EX-10.55






ADDENDUM TO BUSINESS FINANCING AGREEMENT AND

AGREEMENT FOR WHOLESALE FINANCING




This Addendum is made to (i) that certain Business Financing Agreement executed on the
25th day of June, 2004, between En Pointe Technologies Sales, Inc. and En Pointe Gov, Inc.
(individually, collectively and jointly and severally “Dealer”) and GE Commercial Distribution
Finance Corporation (“CDF”), as amended (“BFA”) and (ii) that certain Agreement for Wholesale
Financing between Dealer and CDF dated June 25, 2004 as amended (“AWF”).



FOR VALUE RECEIVED, CDF and Dealer agree that the following paragraph is incorporated into the
AWF and BFA as if fully and originally set forth therein:



“En Pointe Technologies, Inc., Guarantor of Dealer’s obligations to CDF under a Collateralized
Guaranty dated June 25, 2004 (“Guarantor”), will maintain, as of the last day of each calendar
quarter set forth below:




	(a)	 	a Tangible Net Worth and Subordinated Debt in the combined amount of not less than the amount
shown below:





	 	 	 	 	 
	Quarter-end
	 	Amount

	 
	 	 	 	 
	March 2006
	 	$	12,850,000	 
	June 2006
	 	$	11,850,000	 
	September 2006
	 	$	12,250,000	 
	December 2006 and each quarter-end thereafter
	 	$	12,750,000	 






(b) a ratio of Debt minus Subordinated Debt to Tangible Net Worth and Subordinated Debt of not more
than the amount shown below:



	 	 	 
	Quarter-end

	 	Ratio Amount
	 

	 	 
	June2006

September 2006 and each quarter-end thereafter

	 	5.50:1.0

4.75:1.0






(c) a ratio of Current Tangible Assets to current liabilities of not less than the amount shown
below:



	 	 	 
	Quarter-end

	 	Ratio Amount
	 

	 	 
	March 2006 and each quarter-end thereafter

	 	1.2:1.0






(d) As of the last day of each fiscal quarter, beginning with the fiscal quarter ending June 30,
2007, a ratio of EBITDA for the twelve month period ending on the last day of each such fiscal
quarter, to interest expense for the twelve month period ending on the last day of such fiscal
quarter of not less than one and twenty-five one hundredths to one (1.25:1).



For purposes of this paragraph: (i) ‘Tangible Net Worth’ means the book value of Dealer’s
assets less liabilities, excluding from such assets all Intangibles; (ii) ‘Intangibles’ means and
includes general intangibles; software (purchased or developed in-house); accounts receivable and
advances due from officers, directors, employees, stockholders, members, owners and affiliates;
leasehold improvements net of depreciation; licenses; good will; prepaid expenses; escrow deposits;
covenants not to compete; the excess of cost over book value of acquired assets; franchise fees;
organizational costs; finance reserves held for recourse obligations; capitalized research and
development costs; the capitalized cost of patents, trademarks, service marks and copyrights net of
amortization; and such other similar items as CDF may from time to time determine in CDF’s sole
discretion; (iii) ‘Debt’ means all of Dealer’s liabilities and indebtedness for borrowed money of
any kind and nature whatsoever, whether direct or indirect, absolute or contingent, and including
obligations under capitalized leases, guaranties, or with respect to which Dealer has pledged
assets to secure performance, whether or not direct recourse liability has been assumed by Dealer;
(iv) ‘Subordinated Debt’ means all of means all of Dealer’s Debt which is subordinated to
the payment of Dealer’s liabilities to CDF by an agreement in form and substance satisfactory to
CDF; (v) ‘Current Tangible Assets’ means Dealer’s current assets less, to the extent otherwise
included therein, all Intangibles and (vi) ‘EBITDA’ means, for any period of calculation, the net
income of Dealer before provision for income taxes, interest expense (including without limitation,
implicit interest expense on capitalized leases), depreciation and amortization, and after adding
back the operating expenses of Premire BPO consolidated under FIN #46 and other Operating Income,
excluding therefrom (to the extent included): (A) non-operating gains (including, without
limitation, extraordinary or nonrecurring gains and losses, gains and losses from discontinuance of
operations and gains and losses arising from the sale of assets other than inventory) during the
applicable period; (B) net earnings or losses of any business entity in which Dealer has an
ownership interest (other than a wholly owned subsidiary) unless such net earnings shall have
actually been received by Dealer in the form of cash distributions; (C) any portion of the net
earnings of any subsidiary which for any reason is unavailable for payment of dividends to Dealer;
(D) the earnings of any entity to which any assets of Dealer shall have been sold, transferred or
disposed of, or into which Dealer shall have merged, or been a party to any consolidation or other
form of reorganization, prior to the date of such transaction; (DE) any gain or loss arising from
the acquisition or disposition of any securities of Dealer; and (F) non-operating losses arising
from the sale of capital assets during such period. All terms used herein to the extent not defined
shall be used in accordance with generally accepted accounting principles consistently applied. All
amounts, if applicable, shall be calculated on a consolidated basis.”



Dealer waives notice of CDF’s acceptance of this Addendum.



All other terms and provision of the BFA and AWE, to the extent consistent with the foregoing,
are hereby ratified and will remain unchanged and in full force and effect.



IN WITNESS WHEREOF, Dealer and CDF have both read this Addendum to the BFA and AWF, understand
all the terms and provisions hereof, and agree to be bound thereby and subject thereto as of this
12th day of May, 2006.



	 	 	 
	ATTEST:	 	EN POINTE TECHNOLOGIES SALES, INC.
	/s/ Robert A. Mercer     

	 	By: _/s/ Attiazaz “Bob” Din      
	 

	 	 
	Robert A. Mercer, Secretary

	 	Attiazaz “Bob” Din

Chief Executive Officer
	 
	 	 
	ATTEST:

	 	EN POINTE GOV, INC.
	 
	 	 
	/s/ Robert A. Mercer     

	 	By: _/s/ Attiazaz “Bob” Din      
	 

	 	 
	Robert A. Mercer, Secretary

	 	Attiazaz “Bob” Din

Chief Executive Officer






GE COMMERCIAL DISTRIBUTION FINANCE


CORPORATION


By: _/s/ David J. Lynch     


David J. Lynch

Vice President of Operations



ACKNOWLEDGEMENT BY GUARANTOR: 


EN POINTE TECHNOLOGIES, INC.


By: _/s/ Attiazaz “Bob” Din      


Attiazaz “Bob” Din

President