L-3 tenders for Titan's 8% notes

New York, June 30 - L-3 Communications said it has begun a cash tender offer for Titan Corp.'s $200 million of 8% senior subordinated notes due 2011. L-3 is also soliciting consents to amend the note indenture.

For each $1,000 principal amount of notes tendered by the consent deadline of 5 p.m. ET on July 14, L-3 will pay the present value of the notes' $1,040 redemption price on the first call date of May 15, 2007, discounted using 75 basis points over the yield to May 15, 2007 of the 3.125% U.S. Treasury note due May 15, 2007. From the total, accrued interest up to but excluding the payment date will be subtracted. L-3 will also pay accrued interest up to but excluding the payment date. Pricing will be fixed at 2 p.m. ET on the second business day before the expiration date.

The total includes a $30.00 per $1,000 consent payment that will only be paid to holders who tender with consents by the consent deadline.

Under the consent solicitation, investors are being asked to approve amendments to the note indenture to release Titan's subsidiaries from their guarantees of Titan's obligations under the notes and to eliminate substantially all of the restrictive covenants and events of default and other related provisions.

The tender ends at 12:01 a.m. ET on July 29.

The tender is subject to L-3 completing its acquisition of Titan and the receipt of consents from holders of a majority of the notes.

L-3 is a New York-based provider of intelligence, surveillance, reconnaissance and communications systems to the military and other parts of government,

Lehman Brothers Inc. is the dealer manager and solicitation agent (call collect 212 528-7581 800 438-3242). The depositary and information agent is Georgeson Shareholder (banks and brokers call collect 212 440-9800, others call 866 729-6814).

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