v0707_exh.htm


    
      
        Exhibit
          10- 61

        


        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 (capitalized
          terms shall
          have the same meaning as defined in the BFA unless otherwise
          indicated):

        


        
          	
                  1.  

                	
                  Section
                    2.1 of the BFA is hereby amended in its entirety to read as
                    follows:

                


        

        


        
          	
                   

                	
                  "2.1  Accounts
                    Receivable Facility.  Subject to the terms of this
                    Agreement, CDF agrees to provide to Dealer an Accounts Receivable
                    Facility
                    of Forty Five Million Dollars ($45,000,000.00); provided,
                    however, that at no time will the principal amount outstanding
                    under the
                    Accounts Receivable Facility and Dealer's inventory floorplan
                    credit
                    facility with CDF exceed, in the aggregate, Forty Five Million
                    Dollars
                    ($45,000,000.00).  CDF's decision to advance
                    funds will not be binding until the funds are actually
                    advanced."

                


        

        


        
          	
                   

                	
                  In
                    addition, subject to the terms of the AWF, CDF agrees to provide
                    to Dealer
                    an inventory floorplan credit facility of Forty Five Million
                    Dollars
                    ($45,000,000.00); provided, however, that at no time will
                    the principal amount outstanding under Dealer's inventory floorplan
                    credit
                    facility with CDF and Dealer's Accounts Receivable Facility exceed,
                    in the
                    aggregate, Forty Five Million Dollars
                    ($45,000,000.00).  CDF's decision to advance
                    funds will not be binding until the funds are actually
                    advanced.

                


        

        


        
          	
                  2.  

                	
                  Section
                    5.2(d) of the BFA is hereby amended by deleting it in its entirety
                    and
                    replacing it with the following:

                


        

        


        “(d)
          acquired the assets or ownership interest of any other Entity in excess
          of Three
          Million Dollars ($3,000,000.00), so long as, both before and after giving
          effect
          to same, Dealer is not and would not be in default under this Agreement
          or the
          Other Agreements or with respect to the CDF Obligations, whether as a result
          of
          same or otherwise.”

        


        3.           
          Section 7.1 of the BFA is hereby
          amended to read as follows

        


        
          	
                   

                	
                  “7.1

                	
                  Termination.  This
                    Agreement will continue in full force and effect (except that
                    it may be
                    terminated by either party upon sixty (60) days written notice
                    to the
                    other party or immediately by CDF in the exercise of its rights
                    and
                    remedies upon Default by Dealer) for a period of three (3) years
                    from
                    August 1, 2007 and for successive one (1) year periods thereafter,
                    subject
                    to termination at the end of any such period on at least sixty
                    (60) days
                    prior written notice by either party to the other party.  If
                    such notice of termination is given by Dealer to CDF, such notice
                    will be
                    ineffective unless Dealer pays to CDF all Obligations on or before
                    the
                    termination date.  Any termination of this Agreement by Dealer
                    or CDF will have the effect of accelerating the maturity of all
                    Obligations not then otherwise due, thereby making all of the
                    Obligations
                    immediately due and payable on the effective date of termination,
                    and will
                    be without any additional penalty or premium of any
                    kind.

                


        

        


        
          	
                   

                	
                  7.1.1

                	
                  Effect
                    of Termination. Dealer will remain obligated to CDF for CDF's
                    advances or commitments made before the effective termination
                    date of this
                    Agreement.  CDF will retain all of its rights, interests and
                    remedies hereunder until Dealer has paid CDF in full.  All
                    waivers, and the agreement to arbitrate, set forth in this Agreement
                    will
                    survive any termination of this
                    Agreement.”

                


        

        


        
          	
                	
                  4.

                	
                  As
                    of the date of execution of this Amendment, all prior financial
                    convenants
                    as previously set forth are hereby deleted in their entirety
                    and restated
                    to read as follows:

                


        

        


        “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

         June
          30, 2007 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

         June
          30,
          2007                                                                                     5.0:1

         September
          30, 2007 and each quarter-end thereafter      4.75:1.0

        


        (c)  Dealer
          covenants that the ratio of Guarantor's Total Funded Indebtedness, calculated
          as
          of the last day of each fiscal quarter, commencing with the fiscal quarter
          ending on June 30, 2007, to EBITDA, calculated as of the last day of each
          such
          fiscal quarter, for the preceding four fiscal quarters then ended, shall
          be no
          more than three to one (3.00:1.00).

         

        For
          purposes of this paragraph:  (i) 'Tangible Net Worth' means the
          book value of  Guarantor'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  Guarantor'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  Guarantor
          has pledged assets to secure performance, whether or not direct recourse
          liability has been assumed by  Guarantor; (iv) 'Subordinated
          Debt' means all of  Guarantor's Debt which is subordinated to the
          payment of  Guarantor's liabilities to CDF by an agreement in form and
          substance satisfactory to CDF; (v) 'Current Tangible Assets'
          means  Guarantor's current assets less, to the extent otherwise
          included therein, all Intangibles  (vi) ‘Funded Debt’
          means,  the sum of the following, without duplication
          (1) Dealer's outstanding principal and interest indebtedness to CDF
excluding the principal outstanding under Dealer's
          inventory floorplan credit facility and,  (2) Guarantor's aggregate
          outstanding principal balance of all other indebtedness for borrowed money,
          including, without limitation, the amount which would have been the aggregage
          cost of all property leased pursuant to a capital lease if such property
          would
          have been purchased rather than leased,  but,
excluding, (3) Subordinated Debt, and (4) that portion of the
          outstanding principal balance of Guarantor's Pakistan affiliates' indebtedness
          for borrowed money up to the amount of such affiliates' interest bearing
          assets
          and (vii) ‘EBITDA’ means,   net operating income plus
          depreciation and amortization plus other income as reflected on Guarantor's
          quarterly consolidated financial statements that have been prepared according
          to
          GAAP (“GAAP”)

        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 (“GAAP”).

        


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

        


        All
          other
          terms and provision of the BFA and AWF, 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 25th  day of
        July , 2007.

       

      
         

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

                	 	
                  By:

                	
                  /s/Attiazaz
                    Din

                	 Date: 
                  July 30, 2007
	
                  Robert
                    A. Mercer,

                	 	 	
                  Attiazaz
                    “Bob” Din

                	 
	
                  Secretary

                	 	 	
                  Chief
                    Executive Officer

                	 


        

         

         

        
           

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

                  	 	
                    By
                      :

                  	
                    /s/Attiazaz
                      Din

                  	 Date: 
                    July 30, 2007
	
                    Robert
                      A. Mercer,

                  	 	 	
                    Attiazaz
                      “Bob” Din

                  	 
	
                    Secretary

                  	 	 	
                    Chief
                      Executive Officer

                  	 


          

        

         

         

         

        
          	  
                  	
                  
                    GE
                      COMMERCIAL DISTRIBUTION FINANCE CORPORATION

                  

                	 
	 	 	 	 
	
                   

                	
                  By:

                	
                  /s/
                    David J. Lynch

                	 Date: 
                  July 30, 2007
	 	 	
                  Name
                    David J. Lynch

                	 
	 	 	
                  Vice
                    President of Operations

                	 
	 	 	 	 


        

         

         

        
          ACKNOWLEDGEMENT
            BY GUARANTOR:

           

           

          
            	EN
                    POINTE TECHNOLOGIES, INC	 
	 	 	 
	
                    By:
                      

                  	/s/
                    Attiazaz Din	 Date: 
                    July 30, 2007
	 	
                    Attiazaz
                      “Bob” Din

                  	 
	 	
                    President