Exhibit
10.8


 





 


SECOND
AMENDMENT TO ACCOUNT PURCHASE AGREEMENT


 


This Second Amendment to Account Purchase Agreement
dated as of this 1st day of October, 2007 shall modify that certain
Account Purchase Agreement dated November 14, 2006, as amended (the “Agreement”),
by and between Wells Fargo Bank, National Association, acting through its Wells
Fargo Business Credit operating division (“WFBC”), and MPC-G, LLC (“Customer”).


 


For
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, WFBC and Customer agree to amend the Agreement as follows:


 


1.             The following definition shall be added to the
Agreement:


 


“Affiliate”
shall mean MPC-Pro, LLC, MPC Computers, LLC and MPC Solution Sales, LLC.


 


2.             Section 2.13 of the Agreement is deleted in its entirety
and replace with the following language:


 


2.13        “Minimum Fee” shall
be a monthly minimum fee calculated as follows: 
the WFBC Discount times $30,000,000 times 30 divided by 360. This fee is
to be paid as stated in Section 6.06 below.


 


2.             Section 2.20 of the Agreement is deleted in its entirety
and replace with the following language:


 


2.20        “WFBC Discount”
shall be a fee which shall be equal to the lesser of the gross face
amount of the Account multiplied by (i) the sum of the Prime Rate, plus 0.75%
per annum, or (ii) the lawful maximum, if any, in effect from time to time for
advances of the type, in the amount, for the purposes and otherwise of the kind
herein contemplated. Such fee shall be computed on a daily basis starting on
the date each Account is purchased through and including the date of receipt of
good funds paying each Account in full. The fee shall be calculated on the
basis of a 360-day year for the actual number of days elapsed.


 


2.20(a) If
any Event of Default exists, the WFBC Discount may increase in an amount up to
the Prime Rate plus 3.75 % per annum to be determined by WFBC at its sole
discretion (but in no event shall such fee be more than the lawful maximum, if
any, in effect from time to time for advances of the type, in the amount, for
the purposes and otherwise of the kind herein contemplated).


 


2.20(b) WFBC
may, upon prior written notice to Customer, change the amount of any fee or
charge provided for herein at its sole discretion; provided, however, the
Minimum Fee, Termination Fee and the Facility Fee will not be modified under
this provision.


 


3.             Section 4.02(c) of the Agreement is
deleted in its entirety and replace with the following language:


 


4.02(c) Customer shall not pledge, transfer or grant any additional consensual
Lien in any personal property or Accounts of Customer nor shall Customer
consent to the placement of any additional Lien by any other party on any
Collateral for the term of this Agreement and for as long as Customer may be
required to repurchase any Account or is indebted to WFBC hereunder without the
written consent of WFBC. Customer shall provide


 


	
  

  	
  Initials:

  	
   

  
	
   

  	
   

  	
   

  



 

















 


written
notice to WFBC immediately upon obtaining any knowledge, from any source, of
the assertion, filing, recording or perfection by any means, of any non-consensual
Lien against the Collateral.


 


4.             Section 5.01 of the Agreement is deleted in
its entirety and replaced with the following language:


 


5.01  Security
Interest/Collateral:  As further inducement for WFBC to enter into
this Agreement, Customer grants to WFBC, as collateral for the repayment of any
and all obligations and liabilities whatsoever of Customer to WFBC, a security
interest, under the Uniform Commercial Code, in the following described
property, as defined under the Uniform Commercial Code:  All presently existing or hereafter arising,
now owned or hereafter acquired property including, but not limited to,  accounts, general intangibles, contract rights, investment
property, deposit accounts, the Collected Reserve established hereunder,
inventory, instruments, chattel paper, documents, insurance proceeds, and all
books and records pertaining to accounts and all proceeds and products of the
foregoing property together with a controlled collateral account to be
maintained by Customer and the Affiliates at Wells Fargo Bank, N.A. and
controlled by WFBC with a balance of $3,500,000 (the “Collateral Account”)
which account shall serve as additional collateral for Customer’s obligations
to WFBC hereunder. The Collateral Account shall be interest bearing and the
interest shall accrue to the benefit of Customer in the absence of the
occurrence of an Event of Default.


 


5.             Section 6.06 of the Agreement is deleted in
its entirety and replaced with the following language:


 


6.06  Minimum Fees,
Early Termination Fee and Facility Fee: 
Customer shall pay the  Minimum
Fee each month during the Term (and any renewals hereof) and Customer shall pay
any deficiency between the Minimum Fee and the fees paid under Section 2.20
hereof on a quarterly basis the fifteenth (15th) day of the next
calendar quarter. In the event Customer terminates this agreement prior to the
end of the Term, in lieu of further Minimum Fees after the full pay off of
WFBC, Customer shall pay WFBC $1,000,000 if such termination occurs during the
first year of the Term, $750,000 if the termination occurs during the second
year of the Term and $500,000 if the termination occurs during the third year
of the term (each, the “Termination Fee”). Customer shall pay a Facility Fee in
the amount of $100,000 on or before November 14, , 2007 and annually thereafter on the 14th day of
November  in the amount of $200,000.
WFBC agrees that if Customer obtains financing from any Wells Fargo & Co.
entity and such financing is utilized for paying off all obligations to WFBC
hereunder, including the repurchase of all Accounts, and Customer ceases
selling Accounts hereunder, Minimum Fees for the remainder of the then current
Term shall be waived from the date of the full pay off to WFBC or the date
selling of Accounts ceases, whichever is later. WFBC agrees that in calculating
the Minimum Fee hereunder, the fees paid by the Affiliates will be credited
towards such Minimum Fee.


 


In witness whereof, this
Second Amendment to Account Purchase Agreement is entered into as of the date
first set forth above.


 


 


	
   

  	
   

  	
  MPC Computers, LLC

  
	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION

  	
  By: GTG Holdings, LLC

  
	
   

  	
   

  	
  Its: Sole Member and
  Manager

  
	
  By:

  	
  /s/
  Matthew Howe

  	
   

  	
  By:

  	
  /s/
  Curtis Akey

  	
   

  
	
   

  	
  (Sign)

  	
   

  	
   

  	
  (Sign)

  	
   

  
	
  By

  	
  Matthew
  Howe

  	
   

  	
  By:

  	
  Curtis
  Akey

  	
   

  
	
   

  	
  (Print)

  	
   

  	
   

  	
  (Print)

  
	
  Title:

  	
  Vice
  President

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
										



 


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  Date:

  	
  9-28-07

  	
   

  	
  Date:

  	
  10-1-07

  	
   

  



 


 


GUARANTOR CONSENT
AND AGREEMENT


 


The
undersigned Guarantor consents to the within Amendment to Account Purchase
Agreement and agrees that the execution thereof by WFBC and Customer shall not
impair or otherwise affect Guarantor’s obligations and duties to WFBC with
regard to the Agreement, as amended, all of which are hereby reaffirmed. This
consent and agreement shall be effective as of the effective date of the
Amendment.


 


 


	
   

  	
   

  	
  MPC Corporation
  f/k/a HyperSpace Communications, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Curtis Akey

  	
   

  
	
   

  	
   

  	
   

  	
  Curtis Akey

  
	
   

  	
   

  	
  Its :

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  906 E. Karcher Rd. 

  
	
   

  	
   

  	
   

  	
  Nampa,
  ID 83687

  
						



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