Exhibit 10.3
JOINDER AGREEMENT
THIS JOINDER AGREEMENT, dated as of June 19, 1998, (as amended,
supplemented or otherwise modified from time to time, this "Agreement") made by
the Borrowers signatory hereto and SEMCOR, INC., a New Jersey corporation (the
"Additional Borrower") in favor of NATIONSBANK, N.A. as agent (in such capacity,
the "Agent") for the benefit of the Lenders as the holders of the Secured
Obligations and as parties to the Credit Agreement described below.
WITNESSETH:
WHEREAS, Advanced Communication Systems, Inc., Integrated Systems
Control, Inc. and RF Microsystems, Inc. (together with any other Person that has
become a borrower to the Credit Agreement as provided therein, collectively, the
"Borrowers" and individually, each a "Borrower") are parties to the Credit
Agreement dated as of February 17, 1998 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement") by and among the Borrowers,
the banks and other financial institutions thereto (the "Lenders") and the
Agent;
WHEREAS, the Borrowers in connection with the Credit Agreement have
entered into the Security Agreement (as amended, supplemented or otherwise
modified from time to time, the "Security Agreement"), dated as of February 17,
1998, made by the Borrowers, in favor of the Agent, for the benefit of the
Lenders;
WHEREAS, the Borrowers have designated that the Additional Borrower
become a borrower under the Credit Agreement and the other Loan Documents;
WHEREAS, the Borrowers are required by subsection 7.12 of the Credit
Agreement to cause the Additional Borrower to become a party to the Security
Agreement;
WHEREAS, the Additional Borrower has agreed to execute and deliver this
Agreement in order to become a party to the Credit Agreement, the Security
Agreement and the other Loan Documents;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants contained herein, the Additional Borrower hereto agrees
with the Agent, for the benefit of the Lenders, as follows:
Defined Terms. Unless otherwise defined herein, terms defined in the Credit
Agreement and the Security Agreement and used herein shall have the meanings
given to them respectively in the Credit Agreement and Security Agreement. The
words "hereof", "herein", "hereto" and "hereunder" and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement, and Section, subsection and Schedule
references are to this Agreement unless otherwise specified. The meanings given
to terms defined herein shall be equally applicable to this Agreement unless
otherwise specified.
Credit Agreement. The Additional Borrower hereby acknowledges, agrees and
confirms that, by its execution of this Agreement, the Additional Borrower will
be deemed to be a party to the Credit Agreement and a "Borrower" for all
purposes of the Credit Agreement, and shall have all of the obligations of a
Borrower thereunder as if it had executed the Credit Agreement. The Additional
Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all
of the terms, provisions and conditions contained in the Credit Agreement,
including without limitation all of the undertakings and waivers set forth
therein. The information set forth in Exhibit A hereto is hereby added to the
information set forth in Schedules I-IX to the Credit Agreement. The Additional
Borrower hereby represents and warrants that each of the representations and
warranties contained in Section 5 of the Credit Agreement, as supplemented by
the information in Exhibit A hereto, is true and correct on and as of the date
hereof (after giving effect to this Agreement) as if made on and as of such
date. Without limiting the foregoing, the Additional Borrower hereby agrees as
of the date hereof, to become a party to each Note evidencing the Loans of the
Lenders.
Security Agreement. The Additional Borrower hereby acknowledges, agrees and
confirms that, by its execution of this Agreement, the Additional Borrower will
be deemed to be a party to the Security Agreement and a "Borrower" for all
purposes of the Security Agreement, and shall have all of the obligations of a
Borrower thereunder as if it had executed the Security Agreement. The Additional
Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all
of the terms, provisions and conditions contained in the Security Agreement,
including without limitation all of the undertakings and waivers set forth
therein. The information set forth in Exhibit B hereto is hereby added to the
information set forth in Schedules 1-6 to the Security Agreement. The Additional
Borrower hereby represents and warrants that each of the representations and
warranties contained in the Security Agreement, as supplemented by the
information in Exhibit B hereto, is true and correct on and as of the date
hereof (after giving effect to this Agreement) as if made on and as of such
date.
Loan Documents. The Additional Borrower hereby acknowledges, agrees and confirms
that, by its execution of this Agreement, the Additional Borrower will be deemed
to be a party to all of the other Loan Documents and a "Borrower" for all
purposes under such Loan Documents, and shall have all of the obligations of a
Borrower thereunder. This Agreement is a Loan Document.
Notices. The address of the Additional Borrower for the purposes of all notices
and other communications under the Credit Agreement and the other Loan Documents
is c/o Advanced Communication Systems, Inc., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, Attn: Dev Ganesan, Chief Financial Officer.
Section Headings. The Section and subsection headings used in this Agreement are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.
Successors and Assigns. This Agreement shall be binding upon the successors and
assigns of the Borrowers and the Additional Borrower and shall inure to the
benefit of the Agent and its successors and assigns.
Joint and Several Liability. WHETHER OR NOT EXPRESSLY STATED HEREIN OR IN ANY
OTHER LOAN DOCUMENT, ALL OBLIGATIONS OF THE BORROWERS (OR OF ANY BORROWER)
HEREUNDER AND UNDER EACH OTHER LOAN DOCUMENT (WHETHER IN CONNECTION WITH LOANS,
LETTERS OF CREDIT OR OTHER OBLIGATIONS) ARE JOINT AND SEVERAL OBLIGATIONS OF ALL
BORROWERS.
Maximum Amount of Joint and Several Liability. To the extent that applicable Law
otherwise would render the full amount of the joint and several obligations of
any Subsidiary of ACS Inc. hereunder and under the other Loan Documents invalid
or unenforceable, such Subsidiary's obligations hereunder and under the Loan
Documents shall be limited to the maximum amount which does not result in such
invalidity or unenforceability, provided, however, that each Borrower's
obligations hereunder and under the other Loan Documents shall be presumptively
valid and enforceable to their fullest extent in accordance with the terms
hereof or thereof, as if this Section 9 were not a part of this Agreement.
GOVERNING LAW. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA.
Counterparts. This Agreement may be executed in two or more counterparts and by
the different parties hereto on separate counterparts, each constituting an
original, but all together constitute one and the same instrument.
IN WITNESS WHEREOF, each of the Borrowers has caused this Agreement to
be duly executed by its authorized officers as of the day and year first above
written.
IN WITNESS WHEREOF, the Additional Borrower has caused this Agreement
to be duly executed by its authorized officers, and the Agent, for the benefit
of the Lenders, has caused the same to be accepted by its authorized officer, as
of the day and year first above written.
ADVANCED COMMUNICATION SYSTEMS, INC.
INTEGRATED SYSTEMS CONTROL, INC.
RF MICROSYSTEMS, INC.
ADVANCED MANAGEMENT, INC.,
as Borrowers
By:_______________________________
Dev Ganesan
Chief Financial Officer
SEMCOR, INC.,
as Additional Borrower
By:_______________________________
Dev Ganesan
Chief Financial Officer
Acknowledged and accepted:
NATIONSBANK, N.A.,
as Agent
By:______________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Vice President