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EXHIBIT 10.3F
AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVER
This Amendment No. 3 to Credit Agreement and Waiver (this
"Agreement")
dated as of March 9, 2007 is made by and among INFOCROSSING,
INC., a Delaware
corporation (the "Borrower"), BANK OF AMERICA, N.A., a national
banking
association organized and existing under the laws of the United
States ("Bank of
America"), in its capacity as administrative agent for the
Lenders (as defined
in the Credit Agreement (as defined below)) (in such capacity,
the
"Administrative Agent"), and each of the Lenders signatory
hereto, and each of
the Guarantors (as defined in the Credit Agreement) signatory
hereto.
W I T N E S S E T H:
WHEREAS, the Borrower, the Administrative Agent and the Lenders
have
entered into that certain Credit Agreement dated as of November
30, 2005, as
amended by Amendment No. 1 to Credit Agreement and Waiver dated
as of May 5,
2006, as further amended by Amendment No. 2 to Credit Agreement
dated as of June
27, 2006 (as so amended, as hereby amended and as from time to
time hereafter
further amended, modified, supplemented, restated, or amended
and restated, the
"Credit Agreement"; capitalized terms used in this Agreement not
otherwise
defined herein shall have the respective meanings given thereto
in the Credit
Agreement), pursuant to which the Lenders have made available to
the Borrower a
term loan facility and a revolving credit facility, including a
letter of credit
facility and a swing line facility; and
WHEREAS, each of the Guarantors has entered into a Guaranty
pursuant to
which it has guaranteed the payment and performance of the
obligations of the
Borrower under the Credit Agreement and the other Loan
Documents; and
WHEREAS, the Borrower has advised the Administrative Agent and
the
Lenders that it desires to amend Section 6.01(c) of the Credit
Agreement and to
obtain a waiver of any Event of Default that may have occurred
as a result of a
violation thereof on or prior to the date hereof, and the
Administrative Agent
and the Lenders signatory hereto are willing to effect such
amendment and waiver
on the terms and conditions contained in this Agreement;
NOW, THEREFORE, in consideration of the premises and further
valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the
parties hereto agree as follows:
1. Amendments to Credit Agreement. Subject to the terms and
conditions set forth
herein, Section 6.01(c) of the Credit Agreement is hereby
amended by deleting
such section and replacing it with the following:
"(c) as soon as available, but in any event no later than
March 15th of each fiscal year (beginning with the fiscal year
ending
December 31, 2007), forecasts prepared by management of the
Borrower,
in form satisfactory to the Administrative Agent and the
Required
Lenders, of consolidated balance sheets and statements of income
or
operations and cash flows of the Borrower and its
<PAGE>
Subsidiaries on a monthly basis for such year (including the
fiscal
year in which the Revolving Credit Maturity Date occurs)."
2. Waiver and Agreement. Effective as of the date hereof, by
the
execution of this Agreement, the Administrative Agent and the
Lenders
signatory hereto hereby waive any Event of Default that may
have
occurred as a result of a violation of Section 6.01(c) on or
prior to
the date hereof as a result of the Borrower's failure to
deliver
forecasts for the fiscal year ending December 31, 2007 within
the time
provided therefor by Section 6.01(c) prior to giving effect to
the
amendment set forth in Paragraph 1 above.
3. Effectiveness; Conditions Precedent. The effectiveness of
this
Agreement and the amendment to the Credit Agreement, waiver and
other
agreements herein provided are subject to the satisfaction of
the
following conditions precedent:
(a) the Administrative Agent shall have received each of the
following
documents or instruments in form and substance reasonably
acceptable
to the Administrative Agent:
(i) a fully executed counterpart of this Agreement in original
form or via
telecopier or other electronic transmission (including .pdf
format),
duly executed by the Borrower, the Administrative Agent,
each
Guarantor and the Required Lenders, followed promptly by the
delivery
of four (4) original counterparts unless such delivery of
originals
with respect to any particular Lender is waived by the
Administrative
Agent;
(ii) such other documents, instruments, certifications,
undertakings,
further assurances and other matters as the Administrative Agent
shall
reasonably request; and
(b) all fees and expenses payable to the Administrative Agent
and the
Lenders (including the fees and expens
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