*
Confidential Treatment Requested Under
17 C.F.R. §§ 200.80(b)(4), 200.83
and 240.24b-2
SENIOR SECURED CREDIT AGREEMENT,
dated as of August 2, 2002,
between
THE TITAN CORPORATION
as the Lender,
and
SUREBEAM CORPORATION
as the Borrower
SENIOR SECURED CREDIT AGREEMENT
THIS SENIOR SECURED CREDIT AGREEMENT, dated as of August 2, 2002, is between
SUREBEAM CORPORATION, a Delaware corporation (the "Borrower"), and THE TITAN
CORPORATION, a Delaware corporation (the "Lender").
W I T N E S S E T H:
WHEREAS, the Lender intends to distribute the Borrower's common stock owned by
Lender to the Lender's stockholders in a tax-free spin-off (the "Spin-off"); and
WHEREAS, the Borrower has requested that the Lender make available to the
Borrower a senior secured credit facility in the amount of Fifty Million Dollars
($50,000,000); and
WHEREAS, the Lender is willing to make such senior secured credit facility
available upon and 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 capitalized 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):
"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).
"Agreement" means this Senior Secured Credit Agreement, as it may be amended,
restated, supplemented, or otherwise modified from time to time.
"Allowed Quarterly Maximum" is defined in Section 2.1(b).
"Annual Operating Plan" means the 2002-2003 annual operating plan prepared by
the Borrower and previously delivered to the Lender, a copy of which is attached
hereto as Exhibit A.
1
"Asset Sale" means any sale, lease, sale and leaseback, assignment, conveyance,
transfer or other disposition by the Borrower or any of its Subsidiaries of any
of its property or assets, including the Capital Stock of any Subsidiary.
"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 Lender in the certificate of
incumbency most recently delivered by such Obligor.
"Borrower" is defined in the preamble.
"Borrower Pledge Agreement" means the Pledge Agreement executed and delivered by
the Borrower pursuant to Article V substantially in the form of Exhibit B
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 pursuant to Article V substantially in the form of
Exhibit