S. federal withholding tax or the
information or certifications made therein by the Lender being
untrue or inaccurate on the date delivered in any material respect,
or (iii) the Lender designating a successor lending office at
which it maintains its Loans which has the effect of causing such
Lender to become obligated for tax payments in excess of those in
effect immediately prior to such designation; provided,
however, that the Borrower shall be obligated to gross up
any payments to any such Lender pursuant to
clause (a)(i), and to indemnify any such Lender
pursuant to clause (d), in respect to United States
federal withholding taxes if (i) any such failure to deliver a
form or forms or an Exemption Certificate or the failure of such
form or forms or Exemption Certificate to establish a complete
exemption from U.S. federal withholding tax or inaccuracy or
untruth contained therein resulted from a change in any applicable
statute, treaty, regulation or other applicable law or any
interpretation of any of the foregoing occurring after the Closing
Date, which change rendered such Lender no longer legally entitled
to deliver such form or forms or Exemption Certificate or otherwise
ineligible for a complete exemption from U.S. federal withholding
tax, or rendered the information or certifications made in such
form or forms or Exemption Certificate untrue or inaccurate in a
material respect, (ii) the redesignation of the Lender’s
lending office was made at the request of the Borrower or
(iii) the obligation to gross up payments to any such Lender
pursuant to clause (a)(i) or to indemnify any such
Lender pursuant to clause (d) is with respect to an
Assignee Lender that becomes an Assignee Lender as a result of an
assignment made at the request of the Borrower.


Section 4.7           
Payments, Computations, etc.


Unless otherwise expressly
provided, all payments by the Borrower pursuant to this Agreement,
the Notes, each Letter of Credit or any other Loan Document shall
be made by the Borrower to the Administrative Agent for the
pro rata account of the Lenders entitled to receive
such payment.  All such payments required to be made to the
Administrative Agent shall be made, without setoff, deduction or
counterclaim, not later than 1:00 p.m., Charlotte time, on the
date due, in same day or immediately available funds, to such
account as the Administrative Agent shall specify from time to time
by notice to the Borrower.  Funds received after that time
shall be deemed to have been received by the Administrative Agent
on the next succeeding Business Day.  The Administrative Agent
shall promptly remit in same day funds to each Lender its share, if
any, of such payments received by the Administrative Agent for the
account of such Lender.  All interest (including interest on
LIBO Rate Loans) and fees shall be computed on the basis of the
actual number of days (including the first day but excluding the
last day) occurring during the period for which such interest or
fee is payable over a year comprised of 360 days (or, in the case
of interest on a Base Rate Loan (calculated at other than the
Federal Funds Rate), 365 days or, if appropriate, 366 days). 
Whenever any payment to be made shall otherwise be due on a day
which is not a Business Day, such payment shall (except as
otherwise required by clause (c) of the definition of
the term “Interest Period”) be made on the next
succeeding Business Day and such extension of time shall be
included in computing interest and fees, if any, in connection with
such payment.


Section 4.8           
Sharing of Payments.


If any Lender shall obtain
any payment or other recovery (whether voluntary, involuntary, by
application of setoff or otherwise) on account of any Loan or
Reimbursement Obligation (other than pursuant to the terms of
Section 4.3, 4.4, 4.5 or 4.6) in excess of its
pro rata share of payments then or therewith obtained
by all Lenders, such Lender shall purchase from the other Lenders
such participations in Credit Extensions made by them as shall be
necessary to cause such purchasing Lender to share the excess
payment or other recovery ratably with each of them;
provided, however, that if all or any portion of the
excess payment or other recovery is thereafter recovered from such
purchasing Lender, the purchase shall be rescinded and each Lender
which has sold a participation to the purchasing Lender shall repay
to the purchasing Lender the purchase price to the ratable extent
of such recovery together with an amount equal to such selling
Lender’s ratable share (according to the proportion of (a)
the amount of such selling Lender’s required repayment to the
purchasing Lender to (b) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so
recovered.  The Borrower agrees that any Lender so purchasing
a participation from another Lender pursuant to this
Section may, to the fullest extent permitted by law, exercise
all its rights of payment (including pursuant to
Section 4.9) with respect to such participation as
fully as if such Lender were the direct creditor of the Borrower in
the amount of such participation.  If under any applicable
bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a setoff to which this
Section applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders entitled under this
Section to share in the benefits of any recovery on such
secured claim.


Section 4.9           
Setoff.


Each Lender shall, upon
the occurrence and during the continuance of any Event of Default
or any Default described in Section 9.1(i), have the
right to appropriate and apply to the payment of the Obligations
(whether or not then due), and (as security for such Obligations)
the Borrower hereby grants to each Lender a continuing security
interest in, any and all balances, credits, deposits, accounts or
moneys of the Borrower then or thereafter maintained with such
Lender or any Affiliate of such Lender; provided,
however, that any such appropriation and application shall
be subject to the provisions of Section 4.8.  Each
Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such setoff and application made by
such Lender or its Affiliate; provided, however, that
the failure to give such notice shall not affect the validity of
such setoff and application.  The rights of each Lender under
this Section are in addition to other rights and remedies
(including other rights of setoff under applicable law or
otherwise) which such Lender may have.


Section 4.10           
Replacement of Lender.


Each Lender agrees that,
upon the occurrence of any event set forth in
Section 4.1, 4.3, 4.5, or 4.6,
such Lender will use reasonable efforts to book and maintain its
Loans through a different lending office or to transfer its Loans
to an Affiliate with the objective of avoiding or minimizing the
consequences of such event; provided that such booking or
transfer is not otherwise disadvantageous to such Lender as
determined by such Lender in its sole and absolute
discretion.  If any Lender has demanded to be paid additional
amounts pursuant to Section 4.1, 4.3, 4.5
or 4.6, and the payment of such additional amounts are, and
are likely to continue to be, more onerous in the reasonable
judgment of the Borrower than with respect to the other Lenders,
then the Borrower shall have the right at any time when no Default
or Event of Default shall have occurred and be continuing to seek
one or more financial institutions which are not Affiliates of the
Borrower (each, a “Replacement Lender”) to
purchase with the written consent of the Administrative Agent
(which consent shall not be (x) required if such proposed
Replacement Lender is already a Lender, or an Affiliate of a
Lender, or (y) unreasonably delayed or withheld) the outstanding
Loans and Commitments of such Lender (the “Affected
Lender”), and if the Borrower locates a Replacement
Lender, the Affected Lender shall, upon


(a)           
prior written notice to the Administrative Agent,


(b)           
(i) payment to the Affected Lender of the purchase price agreed
between it and the Replacement Lender (or, failing such agreement,
a purchase price in the amount of the outstanding principal amount
of the Affected Lender’s Loans and accrued interest thereon
to the date of payment) by the Replacement Lender plus (ii) payment
by the Borrower of all amounts (other than principal and interest)
then due to the Affected Lender or accrued for its account
hereunder or under any other Loan Document,


(c)           
satisfaction of the provisions set forth in
Section 11.11(a), and


(d)           
payment by the Borrower to the Affected Lender and the
Administrative Agent of all reasonable out‐of‐pocket
expenses in connection with such assignment and assumption
(including the processing fees described in
Section 11.11(a)),


assign and delegate all
its rights and obligations under this Agreement and any other Loan
Document to which it is a party (including its outstanding Loans)
to the Replacement Lender (such assignment to be made without
recourse, representation or warranty), and the Replacement Lender
shall assume such rights and obligations, whereupon the Replacement
Lender shall in accordance with Section 11.11(a) become
a party to each Loan Document to which the Affected Lender is a
party and shall have the rights and obligations of a Lender
thereunder and the Affected Lender shall be released from its
obligations hereunder and each other Loan Document to the extent of
such assignment and delegation.





ARTICLE V



CONDITIONS TO CREDIT EXTENSIONS


Section 5.1           
Conditions Precedent to the Effectiveness of this
Agreementand the Making of the Term B Loans and the
Initial Revolving Loans.


This Agreement shall
become effective, and the Lenders shall be obligated to make the
Term B Loans and their initial Revolving Loans, on the date when
each of the conditions precedent set forth in this
Section 5.1 have been satisfied (unless waived by the
Lenders or unless the deadline for delivery has been extended in
writing by the Administrative Agent pursuant to a post-closing
agreement).  All such conditions may occur contemporaneously
but shall be deemed to have occurred simultaneously.


(a)           
Execution of Agreement.  The Administrative Agent shall
have received (i) counterparts of this Agreement, executed by a
duly authorized officer of each party hereto, (ii) for the account
of each Lender which has made a request therefor, Revolving Notes
and Term B Notes and for the account of the Swing Line Lender, a
Swing Line Note and (iii) counterparts of the Subsidiary Guaranty,
the Borrower Pledge Agreement, the Borrower Security Agreement, the
Subsidiary Pledge Agreement, the Subsidiary Security Agreement,
each Copyright Security Agreement, each Trademark Security
Agreement and each Patent Security Agreement and the Interco
Subordination Agreement,in each case conforming to the requirements
of this Agreement and executed by duly authorized officers of the
Obligors or other Person, as applicable.


(b)           
Authority Documents.  The Administrative Agent shall
have received the following:


                                   
(i)         Certificate
of Formation/Articles of Incorporation.  Copies of
the certificate of formation, articles of incorporation or other
charter documents, as applicable, of each Obligor certified to be
true and complete as of a recent date by, in the case of Borrower,
the appropriate governmental authority of the state of its
incorporation, and in the case of each other Obligor, the secretary
or assistant secretary of such Obligor.


                                   
(ii)       
Resolutions.  Copies of resolutions of the managing
members or the board of directors, as applicable, of each Obligor
approving and adopting the Loan Documents, the transactions
contemplated therein and authorizing execution and delivery
thereof, certified by an officer of such Obligor as of the Closing
Date to be true and correct and in force and effect as of such
date.


                                   
(iii)       Operating
Agreements/Bylaws.  A copy of the operating agreement
and/or bylaws, as applicable, of each Obligor certified by an
officer of such Obligor as of the Closing Date to be true and
correct and in force and effect as of such date.


                                   
(iv)       Good
Standing.  Copies of (i) certificates of good standing,
existence or its equivalent with respect to each Obligor certified
as of a recent date by the appropriate governmental authorities of
the state of organization and state in which the chief executive
office of such Obligor is located and (ii) if available, a
certificate indicating payment of all corporate and other franchise
taxes certified as of a recent date by the appropriate governmental
taxing authorities.


                       
(v)       
Incumbency.  An incumbency certificate of each Obligor
certified by a secretary or assistant secretary to be true and
correct as of the Closing Date.


(c)           
Personal Property Collateral.  The Administrative Agent
shall have received, in form and substance satisfactory to the
Administrative Agent:


(i) searches of Uniform
Commercial Code filings in the jurisdiction of the chief executive
office and the jurisdiction of organization of each Obligor and
each jurisdiction where any material Collateral is located or where
a filing would need to be made in order to perfect the
Administrative Agent’s security interest in the Collateral,
copies of the financing statements on file in such jurisdictions
and evidence that no Liens exist other than Liens permitted by
Section 8.3;


(ii) duly executed (as
required) UCC financing statements for each appropriate
jurisdiction as is necessary, in the Administrative Agent’s
reasonable judgment, to perfect the Administrative Agent’s
security interest in the Collateral;


(iii) searches of
ownership of intellectual property in the appropriate governmental
offices and such patent/trademark/copyright filings as requested by
the Administrative Agent in order to perfect the Administrative
Agent’s security interest in the Collateral;


                                   
(iv)       all stock certificates, if
any, evidencing the Capital Stock pledged to the Administrative
Agent pursuant to the Borrower Pledge Agreement or any Subsidiary
Pledge Agreement, together with duly executed in blank undated
stock powers attached thereto;


                                   
(v)        such
patent/trademark/copyright filings as requested by the
Administrative Agent in order to perfect the Administrative
Agent’s security interest in any intellectual property
pledged pursuant to any Copyright Security Agreement, any Trademark
Security Agreement and any Patent Security Agreement;


(vi) all instruments and
chattel paper in the possession of any of the Obligors, together
with allonges or assignments as may be necessary or appropriate to
perfect the Administrative Agent’s security interest in the
Collateral; and


(vii) duly executed
consents as are necessary, in the Administrative Agent’s
reasonable judgment, to perfect the Lenders’ security
interest in the Collateral.


(d)           
Liability and Casualty Insurance.  The Administrative
Agent shall have received copies of insurance policies or
certificates of insurance evidencing liability and casualty
insurance (including, but not limited to, business interruption
insurance) meeting the requirements set forth herein or in the
Collateral Documents.  The Administrative Agent shall be named
as loss payee on all casualty insurance policies the benefit of the
Lenders and the Administrative Agent and each Lender shall be named
as additional insured on all liability insurance
policies.


(e)           
Fees.  The Administrative Agent shall have received all
fees, if any, owing pursuant to the Fee Letter and
Sections 3.6 and 11.3 of this Agreement, if then
invoiced (in reasonable detail).


(f)           
Litigation, etc.  There shall exist no pending or, to
the knowledge of the Borrower, threatened, litigation, proceedings
or investigations which could reasonably be expected to have a
Material Adverse Effect.


(g)           
Solvency Certificate.  The Administrative Agent shall
have received an officer’s certificate for the Obligors
(taken as a whole) prepared by the chief financial officer of the
Borrower as to the financial condition, solvency and related
matters of the Obligors (taken as a whole), in each case after
giving effect to the initial borrowings under this
Agreement.


(h)           
Account Designation Letter.  The Administrative Agent
shall have received the executed Account Designation Letter in the
form of Exhibit M hereto.


(i)           
Sources and Uses; Payment Instructions.  The
Administrative Agent shall have received (i) a statement of sources
and uses of funds covering all payments reasonably expected to be
made by the Obligors in connection with the transactions
contemplated by the Agreement to be consummated on the Closing
Date, including an itemized estimate of all fees, expenses and
other closing costs and (ii) payment instructions with respect to
each wire transfer to be made by the Administrative Agent on behalf
of the Lenders or the Borrower on the Closing Date setting forth
the amount of such transfer, the purpose of such transfer, the name
and number of the account to which such transfer is to be made, the
name and ABA number of the bank or other financial institution
where such account is located and the name and telephone number of
an individual that can be contacted to confirm receipt of such
transfer.


(j)           
Opinions of Counsel.  The Administrative Agent shall
have received opinions, dated the Closing Date and addressed to the
Administrative Agent and all Lenders, from Morgan, Lewis &
Bockius, LLP, and Cooley Godward LLP, each counsel to the Obligors,
in form and substance reasonably satisfactory to the Administrative
Agent.


(k)           
Material Adverse Change.  Since December 31, 2001,
there shall not have occurred or become known to the Lenders any
event or events, adverse condition or change that, individually or
in the aggregate, would reasonably be expected to have a Material
Adverse Effect.


(l)           
Closing Date Certificate.  The Administrative Agent
shall have received, with counterparts for each Lender, a
certificate (the “Closing Date Certificate”),
dated the Closing Date and duly executed and delivered by an
Authorized Officer of the Borrower, in which certificate the
Borrower shall agree and acknowledge that the statements made
therein shall be deemed to be true and correct representations and
warranties of the Borrower as of such date, and, at the time each
such certificate is delivered, such statements shall in fact be
true and correct.  All documents and agreements required to be
appended to the Closing Date Certificate shall be in form and
substance reasonably satisfactory to the Administrative
Agent.


(m)           
Financial Information, etc.  The Administrative Agent
shall have received, with copies for each Lender, financial
statements of the Borrower (including notes thereto), consisting of
(i) consolidated financial statements of the Borrower and its
Subsidiaries including balance sheets as of the end of each of the
last three Fiscal Years and income and cash flow statements as of
the end of and for each of the last three Fiscal Years, in each
case audited by independent public accountants of recognized
national standing and prepared in conformity with GAAP, together
with the report thereon which shall not contain an Impermissible
Qualification; and (ii) five-year financial projections in respect
of the Obligors and their respective Subsidiaries in form and
substance satisfactory to the Lenders.  All such financial
statements delivered pursuant to subclause (i) of this
clause (m) shall be in compliance with the requirements of
Regulation S-X for a public offering registered under the
Securities Act of 1933, and all financial statements and
projections referred to in this clause (m) shall not be
materially inconsistent with financial statements, projections and
estimated previously provided to the Lenders.


(n)           
Payment of Outstanding Indebtedness, etc.  After giving
effect to the transactions contemplated by this Agreement, no
Obligor shall have outstanding any Indebtedness or preferred stock
other than (i) the Loans and Letters of Credit hereunder, (ii) the
Debentures and HIGH TIDES, (iii) the Indebtedness permitted under
Section 8.2, and (iv) preferred stock issued by Cayenta
Operating Company and by the Borrower.  The Administrative
Agent shall have received payoff letters satisfactory in form and
substance to the Administrative Agent with respect to any
Indebtedness to be repaid on the Closing Date.


(o)           
Consents, etc.  All governmental and third party
approvals and consents required to be obtained prior to the Closing
Date in connection with the financing contemplated pursuant to this
Agreement (including the execution and delivery of this Agreement
and each other Loan Document required hereunder by each Obligor and
the performance of their respective Obligations) and the continuing
operations of the Borrower and each Guarantor shall have been
obtained and be in full force and effect (and, to the extent
requested by the Administrative Agent, the Administrative Agent,
shall have received true and correct copies of such approvals and
consents).


(p)           
Compliance Certificate.  The Administrative Agent shall
have received, with counterparts for each Lender, a Compliance
Certificate on a pro forma basis as if the Credit Extension
to be made on the Closing Date had occurred as of March 31, 2002
and as to such items therein as the Administrative Agent reasonably
requests, dated the Closing Date, duly executed (and with all
schedules thereto duly completed) and delivered by the chief
executive officer, the chief financial officer, the treasurer, the
assistant treasurer or the Director of Corporate Treasury of the
Borrower.


(q)           
Minimum EBITDA.  The Administrative Agent shall have
received evidence satisfactory to it that EBITDA (computed for the
twelve‐month period ended March 31, 2002 and taking into
account EBITDA of SEA for such period regardless of whether the SEA
Acquisition has been consummated prior to the Closing Date) shall
not be less than $125,000,000.


(r)           
Maximum Leverage Ratio.  The Administrative Agent shall
have received evidence satisfactory to it that the ratio of Total
Debt (computed as of March 31, 2002) to EBITDA (computed for the
twelve‐month period ended March 31, 2002 and taking into
account EBITDA of SEA for such period regardless of whether the SEA
Acquisition has been consummated prior to the Closing Date) shall
not be greater than 3.1 to 1.0.


(s)           
SureBeam Documents.  The Administrative Agent shall
have received the following items in connection with the
$50,000,000 loan to be made by the Borrower to SureBeam (the
“SureBeam Loan”):


(i) a copy of the final,
executed summary of principal terms and conditions for the SureBeam
Loan;


(ii) a copy of the final,
executed License Agreement between the Borrower and SureBeam dated
as of October 17, 2001 (the “Technology Rights
Agreement”), together with a collateral assignment
thereof in favor of the Agent and a consent and acknowledgment from
SureBeam with respect to such collateral assignment, each in form
and substance satisfactory to the Administrative Agent;


(iii) duly executed UCC
financing statements and assignments for each appropriate
jurisdiction as is necessary, in the Administrative Agent’s
reasonable judgment, to perfect the Administrative Agent’s
security interest in the SureBeam collateral.


(t)           
Other Legal Details, etc.   The Administrative
Agent and the Lenders shall have received such further documents,
certificates, opinions and agreements as may be reasonably
requested.  All documents executed or submitted pursuant
hereto shall be reasonably satisfactory in form and substance to
the Administrative Agent and its counsel.  The Administrative
Agent and its counsel shall have received all information and such
counterpart originals or such certified or other copies or such
materials, as the Administrative Agent or its counsel may
reasonably request, and all legal, tax and accounting matters
incident to the transactions contemplated by this Agreement shall
be satisfactory to the Administrative Agent and its
counsel.


Section 5.2           
Conditions Precedent to the Making of Incremental Term Loan
Borrowings.


In addition to the
conditions set forth in Sections 5.1and 5.3, the
Incremental Term Loan Lenders shall be obligated to make their
initial Incremental Term Loans on the date when each of the
conditions precedent set forth in this Section 5.2 have
been satisfied (unless waived by the Incremental Term Loan Lenders
or unless the deadline for delivery has been extended by the
Administrative Agent).  All such conditions may occur
contemporaneously but shall be deemed to have occurred
simultaneously.


(a)           
Receipt of Incremental Term Loan Commitments. 
Incremental Term Loan Commitments in an amount at least equal to
the amount of the requested Incremental Term Loan Borrowing shall
have been received from the Incremental Term Loan Lenders in
accordance with Section 2.3(b) hereof.


(b)           
Agreement Regarding Pricing.  The Borrower and the
Incremental Term Loan Lenders shall have agreed as to the interest
rates to be applicable to the requested Incremental Term Loan
Borrowing.  If such interest rates are higher than the
interest rates for the Term B Loans, such higher rates shall be
applicable for the Term B Loans with such higher rates to be
effective on the date of the making of the requested Incremental
Term Loan Borrowing.  The Borrower and the Lenders agree that
this Agreement may be amended by the Administrative Agent and the
Borrower (without the consent of the Required Lenders) for purposes
of incorporating the interest rates for the requested Incremental
Term Loan Borrowing and to the extent applicable, the higher
interest rates for the Term B Loans, including, without limitation,
modifying the definition of Applicable Margin to incorporate such
interest rates.


(c)           
Execution of Incremental Term Notes.  The
Administrative Agent shall have received for the account of each
Incremental Term Loan Lender which has made a request therefor, an
Incremental Term Note.


(d)           
Compliance.  The Administrative Agent shall have
received evidence satisfactory to it that the Borrower will be in
compliance with the financial covenants set forth in
Section 8.4 on a pro forma basis after
the making of the requested Incremental Term Loan
Borrowing.


Section 5.3           
All Credit Extensions.


The obligation of each
Lender and each Issuer to make any Credit Extension (including the
initial Credit Extension) shall be subject to
Sections 2.4 and 2.5 and the satisfaction of
each of the conditions precedent set forth in this
Section 5.3.


(a)           
Compliance with Warranties, No Default, etc.  Both
before and after giving effect to any Credit Extension, the
following statements shall be true and correct:


(i) the representations
and warranties set forth in Article VI (excluding,
however, those contained in Section 6.7) and in each
other Loan Document shall, in each case, be true and correct in all
respects (with respect to representations and warranties qualified
by materiality or Material Adverse Effect) and in all material
respects (with respect to all other representations and warranties)
with the same effect as if then made (unless stated to relate
solely to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of
such earlier date unless such representations and warranties are
qualified by materiality or Material Adverse Effect, in which case
such representations and warranties shall be true and correct as of
such earlier date);


(ii) except as disclosed
by the Borrower to the Administrative Agent and the Lenders
pursuant to Section 6.7,


(1) no labor controversy,
litigation, arbitration or governmental investigation or proceeding
shall be pending or, to the knowledge of the Borrower, threatened
against the Borrower or any of its Subsidiaries which could
reasonably be expected to have a Material Adverse Effect, or which
would adversely affect the legality, validity or enforceability of
this Agreement or any other Loan Document; and


(2) no development shall
have occurred in any labor controversy, litigation, arbitration or
governmental investigation or proceeding disclosed pursuant to
Section 6.7 which could reasonably be expected to have
a Material Adverse Effect; and


(iii) no Default shall
have then occurred and be continuing.


(b)           
Credit Extension Request, etc.  Subject to
Section 2.8, the Administrative Agent shall have
received a Borrowing Request if Loans are being requested, or an
Issuance Request if a Letter of Credit is being requested or
extended.  Each of the delivery of a Borrowing Request or
Issuance Request and the acceptance by the Borrower of the proceeds
of such Credit Extension shall constitute a representation and
warranty by the Borrower that on the date of such Credit Extension
(both immediately before and after giving effect to such Credit
Extension and the application of the proceeds thereof) the
statements made in Section 5.3(a) are true and correct
in all material respects.


(c)           
Satisfactory Legal Form.  All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any of
its Subsidiaries or any other Obligors shall be reasonably
satisfactory in form and substance to the Administrative Agent and
its counsel; the Administrative Agent and its counsel shall have
received all information, approvals, opinions, documents or
instruments as the Administrative Agent or its counsel may
reasonably request.


ARTICLE VI



REPRESENTATIONS AND
WARRANTIES


In order to induce the
Secured Parties to enter into this Agreement and to make Credit
Extensions hereunder, the Borrower represents and warrants to each
Secured Party as set forth in this Article.


Section 6.1           
Organization, etc.


The Borrower and each of
its Subsidiaries is (a) validly organized and existing and in
good standing under the laws of the state or jurisdiction of its
incorporation or organization, and (b) duly qualified to do
business and is in good standing as a foreign entity in each
jurisdiction where the nature of its business requires such
qualification, except where the failure to so qualify would not
result in a Material Adverse Effect, and has full power and
authority and holds all requisite governmental licenses, permits
and other approvals to enter into and perform its Obligations under
this Agreement and each other Loan Document to which it is a party
and to own and hold under lease its property and to conduct its
business substantially as currently conducted by it except where
the failure to hold such licenses, permits and other approvals
would not result in a Material Adverse Effect.


Section 6.2           
Due Authorization, Non‐Contravention,
etc.


The execution, delivery
and performance by the Borrower of this Agreement and each other
Loan Document executed or to be executed by it and the execution,
delivery and performance by each other Obligor of each Loan
Document executed or to be executed by it, are in each case within
each such Person’s powers, have been duly authorized by all
necessary action, and do not


(a)           
contravene any such Person’s Organic Documents;


(b)           
contravene any contractual restriction binding on or affecting any
such Person;


(c)           
contravene (i) any court decree or order binding on or affecting
any such Person or (ii) any law or governmental regulation binding
on or affecting any such Person; or


(d)           
result in, or require the creation or imposition of, any Lien on
any of such Person’s properties (except as permitted by this
Agreement).


Section 6.3           
Government Approval, Regulation, etc.


Except as set forth in
Item 6.3 of the Disclosure Schedule, no authorization or approval
or other action by, and no notice to or filing with, any
Governmental Authority or regulatory body or other Person other
than those that have been duly obtained or made and which are in
full force and effect is required for the due execution, delivery
or performance by the Borrower or any other Obligor of any Loan
Document to which it is a party.  Neither the Borrower nor any
of its Subsidiaries is an “investment company” within
the meaning of the Investment Company Act of 1940, as amended, or a
“holding company,” or a “subsidiary
company” of a “holding company,” or an
“affiliate” of a “holding company” or of a
“subsidiary company” of a “holding
company,” within the meaning of the Public Utility Holding
Company Act of 1935, as amended.


Section 6.4           
Validity, etc.


This Agreement and each
other Loan Document executed by the Borrower will, on the due
execution and delivery thereof, constitute, the legal, valid and
binding obligations of the Borrower, enforceable against the
Borrower in accordance with their respective terms; and each other
Loan Document executed by each other Obligor will, on the due
execution and delivery thereof by such Obligor, constitute the
legal, valid and binding obligation of such Obligor enforceable
against such Obligor in accordance with its terms (except, in any
case, as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally and by principles of
equity).


Section 6.5           
Financial Information.


The financial statements
of the Borrower and its Subsidiaries furnished to the
Administrative Agent and each Lender as of the Closing Date have
been prepared in accordance with GAAP consistently applied, and
present fairly the consolidated financial condition of the Persons
covered thereby as at the dates thereof and the results of their
operations for the periods then ended.  All balance sheets,
all statements of operations, shareholders’ equity and cash
flow and all other financial information of each of the Borrower
and its Subsidiaries furnished pursuant to Section 7.1
have been and will for periods following the Closing Date be
prepared in accordance with GAAP consistently applied, and do or
will present fairly the consolidated financial condition of the
Persons covered thereby as at the dates thereof and the results of
their operations for the periods then ended.


Section 6.6           
No Material Adverse Effect.


No Material Adverse Effect
has occurred since December 31, 2001with respect to the Borrower
and its Subsidiaries.


Section 6.7           
Litigation, Labor Controversies, etc.


There is no pending or, to
the knowledge of the Borrower or its Subsidiaries, threatened
litigation, action, proceeding, investigation or labor controversy
(a) affecting the Borrower or any of its Subsidiaries or any
Obligor, or any of their respective properties, businesses, assets
or revenues, which could, if adversely determined, have a Material
Adverse Effect except as disclosed in Item 6.7 of the
Disclosure Schedule or (b) which
purports to affect the legality, validity or enforceability of this
Agreement or any other Loan Document.


Section 6.8           
Subsidiaries.


The Borrower has no
Subsidiaries, except those Subsidiaries


(a)           
which are identified in Item 6.8 of the Disclosure Schedule;
or


(b)           
which constitute Investments permitted by Section 8.5
or which are permitted to have been organized or acquired in
accordance with Section 8.5 or 8.9.


Section 6.9           
Ownership of Properties.


The Borrower and each of
its Subsidiaries owns (a) in the case of owned real property, good
and marketable fee title to, and (b) in the case of owned personal
property, good and valid title to, or, in the case of leased real
or personal property, valid and enforceable leasehold interests (as
the case may be) in, all of its properties and assets, real and
personal, tangible and intangible, of any nature whatsoever, free
and clear in each case of all Liens or claims, except for Liens
permitted pursuant to Section 8.3.


Section 6.10           
Taxes.


The Borrower and each of
its Subsidiaries has timely filed all tax returns and reports
required by law to have been filed by it, and all such tax returns
are complete, accurate and correct in all material respects.  
The Borrower and each of its Subsidiaries has paid all material
taxes and governmental charges due and payable on or prior to the
date hereof, except any such taxes or charges which are being
diligently contested in good faith by appropriate proceedings and
for which adequate reserves in accordance with GAAP shall have been
set aside on its books.


Section 6.11           
Pension and Welfare Plans.


During the
twelve‐consecutive‐month period prior to the date of
the execution and delivery of this Agreement and prior to the date
of any Credit Extension hereunder, no steps have been taken to
terminate any Pension Plan under circumstances in which the Pension
Plan has insufficient assets to pay all of its benefit liabilities
(as required by section 4041(b)(1) of ERISA), and no contribution
failure has occurred with respect to any Pension Plan, sufficient
to give rise to a Lien under section 302(f) of ERISA.  No
condition exists or event or transaction has occurred with respect
to any Pension Plan which might result in the incurrence by the
Borrower or any member of the Controlled Group of any material
liability, material fine or material penalty.  Except as
disclosed in Item 6.11 of the Disclosure Schedule, neither
the Borrower nor any member of the Controlled Group has any
material contingent liability with respect to any
post‐retirement benefit under a Welfare Plan, other than
liability for continuation coverage described in Part 6 of
Title I of ERISA.


Section 6.12           
Environmental Warranties.


Except as set forth in
Item 6.12 of the Disclosure Schedule:


(a)           
all facilities and property (including underlying groundwater)
owned or leased by the Borrower or any of its Subsidiaries have
been, and continue to be, owned or leased by the Borrower and its
Subsidiaries in material compliance with all Environmental
Laws;


(b)           
there have been no past, and there are no pending or
threatened


(i) actions,
investigations, claims, complaints, notices or requests for
information received by the Borrower or any of its Subsidiaries
with respect to any alleged violation of any Environmental Law
which could result in a liability to the Borrower or its Restricted
Subsidiaries in excess of $5,000,000 individually or $10,000,000 in
the aggregate, or


(ii) actions,
investigations, complaints, notices or inquiries to the Borrower or
any of its Subsidiaries regarding potential liability under any
Environmental Law which could result in a liability to the Borrower
or its Restricted Subsidiaries in excess of $5,000,000 individually
or $10,000,000 in the aggregate;


(c)           
there have been no Releases of Hazardous Materials at, on or under
any property now or previously owned or leased by the Borrower or
any of its Subsidiaries that have, or could reasonably be expected
to result in a liability to the Borrower or its Restricted
Subsidiaries in excess of $5,000,000 individually or $10,000,000 in
the aggregate;


(d)           
the Borrower and its Subsidiaries have been issued and are in
material compliance with all permits, certificates, approvals,
licenses and other authorizations relating to environmental matters
and necessary for their businesses;


(e)           
no property now or previously owned or leased by the Borrower or
any of its Subsidiaries is listed or proposed for listing (with
respect to owned property only) on the National Priorities List
pursuant to CERCLA, on the CERCLIS or on any similar state list of
sites requiring investigation or clean‐up;


(f)           
there are no underground storage tanks, active or abandoned,
including petroleum storage tanks, on or under any property now or
previously owned or leased by the Borrower or any of its
Subsidiaries that, singly or in the aggregate, have, or could
reasonably be expected to result in a liability to the Borrower or
its Restricted Subsidiaries in excess of $5,000,000 individually or
$10,000,000 in the aggregate;


(g)           
neither the Borrower nor any Subsidiary of the Borrower has
directly transported or directly arranged for the transportation of
any Hazardous Material to any location which is listed or proposed
for listing on the National Priorities List pursuant to CERCLA, on
the CERCLIS or on any similar state list or which is the subject of
federal, state or local enforcement actions or other investigations
which may lead to material claims against the Borrower or such
Subsidiary for any response costs, remedial work, damage to natural
resources or personal injury, including claims under
CERCLA;


(h)           
there are no polychlorinated biphenyls or friable asbestos present
at any property now or previously owned or leased by the Borrower
or any Subsidiary of the Borrower that, singly or in the aggregate,
have, or could reasonably be expected to result in a liability to
the Borrower or its Restricted Subsidiaries in excess of $5,000,000
individually or $10,000,000 in the aggregate; and


(i)           
no conditions exist at, on or under any property now or previously
owned or leased by the Borrower which, with the passage of time, or
the giving of notice or both, would give rise to material liability
under any Environmental Law.


Section 6.13           
Accuracy of Information.


None of the factual
information heretofore or contemporaneously furnished by or on
behalf of the Borrower in writing to any Secured Party for purposes
of or in connection with this Agreement, or any transaction
contemplated hereby or with respect to any Permitted Acquisition or
the financing contemplated hereby (true and complete copies of
which were furnished to the Secured Parties in connection with its
execution and delivery hereof), contains any untrue statement of a
material fact, and none of the other factual information hereafter
furnished in connection with this Agreement or any other Loan
Document by the Borrower or any other Obligor to any Secured Party
will contain any untrue statement of a material fact on the date as
of which such information is dated or certified and, as of the date
of the execution and delivery of this Agreement by the
Administrative Agent and each Lender, the information delivered
prior to the date of execution and delivery of this Agreement
(unless such information specifically relates to a prior date) does
not, and the factual information hereafter furnished shall not on
the date as of which such information is dated or certified, omit
to state any material fact necessary to make any information not
misleading.


Section 6.14           
Regulations T, U and X.


No Obligor is engaged in
the business of extending credit for the purpose of purchasing or
carrying margin stock, and no proceeds of any Credit Extensions
will be used to purchase or carry margin stock or otherwise for a
purpose which violates, or would be inconsistent with, F.R.S. Board
Regulation T, U or X.  Terms for which meanings are
provided in F.R.S. Board Regulation T, U or X or any
regulations substituted therefor, as from time to time in effect,
are used in this Section with such meanings.


Section 6.15           
Government Contracts.


The Borrower is not
materially in default as to the terms of any government contract
and has received no notices of default or notices to cure under any
government contract for which the performance deficiency noted by
any Governmental Authority has not been cured or otherwise resolved
to such Governmental Authority’s satisfaction.


Section 6.16           
No Debarment.


The Borrower is not
subject to any pending or threatened debarment
proceedings.


Section 6.17           
Assignment of Payments.


Except with respect to
contracts for which the government has determined that a
prohibition on assignment of claims is in the government’s
interest, the Borrower has the right to assign to the
Administrative Agent all payments due or to become due under each
of the Borrower’s or the Restricted Subsidiary’s
government contracts, and there exists no uncancelled prior
assignment of payments under any of such Person’s government
contracts.


Section 6.18           
Solvency.


The Borrower and its
Subsidiaries, taken as a whole, are, and, upon the incurrence of
any Obligations by any Obligor (including, without limitation, the
making of the Loans, the delivery of the Subsidiary Guaranty and
the Liens created by the Collateral Documents) on any date on which
this representation is made, will be, Solvent.


ARTICLE VII



AFFIRMATIVE COVENANTS


The Borrower agrees with
each Lender, each Issuer and the Administrative Agent that until
all Commitments have expired or terminated, all Obligations have
been paid and performed in full and all Letters of Credit have
expired or terminated (or the Administrative Agent shall have
received cash (in a cash collateral account on terms satisfactory
to the Administrative Agent) in the amount of all Letters of Credit
Outstanding), the Borrower will, and will cause its Subsidiaries
to, perform or cause to be performed the obligations set forth
below.


Section 7.1           
Financial Information, Reports, Notices,
etc.


The Borrower will furnish
or cause to be furnished to the Administrative Agent (with
sufficient copies for each Lender) copies of the following
financial statements, reports, notices and information:


(a)           
as soon as available and in any event within 60 days after the end
of each of the first three Fiscal Quarters of each Fiscal Year, an
unaudited consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such Fiscal Quarter and consolidated
statements of income and cash flow of the Borrower and its
Subsidiaries for such Fiscal Quarter and for the period commencing
at the end of the previous Fiscal Year and ending with the end of
such Fiscal Quarter, and including (in each case), in comparative
form the figures for the corresponding Fiscal Quarter in, and year
to date portion of, the immediately preceding Fiscal Year,
certified as complete and correct by the chief financial or
accounting Authorized Officer of the Borrower;


(b)           
as soon as available and in any event within 105 days after the end
of each Fiscal Year, a copy of the consolidated balance sheet of
the Borrower and its Subsidiaries, and the related consolidated
statements of stockholders’ equity and cash flow and the
consolidated statements of income of the Borrower and its
Subsidiaries for such Fiscal Year, setting forth in comparative
form the figures for the immediately preceding Fiscal Year, audited
(without any Impermissible Qualification) by independent public
accountants acceptable to the Administrative Agent, stating that,
in performing the examination necessary to deliver the audited
financial statements of the Borrower, no knowledge was obtained of
any Default;


(c)           
concurrently with the delivery of the financial information
pursuant to clauses (a) and (b), a Compliance
Certificate, executed by the chief executive, financial or
accounting Authorized Officer of the Borrower, showing compliance
with the financial covenants set forth in Section 8.4
and stating that no Default has occurred and is continuing (or, if
a Default has occurred, specifying the details of such Default and
the action that the Borrower has taken or proposes to take with
respect thereto);


(d)           
as soon as possible and in any event within five days after the
Borrower or any of its Subsidiaries obtains knowledge of the
occurrence of a Default, a statement of the chief executive,
financial or accounting Authorized Officer of the Borrower setting
forth details of such Default and the action which the Borrower has
taken and proposes to take with respect thereto;


(e)           
as soon as possible and in any event within five days after the
Borrower or any of its Subsidiaries obtains knowledge of (i) the
occurrence of any material adverse development with respect to any
litigation, action, proceeding or labor controversy described in
Item 6.7 of the Disclosure Schedule or (ii) the
commencement of any litigation, action, proceeding or labor
controversy of the type and materiality described in
Section 6.7, notice thereof and, to the extent the
Administrative Agent requests, copies of all documentation relating
thereto;


(f)           
promptly after the sending or filing thereof, copies of all
reports, notices, prospectuses and registration statements which
the Borrower or any of its Subsidiaries files with the SEC or any
national securities exchange;


(g)           
immediately upon becoming aware of (i) the institution of any
steps by the Borrower or any other Person to terminate any Pension
Plan, (ii) the failure to make a required contribution to any
Pension Plan if such failure is sufficient to give rise to a Lien
under Section 302(f) of ERISA, (iii) the taking of any
action with respect to a Pension Plan which could result in the
requirement that the Borrower furnish a bond or other security to
the PBGC or such Pension Plan, or (iv) the occurrence of any
event with respect to any Pension Plan which could result in the
incurrence by the Borrower of any material liability, fine or
penalty, notice thereof and copies of all documentation relating
thereto;


(h)           
promptly upon receipt thereof from the Borrower’s audit
committee, copies of all “management letters” submitted
to the Borrower by the independent public accountants referred to
in clause (b) in connection with each audit made by
such accountants; and


(i)           
such other financial and other information as any Lender through
the Administrative Agent may from time to time reasonably request
(including information and reports in such detail as the
Administrative Agent may request with respect to the terms of and
information provided pursuant to the Compliance
Certificate).


Section 7.2           
Maintenance of Existence; Compliance with Laws,
etc.


The Borrower will, and
will cause each of its Subsidiaries to,


(a)           
except as otherwise permitted by Section 8.9, preserve
and maintain its legal existence; and


(b)           
comply in all material respects with all applicable laws, rules,
regulations and orders, including the payment, before the same
become delinquent, of all taxes, assessments and governmental
charges imposed upon the Borrower or its Subsidiaries or upon their
property except to the extent being diligently contested in good
faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP have been set aside on the books of the
Borrower or its Subsidiaries, as applicable.


Section 7.3           
Maintenance of Properties.


The Borrower will, and
will cause each of its Subsidiaries to, maintain, preserve, protect
and keep its and their respective properties in good repair,
working order and condition (ordinary wear and tear excepted), and
make necessary repairs, renewals and replacements so that the
business carried on by the Borrower and its Subsidiaries may be
properly conducted at all times, unless the Borrower determines in
good faith that the continued maintenance of such property is no
longer economically desirable.


Section 7.4           
Insurance.


The Borrower will, and
will cause each of its Subsidiaries to:


(a)           
maintain insurance on its property with financially sound and
reputable insurance companies against loss and damage in at least
the amounts (and with only those deductibles) customarily
maintained, and against such risks as are typically insured against
in the same general area, by Persons of comparable size engaged in
the same or similar business as the Borrower and its Subsidiaries;
and


(b)           
all worker’s compensation, employer’s liability
insurance or similar insurance as may be required under the laws of
any state or jurisdiction in which it may be engaged in
business.


Without limiting the
foregoing, all insurance policies required pursuant to this
Section shall (i) name the Administrative Agent on behalf
of the Secured Parties as loss payee (in the case of property
insurance) or additional insured (in the case of liability
insurance), as applicable, and provide that no cancellation or
modification of the policies will be made without thirty
days’ prior written notice (or ten days’ prior written
notice with respect to failure to pay the premium), to the
Administrative Agent and (ii) be in addition to any requirements to
maintain specific types of insurance contained in the other Loan
Documents.  Notwithstanding the foregoing, the insurance
proceeds for casualty and liability insurance covering Titan Africa
shall be excluded from the above-requirements.


Section 7.5           
Books and Records.


The Borrower will, and
will cause each of its Subsidiaries to, keep books and records in
accordance with GAAP which accurately reflect all of its business
affairs and transactions and permit the Administrative Agent and
each Lender or any of their respective representatives, at
reasonable times and intervals upon reasonable notice to the
Borrower, to visit its offices, to discuss its financial matters
with its officers and employees, and its independent public
accountants (and the Borrower hereby authorizes such independent
public accountants to discuss the Borrower’s and
Subsidiaries’ financial matters with the Administrative Agent
and each Lender or their representatives whether or not any
representative of the Borrower is present so long as the Borrower
has been given reasonable prior written notice of such meeting) and
to examine (and photocopy extracts from) any of its books and
records.  The Borrower shall pay any fees of such independent
public accountants incurred in connection with the Administrative
Agent’s or any Lender’s exercise of its rights pursuant
to this Section.  In addition to having the right to perform
field audits of the Borrower’s books and records, the
Administrative Agent shall have the right, but not the obligation,
to contact the contracting officer under any government contract
directly to determine the Borrower’s or any Restricted
Subsidiary’s contract performance
status on the government contract; however, any contact between the
Administrative Agent and the contracting officer shall be made on
reasonable notice to the Borrower and in the presence of a
representative or representatives of the Borrower.  At the
Administrative Agent’s request, the Borrower shall promptly
arrange for such communications between the Administrative Agent
and a contracting officer.


Section 7.6           
Environmental Law Covenant.


The Borrower will, and
will cause each of its Subsidiaries to,


(a)           
use and operate all of its facilities and properties in material
compliance with all Environmental Laws, keep all necessary permits,
approvals, certificates, licenses and other authorizations relating
to environmental matters in effect and remain in material
compliance therewith, and handle all Hazardous Materials in
material compliance with all applicable Environmental Laws;
and


(b)           
promptly notify the Administrative Agent and provide copies upon
receipt of all material written claims, complaints, notices or
inquiries relating to the condition of its facilities and
properties in respect of, or as to compliance with, Environmental
Laws, and shall promptly resolve any non‐compliance with
Environmental Laws and keep its property free of any Lien imposed
by any Environmental Law.


Section 7.7           
Future Subsidiaries; Collateral.


The Borrower shall
promptly notify the Administrative Agent upon any Person becoming a
Subsidiary, or upon an Obligor directly or indirectly acquiring
additional Capital Stock of any existing Subsidiary or real
property described in clause (d) below or upon the
acquisition of a majority of the Capital Stock of Sakon by one or
more Obligors, and


(a)           
such Person shall, if it is a U.S. Subsidiary, (i) execute and
deliver to the Administrative Agent a supplement to the Subsidiary
Guaranty and a supplement to the Subsidiary Security Agreement and
(ii) to the extent such U.S. Subsidiary is required to pledge stock
of a Subsidiary pursuant to clause (b) of
Section 7.7, execute and deliver to the Administrative
Agent a supplement to the Subsidiary Pledge Agreement, if not
already a party thereto as a pledgor, in a manner satisfactory to
the Administrative Agent;


(b)           
the Borrower and each U.S. Subsidiary shall, pursuant to the
applicable Pledge Agreement (as supplemented, if necessary, by a
foreign pledge agreement in form and substance satisfactory to the
Administrative Agent), pledge to the Administrative Agent all of
the outstanding shares of Capital Stock of (i) each U.S. Subsidiary
and (ii) any Subsidiary that is not a U.S. Subsidiary that in
either case is owned (other than where such ownership is in such
U.S. Subsidiary’s capacity as a nominee shareholder) directly
by the Borrower or such U.S. Subsidiary (provided that
subject to the provisions below, not more than 65% of the Capital
Stock of any Foreign Subsidiary shall be so pledged), along with
undated stock powers for such certificates, executed in blank (or,
if any such shares of Capital Stock are uncertificated,
confirmation and evidence satisfactory to the Administrative Agent
that the security interest in such uncertificated securities has
been perfected (as a first priority Lien) by the Administrative
Agent, for the benefit of the Secured Parties, in accordance with
the U.C.C. or any other similar or local or foreign law which may
be applicable); and


(c)           
the Borrower and each U.S. Subsidiary shall, pursuant to the
applicable Pledge Agreement, pledge to the Administrative Agent for
its benefit and that of the Secured Parties, all intercompany notes
evidencing Indebtedness in favor of the Borrower or such U.S.
Subsidiary (which shall be in a form acceptable to the
Administrative Agent);


together, in each case,
with such opinions of legal counsel for the Borrower, which may be
the corporate general counsel of the Borrower (which shall be from
counsel satisfactory to the Administrative Agent) relating thereto
which may be requested by the Administrative Agent or the Required
Lenders, which legal opinions shall be in form and substance
satisfactory to the Administrative Agent.  The Borrower agrees
that if, as a result of a change in law after the date hereof, (i)
a Foreign Subsidiary can execute and deliver a supplement to the
Subsidiary Guaranty or execute and deliver a supplement to the
Subsidiary Pledge Agreement as a pledgor or (ii) the Borrower or
any Subsidiary can pledge more than 65% of the Capital Stock of any
Foreign Subsidiary or any intercompany Indebtedness of any
Subsidiary evidenced by a note or other instrument, in any such
case without material adverse tax consequences to the Borrower or
such Subsidiary, then the provisions of clause (a) of
this Section shall thereafter apply to any Foreign Subsidiary
and/or (as the case may be) the provisions of
clause (b) of this Section shall thereafter apply
to 100% of the Capital Stock of such Foreign Subsidiary owned by
the Borrower or a Guarantor.


The Borrower shall, and
shall cause each of its Subsidiaries to, cause the Administrative
Agent on behalf of the Secured Parties to have at all times a first
priority perfected security interest (subject only to Liens
permitted under Section 8.3 and subject to the
Obligors’ right to sell, lease, transfer, contribute and
otherwise convey assets in accordance with
Sections 8.10 and 8.14 free and clear of all
Secured Party Liens) in all of the property (real and personal,
including Capital Stock owned by such Obligors) now or hereafter
acquired from time to time by the Borrower and such Subsidiaries to
the extent the same is of the type of property that constitutes
Collateral or is required to be pledged or assigned to the
Administrative Agent on behalf of the Secured Parties
hereunder.  Without limiting the generality of the foregoing,
the Borrower shall, and shall cause each of its Subsidiaries to,
promptly execute, deliver and/or file (as applicable) U.C.C.
financing statements and other instruments and documentation deemed
necessary by the Administrative Agent to grant and perfect such
security interest, in each case in form and substance satisfactory
to the Administrative Agent.


Notwithstanding the
foregoing, in no event shall (i) any member of the SureBeam Group,
LinCom Wireless and its Subsidiaries, Titan Capital Trust, Titan
Africa, Inc. and its Subsidiaries, Sakon and its Subsidiaries, or
any other Subsidiary which is not a Restricted Subsidiary, be
subject to the provisions of this Section 7.7 or be
required to grant any Liens in favor of the Administrative Agent on
behalf of the Secured Parties, (ii) the Borrower or any Subsidiary
be required to grant any Lien on any Capital Stock of Titan Capital
Trust or any member of the SureBeam Group or (iii) Afripa be
required to execute the Subsidiary Guaranty, the Subsidiary
Security Agreement or the Subsidiary Pledge Agreement or grant any
Lien on any Capital Stock of any of its Foreign
Subsidiaries.


Section 7.8           
Use of Proceeds.


The Borrower will apply
the proceeds of the Loans only in accordance with
clauses (i), (ii), (iii) and (iv)
below:


(i) for working capital
and general corporate purposes of the Borrower and its Restricted
Subsidiaries, including Permitted Acquisitions and other
Investments by such Persons;


(ii) to pay fees and
expenses related to the Loans and the Letters of Credit;


(iii) to finance Capital
Expenditures; and


(iv) to repay certain
existing Indebtedness of the Borrower and its Subsidiaries and pay
related fees and expenses.


Section 7.9           
Contract Obligations.


The Borrower shall, and
shall cause each Restricted Subsidiary, to perform in accordance
with its terms every contract, agreement, obligation or other
arrangement to which such Person is a party or by which it or any
of its property is bound, including government contracts.  In
the event that any material default or material performance
deficiency occurs, the Borrower shall notify the Administrative
Agent promptly in writing.  The Borrower shall provide the
Administrative Agent promptly with copies of any cure notices or
default notices it may receive from a Governmental Authority on any
government contract and detail the proposed corrective
action.  At the Administrative Agent’s request, the
Borrower shall also provide the Administrative Agent with copies of
any stop work notices in effect at the date of the Administrative
Agent’s request.


Section 7.10           
Mortgages on Real Property.


If the Borrower and the
Restricted Subsidiaries shall own, individually or in the
aggregate, real property having an aggregate value as determined in
good faith by the Administrative Agent in excess of $25,000,000,
upon the request of the Administrative Agent, the Persons owning a
sufficient portion of such real property so as to reduce the
unmortgaged portion of all such real property to a value less than
$25,000,000 (the “Excess Real Property”), will
execute and deliver to the Administrative Agent a mortgage in form
and substance satisfactory to the Administrative Agent for such
Excess Real Property, together with (i) mortgagee’s title
insurance policies in amounts, in form and substance (including, if
available, a revolving credit endorsement) and issued by insurers
satisfactory to the Administrative Agent, and such policies shall
be accompanied by evidence of the payment in full of all premiums
thereon, and (ii) such opinions of legal counsel for the Borrower
requested by the Administrative Agent in form and substance
satisfactory to the Administrative Agent.  If one or more
parcels of real property constitute Excess Real Property, the
Administrative Agent shall be entitled to elect the parcel having
the higher value to become subject to a mortgage as provided
above.  The Borrower and the Restricted Subsidiaries will
promptly furnish written notice to the Administrative Agent upon
their acquisition of real property in excess of
$25,000,000.


Section 7.11           
Compliance with Assignment of Claims
Act. 


Upon the occurrence and
during the continuation of an Event of Default, and if requested by
the Administrative Agent, the Borrower and its Restricted
Subsidiaries will take all actions and execute any necessary
documents requested by the Administrative Agent (and pay all
expenses in connection therewith) to comply with the Assignment of
Claims Act with respect to all government contracts of the Borrower
and its Restricted Subsidiaries with, or all claims of the Borrower
and its Restricted Subsidiaries against, a Governmental Authority
to the extent such governmental contracts are subject to the
Assignment of Claims Act.


Section 7.12           
SureBeam Loan Documents. 


The Borrower shall deliver
to the Administrative Agent promptly after execution thereof, a
final executed copy of the loan agreement evidencing the SureBeam
Loan, which agreement shall be satisfactory to the Administrative
Agent, together with all stock certificates and other instruments
securing the SureBeam Loan.


ARTICLE
VIII



NEGATIVE COVENANTS


The Borrower covenants and
agrees with each Lender, each Issuer and the Administrative Agent
that until all Commitments have expired or terminated, all
Obligations have been paid and performed in full and all Letters of
Credit have expired or terminated (or the Administrative Agent
shall have received immediately available funds in a collateral
account on terms satisfactory to the Administrative Agent in the
amount of all Letters of Credit Outstanding), the Borrower will
not, and will not permit its Restricted Subsidiaries to, do any of
the following.


Section 8.1           
Business Activities.


The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, engage in
any business activity except those business activities primarily
engaged in by the Borrower and its Restricted Subsidiaries as of
the Closing Date and activities reasonably incidental
thereto.


Section 8.2           
Indebtedness.


The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, create,
incur, assume or permit to exist any Indebtedness, other
than:


(a)           
Indebtedness in respect of the Obligations;


(b)           
Indebtedness in respect of Hedging Obligations;


(c)           
Indebtedness existing as of the Closing Date which is identified in
Item 8.2 of the Disclosure Schedule;


(d)           
unsecured Indebtedness not owing to the Borrower or a Restricted
Subsidiary (i) incurred in the ordinary course of business of the
Borrower and the Restricted Subsidiaries (including open accounts
extended by suppliers on normal trade terms in connection with
purchases of goods and services which are not overdue for a period
of more than 90 days or, if overdue for more than 90 days, as to
which a dispute exists and adequate reserves in conformity with
GAAP have been established on the books of the Borrower or such
Restricted Subsidiary) and (ii) in respect of performance, surety
or appeal bonds provided in the ordinary course of business, but
excluding (in each case), Indebtedness incurred through the
borrowing of money or Contingent Liabilities in respect
thereof;


(e)           
Indebtedness of any Guarantor or wholly owned Restricted Subsidiary
owing to the Borrower or another Restricted Subsidiary;
provided that in each case, such Indebtedness shall be
evidenced by one or more promissory notes in form and substance
satisfactory to the Administrative Agent, duly executed and
delivered in pledge to the Administrative Agent pursuant to a Loan
Document, and shall not be forgiven or otherwise discharged for any
consideration other than payment in full or in part in cash
(provided that only the amount repaid in full or in part
shall be discharged and provided, further any such
amounts owed by any member of the Cayenta Group or Sakon may be
converted to or exchanged for equity of such Person);


(f)           
unsecured Indebtedness (not evidenced by a note or other
instrument) of the Borrower owing to a Restricted Subsidiary that
has previously executed and delivered to the Administrative Agent
the Interco Subordination Agreement;


(g)           
Indebtedness incurred after the Closing Date of the Borrower and
the Restricted Subsidiaries in respect of purchase money
Indebtedness and Capitalized Lease Liabilities which does not
exceed $50,000,000 in the aggregate;


(h)           
Indebtedness of the Borrower to Titan Capital Trust consisting of
the Debentures in an aggregate principal amount not to exceed
$257,732,000 plus the amount of any accrued interest which is added
to principal in accordance with the HIGH TIDES Documents and the
Sub Debt Documents;


(i)           
Subordinated Debt described in clause (ii) of the definition
thereof;


(j)           
Indebtedness of a newly-acquired Subsidiary of the Borrower, which
entity (or the assets thereof) was acquired after the Closing Date
as a Permitted Acquisition and which Indebtedness was in existence
at the time of acquisition by the Borrower of such entity (or the
assets thereof), and not incurred in contemplation of such
acquisition, not to exceed $20,000,000 in the aggregate
outstanding;


(k)           
unsecured Indebtedness of Sakon owing to the Borrower or any
Restricted Subsidiary in an aggregate amount not to exceed
$15,000,000 outstanding at any time; and


(l)           
other unsecured Indebtedness incurred after the Closing Date of the
Borrower and the Restricted Subsidiaries in an aggregate amount at
any time outstanding not to exceed $50,000,000.


Section 8.3           
Liens.


The Borrower will not, and
will not permit any of its Restricted  Subsidiaries to,
create, incur, assume or permit to exist any Lien upon any of its
property (including Capital Stock of any Person), revenues or
assets, whether now owned or hereafter acquired, except:


(a)           
Liens securing payment of the Obligations;


(b)           
Liens existing as of the Closing Date and disclosed in Item
8.3 of the Disclosure Schedule securing Indebtedness
described in clause (c) of Section 8.2;
provided that no such Lien shall encumber any additional
collateral and the amount of Indebtedness secured by such Lien is
not increased from that existing on the Closing Date;


(c)           
Liens for taxes, assessments or other governmental charges or
levies not at the time delinquent or thereafter payable without
penalty or being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books;


(d)           
Liens in favor of carriers, warehousemen, mechanics, materialmen
and landlords granted in the ordinary course of business for
amounts not overdue or being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its
books;


(e)           
Liens incurred or deposits made in the ordinary course of business
in connection with workmen’s compensation, unemployment
insurance or other forms of governmental insurance or benefits, or
to secure performance of tenders, statutory obligations, bids,
leases or other similar obligations (other than for borrowed money)
entered into in the ordinary course of business or to secure
obligations on surety and appeal bonds or performance
bonds;


(f)           
judgment Liens in existence for less than 45 days after the entry
thereof or with respect to which execution has been stayed or the
payment of which is covered in full (subject to a customary
deductible) by insurance maintained with responsible insurance
companies and which do not otherwise result in an Event of Default
under Section 9.1(f);


(g)           
easements, rights‐of‐way, zoning restrictions, minor
defects or irregularities in title and other similar encumbrances
not interfering in any material respect with the value or use of
the property to which such Lien is attached; and


(h)           
Liens securing payment of Indebtedness described in
Section 8.2(g) used to purchase or lease assets of the
Borrower or any Restricted Subsidiary so long as such Lien extends
only to the asset or assets so financed.


Section 8.4           
Financial Condition and Operations.


The Borrower will not
permit to occur any of the events set forth below.


(a)           
Total Debt to EBITDA Ratio.  The Borrower will not
permit the Total Debt to EBITDA Ratio as of the last day of any
Fiscal Quarter to be greater than the ratio set forth opposite such
date:


	
Fiscal
Year

	
March
31

	
June
30

	
September 30

	
December
31


	
2002

	
3.50 to
1.0

	
3.50 to
1.0

	
3.50 to
1.0

	
3.50 to
1.0


	
2003

	
3.50 to
1.0

	
3.25 to
1.0

	
3.25 to
1.0

	
3.25 to
1.0


	
2004

	
3.25 to
1.0

	
3.00 to
1.0

	
3.00 to
1.0

	
3.00 to
1.0


	
2005

	
3.00 to
1.0

	
3.00 to
1.0

	
3.00 to
1.0

	
2.75 to
1.0


	
Thereafter

	
2.75 to
1.0

	
2.75 to
1.0

	
2.75 to
1.0

	
2.75 to
1.0





(b)           
Minimum Net Worth.  The Borrower shall not at any time
permit its Net Worth to be less than the sum of (u) $475,000,000,
plus (v) 50% of Net Income in excess of zero for all
Fiscal Quarters, commencing with the Fiscal Quarter ending June 30,
2002, plus (w) the product of 80% times the net cash
proceeds derived from the issuance of common stock by the Borrower
after the Closing Date, minus (x) the net decrease to the
Borrower’s shareholders’ equity resulting from the
deferred compensation charge related to employee, director, officer
and consultant stock options, minus (y) the net decrease to
the Borrower’s shareholders’ equity resulting from the
tax free spin-off of SureBeam, minus (z) charges resulting
from the implementation of FASB 142 taken not later than December
31, 2002.


(c)           
Fixed Charge Coverage Ratio.  The Borrower will not
permit the Fixed Charge Coverage Ratio as of the end of any Fiscal
Quarter to be less than the ratio set forth opposite such
date:


	
Fiscal
Year

	
March
31

	
June
30

	
September 30

	
December
31


	
2002

	
1.20 to
1.0

	
1.20 to
1.0

	
1.20 to
1.0

	
1.20 to
1.0


	
2003

	
1.20 to
1.0

	
1.25 to
1.0

	
1.25 to
1.0

	
1.25 to
1.0


	
2004

	
1.25 to
1.0

	
1.35 to
1.0

	
1.35 to
1.0

	
1.35 to
1.0


	
Thereafter

	
1.35 to
1.0

	
1.35 to
1.0

	
1.35 to
1.0

	
1.35 to
1.0





(d)           
Interest Coverage Ratio.  The Borrower will not permit
the Interest Coverage Ratio as of the last day of any Fiscal
Quarter, commencing with the Fiscal Quarter ending March 31, 2002
through March 31, 2004, to be less than 2.75 to 1.0. and for each
Fiscal Quarter thereafter, to be less than 3.0 to 1.0.


(e)           
Any calculation to determine compliance with
clause (a), (b), (c) or (d) of
this Section 8.4, to determine the Applicable Margin or
to determine whether a Default has occurred or would occur as a
result of a particular transaction shall be on a pro
forma basis and calculated on the assumption that any
Permitted Acquisitions or other relevant transaction which occurred
during the relevant period were consummated on the first day of
such period.


Section 8.5           
Investments. 


The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, purchase,
make, incur, assume or permit to exist any Investment in any other
Person, except:


(a)           
Investments existing on the Closing Date and identified in Item
8.5 of the Disclosure Schedule;


(b)           
Cash Equivalent Investments;


(c)           
without duplication, Investments to the extent permitted as
Indebtedness pursuant to Section 8.2;


(d)           
Investments by way of contributions to capital or purchases of
equity (i) by the Borrower in any Guarantor or any wholly owned
Restricted Subsidiary, or by any Guarantor or any wholly owned
Restricted Subsidiary in another Guarantor or wholly owned
Restricted Subsidiary; or (ii) by any Subsidiary in the Borrower;
provided that all Capital Stock or notes acquired pursuant
to this clause (d) shall be pledged to the
Administrative Agent, for the benefit of the Secured Parties,
pursuant to Section 7.7 and the Collateral
Documents;


(e)           
Investments constituting (i) accounts receivable arising, (ii)
trade debt granted or (iii) deposits made in connection with the
purchase price of goods or services, in each case in the ordinary
course of business;


(f)           
Investments by way of Permitted Acquisitions;


(g)           
Investments received in connection with the bankruptcy or
reorganization of, or settlement of delinquent accounts and
disputes with, customers and suppliers, in each case in the
ordinary course of business;


(h)           
Investments consisting of any deferred portion of the sales price
received by the Borrower or any Restricted Subsidiary in connection
with any asset sale permitted under
Section 8.10;


(i)           
Hedging Agreements;


(j)           
Investments after the Closing Date consisting of loans or advances
to employees of the Borrower or any Restricted Subsidiary in
connection with any stock option relinquishment plan duly adopted
by the Borrower or any Restricted Subsidiary so long as the
aggregate amount outstanding with respect to such loans and
advances does not exceed $10,000,000 at any time;


(k)           
the HIGH TIDES or the Existing Subordinated Debt acquired in
exchange for common Capital Stock of the Borrower;


(l)           
after the Closing Date, other Investments (other than a Permitted
Acquisition) in an amount not to exceed $95,000,000 in the
aggregate over the remaining term of this Agreement (or
$170,000,000 in the aggregate if as of the last day of the fiscal
quarter ending prior to the date of any such Investment the ratio
of Total Debt (as of the last day of such fiscal quarter) to EBITDA
(for the four fiscal quarterly periods then ending) is less than
2.5 to 1.0);


(m)           
the Borrower and its Restricted Subsidiaries may make Restricted
Payments as permitted under Section 8.6; and


(n)           
the SureBeam Loan;


provided,
however, that


(i) any Investment which
when made complies with the requirements of clause (a),
(b) or (c) of the definition of the term “Cash
Equivalent Investment” may continue to be held
notwithstanding that such Investment if made thereafter would not
comply with such requirements; and


(ii) no Investment
otherwise permitted by clause (c), (d),
(e), (f), (g), (j), (k),
(l), (m) or (n) shall be permitted to be made
if any Default has occurred and is continuing or would result
therefrom.


Section 8.6           
Restricted Payments, etc.


The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, declare or
make a Restricted Payment, or make any deposit for any Restricted
Payment, other than:


(a)           
dividends or distributions by the Borrower payable in common stock
of the Borrower;


(b)           
Restricted Payments made by Restricted Subsidiaries to the
Borrower, any Guarantor or any wholly owned Restricted
Subsidiary;


(c)           
Restricted Payments consisting of the cashing-out of employee stock
options in the Borrower’s or any Restricted
Subsidiary’s Capital Stock so long as the aggregate amount of
all such Restricted Payments during the term of this Agreement does
not exceed $3,500,000;


(d)           
the conversion of HIGH TIDES or Existing Subordinated Debt into
common Capital Stock of the Borrower;


(e)           
the payments and issuance and distribution of common Capital Stock
made in connection with the SureBeam Spin-Off;


(f)           
the Borrower and its Restricted Subsidiaries may take such actions
as are permitted under Sections 8.5 and
8.7;


(g)           
the payment of accrued and unpaid distributions by Titan Capital
Trust on the HIGH TIDES so long as no Default shall have occurred
and be continuing or would result therefrom; and


(h)           
the payment of dividends on the preferred stock of the Borrower
payable on a quarterly basis not to exceed $180,000 per quarter so
long as no Default shall have occurred and be continuing or would
result therefrom.


Section 8.7           
Subordinated Debt.


The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, (a) make any
payment or prepayment of principal of, or premium or interest on,
any Subordinated Debt; (b) pay or cause to be paid any
consideration, whether by way of payment of principal, interest,
fee, indemnity or otherwise, to (i) any holder of any Indebtedness
(in its capacity as such) that is subordinate or junior in right of
payment to amounts owing hereunder or (ii) any holder (in its
capacity as such) of any Capital Stock or other securities of any
Obligor or any warrants, options or subscription rights with
respect to any Capital Stock of any Obligor (whether as payment of
such obligations, Capital Stock, securities, warrants, options or
subscription rights or otherwise or as inducement to, any consent,
waiver or amendment of any of the
terms or provisions of the documentation evidencing such
Subordinated Debt or such Capital Stock, securities, warrants,
options or subscription rights); (c) refinance, redeem, retire,
purchase, defease or otherwise acquire any Subordinated Debt; or
(d) make any deposit (including the payment of amounts into a
sinking fund or other similar fund) for any of the foregoing
purposes; provided that


(i) the Borrower and its
Restricted Subsidiaries may pay, in the case of interest only,
interest on such Subordinated Debt no earlier than the stated,
scheduled date for such payment of interest set forth in the Sub
Debt Documents governing such Subordinated Debt, so long as no
Default shall have occurred and be continuing or would result
therefrom;


(ii) the Borrower may
remarket the Debentures in accordance with the HIGH TIDES Documents
and the Sub Debt Documents and pay any interest thereon in
accordance with clause (i) above;


(iii) the Borrower may
redeem the HIGH TIDES and/or the Existing Subordinated Debt with up
to 100% of the Net Proceeds of Replacement Equity
Securities;


(iv) the Borrower may
redeem the HIGH TIDES and/or the Existing Subordinated Debt with up
to 50% of the Net Proceeds of new Subordinated Debt so long (A) no
Default shall have occurred and be continuing or would result
therefrom and (B) after giving effect to the incurrence of such new
Subordinated Debt the Total Senior Debt to EBITDA Ratio on a
pro forma basis would not be greater than 2.0 to
1.0;


(v) the Borrower may (A)
redeem Subordinated Debt with Net Proceeds from the issuance of its
common Capital Stock or (B) convert or exchange Subordinated Debt
into or for its common Capital Stock so long as any such Capital
Stock is as subordinated and junior in right of payment to amounts
owing hereunder as is the Subordinated Debt; and


(vi) the Borrower and its
Restricted Subsidiaries may make Restricted Payments as permitted
under Section 8.6.


Section 8.8           
Stock of Restricted Subsidiaries.


The Borrower will not
permit any of its Restricted Subsidiaries to (a) issue any Capital
Stock (whether for value or otherwise) to any Person other than (i)
officers or employees of the Restricted Subsidiaries, in connection
with incentive compensation programs or employee benefit plans,
(ii) the Borrower, a Guarantor or another wholly owned
Restricted Subsidiary and (iii) in connection with any remarketing
of the HIGH TIDES or (b) other than as set forth in
Section 8.6, become liable in respect of any obligation
(contingent or otherwise) to purchase, redeem, retire, acquire or
make any other payment in respect of any shares of Capital Stock of
the Borrower or any Restricted Subsidiary or any option, warrant or
other right to acquire any such shares of Capital Stock;
provided, however, that Titan Capital Trust may incur
such obligations contemplated by the HIGH TIDES Documents (it being
understood that performance of such obligations shall be subject to
the provisions of this Agreement); provided further,
that the options and warrants issued by the Guarantors as set forth
in Item 8.8 of the Disclosure Schedule shall be
permitted; and provided further, that each Restricted
Subsidiary may issue options and warrants for up to twenty-five
percent (25%) of such Restricted Subsidiary’s Capital
Stock, inclusive of options and warrants issued by such Restricted
Subsidiary as set forth in Item 8.8 of the Disclosure
Schedule.


Section 8.9           
Consolidation, Merger, etc.


The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, liquidate or
dissolve, consolidate with, or merge into or with, any other
Person, or purchase or otherwise acquire all or substantially all
of the assets of any Person (or of any division thereof),
except:


(a)           
any Guarantor may liquidate or dissolve voluntarily into, and may
merge with and into, the Borrower (provided that the Borrower is
the surviving Person) or any other Guarantor, and the assets or
stock of any Guarantor may be purchased or otherwise acquired by
the Borrower or any other Guarantor; provided
further, that in no event shall any Guarantor consolidate
with or merge with and into any other Guarantor unless after giving
effect thereto, the Administrative Agent shall have a perfected
pledge of, and security interest in and to, at least the same
percentage of the issued and outstanding shares of Capital Stock of
the surviving Person as the Administrative Agent had immediately
prior to such merger or consolidation in form and substance
satisfactory to the Administrative Agent and its counsel, pursuant
to such documentation and opinions as shall be necessary in the
opinion of the Administrative Agent to create, perfect or maintain
the collateral position of the Administrative Agent and the Secured
Parties therein as contemplated by this Agreement; and


(b)           
so long as no Default has occurred and is continuing or would occur
after giving effect thereto, the Borrower or any Guarantor may (to
the extent permitted by clause (f) of Section 8.5)
purchase all or substantially all of the assets or stock of any
Person (or any division thereof) (other than the Borrower or any
Restricted Subsidiary, such intercompany transactions being subject
to clause (a)), or acquire such Person by merger
(provided, in each case, that the Borrower is the surviving Person
in any merger or consolidation it is a party to).


Section 8.10           
Permitted Dispositions.


Other than in connection
with the Borrower’s incentive compensation arrangements, the
Borrower will not, and will not permit any of its Restricted
Subsidiaries to, sell, transfer, lease, contribute or otherwise
convey (including by way of merger), or grant options, warrants or
other rights with respect to, any of the Borrower’s or such
Restricted Subsidiaries’ assets (including accounts
receivable and Capital Stock of the Restricted Subsidiaries) to any
Person in one transaction or series of transactions unless such
transaction is (a)(i) in the ordinary course of its business
(including, without limitation, leasing of equipment of the Titan
Wireless or Titan Scan business units) so long as such transaction
does not involve all or substantially all of the Borrower’s
or a Restricted Subsidiary’s assets, or (ii) transactions
between or among the Borrower and the Guarantors or the
Borrower’s wholly owned Restricted Subsidiaries, (b) of
assets having an aggregate fair market value not in excess of
$75,000,000 per transaction or series of related transactions so
long as the Borrower complies with Section 3.1
(subject to the right to purchase Qualified Assets as provided in
the definition of Net Proceeds) or (c) the SureBeam Spin-Off.


Section 8.11           
Modification of Certain Agreements.


The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, consent to
any amendment, supplement, waiver or other modification of, or
enter into any forbearance from exercising any rights with respect
to the terms or provisions contained in,


(a)           
the Sub Debt Documents or the HIGH TIDES Documents, other than (i)
pursuant to the remarketing provisions contained in the HIGH TIDES
Documents or (ii) any amendment, supplement, waiver or
modification which (x) extends the date or reduces the amount of
any required repayment, prepayment or redemption of the principal
of such Subordinated Debt or the liquidation value of the HIGH
TIDES, (y) reduces the rate or extends the date of payment of the
interest, premium (if any) or fees payable on such Subordinated
Debt or the distributions payable on the HIGH TIDES, or (z) makes
the covenants, events of default or remedies in such Sub Debt
Documents or HIGH TIDES Documents less restrictive on the Borrower
or Titan Capital Trust; or


(b)           
each purchase agreement pursuant to which a Permitted Acquisition
occurs; or


(c)           
the Borrower’s or any Restricted Subsidiary’s Organic
Documents to the extent that any such change would be adverse to
the interests of the Secured Parties.


Section 8.12           
Transactions with Affiliates.


The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, enter into
or cause or permit to exist any arrangement or contract (including
for the purchase, lease or exchange of property or the rendering of
services) with any of its other Affiliates, unless such arrangement
or contract (i) is on fair and reasonable terms no less favorable
to the Borrower or such Restricted Subsidiary than it could obtain
in an arm’s‐length transaction with a Person that is
not an Affiliate and (ii) is of the kind which would be entered
into by a prudent Person in the position of the Borrower or such
Restricted Subsidiary with a Person that is not one of its
Affiliates.


Section 8.13           
Restrictive Agreements, etc.


The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, enter into
any agreement prohibiting


(a)           
the creation or assumption of any Lien upon its properties,
revenues or assets, whether now owned or hereafter
acquired;


(b)           
the ability of any Obligor to amend or otherwise modify this
Agreement or any other Loan Document; or


(c)           
the ability of any Restricted Subsidiary to make any payments,
directly or indirectly, to the Borrower, including by way of
dividends, advances, repayments of loans, reimbursements of
management and other intercompany charges, expenses and accruals or
other returns on investments.


The foregoing prohibitions
shall not apply to restrictions contained in this Agreement and any
other Loan Document.


Section 8.14           
Sale and Leaseback.


The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, directly or
indirectly enter into any agreement or arrangement providing for
the sale or transfer by it of any property (now owned or hereafter
acquired) to a Person and the subsequent lease or rental of such
property or other similar property from such Person involving an
amount of sale proceeds in excess of $15,000,000 per transaction or
series of related transactions.  The Net Proceeds of such sale
and leaseback shall be applied by the Borrower pursuant to
Section 3.1(d) (subject to the right to purchase
Qualified Assets as provided in the definition of Net
Proceeds).


Section 8.15           
Indebtedness of Foreign Subsidiaries.


The Borrower will not
permit any of its direct or indirect Foreign Subsidiaries (other
than any Foreign Subsidiary which is a member of the Afripa Group)
to create, incur, assume or permit to exist any Indebtedness in
excess of $20,000,000 in the aggregate at any one time outstanding,
other than any such Indebtedness which is non‐recourse to the
Borrower or any of its U.S. or Foreign Subsidiaries (other than the
Foreign Subsidiary which incurred such Indebtedness).


Section 8.16           
Restrictions on Titan Capital Trust.


Notwithstanding anything
herein to the contrary, the Borrower shall not permit Titan Capital
Trust to engage in any business or conduct any activities other
than as permitted under the Declaration of Trust.


ARTICLE IX



EVENTS OF DEFAULT


Section 9.1           
Events of Default.


Each of the following
events or occurrences described in this Article shall
constitute an “Event of Default.”


(a)           
Non‐Payment of Obligations.  The Borrower shall
default in the payment or prepayment when due of


(i) any principal of or
interest on any Loan, or any Reimbursement Obligation or any
deposit of cash for collateral purposes pursuant to
Section 2.11(e); or


(ii) any fee described in
Article III or any other monetary Obligation and such default
shall continue unremedied for a period of three days (including one
Business Day) after such amount was due.


(b)           
Breach of Warranty.  Any representation or warranty of
any Obligor made or deemed to be made in any Loan Document
(including any certificates delivered pursuant to
Article V is or shall be incorrect (i) in any respect
when made or deemed to have been made (with respect to
representations and warranties qualified by materiality or a
Material Adverse Effect) or (ii) in any material respect when made
or deemed to have been made (with respect to all other
representations or warranties).


(c)           
Non‐Performance of Certain Covenants and
Obligations.  The Borrower shall default in the due
performance or observance of any of its obligations under
Section 7.1, Section 7.8 or
Article VIII or any Obligor shall default in the due
performance or observance of its obligations under (i)
Article III or IV of the Subsidiary Guaranty, (ii)
Article III or IV of a Security Agreement, or (iii)
Article III or IV of a Pledge Agreement.


(d)           
Non‐Performance of Other Covenants and
Obligations.  Any Obligor shall default in the due
performance and observance of any other agreement contained herein
or in any other Loan Document executed by it, and such default
shall continue unremedied for a period of 30 days after notice
thereof shall have been given to the Borrower by the Administrative
Agent or any Lender.


(e)           
Default on Other Indebtedness.  A default shall occur
in the payment when due (subject to any applicable grace period),
whether by acceleration or otherwise, of any Indebtedness
(including for purposes of this Section 9.1(e), all
items which, in accordance with GAAP, would be included as
liabilities on the liability side of the balance sheet of a Person
as of the date at which Indebtedness is to be determined, but
excluding Indebtedness described in Section 9.1(a)) of
the Borrower or any of its Subsidiaries (other than any member of
the SureBeam Group) or any other Obligor having a principal amount,
individually or in the aggregate, in excess of $10,000,000, or a
default shall occur in the performance or observance of any
obligation or condition with respect to such Indebtedness if the
effect of such default is to accelerate the maturity of any such
Indebtedness or such default shall continue unremedied for any
applicable period of time sufficient to permit the holder or
holders of such Indebtedness, or any trustee or agent for such
holders, to cause or declare such Indebtedness to become due and
payable or to require such Indebtedness to be prepaid, redeemed,
purchased or defeased, or require an offer to purchase or defease
such Indebtedness to be made, prior to its expressed
maturity.


(f)           
Judgments.  Any judgment or order for the payment of
money in excess of $10,000,000 (exclusive of any amounts fully
covered by insurance (less any applicable deductible) and as to
which the insurer has acknowledged its responsibility to cover such
judgment or order) shall be rendered against the Borrower or any of
its Subsidiaries (other than any member of the SureBeam Group) or
any other Obligor and such judgment shall not have been vacated or
discharged or stayed or bonded pending appeal within 30 days after
the entry thereof.


(g)           
Pension Plans.  Any of the following events shall occur
with respect to any Pension Plan


(i) the institution of any
steps by the Borrower, any member of its Controlled Group or any
other Person to terminate a Pension Plan if, as a result of such
termination, the Borrower or any such member could be required to
make a contribution to such Pension Plan, or could reasonably
expect to incur a liability or obligation to such Pension Plan, in
excess of $5,000,000; or


(ii) a contribution
failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under section 302(f) of ERISA.


(h)           
Change in Control.  Any Change in Control shall
occur.


(i)           
Bankruptcy, Insolvency, etc.  The Borrower, any of its
Restricted Subsidiaries, any other Significant Subsidiary (other
than any member of the SureBeam Group) or any other Obligor
shall


(i) become insolvent or
generally fail to pay, or admit in writing its inability or
unwillingness generally to pay, debts as they become
due;


(ii) apply for, consent
to, or acquiesce in the appointment of a trustee, receiver,
sequestrator or other custodian for any substantial part of the
property of any thereof, or make a general assignment for the
benefit of creditors;


(iii) in the absence of
such application, consent or acquiescence, permit or suffer to
exist the appointment of a trustee, receiver, sequestrator or other
custodian for a substantial part of the property of any thereof,
and such trustee, receiver, sequestrator or other custodian shall
not be discharged within 60 days; provided that the
Borrower, each Subsidiary (other than any member of the SureBeam
Group) and each other Obligor hereby expressly authorizes each
Secured Party to appear in any court conducting any relevant
proceeding during such 60‐day period to preserve, protect and
defend their rights under the Loan Documents;


(iv) permit or suffer to
exist the commencement of any bankruptcy, reorganization, debt
arrangement or other case or proceeding under any bankruptcy or
insolvency law or any dissolution, winding up or liquidation
proceeding, in respect thereof, and, if any such case or proceeding
is not commenced by the Borrower, any Subsidiary (other than any
member of the SureBeam Group) or any Obligor, such case or
proceeding shall be consented to or acquiesced in by the Borrower,
such Subsidiary or such Obligor, as the case may be, or shall
result in the entry of an order for relief or shall remain for 60
days undismissed; provided that the Borrower, each
Subsidiary (other than any member of the SureBeam Group) and each
Obligor hereby expressly authorizes each Secured Party to appear in
any court conducting any such case or proceeding during such
60‐day period to preserve, protect and defend their rights
under the Loan Documents; or


(v) take any action
authorizing, or in furtherance of, any of the foregoing.


(j)           
Impairment of Security, etc.  Any Loan Document or any
Lien granted thereunder shall (except in accordance with its
terms), in whole or in part, terminate, cease to be effective or
cease to be the legally valid, binding and enforceable obligation
of any Obligor party thereto; any Obligor or any other party shall,
directly or indirectly, contest in any manner such effectiveness,
validity, binding nature or enforceability; or, except as permitted
under any Loan Document, any Lien securing any Obligation shall, in
whole or in part, cease to be a perfected first priority
Lien.


(k)           
Failure of Subordination.  Unless otherwise waived or
consented to by the Administrative Agent, the Lenders and the
Issuers in writing, the subordination provisions relating to any
Subordinated Debt (the “Subordination
Provisions”) shall fail to be enforceable by the
Administrative Agent, the Lenders and the Issuers in accordance
with the terms thereof, or the monetary Obligations shall fail to
constitute “Senior Indebtedness” or “Secured
Debt” (or similar term) referring to the Obligations; or the
Borrower or any of its Subsidiaries shall, directly or indirectly,
disavow or contest in any manner (i) the effectiveness, validity or
enforceability of any of the Subordination Provisions, (ii) that
the Subordination Provisions exist for the benefit of the
Administrative Agent, the Lenders and the Issuers or (iii) that all
payments of principal of or premium and interest on the
Subordinated Debt, or realized from the liquidation of any property
of any Obligor, shall be subject to any of such Subordination
Provisions.


(l)           
Government Contracts.  Any government contract is
terminated for default or any “show cause” letter is
not ultimately cured.


(m)           
Issuance of Debentures to Holders of HIGH TIDES or
Redemption.  Any event occurs which, pursuant to the terms
of the HIGH TIDES Documents, requires the Borrower to dissolve
Titan Capital Trust and issue the Debentures directly to the
holders of the HIGH TIDES or requires the Borrower or Titan Capital
Trust to redeem, prepay or offer to purchase the Debentures or the
HIGH TIDES (except as permitted by
Section 8.7(d)(ii)).


(n)           
Event of Default under Declaration of Trust.  Any
“Event of Default” as defined in the Declaration of
Trust, or any event which, with the passing of time or the giving
of notice, or both, would constitute an “Event of
Default” as defined in the Declaration of Trust,
occurs.


Section 9.2           
Action if Bankruptcy.


If any Event of Default
described in Section 9.1(i) shall occur, the
Commitments (if not theretofore terminated) shall automatically
terminate and the outstanding principal amount of all outstanding
Loans and all other Obligations (including Reimbursement
Obligations) shall automatically be and become immediately due and
payable, without presentment, protest, notice or demand (all of
which are hereby expressly waived by the Borrower) and the Borrower
or any other Obligor shall automatically and immediately be
obligated to deposit with the Administrative Agent cash collateral
in an amount equal to all Letter of Credit Outstandings.


Section 9.3           
Action if Other Event of Default.


If any Event of Default
(other than any Event of Default described in
Section 9.1(i)) shall occur for any reason, whether
voluntary or involuntary, and be continuing, the Administrative
Agent, upon the direction of the Required Lenders, shall by notice
to the Borrower declare all or any portion of the outstanding
principal amount of the Loans and
other Obligations (including Reimbursement Obligations) to be due
and payable and/or the Commitments (if not theretofore terminated)
to be terminated, whereupon the full unpaid amount of such Loans
and other Obligations which shall be so declared due and payable
shall be and become immediately due and payable, without further
presentment, protest, notice or demand (all of which are hereby
expressly waived by the Borrower) and/or, as the case may be, the
Commitments shall terminate and the Borrower and the Obligors shall
automatically and immediately be obligated to deposit with the
Administrative Agent cash collateral in an amount equal to all
Letter of Credit Outstandings.


ARTICLE X



THE ADMINISTRATIVE
AGENT


Section 10.1           
Actions.


Each Lender hereby
appoints Wachovia as its Administrative Agent under and for
purposes of this Agreement, the Notes and each other Loan Document,
and Wachovia as its Agent under and for purposes of the Collateral
Documents.  Each Lender authorizes the Administrative Agent to
act on behalf of such Lender under this Agreement, the Notes and
each other Loan Document and, in the absence of other written
instructions from the Required Lenders received from time to time
by the Administrative Agent (with respect to which the
Administrative Agent agrees that it will comply, except as
otherwise provided in this Section or as otherwise advised by
counsel in order to avoid contravention of applicable law), to
exercise such powers hereunder and thereunder as are specifically
delegated to or required of the Administrative Agent by the terms
hereof and thereof, together with such powers as may be reasonably
incidental thereto.  Each Lender hereby indemnifies, to the
extent not indemnified by the Borrower (which indemnity shall
survive any termination of this Agreement), the Administrative
Agent, pro rata according to such Lender’s Total Percentage,
from and against any and all liabilities, obligations, losses,
damages, claims, costs or expenses of any kind or nature whatsoever
which may at any time be imposed on, incurred by, or asserted
against, the Administrative Agent in any way relating to or arising
out of this Agreement, the Notes and any other Loan Document,
including reasonable attorneys’ fees, and as to which the
Administrative Agent is not reimbursed by the Borrower;
provided, however, that no Lender shall be liable for
the payment of any portion of such liabilities, obligations,
losses, damages, claims, costs or expenses which are determined by
a court of competent jurisdiction in a final proceeding to have
resulted from the Administrative Agent’s gross negligence or
willful misconduct.  The Administrative Agent shall not be
required to take any action hereunder or under any other Loan
Document, or to prosecute or defend any suit in respect of this
Agreement or any other Loan Document, unless it is indemnified
hereunder to their satisfaction.  If any indemnity in favor of
the Administrative Agent shall be or become, in the Administrative
Agent’s determination, inadequate, the Administrative Agent
may call for additional indemnification from the Lenders and cease
to do the acts indemnified against hereunder until such additional
indemnity is given; provided, however, that any such
additional indemnity shall be in accordance with, and limited to,
such Lender’s Total Percentage.


Section 10.2           
Funding Reliance, etc.


Unless the Administrative
Agent shall have been notified by telephone, confirmed in writing,
by any Lender by 3:00 p.m., Charlotte time, on the Business
Day prior to a Borrowing that such Lender will not make available
the amount which would constitute its
Percentage of such Borrowing on the date specified therefor, the
Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent and, in reliance upon
such assumption, make available to the Borrower a corresponding
amount.  If and to the extent that such Lender shall not have
made such amount available to the Administrative Agent, such Lender
and the Borrower severally agree to repay the Administrative Agent
forthwith on demand such corresponding amount together with
interest thereon, for each day from the date the Administrative
Agent made such amount available to the Borrower to the date such
amount is repaid to the Administrative Agent, at the interest rate
applicable at the time to Loans comprising such Borrowing (in the
case of the Borrower) and (in the case of a Lender), at the Federal
Funds Rate for the first two Business Days after which such amount
has not been repaid, and thereafter at the interest rate applicable
to Loans comprising such Borrowing.


Section 10.3           
Exculpation.


Neither the Administrative
Agent nor any of its directors, officers, employees or agents shall
be liable to any Lender for any action taken or omitted to be taken
by them under this Agreement or any other Loan Document, or in
connection herewith or therewith, except for their own willful
misconduct or gross negligence, nor responsible for any recitals or
warranties herein or therein, nor for the effectiveness,
enforceability, validity or due execution of this Agreement or any
other Loan Document, nor for the creation, perfection or priority
of any Liens purported to be created by any of the Loan Documents,
or the validity, genuineness, enforceability, existence, value or
sufficiency of any collateral security, nor to make any inquiry
respecting the performance by the Borrower of its obligations
hereunder or under any other Loan Document.  Any such inquiry
which may be made by the Administrative Agent shall not obligate it
to make any further inquiry or to take any action.  The
Administrative Agent shall be entitled to rely upon advice of
counsel concerning legal matters and upon any notice, consent,
certificate, statement or writing which the Administrative Agent
believes to be genuine and to have been presented by a proper
Person.


Section 10.4           
Successor.


The Administrative Agent
may resign from its agency position at any time upon at least 30
days’ prior notice to the Borrower and all Lenders.  If
the Administrative Agent at any time shall resign, the Required
Lenders may, upon at least 3 days’ (so long as one of such
days is a Business Day) prior notice to the Borrower and all
Lenders, appoint another Lender as a successor Administrative
Agent, which shall thereupon become the Administrative Agent
hereunder.  If no successor Administrative Agent shall have
been so appointed by the Required Lenders, and shall have accepted
such appointment, within 30 days after the retiring Administrative
Agent’s giving notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, upon at least 3
days’ prior notice to the Borrower and all Lenders, appoint a
successor Administrative Agent, which shall be one of the Lenders
or a commercial banking institution organized under the laws of the
U.S. (or any State thereof) or a U.S. branch or agency of a
commercial banking institution, and having (x) a combined capital
and surplus of at least $250,000,000 and (y) a credit rating of AA
or better by Moody’s or a comparable rating by S&P;
provided, however, that if, after expending all
reasonable commercial efforts, such retiring Administrative Agent
is unable to find a commercial banking institution which is willing
to accept such appointment and which meets the qualifications set forth in clause (y)
above, such retiring Administrative Agent shall be permitted to
appoint as its successor from all available commercial banking
institutions willing to accept such appointment such institution
having the highest credit rating of all such available and willing
institutions.  Upon the acceptance of any appointment as the
Administrative Agent hereunder by a successor Administrative Agent,
such successor Administrative Agent shall be entitled to receive
from the retiring Administrative Agent such documents of transfer
and assignment as such successor Administrative Agent may
reasonably request, and shall thereupon succeed to and become
vested with all rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under
this Agreement.  After any retiring Administrative
Agent’s resignation hereunder as the Administrative Agent,
the provisions of


(a)           
this Article X shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was the
Administrative Agent under this Agreement; and


(b)           
Section 11.3 and Section 11.4 shall
continue to inure to its benefit.


Section 10.5           
Credit Extensions by the Administrative
Agent. 


The Administrative Agent,
in its individual capacity, shall have the same rights and powers
with respect to (x) the Credit Extensions made by it or any of its
Affiliates, and (y) the Notes held by it or any of its Affiliates
as any other Lender and may exercise the same as if it were not the
Administrative Agent.  The Administrative Agent and its
Affiliates may accept deposits from, lend money to, and generally
engage in any kind of business with the Borrower or any Subsidiary
or Affiliate of the Borrower as if the Administrative Agent were
not the Administrative Agent hereunder.


Section 10.6           
Credit Decisions.


Each Lender acknowledges
that it has, independently of the Administrative Agent and each
other Lender, and based on such Lender’s review of the
financial information of the Borrower, this Agreement, the other
Loan Documents (the terms and provisions of which being
satisfactory to such Lender) and such other documents, information
and investigations as such Lender has deemed appropriate, made its
own credit decision to extend its Commitments.  Each Lender
also acknowledges that it will, independently of the Administrative
Agent and each other Lender, and based on such other documents,
information and investigations as it shall deem appropriate at any
time, continue to make its own credit decisions as to exercising or
not exercising from time to time any rights and privileges
available to it under this Agreement or any other Loan
Document.


Section 10.7           
Copies, etc.


The Administrative Agent
shall give prompt notice to each Lender of each notice or request
required or permitted to be given to the Administrative Agent by
the Borrower pursuant to the terms of this Agreement (unless
concurrently delivered to the Lenders by the Borrower).  The
Administrative Agent will distribute to each Lender each document
or instrument received for its account and copies of all other
communications received by the Administrative Agent from the
Borrower for distribution to the Lenders by the Administrative
Agent in accordance with the terms of this Agreement or any other
Loan Document.


Section 10.8           
Collateral Issues.


In connection with any
asset sale or disposition permitted under Section 8.10 or
8.14 hereof, the Administrative Agent shall be entitled to
release the Liens on any such assets granted pursuant to the
Collateral Documents without any consent of the Required Lenders
and shall promptly, upon the reasonable request of the Borrower,
execute and deliver such documents and instruments as may be
necessary to evidence the release of such Liens.


Section 10.9           
Other Agents.


           
The terms “Co-Documentation Agent” and
“Co-Syndication Agent” shall not confer any rights,
powers, duties, liabilities, fiduciary relationships or obligations
under this Agreement or any of the other Loan Documents or other
documents related hereto.





ARTICLE XI



MISCELLANEOUS PROVISIONS


Section 11.1           
Waivers, Amendments, etc.


The provisions of this
Agreement and of each other Loan Document may from time to time be
amended, modified or waived, if such amendment, modification or
waiver is in writing and consented to by the Borrower and the
Required Lenders; provided, however, that no such
amendment, modification or waiver shall:


(a)           
extend any Commitment Termination Date, or modify this
Section 11.1 or Section 4.8 without the
consent of all Lenders;


(b)           
increase the aggregate amount of any Lender’s Percentage of
any Commitment Amount, increase the aggregate amount of any Loans
required to be made by a Lender pursuant to its Commitments or
reduce any fees described in Article III payable to any
Lender without the consent of such Lender;


(c)           
extend the Stated Maturity Date or the scheduled payment date for
any principal installment of any Lender’s Loan, or reduce the
principal amount of or rate of interest on any Lender’s Loan
or extend the date on which interest or fees are payable in respect
of such Lender’s Loans, in each case, without the consent of
such Lender (it being understood and agreed, however, that any vote
to rescind any acceleration made pursuant to
Section 9.2 and Section 9.3 of amounts
owing with respect to the Loans and other Obligations shall only
require the vote of the Required Lenders);


(d)           
change the definition of “Required Lenders” or any
requirement hereunder that any particular action be taken by all
Lenders without the consent of all Lenders;


(e)           
increase the Stated Amount of any Letter of Credit unless consented
to by the Issuer of such Letter of Credit;


(f)           
release (i) any Guarantor which is a Significant Subsidiary
from its obligations under a Guaranty or (ii) all or
substantially all of the collateral under the Loan Documents, in
either case without the consent of all Lenders except as expressly
provided herein or therein;


(g)           
change any of the terms of clause (d) of
Section 2.4 or Section 2.8 without the
consent of Wachovia; or


(h)           
affect adversely the interests, rights or obligations of the
Administrative Agent (in its capacity as the Administrative Agent),
or any Issuer (in its capacity as Issuer), unless consented to by
the Administrative Agent or such Issuer, as the case may
be.


No failure or delay on the
part of the Administrative Agent, any Issuer or any Lender in
exercising any power or right under this Agreement or any other
Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power or right preclude any
other or further exercise thereof or the exercise of any other
power or right.  No notice to or demand on the Borrower or any
other Obligor in any case shall entitle it to any notice or demand
in similar or other circumstances.  No waiver or approval by
the Administrative Agent, any Issuer or any Lender under this
Agreement or any other Loan Document shall, except as may be
otherwise stated in such waiver or approval, be applicable to
subsequent transactions.  No waiver or approval hereunder
shall require any similar or dissimilar waiver or approval
thereafter to be granted hereunder.


Section 11.2           
Notices.


All notices and other
communications provided to any party hereto under this Agreement or
any other Loan Document shall be in writing or by facsimile and
addressed, delivered or transmitted to such party at its address or
facsimile number set forth on Schedule II hereto or set forth in
the Lender Assignment Agreement or at such other address or
facsimile number as may be designated by such party in a notice to
the other parties.  Any notice, if mailed and properly
addressed with postage prepaid or if properly addressed and sent by
pre‐paid courier service, shall be deemed given when
received; any notice, if transmitted by facsimile, shall be deemed
given when the confirmation of transmission thereof is received by
the transmitter.


Section 11.3           
Payment of Costs and Expenses.


The Borrower agrees to pay
on demand all reasonable expenses of the Administrative Agent
(including the reasonable fees, costs and out‐of‐pocket
expenses of counsel to the Administrative Agent, special counsel to
the Administrative Agent, and of local counsel, if any, who may be
retained by counsel to the Administrative Agent) in connection
with


(a)           
(i) the syndication efforts of Wachovia and any due diligence
investigation; provided, however, that the Borrower
shall not pay for expenses incurred in connection with assignments
which occur 30 days after the Closing Date and (ii) the
negotiation, preparation, execution and delivery and administration
of this Agreement and of each other Loan Document, including
schedules and exhibits, and any amendments, restatements, waivers,
consents, supplements or other modifications to this Agreement or
any other Loan Document as may from time to time hereafter be
required, whether or not the transactions contemplated hereby or
thereby are consummated; and


(b)           
the filing, recording, refiling or rerecording of any Loan Document
and/or any Uniform Commercial Code financing statements relating
thereto and all amendments, supplements, amendments and
restatements and other modifications to any thereof and any and all
other documents or instruments of further assurance required to be
filed or recorded or refiled or rerecorded by the terms hereof or
the terms of any Loan Document; and


(c)           
the preparation and review of the form of any document or
instrument relevant to this Agreement or any other Loan
Document.


The Borrower further
agrees to pay, and to save each Secured Party harmless from all
liability for, any stamp or other taxes which may be payable in
connection with the execution or delivery of this Agreement, the
Credit Extensions hereunder, or the issuance of the Notes, Letters
of Credit or any other Loan Documents.  The Borrower also
agrees to reimburse each Secured Party upon demand for all
reasonable out‐of‐pocket expenses (including reasonable
attorneys’ fees and legal expenses of counsel to each Secured
Party) incurred by such Secured Party in connection with (x) the
negotiation of any restructuring or “work‐out”
with the Borrower, whether or not consummated, of any Obligations
and (y) the enforcement of any Obligations.


Section 11.4           
Indemnification.


In consideration of the
execution and delivery of this Agreement by each Secured Party, the
Borrower hereby indemnifies, exonerates and holds each Secured
Party and each of their respective officers, directors, employees,
agents, trustees and advisors (collectively, the
“Indemnified Parties”) free and harmless from
and against any and all actions, causes of action, suits, losses,
costs, liabilities and damages, and expenses incurred in connection
therewith (irrespective of whether any such Indemnified Party is a
party to the action for which indemnification hereunder is sought),
including reasonable attorneys’ fees and disbursements,
whether incurred in connection with actions between or among the
parties hereto or the parties hereto and third parties
(collectively, the “Indemnified Liabilities”),
incurred by the Indemnified Parties or any of them as a result of,
or arising out of, or relating to:


(a)           
any transaction financed or to be financed in whole or in part,
directly or indirectly, with the proceeds of any Credit Extension,
including all Indemnified Liabilities arising in connection with
transactions contemplated hereby or by any other Loan Document or
transactions which are financed with proceeds of any Loan or which
are supported by any Letter of Credit;


(b)           
the entering into and performance of this Agreement and any other
Loan Document by any of the Indemnified Parties (including any
action brought by or on behalf of the Borrower as the result of any
determination by the Required Lenders pursuant to
Article V not to fund any Credit Extension);


(c)           
any investigation, litigation or proceeding related to any
acquisition or proposed acquisition by the Borrower or any of its
Subsidiaries of all or any portion of the stock or assets of any
Person, whether or not an Indemnified Party is party
thereto;


(d)           
any investigation, litigation or proceeding related to any
environmental cleanup, audit, compliance or other matter relating
to Environmental Laws or the protection of the environment or the
Release by the Borrower or any of its Subsidiaries of any Hazardous
Material;


(e)           
the presence on or under, or the Release or threatened Release
from, any real property owned or operated by the Borrower or any
Subsidiary thereof of any Hazardous Material (including any losses,
liabilities, damages, injuries, costs, expenses or claims asserted
or arising under any Environmental Law), regardless of whether
caused by, or within the control of, the Borrower or such
Subsidiary; or


(f)           
each Lender’s Environmental Liability (the indemnification
herein shall survive repayment of the Notes and any transfer of the
property of the Borrower or any of its Subsidiaries by foreclosure
or by a deed in lieu of foreclosure for any Lender’s
Environmental Liability, regardless of whether caused by, or within
the control of, the Borrower or such Subsidiary);


except for any such
Indemnified Liabilities arising for the account of a particular
Indemnified Party by reason of the relevant Indemnified
Party’s gross negligence or willful misconduct.  The
Borrower and its successors and assigns hereby waive, release and
agree not to make any claim or bring any cost recovery action
against, any Secured Party under CERCLA or any state equivalent, or
any similar law now existing or hereafter enacted.  It is
expressly understood and agreed that to the extent that any of such
Persons is strictly liable under any Environmental Laws, the
Borrower’s obligation to such Person under this indemnity
shall likewise be without regard to fault on the part of the
Borrower with respect to the violation or condition which results
in liability of such Person.  If and to the extent that the
foregoing undertaking may be unenforceable for any reason, the
Borrower hereby agrees to make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities
which is permissible under applicable law.


Section 11.5           
Survival.


The obligations of the
Borrower under Sections 4.3, 4.4, 4.5,
4.6, 11.3 and 11.4, and the obligations of the
Lenders under Section 10.1, shall in each case survive
any assignment from one Lender to another (in the case of
Sections 11.3 and 11.4) and any termination of
this Agreement, the payment in full of all the Obligations and the
termination of all the Commitments.  The representations and
warranties made by the Borrower and each other Obligor in this
Agreement and in each other Loan Document shall survive the
execution and delivery of this Agreement and each such other Loan
Document.


Section 11.6           
Severability.


Any provision of this
Agreement or any other Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions
of this Agreement or such Loan Document or affecting the validity
or enforceability of such provision in any other
jurisdiction.


Section 11.7           
Headings.


The various headings of
this Agreement and of each other Loan Document are inserted for
convenience only and shall not affect the meaning or interpretation
of this Agreement or such other Loan Document or any provisions
hereof or thereof.


Section 11.8           
Execution in Counterparts, Effectiveness,
etc.


This Agreement may be
executed by the parties hereto in several counterparts, each of
which shall be an original and all of which shall constitute
together but one and the same agreement.  This Agreement shall
become effective when counterparts hereof executed on behalf of the
Borrower, the Administrative Agent and the Required Lenders (or
notice thereof satisfactory to the Administrative Agent) shall have
been received by the Administrative Agent and notice thereof shall
have been given by the Administrative Agent to the Borrower and the
Required Lenders.


Section 11.9           
Governing Law; Entire Agreement.


THIS AGREEMENT, THE NOTES
AND EACH OTHER LOAN DOCUMENT (INCLUDING PROVISIONS WITH RESPECT TO
INTEREST, LOAN CHARGES AND COMMITMENT FEES) SHALL EACH BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE
SECTIONS 5‐1401 AND 5‐1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), EXCEPT TO THE EXTENT
THAT THE VALIDITY OR PERFECTION OF A SECURITY INTEREST OR MORTGAGE
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR
COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN
THE STATE OF NEW YORK.  This Agreement, the Notes, the other
Loan Documents and the Fee Letter constitute the entire
understanding among the parties hereto with respect to the subject
matter hereof and thereof and supersede any prior agreements,
written or oral, with respect thereto.


Section 11.10           
Successors and Assigns.


This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns; provided,
however, that:


(a)           
the Borrower may not assign or transfer its rights or obligations
hereunder without the prior written consent of the Administrative
Agent and all Lenders; and


(b)           
the rights of sale, assignment and transfer of the Lenders are
subject to Section 11.11.


Section 11.11           
Sale and Transfer of Loans and Notes; Participations in Loans
and Notes.


Each Lender may assign, or
sell participations in, its Loans, Letters of Credit and
Commitments to one or more other Persons in accordance with this
Section 11.11.


(a)           
Assignments.  Any Lender,


(i) with the consent of
the Borrower and the Administrative Agent (which consents shall not
be unreasonably delayed or withheld and, which consent, in the case
of the Borrower, shall not be required during the continuation of a
Default) may at any time assign and delegate to one or more
commercial banks; other financial institutions;
special‐purpose investment funds which are organized for the
specific purpose of making, acquiring participations in or
investing in loans of the type made pursuant to this Agreement; and
funds that typically invest in bank loans, and


(ii) upon notice to the
Borrower and the Administrative Agent, may assign and delegate to
any of its Affiliates, any other Lender or an Approved
Fund


(each Person described in
either of the foregoing clauses as being the Person to whom such
assignment and delegation is to be made, being hereinafter referred
to as an “Assignee Lender”), all or any fraction
of such Lender’s total Loans, Letter of Credit Outstandings
and Commitments in a minimum aggregate amount of $1,000,000 (or
such lesser amount as shall constitute the aggregate amount of such
assigning Lender’s Loans, Letter of Credit Outstandings and
Commitments or as otherwise may be agreed upon by the
Administrative Agent) if such assignment is to a party other than
an existing Lender, an Affiliate of the assignor Lender or an
Approved Fund (for which such existing Lender, Affiliate or
Approved Fund, there is no minimum aggregate assignment amount
requirement).  Each Obligor and the Administrative Agent shall
be entitled to continue to deal solely and directly with a Lender
in connection with the interests so assigned and delegated to an
Assignee Lender until


(iii) notice of such
assignment and delegation, together with (1) payment instructions,
(2) the Internal Revenue Service Forms or other statements
contemplated or required to be delivered pursuant to
Section 4.6, if applicable, and (3) addresses and
related information with respect to such Assignee Lender, shall
have been delivered to the Borrower and the Administrative Agent by
such assignor Lender and such Assignee Lender;


(iv) such Assignee Lender
shall have executed and delivered to the Borrower and the
Administrative Agent a Lender Assignment Agreement, accepted by the
Administrative Agent; and


(v) the processing fees,
if applicable, described below shall have been paid.


From and after the date
that the Administrative Agent accepts such Lender Assignment
Agreement, (x) the Assignee Lender thereunder shall be deemed
automatically to have become a party hereto and to the extent that
rights and obligations hereunder have been assigned and delegated
to such Assignee Lender in connection with such Lender Assignment
Agreement, shall have the rights and obligations of a Lender
hereunder and under the other Loan Documents, and (y) the assignor
Lender, to the extent that rights and obligations hereunder have
been assigned and delegated by it in connection with such Lender
Assignment Agreement, shall be released from its obligations
hereunder and under the other Loan Documents.  Within five
Business Days after its receipt of notice that the Administrative
Agent has received and accepted an executed Lender Assignment
Agreement (and if requested by the Assignee Lender), but subject to
clause (iii) above, the Borrower shall execute and
deliver to the Administrative Agent (for delivery to the relevant
Assignee Lender) a new Note evidencing such Assignee Lender’s
assigned Loans and Commitments and, if the assignor Lender has
retained Loans and Commitments hereunder (and if requested by such
Lender), a replacement Note in the principal amount of the Loans
and Commitments retained by the assignor Lender hereunder (such
Note to be in exchange for, but not in payment of, the Note then
held by such assignor Lender).  Each such Note shall be dated
the date of the predecessor Note.  The assignor Lender shall
mark each predecessor Note “exchanged” and deliver each
of them to the Borrower.  Accrued interest on that part of
each predecessor Note evidenced by a new Note, and accrued fees,
shall be paid as provided in the Lender Assignment Agreement. 
Accrued interest on that part of each predecessor Note evidenced by
a replacement Note shall be paid to the assignor Lender. 
Accrued interest and accrued fees shall be paid at the same time or
times provided in the predecessor Note and in this Agreement. 
Such assignor Lender or such Assignee Lender must also pay a
processing fee in the amount of $3,500 to the Administrative Agent
upon delivery of any Lender Assignment Agreement unless such
Assignee Lender is an existing Lender, an Affiliate of such
assignor Lender or an Approved Fund (for which, in any case, no
processing fee will be required).  Notwithstanding any other
term of this Section, the agreement of Wachovia to provide the
Swing Line Loan Commitment shall not impair or otherwise restrict
in any manner the ability of Wachovia to make any assignment of its
Loans or Commitments, it being understood and agreed that Wachovia
may terminate its Swing Line Loan Commitment, either in whole or in
part, in connection with the making of any assignment so long as
the assignee has agreed to assume the Swing Line Loan
Commitment.  Any attempted assignment and delegation not made
in accordance with this Section 11.11(a) shall be null
and void.  Notwithstanding anything to the contrary set forth
above, (A) any Lender may (without requesting the consent of the
Borrower or the Administrative Agent) pledge its Loans to a Federal
Reserve Bank in support of borrowings made by such Lender from such
Federal Reserve Bank, and (B) any Lender that is a fund that
invests in bank loans may (without the consent of the Borrower or
the Administrative Agent) pledge all or any portion of its rights
in connection with this Agreement to holders of obligations owed,
or securities issued, by such fund as security for such obligations
or securities, or to the trustee for, or other representative of,
such holders, provided that any foreclosure or other
exercise of remedies by such holder or trustee shall be subject to
the provisions of this Section regarding assignments in all
respects.  No pledge described in the immediately preceding
clause (B) shall release such Lender from its
obligations hereunder.


(vi) In the event that
S&P or Moody’s, shall, after the date that any Person
becomes a Revolving Loan Lender, downgrade the long‐term
certificate of deposit ratings of such Revolving Loan Lender, and
the resulting ratings shall be below BBB‐ or Baa3,
respectively, or the equivalent, then the Borrower, the Swing Line
Lender and each Issuer shall each have the right, but not the
obligation, upon notice to such Revolving Loan Lender and the
Administrative Agent, to replace such Revolving Loan Lender with a
Replacement Lender acceptable to the Borrower and the
Administrative Agent (such consents not to be unreasonably withheld
or delayed; provided that no such consent shall be required
if the Replacement Lender is an existing Lender), and upon any such
downgrading of any Revolving Loan Lender’s long‐term
certificate of deposit rating, each such Revolving Loan Lender
hereby agrees to transfer and assign (in accordance with
Section 11.11(a)) all of its Commitments, Loans, Notes
and other rights and obligations under this Agreement and all other
Loan Documents (including Reimbursement Obligations) to such
Replacement Lender; provided, however, that (i) such
assignment shall be without recourse, representation or warranty
(other than that such Revolving Loan Lender owns the Commitments,
Loans and Notes being assigned, free and clear of any Liens) and
(ii) the purchase price paid by the Replacement Lender shall be in
the amount of such Revolving Loan Lender’s Loans and its
Percentage of outstanding Reimbursement Obligations, together with
all accrued and unpaid interest and fees in respect thereof, plus
all other amounts (other than the amounts (if any) demanded and
unreimbursed under Sections 4.2, 4.3, 4.5
and 4.6, which shall be paid by the Borrower), owing to such
Revolving Loan Lender hereunder.  Upon any such termination or
assignment, such Revolving Loan Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of any
provisions of this Agreement which by their terms survive the
termination of this Agreement.


(vii) Upon receipt by the
Borrower of the predecessor Note marked “canceled,” the
Borrower shall issue a replacement Note or Notes, as the case may
be, to such Replacement Lender and such institution shall become a
“Lender” for all purposes under this Agreement and the
other Loan Documents.


The Borrower hereby
designates the Administrative Agent to serve as the
Borrower’s agent, solely for the purpose of this Section, to
maintain a register (the “Register”) on which
the Administrative Agent will record each Lender’s
Commitment, the Loans made by each Lender and the Notes evidencing
such Loans, and each repayment in respect of the principal amount
of the Loans of each Lender and annexed to which the Administrative
Agent shall retain a copy of each Lender Assignment Agreement
delivered to the Administrative Agent pursuant to this
Section.  Failure to make any recordation, or any error in
such recordation, shall not affect the Borrower’s or any
other Obligor’s Obligations in respect of such Loans or
Notes.  The entries in the Register shall be conclusive, in
the absence of manifest error, and the Borrower, the Administrative
Agent and the Lenders shall treat each Person in whose name a Loan
and related Note is registered as the owner thereof for all
purposes of this Agreement, notwithstanding notice or any provision
herein to the contrary.  A Lender’s Commitment and the
Loans made pursuant thereto and the Notes evidencing such Loans may
be assigned or otherwise transferred in whole or in part only by
registration of such assignment or transfer in the Register. 
Any assignment or transfer of a Lender’s Commitment or the
Loans or the Notes evidencing such Loans made pursuant thereto
shall be registered in the Register only upon delivery to the
Administrative Agent of a Lender Assignment Agreement duly executed
by the assignor thereof.  No assignment or transfer of a
Lender’s Commitment or the Loans made pursuant thereto or the
Notes evidencing such Loans shall be effective unless such
assignment or transfer shall have been recorded in the Register by
the Administrative Agent as provided in this Section.


(b)           
Participations.  Any Lender may sell to one or more
commercial banks, financial institutions, any of its Affiliates, a
fund, an Approved Fund or another Lender (each of such commercial
banks, financial institutions, any of its Affiliates, a fund, an
Approved Fund and another Lender being herein called a
“Participant”) participating interests in any of
the Loans, Commitments, or other interests of such Lender
hereunder; provided, however, that


(i) no participation
contemplated in this Section 11.11(b) shall relieve
such Lender from its Commitments or its other obligations hereunder
or under any other Loan Document;


(ii) such Lender shall
remain solely responsible for the performance of its Commitments
and such other obligations;


(iii) the Borrower and
each other Obligor and the Administrative Agent shall continue to
deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement and each
of the other Loan Documents;


(iv) no Participant,
unless such Participant is an Affiliate of such Lender or is itself
a Lender, shall be entitled to require such Lender to take or
refrain from taking any action hereunder or under any other Loan
Document, except that such Lender may agree with any Participant
that such Lender will not, without such Participant’s
consent, take any actions of the type described in
clause (a), (b), (f) or, to the extent
requiring the consent of each Lender, clause (c) of
Section 11.1; and


(v) the Borrower shall not
be required to pay any amount under this Agreement that is greater
than the amount which it would have been required to pay had no
participating interest been sold.


The Borrower acknowledges
and agrees that each Participant, for purposes of
Sections 4.3, 4.4, 4.5, 4.6,
4.8, 4.9, 7.1, 11.3 and 11.4,
shall be considered a Lender.  Each Participant shall only be
indemnified for increased costs pursuant to
Section 4.3, 4.5 or 4.6 if and to the
extent that the Lender which sold such participating interest to
such Participant is entitled to make, and does make, a claim on the
Borrower for such increased costs.  Any Lender that sells a
participating interest in any Loan, Commitment or other interest to
a Participant under this Section 11.11(b) shall
indemnify and hold harmless the Borrower and the Administrative
Agent from and against any taxes, penalties, interest or other
costs or losses (including reasonable attorneys’ fees and
expenses) incurred or payable by the Borrower or the Administrative
Agent as a result of the failure of the Borrower or the
Administrative Agent to comply with its obligations to deduct or
withhold any Taxes from any payments made pursuant to this
Agreement to such Lender or the Administrative Agent, as the case
may be, which Taxes would not have been incurred or payable if such
Participant had been a Non‐U.S. Lender that was entitled to
deliver to the Borrower, the Administrative Agent or such Lender,
and did in fact so deliver, a duly completed and valid
Form W‐8BEN or W‐8ECI (or applicable successor
form) entitling such Participant to receive payments under this
Agreement without deduction or withholding of any United States
federal taxes.


Section 11.12           
Other Transactions.


Nothing contained herein
shall preclude the Administrative Agent, any Issuer or any other
Lender from engaging in any transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the
Borrower or any of its Affiliates in which the Borrower or such
Affiliate is not restricted hereby from engaging with any other
Person.


Section 11.13           
Confidentiality.


The Administrative Agent,
the Issuers and the Lenders shall hold all non‐public
information (which has been identified as such by the Borrower or
any of its Subsidiaries) provided to them by the Borrower or any of
its Subsidiaries pursuant to or in connection with this Agreement
in accordance with their customary procedures for handling
confidential information of this nature, but may make disclosure to
any of their examiners, regulators (including the National
Association of Insurance Commissioners), Affiliates, outside
auditors, counsel and other professional advisors in connection
with this Agreement or any other Loan Document or as reasonably
required by any potential bona fide transferee,
participant or assignee, or in connection with the exercise of
remedies under a Loan Document, or to any direct or indirect
contractual counterparty in swap agreements or such contractual
counterparty’s professional advisor (so long as such
contractual counterparty or professional advisor to such
contractual counterparty agrees to be bound by the provisions of
this Section 11.13), or to any nationally recognized rating agency that requires
access to information about a Lender’s investment portfolio
in connection with ratings issued with respect to such Lender, or
as requested by any governmental agency or representative thereof
or pursuant to legal process; provided, however, that
unless specifically prohibited by applicable law or court order,
the Administrative Agent, the Issuers and each Lender shall use
reasonable efforts to promptly notify the Borrower of any request
by any governmental agency or representative thereof (other than
any such request in connection with an examination of the financial
condition of the Administrative Agent, the Issuers or such Lender
by such governmental agency) for disclosure of any such
non‐public information and, where practicable, prior to
disclosure of such information; provided, however,
that none of the Administrative Agent, the Issuers or the Lenders
shall be liable to the Borrower if any such Person fails to provide
such notice; prior to any such disclosure pursuant to this
Section 11.13, the Administrative Agent, the Issuers
and each Lender shall require any such bona fide
transferee, participant and assignee receiving a disclosure of
non‐public information to agree, for the benefit of the
Borrower and its Subsidiaries, in writing to be bound by this
Section 11.13; and to require such Person to require
any other Person to whom such Person discloses such
non‐public information to be similarly bound by this
Section 11.13; and except as may be required by an
order of a court of competent jurisdiction and to the extent set
forth therein, no Lender shall be obligated or required to return
any materials furnished by the Borrower or any of its
Subsidiaries.


Section 11.14           
Forum Selection and Consent to Jurisdiction.


ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS
OF THE ADMINISTRATIVE AGENT, THE LENDERS, ANY ISSUER OR THE
BORROWER IN CONNECTION HEREWITH OR THEREWITH SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS
OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND.  THE BORROWER HEREBY IRREVOCABLY APPOINTS CSC UNITED
STATES CORPORATION COMPANY (THE “PROCESS
AGENT”), WITH AN OFFICE ON THE DATE HEREOF AT 375 HUDSON
STREET, NEW YORK, NEW YORK 10014, AS ITS AGENT TO RECEIVE, ON ITS
BEHALF  AND ON BEHALF OF ITS PROPERTY, SERVICE OF COPIES OF
THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED
IN ANY SUCH ACTION OR PROCEEDING.  SUCH SERVICE MAY BE MADE BY
MAILING OR DELIVERING A COPY OF SUCH PROCESS TO THE BORROWER IN
CARE OF THE PROCESS AGENT AT THE PROCESS AGENT’S ABOVE
ADDRESS, AND THE BORROWER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS
THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF.  THE
BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF NEW YORK AT THE ADDRESSFOR NOTICES SPECIFIED IN
SECTION 11.2.  THE BORROWER HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF
VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.  TO THE EXTENT THAT THE BORROWER HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT
OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER
HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW
SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.


Section 11.15           
Waiver of Jury Trial.


THE ADMINISTRATIVE
AGENT, EACH LENDER, EACH ISSUER AND THE BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED
BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, SUCH LENDER, SUCH
ISSUER OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH. 
THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE
AGENT, EACH LENDER AND EACH ISSUER ENTERING INTO THIS AGREEMENT AND
EACH SUCH OTHER LOAN DOCUMENT.









IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized as of the day and
year first above written.


BORROWER:                      
           
THE TITAN CORPORATION


By:           
/s/ RAY H.
GUILLAUME           


Name:           
Ray H. Guillaume

Title:           
Director of Corporate Treasury


Address:

3033 Science Park Road

San Diego, California  92121




Facsimile No.:  (619)
552‐9759

Attention:  General Counsel






AGENTS AND
LENDERS:   
           
WACHOVIA BANK, NATIONAL ASSOCIATION,

                       
                       
           
as Administrative Agent and a Lender


By:           
/s/ GERALD P.
HULLINGER           


Name:           
           
Gerald P.
Hullinger           
           


Title:           
           
Vice
President           
           
           






THE BANK OF NOVA
SCOTIA,

           
as Syndication Agent and a Lender


By:           
           
/s/ ED
KOFMAN           
           


Name:           
           
Ed
Kofman           
           
           


Title:           
           
Director           
           
           






COMERICA
BANK-CALIFORNIA,

           
as Syndication Agent and a Lender


By:           
           
/s/ STEVEN J.
STUCKEY           


Name:           
           
Steven J.
Stuckey           
           


Title:           
           
Vice
President           
           
           






BRANCH BANKING AND TRUST CO.,

as Documentation Agent and a Lender


By:           
           
/s/ CORY
BOYTE           
           


Name:           
           
Cory
Boyte           
           
           


Title:           
           
Senior Vice
President           
           






TORONTO DOMINION (NEW
YORK), INC.,

as Documentation Agent and a Lender


By:           
           
/s/ GWEN
ZIRKLE           
           


Name:           
           
Gwen
Zirkle           
           
           


Title:           
           
Vice
President           
           
           






BNP
PARIBAS,

as a Lender


By:           
           
/s/ DAVID W.
LOW           
           


Name:           
           
David W.
Low           
           
           


Title:           
           
Director           
           
           


By:           
           
/s/ ROBERT
MIMAKI           


Name:           
           
Robert
Mimaki           
           


Title:           
           
Vice
President           
           
           






MIZUHO
CORPORATE BANK, LTD.,

as a Lender


By:           
           
/s/ NOBUOKI
KOIKE           


Name:           
           
Nobuoki
Koike           
           


Title:           
           
Senior Vice
President           
           






GENERAL
ELECTRIC CAPITAL CORPORATION,

as a Lender


By:           
/s/ W. JEROME
MCDERMOTT           


Name:           
           
W. Jerome
McDermott           


Title:           
           
Duly Authorized
Signatory           






ORIX
FINANCIAL SERVICES, INC.,

as a Lender


By:           
           
/s/ MICHAEL
COX           
           


Name:           
           
Michael
Cox           
           
           


Title:           
           
SVP Chief Credit
Officer           






SUNTRUST
BANK,

as a Lender


By:           
/s/ WILLIAM C.
HUMPHRIES           


Name:           
           
William C.
Humphries           


Title:           
           
Director