**Exhibit10.8**

 

 

**SECONDAMENDMENT TO ACCOUNT PURCHASE AGREEMENT**

 

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

 

Forgood and valuable consideration the receipt and sufficiency of which is herebyacknowledged, WFBC and Customer agree to amend the Agreement as follows:

 

1.             The following definition shall be added to theAgreement:

 

“**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 entiretyand replace with the following language:

 

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

 

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

 

**2.20        “WFBC Discount”**shall be a fee which shall be equal to the lesser of the gross faceamount 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 foradvances of the type, in the amount, for the purposes and otherwise of the kindherein contemplated. Such fee shall be computed on a daily basis starting onthe date each Account is purchased through and including the date of receipt ofgood funds paying each Account in full. The fee shall be calculated on thebasis of a 360-day year for the actual number of days elapsed.

 

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

 

**2.20(b)** WFBCmay, upon prior written notice to Customer, change the amount of any fee orcharge provided for herein at its sole discretion; provided, however, theMinimum Fee, Termination Fee and the Facility Fee will not be modified underthis provision.

 

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

 

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

 
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writtennotice to WFBC immediately upon obtaining any knowledge, from any source, ofthe assertion, filing, recording or perfection by any means, of any non-consensualLien against the Collateral.

 

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

 

**5.01  SecurityInterest/Collateral:**  As further inducement for WFBC to enter intothis Agreement, Customer grants to WFBC, as collateral for the repayment of anyand all obligations and liabilities whatsoever of Customer to WFBC, a securityinterest, under the Uniform Commercial Code, in the following describedproperty, 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, investmentproperty, deposit accounts, the Collected Reserve established hereunder,inventory, instruments, chattel paper, documents, insurance proceeds, and allbooks and records pertaining to accounts and all proceeds and products of theforegoing property together with a controlled collateral account to bemaintained by Customer and the Affiliates at Wells Fargo Bank, N.A. andcontrolled by WFBC with a balance of $3,500,000 (the “Collateral Account”)which account shall serve as additional collateral for Customer’s obligationsto WFBC hereunder. The Collateral Account shall be interest bearing and theinterest shall accrue to the benefit of Customer in the absence of theoccurrence of an Event of Default.

 

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

 

**6.06  Minimum Fees,Early Termination Fee and Facility Fee:** Customer shall pay the  MinimumFee each month during the Term (and any renewals hereof) and Customer shall payany deficiency between the Minimum Fee and the fees paid under Section 2.20hereof on a quarterly basis the fifteenth (15th) day of the nextcalendar quarter. In the event Customer terminates this agreement prior to theend of the Term, in lieu of further Minimum Fees after the full pay off ofWFBC, Customer shall pay WFBC $1,000,000 if such termination occurs during thefirst year of the Term, $750,000 if the termination occurs during the secondyear of the Term and $500,000 if the termination occurs during the third yearof the term (each, the “Termination Fee”). Customer shall pay a Facility Fee inthe amount of $100,000 on or before November 14, , 2007 *and annually thereafter on the 14th day ofNovember* 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 WFBChereunder, including the repurchase of all Accounts, and Customer ceasesselling Accounts hereunder, Minimum Fees for the remainder of the then currentTerm shall be waived from the date of the full pay off to WFBC or the dateselling of Accounts ceases, whichever is later. WFBC agrees that in calculatingthe Minimum Fee hereunder, the fees paid by the Affiliates will be creditedtowards such Minimum Fee.

 

In witness whereof, thisSecond Amendment to Account Purchase Agreement is entered into as of the datefirst 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 |   |
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GUARANTOR CONSENTAND AGREEMENT

 

Theundersigned Guarantor consents to the within Amendment to Account PurchaseAgreement and agrees that the execution thereof by WFBC and Customer shall notimpair or otherwise affect Guarantor’s obligations and duties to WFBC withregard to the Agreement, as amended, all of which are hereby reaffirmed. Thisconsent and agreement shall be effective as of the effective date of theAmendment.

 

 
|   |     | 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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