EXHIBIT 10.5
JOINDER TO SECURITY AGREEMENT
October 1, 2004
The undersigned party hereby joins in the execution of that certain
Guaranty and Security Agreement dated as of July 29, 2004 (as the same may be
amended, restated, supplemented or otherwise modified an in effect from time to
time, the "GUARANTY AND SECURITY AGREEMENT") by and among Infocrossing, Inc., a
Delaware corporation, Infocrossing Southeast, Inc., a Georgia corporation
formerly know as Amquest, Inc., ETG, Inc., a Delaware corporation, Infocrossing
Services, Inc., a Delaware corporation, Infocrossing Services Southeast, Inc., a
Georgia corporation formerly known as Amquest Services, Inc., Infocrossing West,
Inc., a California corporation formerly know as ITO Acquisition Corporation,
Infocrossing Services West, Inc., a California corporation, and each other
Person that becomes an Obligor thereunder after the date and pursuant to the
terms thereof, to and in favor of CapitalSource Finance LLC, a Delaware limited
liability company, as Agent. By executing this Joinder to Guaranty and Security
Agreement, the undersigned hereby agrees that it is a Guarantor and an Obligor
thereunder with the same force and effect as if originally named therein as a
Guarantor and an Obligor and agrees to be bound by all of the terms and
provisions of the Guaranty and Security Agreement. Each reference to a Guarantor
or an Obligor in the Guaranty and Security Agreement shall be deemed to include
the undersigned. Capitalized terms used herein but not otherwise defined herein
shall have the respective meanings ascribed thereto in the Guaranty and Security
Agreement.
The undersigned hereby represents and warrants to the Agent that:
(a) the undersigned does not own any Commercial Tort Claim except for
those disclosed on Schedule 2(d) hereto;
(b) the principal place of business and chief executive office of the
undersigned is as set forth on Schedule 5(a) hereto;
(c) the undersigned 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 5(a) hereto;
(d) the location of all Collateral owned by the undersigned is as shown
on Schedule 5(b) hereto;
(e) except as set forth in Schedule 5(h) hereto, none of the
undersigned's Copyrights, Patents or Trademarks is the subject of any licensing
or franchise agreement; and
(f) Schedule 5(h) hereto lists all of the undersigned's Copyright
Licenses, Copyrights, Patent Licenses, Patents, Trademark Licenses and
Trademarks.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has duly executed this Joinder to
Guaranty and Security Agreement as of the date first written above.
INFOCROSSING HEALTHCARE SERVICES, INC., a Delaware
corporation formerly known as Verizon Information
Technologies Inc.
By: /s/ Xxxx Xxxxxxxx
-----------------
Name: Xxxx Xxxxxxxx
Title: Chief Executive Officer
