EXHIBIT 10.17.2
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the "Agreement") dated as of May __, 2003 is by
and between PHP Holdings, Inc., a Florida corporation (the "Subsidiary"), and
Bank of America, N.A., in its capacity as Administrative Agent and Collateral
Agent under that certain Credit and Guaranty Agreement (as amended, modified,
supplemented, increased and extended from time to time, the "Credit Agreement"),
dated as of December 14, 2001, among AMERIGROUP Corporation, a Delaware
corporation (the "Borrower"), certain Subsidiaries and Affiliates of the
Borrower, as guarantors, the Lenders identified therein and the Administrative
Agent. All of the defined terms in the Credit Agreement are incorporated herein
by reference.
The Credit Parties are required by Section 7.12 of the Credit Agreement
to cause the Subsidiary to become a "Guarantor".
Accordingly, the Subsidiary hereby agrees as follows with the
Administrative Agent, for the benefit of the Lenders:
1. The Subsidiary hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Subsidiary will be deemed to be a party to the
Credit Agreement and a "Guarantor" for all purposes of the Credit Agreement, and
shall have all of the obligations of a Guarantor thereunder as if it had
executed the Credit Agreement. The Subsidiary hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions
applicable to the Guarantors contained in the Credit Agreement. Without limiting
the generality of the foregoing terms of this paragraph 1, the Subsidiary hereby
jointly and severally together with the other Guarantors, guarantees to each
Lender and the Administrative Agent, as provided in Section 4 of the Credit
Agreement, the prompt payment and performance of the Guaranteed Obligations in
full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration or otherwise) strictly in accordance with the terms thereof.
2. The Subsidiary hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Subsidiary will be deemed to be a party to the
Security Agreement, and shall have all the obligations of an "Grantor" (as such
term is defined in the Security Agreement) thereunder as if it had executed the
Security Agreement. The Subsidiary 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. Without limiting generality of the foregoing terms of
this paragraph 2, the Subsidiary hereby grants to the Collateral Agent, for the
benefit of the Lenders, a continuing security interest in, and a right of set
off against any and all right, title and interest of the Subsidiary in and to
the Collateral (as such term is defined in Section 2 of the Security Agreement)
of the Subsidiary. The Subsidiary hereby represents and warrants to the
Administrative Agent that:
(i) The Subsidiary's chief executive office and chief place of
business are (and for the prior four months have been) located at the
locations set forth on Schedule 1 attached hereto and the Subsidiary
keeps its books and records at such locations.
(ii) The Subsidiary's legal name is as shown in this Agreement
and the Subsidiary has not in the past four months changed its name,
been party to a merger, consolidation or other change in structure or
used any tradename except as set forth in Schedule 2 attached hereto.
(iii) The patents and trademarks listed on Schedule 3 attached
hereto constitute all of the registrations and applications for the
patents and trademarks owned by the Subsidiary.
3. The Subsidiary hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Subsidiary will be deemed to be a party to the
Pledge Agreement, and shall have all the obligations of a "Pledgor" thereunder
as if it had executed the Pledge Agreement. The Subsidiary hereby ratifies, as
of the date hereof, and agrees to be bound by, all the terms, provisions and
conditions contained in the Pledge Agreement. Without limiting the generality of
the foregoing terms of this paragraph 3, the Subsidiary hereby pledges and
assigns to the Collateral Agent, for the benefit of the Lenders, and grants to
the Collateral Agent, for the benefit of the Lenders, a continuing security
interest in any and all right, title and interest of the Subsidiary in and to
Pledged Shares (as such term is defined in Section 2 of the Pledge Agreement)
listed on Schedule 4 attached hereto and the other Pledged Collateral (as such
term is defined in Section 2 of the Pledge Agreement).
4. The address of the Subsidiary for purposes of all notices and other
communications is ____________________, ____________________________, Attention
of ______________ (Facsimile No. ____________).
5. The Subsidiary hereby waives acceptance by the Administrative Agent
and the Lenders of the guaranty by the Subsidiary under Section 4 of the Credit
Agreement upon the execution of this Agreement by the Subsidiary.
6. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken together shall
constitute one contract.
7. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Subsidiary has caused this Joinder Agreement to
be duly executed by its authorized officers, and the Administrative 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.
PHP HOLDINGS, INC., a Florida
corporation
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name:
Title:
Acknowledged:
AMERIGROUP CORPORATION, a
Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name:
Title:
Acknowledged and accepted:
BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent
By:
-----------------------------------------
Name:
Title:
AMERIGROUP CORPORATION
JOINDER AGREEMENT
Schedule 1
CHIEF EXECUTIVE OFFICE AND CHIEF PLACE OF BUSINESS
Schedule 2
NAME CHANGES, MERGERS, CONSOLIDATIONS, OTHER CHANGES IN STRUCTURE
OR TRADENAMES
Schedule 3
PATENTS AND TRADEMARKS
Schedule 4
PLEDGED SHARES
Number
of Certificate Percentage
Pledgor Issuer Shares Number Ownership
------- ------ ------ ----------- ----------
PHP Holdings, Inc., a Florida AMERIGROUP Florida, Inc., 100%
corporation a Florida corporation
