Titan receives consents for 8% notes

New York, Feb. 25 - Titan Corp. said it received the necessary consents to amend the indenture for its 8% senior subordinated notes due 2011.

Holders of more than a majority of the principal amount of the notes consented to the changes, which are one of the conditions to the closing of Titan's pending acquisition by Lockheed Martin Corp.

Titan said it has entered into a supplemental indenture but that it will not become effective until immediately before the acquisition.

Titan said on Feb. 11 that it had begun soliciting the consent of holders of its 8% notes to proposed indenture changes aimed at facilitating its previously announced acquisition by Lockheed Martin.

The consent solicitation is being conducted in conjunction with an offer to exchange the 8% notes for identical securities registered with the Securities and Exchange Commission for public trading.

Titan sold $200 million of the 8% notes in a Rule 144A/Regulation S placement on May 9, 2003.

Under the consent solicitation, it set a deadline of Feb. 25 by which holders must consent to the amendments in order to receive a consent fee upon completion of the merger.

The exchange offer and consent solicitation will expire at 5 p.m. ET on March 12, with all deadlines subject to possible extension.

Titan, a San Diego-based provider of comprehensive information and communications systems solutions and services to the federal government, said that Lockheed Martin will fully and unconditionally guarantee both the outstanding notes and the exchange notes upon completion of the merger, if the requisite consents are received.

The dealer-manager and solicitation agent for the exchange offer and consent solicitation is Credit Suisse First Boston LLC and the exchange agent is Deutsche Bank Trust Co. Americas. Morrow & Co., Inc. Is the information agent (banks and brokerages call 800 654-2468, bondholders call 800 607-0088).

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