EXHIBIT 10.3H
PLEDGE AGREEMENT SUPPLEMENT
THIS PLEDGE AGREEMENT SUPPLEMENT (as from time to time amended,
revised, modified, supplemented or amended and restated, this "Supplement"),
dated as of June 28, 2006 is made by Infocrossing, Inc., a Delaware corporation
(the "Pledgor"), and BANK OF AMERICA, N.A., a national banking association, as
Administrative Agent for each of the Lenders (as described in the Pledge
Agreement referred to below) now or hereafter party to the Credit Agreement (as
defined in the Pledge Agreement referred to below). All capitalized terms used
but not otherwise defined herein shall have the respective meanings assigned
thereto in the Pledge Agreement (as defined below).
WHEREAS, the Pledgor is required under the terms of that certain
Securities Pledge Agreement dated as of November 30, 2005 executed by the
Pledgor (among others), or to which the Pledgor has been joined as a party
pursuant to a Pledge Joinder Agreement, in favor of the Administrative Agent for
the benefit of the Secured Parties (as from time to time amended, revised,
modified, supplemented or amended and restated, the "Pledge Agreement"), to
cause certain Pledged Interests held by it and listed on Annex A to this
Supplement (the "Additional Interests") to be specifically identified as subject
to the Pledge Agreement; and
WHEREAS, a material part of the consideration given in connection with
and as an inducement to the execution and delivery of the Credit Agreement by
the Secured Parties was the obligation of the Pledgor to pledge to the
Administrative Agent for the benefit of the Secured Parties the Additional
Interests, whether then owned or subsequently acquired or created; and
WHEREAS, the Pledgor has acquired rights in the Additional Interests
and desires to pledge, and evidence its prior pledge, to the Administrative
Agent for the benefit of the Secured Parties all of the Additional Interests in
accordance with the terms of the Credit Agreement and the Pledge Agreement;
NOW, THEREFORE, the Pledgor hereby agrees as follows with the
Administrative Agent, for the benefit of the Secured Parties:
The Pledgor hereby reaffirms and acknowledges the pledge and collateral
assignment to, and the grant of security interest in, the Additional Interests
contained in the Pledge Agreement and pledges and collaterally assigns to the
Administrative Agent for the benefit of the Secured Parties, and grants to the
Administrative Agent for the benefit of the Secured Parties a first priority
lien and security interest in, the Additional Interests and all of the
following:
(a) all money, securities, security entitlements and other
investment property, dividends, rights, general intangibles and other
property at any time and from time to time (x) declared or distributed
in respect of or in exchange for or on conversion of any or all of the
Additional Interests or (y) by its or their terms exchangeable or
exercisable for or convertible into any Additional Interest or other
Pledged Interest;
(b) all other property of whatever character or description,
including money, securities, security entitlements and other investment
property, and general intangibles hereafter delivered to the
Administrative Agent in substitution for or as an addition to any of
the foregoing;
(c) all securities accounts to which may at any time be
credited any or all of the foregoing or any proceeds thereof and all
certificates and instruments representing or evidencing any of the
foregoing or any proceeds thereof; and
(d) all proceeds of any of the foregoing.
The Pledgor hereby acknowledges, agrees and confirms by its execution
of this Supplement that the Additional Interests constitute "Pledged Interests"
under and are subject to the Pledge Agreement, and the items of property
referred to in clauses (a) through (d) above (the "Additional Collateral") shall
collectively constitute "Collateral" under and are subject to the Pledge
Agreement. Each of the representations and warranties with respect to Pledged
Interests and Collateral contained in the Pledge Agreement is hereby made by the
Pledgor with respect to the Additional Interests and the Additional Collateral,
respectively. The Pledgor further represents and warrants that Annex A attached
to this Supplement contains a true, correct and complete description of the
Additional Interests, and that all other documents required to be furnished to
the Administrative Agent pursuant to Section 2(c) of the Pledge Agreement in
connection with the Additional Collateral have been delivered or are being
delivered simultaneously herewith to the Administrative Agent. The Pledgor
further acknowledges that Schedule I to the Pledge Agreement shall be deemed, as
to it, to be supplemented as of the date hereof to include the Additional
Interests as described on Annex A to this Supplement.
The Pledgor irrevocably waives notice of acceptance of this Supplement
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 Supplement.
IN WITNESS WHEREOF, the Pledgor has caused this Supplement to be duly
executed by it's authorized officer as of the day and year first above written.
PLEDGOR:
INFOCROSSING, INC.
By: /s/ William J. McHale
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Name: William J. McHale
Title: Chief Financial Officer