Exhibit
10.10


 





 


CROSS-COLLATERAL
AND CROSS DEFAULT AGREEMENT


 


This agreement is entered
into this 1st day of October, 2007 by and among Wells Fargo Bank, National
Association, acting through its Wells Fargo Business Credit operating division
(“WFBC”), and MPC Computers, LLC (“MPC”), MPC-G, LLC (“MPC-G”), MPC Solutions
Sales, LLC (“MPC-Sales”), Gateway Companies, Inc. (“GCI”) and MPC-Pro, LLC (“MPC-Pro”).


 


Recitals


 


A.           WFBC and MPC are
parties to an Account Purchase Agreement dated November 16, 2006 (the “MPC
Agreement”).


 


B.             WFBC has a security
interest in Accounts Receivable of MPC pursuant to the MPC Agreement.


 


C.             WFBC and MPC-G are
parties to an Account Purchase Agreement dated November 16, 2006 (the “MPC-G
Agreement”).


 


D.            WFBC has a security
interest in Accounts Receivable of MPC-G pursuant to the MPC-G Agreement.


 


E.              WFBC and MPC-Sales
are parties to an Account Purchase Agreement dated November 16, 2006 (the “MPC-Sales
Agreement”).


 


F.              WFBC has a security
interest in Accounts Receivable of MPC-Sales pursuant to the MPC-Sales
Agreement.


 


G.             WFBC and GCI are
parties to an Account Purchase Agreement dated October 1, 2007 (the “GCI
Agreement”).


 


H.            WFBC and MPC-Pro are
parties to an Account Purchase Agreement dated October 1, 2007 (the “MPC-Sales
Agreement”).


 


I.                 WFBC has a
security interest in Accounts Receivable of MPC-Pro pursuant to the MPC-Sales
Agreement.


 


J.                MPC desires to
sell receivables to WFBC pursuant to the MPC Agreement.


 


K.            MPC-G desires to sell
receivables to WFBC pursuant to the MPC-G Agreement.


 


L.              MPC-Sales desires to
sell receivables to WFBC pursuant to the MPC-Sales Agreement.


 


M.         GCI desires to sell
receivables to WFBC pursuant to the GCI Agreement.


 


N.            MPC-Pro desires to
sell receivables to WFBC pursuant to the MPC-Sales Agreement.


 

















 


O.            Before
purchasing receivables from MPC, MPC-G, MPC-Sales, GCI and MPC-Pro, WFBC
requires that the obligations of MPC under the MPC Agreement, those of MPC-G
under the MPC-G Agreement, those of MPC-Sales under the MPC-Sales Agreement,
those of GCI under the GCI Agreement and those of MPC-Pro under the MPC-Pro
Agreement be cross-defaulted and the security for such obligations be
cross-collateralized.


 


Agreement


 


In consideration of the
foregoing, and other good and valuable consideration the sufficiency and
receipt of which is hereby acknowledged, the parties agree as follows:


 


1.               MPC agrees that the
security interest granted in Section 5.01 of its agreement with WFBC shall
secure the repayment of all obligations due to WFBC under the MPC Agreement,
the MPC-G  Agreement, MPC-Sales
Agreement, the GCI Agreement and the MPC-Pro Agreement.


 


2.               MPC-G  agrees that the security interest granted
in Section 5.01 of its agreement with WFBC shall secure the repayment of all
obligations due to WFBC under the MPC-G Agreement, the MPC Agreement, the
MPC-Sales, the GCI Agreement and the MPC-Pro Agreement.


 


3.               MPC-Sales  agrees that the security interest granted
in Section 5.01 of its agreement with WFBC shall secure the repayment of all
obligations due to WFBC under the MPC-Sales Agreement, the MPC Agreement, the
MPC-G Agreement, the GCI Agreement and the MPC-Pro Agreement.


 


4.               GCI agrees that the
security interest granted in Section 5.01 of its agreement with WFBC shall
secure the repayment of all obligations due to WFBC under the MPC-Pro
Agreement, the MPC Agreement, the MPC-Sales Agreement, the GCI Agreement and
the MPC-G Agreement.


 


5.               MPC-Pro  agrees that the security interest granted
in Section 5.01 of its agreement with WFBC shall secure the repayment of all
obligations due to WFBC under the MPC-Pro Agreement, the MPC Agreement, the
MPC-Sales Agreement, the GCI Agreement and the MPC-G Agreement.


 


6.               MPC, MPC-G,
MPC-Sales, GCI and MPC-Pro agree that the occurrence of an Event of Default
under any of the Account Purchase Agreements shall constitute an Event of
Default under all of the Account Purchase Agreements.


 


7.               MPC, MPC-G,
MPC-Sales, GCI and MPC-Pro agree to provide WFBC such further documentation as
it might request in order to perfect its rights hereunder.


 


8.               This agreement
shall remain in effect as long as there remain any obligations due or
potentially due to WFBC under the MPC Agreement, the MPC-G Agreement, the
MPC-Sales Agreement or the MPC-Pro Agreement.


 


In
witness whereof, this agreement is entered into as of the date first set forth
above.


 


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  WELLS FARGO BANK,
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Matthew
  Howe

  	
   

  
	
   

  	
  (Print)

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Matthew Howe

  	
   

  
	
   

  	
  (Sign)

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MPC Computers, LLC

  	
   

  
	
  By: GTG PC Holdings,
  LLC

  	
   

  
	
  Its: Sole Manager and
  Member

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Curtis
  Akey

  	
   

  
	
   

  	
  (Print)

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Curtis Akey

  	
   

  
	
   

  	
  (Sign)

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MPC-G, LLC

  	
   

  
	
  By: MPC Computers, LLC

  	
   

  
	
  Its: Sole Manager and
  Member

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Curtis
  Akey

  	
   

  
	
   

  	
  (Print)

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Curtis Akey

  	
   

  
	
   

  	
  (Sign)

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MPC Solutions Sales,
  LLC

  	
   

  
	
  By: MPC Computers, LLC

  	
   

  
	
  Its: Sole Manager and
  Member

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Curtis
  Akey

  	
   

  
	
   

  	
  (Print)

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Curtis Akey

  	
   

  
	
   

  	
  (Sign)

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Vice
  President

  	
   

  



 


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  MPC-Pro, LLC

  	
   

  
	
  By: MPC Corporation

  	
   

  
	
  Its: Sole Manager and
  Member

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Curtis
  Akey

  	
   

  
	
   

  	
  (Print)

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Curtis Akey

  	
   

  
	
   

  	
  (Sign)

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  Gateway Companies, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Curtis
  Akey

  	
   

  
	
   

  	
  (Print)

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Curtis Akey

  	
   

  
	
   

  	
  (Sign)

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Vice
  President

  	
   

  



 


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