EXHIBIT 10.3G
SECURITY JOINDER AGREEMENT
THIS SECURITY JOINDER AGREEMENT (the "Security Joinder Agreement"),
dated as of June 28, 2006 is made by INFOCROSSING iCONNECTION, INC., a Delaware
corporation (the "Subsidiary"), and delivered to BANK OF AMERICA, N.A., in its
capacity as Administrative Agent (the "Administrative Agent") under that certain
Credit Agreement (as amended, revised, modified, supplemented or amended and
restated from time to time, the "Credit Agreement"), dated as of November 30,
2005, by and among Infocrossing, Inc. (the "Borrower"), the Lenders party
thereto and the Administrative Agent. All capitalized terms not otherwise
defined herein shall have the meanings given to such terms in the Credit
Agreement.
WHEREAS, the Joining Grantor is a Subsidiary and required by the terms
of the Credit Agreement to become a "Guarantor" under the Credit Agreement and
be joined as a party to the Security Agreement as a Grantor (as defined in the
Security Agreement); and
WHEREAS, the Joining Grantor will materially benefit directly and
indirectly from the credit facilities made available and to be made available`
to the Borrower by the Lenders under the Credit Agreement; and
NOW, THEREFORE, the Joining Grantor hereby agrees as follows with the
Administrative Agent, for the benefit of the Secured Parties (as defined in the
Security Agreement):
1. Joinder. The Joining Grantor hereby irrevocably, absolutely and
unconditionally becomes a party to the Security Agreement as a Grantor and bound
by all the terms, conditions, obligations, liabilities and undertakings of each
Grantor or to which each Grantor is subject thereunder, including without
limitation the grant pursuant to Section 2 of the Security Agreement of a
security interest to the Administrative Agent for the benefit of the Secured
Parties in the property and property rights constituting Collateral (as defined
in Section 2 of the Security Agreement) of such Grantor or in which such Grantor
has or may have or acquire an interest or the power to transfer rights therein,
whether now owned or existing or hereafter created, acquired or arising and
wheresoever located, as security for the payment and performance of the Secured
Obligations (as defined in the Security Agreement), all with the same force and
effect as if the Joining Grantor were a signatory to the Security Agreement.
2. Affirmations. The Joining Grantor hereby acknowledges and reaffirms
as of the date hereof with respect to itself, its properties and its affairs
each of the waivers, representations, warranties, acknowledgements and
certifications applicable to any Grantor contained in the Security Agreement.
3. Supplemental Schedules. Attached to this Security Joinder Agreement
are duly completed schedules (the "Supplemental Schedules") supplementing as
thereon indicated the respective Schedules to the Security Agreement. The
Joining Grantor represents and warrants that the information contained on each
of the Supplemental Schedules with respect to such Joining Grantor and its
properties and affairs is true, complete and accurate in all material respects
as of the date hereof.
4. Severability. The provisions of this Security Joinder Agreement are
independent of and separable from each other. If any provision hereof shall for
any reason be held invalid or unenforceable, such invalidity or unenforceability
shall not affect the validity or enforceability of any other provision hereof,
but this Security Joinder Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein.
5. Counterparts. This Security Joinder Agreement may be executed in any
number of counterparts each of which when so executed and delivered shall be
deemed an original, and it shall not be necessary in making proof of this
Security Joinder Agreement to produce or account for more than one such
counterpart executed by the Joining Grantor. Without limiting the foregoing
provisions of this Section 4, the provisions of Section 10.10 of the Credit
Agreement shall be applicable to this Security Joinder Agreement.
6. Delivery. Joining Grantor hereby irrevocably waives notice of
acceptance of this Security Joinder Agreement and acknowledges that the Secured
Obligations are and shall be deemed to be incurred, and credit extensions under
the Loan Documents and the Related Credit Arrangements made and maintained, in
reliance on this Security Joinder Agreement and the Grantor's joinder as a party
to the Security Agreement as herein provided.
7. Governing Law; Venue; Waiver of Jury Trial. The provisions of
Section 28 of the Security Agreement are hereby incorporated by reference as if
fully set forth herein.
[Signature page follows.]
IN WITNESS WHEREOF, the Joining Grantor has duly executed and delivered
this Security Joinder Agreement as of the day and year first written above.
JOINING GRANTOR:
INFOCROSSING iCONNECTION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer