exv10w41



 





Exhibit 10.41




BUSINESS FINANCING AGREEMENT




This Business Financing Agreement (“Agreement”) is made between GE Commercial
Distribution Finance Corporation (“CDF”) and En Pointe Technologies Sales,
Inc., a [   ] SOLE PROPRIETORSHIP, [   ] PARTNERSHIP, [X] CORPORATION, [   ]
LIMITED LIABILITY COMPANY (check applicable term) (“Dealer”), having its chief
executive office located at 100 North Sepulveda Blvd., 19th Floor, El Segundo,
CA 90245.




	1.	 	DEFINITIONS






	1.1	 	Special Definitions. The following terms will have the following
meanings in this Agreement:






“Accounts”: all accounts, leases, chattel paper, choses
in action and instruments, including any lien or other security
interest that secures or may secure any of the foregoing, plus
all books, invoices, documents and other records in any form
evidencing or relating to any of the foregoing, now owned or
hereafter acquired by Dealer.




“Accounts Receivable Facility”: a credit facility
extended pursuant to this Agreement.




“Agreement for Wholesale Financing”: any Agreement for
Wholesale Financing, as amended from time to time, which Dealer
has executed in conjunction with inventory financing extended
by CDF.




“Average Contract Balance”: the amount determined by dividing:
(a) the sum of the Daily Contract Balances (as defined in
Section 2.1.1) for a billing period; by, (b) the actual number
of days in such billing period.




“Business Day”: any day other than a Saturday, Sunday or other
days on which commercial banks are authorized or required to
close under the laws of the United States.




“Default”: the events or occurrences enumerated in
Section 6.




“Entity”: any individual, association, firm, corporation,
partnership, limited liability company, trust, governmental
body, agency or instrumentality whatsoever.




“Guarantor”: a guarantor of any of the Obligations.




“Inventory”: all of Dealer’s presently owned and hereafter
acquired goods which are held for sale or lease.




“Obligations”: all liabilities and indebtedness now or
hereafter arising, owing, due or payable from Dealer to CDF
(and any of its subsidiaries and affiliates), including any
third party claims against Dealer satisfied or acquired by CDF,
whether primary or secondary, joint or several, direct,
contingent, fixed or otherwise, and whether or not evidenced by
instruments or evidences of indebtedness, and all covenants,
agreements (including consent to binding arbitration),
warranties, duties and representations, whether such
Obligations arise under this Agreement, the Other Agreements or
any other agreements previously, now or hereafter executed by
Dealer and delivered to CDF or by operation of law.




“Other Agreements”: all security agreements (including the
Agreement for Wholesale Financing), mortgages, leases,
instruments, assignments,



 









 





Exhibit 10.41





documents, guarantees, schedules, certificates, contracts and
similar agreements heretofore, now or hereafter executed by
Dealer and delivered to CDF or delivered by or on behalf of
Dealer to a third party and assigned to CDF by operation of law
or otherwise.




“Prime Rate”: a rate of interest equal to the greater of: (a)
the rate of interest which JP Morgan Chase Bank (or any
successor in interest) publicly announces from time to time as
its prime rate or reference rate; and (b) four percent (4%) per
annum. The Prime Rate will change and take effect for purposes
of this Agreement on the day that JP Morgan Chase Bank (or any
successor in interest) publicly announces any change in its
Prime Rate or reference rate.




	2.	 	CREDIT FACILITY/INTEREST RATES/FEES






	2.1	 	Accounts Receivable Facility. Subject to the terms of this
Agreement, CDF agrees to provide to Dealer an Accounts Receivable
Facility of Thirty Million DOLLARS ($30,000,000.00). CDF’s decision
to advance funds is discretionary, and will not be binding until the
funds are actually advanced.






	2.1.1	 	Interest. Dealer agrees to pay interest to CDF on the
Daily Contract Balance at a rate equal to the Prime Rate plus one
percent (1%) per annum, provided however, that the Initial
Advance will bear interest at Prime Rate minus one half of one
percent (.50%). CDF will calculate such interest by multiplying
the Daily Rate by the Daily Contract Balance (each as defined
below). Such interest will accrue from the date that CDF
authorizes any Electronic Transfer (as defined in Section 3.10
herein) or otherwise makes an advance under the Accounts
Receivable Facility until CDF receives the full and final payment
of the principal debt which Dealer owes to CDF, subject to the
terms of Section 3.8 herein. The “Daily Rate” is the applicable
annual rate provided herein divided by 360. The “Daily Contract
Balance” is the amount of the outstanding principal debt which
Dealer owes to CDF on the Accounts Receivable Facility at the end
of each day(including the amount of all Electronic Transfers
authorized) after CDF has credited the payments which it has
received on the Accounts Receivable Facility, subject to the
terms of Section 3.8 herein.
	 
	2.1.2	 	Fees. Dealer agrees to pay to CDF an advance fee
equal to    n/a   percent (n/a%) on each advance
to Dealer under the Accounts Receivable Facility.
	 
	2.1.3	 	Maximum Interest. CDF intends to strictly conform to
the usury laws governing this Agreement. Regardless of any
provision contained herein or in any other document, CDF shall
never be deemed to have contracted for, charged or be entitled to
receive, collect or apply as interest any amount in excess of the
maximum amount allowed by applicable law. If CDF ever receives
any amount which, if considered to be interest, would exceed the
maximum amount permitted by law, CDF will apply such excess
amount to the reduction of the unpaid principal balance which
Dealer owes, and then will pay any remaining excess to Dealer.
In determining whether the interest paid or payable exceeds the
highest lawful rate, Dealer and CDF shall, to the maximum extent
permitted under applicable law: (a) characterize any
non-principal payment (other than payments which are expressly
designated as interest payments hereunder) as an expense or fee
rather than as interest; (b) exclude voluntary pre-payments and
the effect thereof; and (c) spread the total amount of interest
throughout the entire term of this Agreement so that the interest
rate is uniform throughout such term.






	2.2	 	Payments. Any payment under this Agreement which would otherwise
be due on a day which is not a Business Day, shall be due on the next
succeeding Business Day, with such extension of time included in any
calculation of applicable finance charges.




 









 











Exhibit 10.41





	2.2.1	 	Billing Statement. CDF will send Dealer a monthly
billing statement(s) identifying all charges due on Dealer’s
account with CDF. The interest and fee charges specified on each
billing statement will be: (a) due and payable in full
immediately on receipt, and (b) an account stated, unless CDF
receives Dealer’s written objection thereto within fifteen (15)
days after it is mailed to Dealer. If CDF does not receive, by
the 25th day of any given month, payment of all charges accrued
to Dealer’s account with CDF during the immediately preceding
month, Dealer will (to the extent allowed by law) pay CDF a late
fee equal to the greater of $5 or 5% of the amount of such
finance charges (payment of such fee does not waive the default
caused by the late payment). Dealer will pay CDF $100 (or such
other amount as may be communicated pursuant to Section 2.2.2
below) for each of Dealer’s checks returned unpaid for
insufficient funds and for each ACH (as defined below) debit
rejected by Dealer’s bank due to insufficient funds in Dealer’s
accounts (each, an “NSF check”) (such $100 payment repays CDF’s
estimated administrative costs; it does not waive the default
caused by the NSF check). CDF may adjust the billing statement
at any time to conform to applicable law and this Agreement.
Dealer waives the right to direct the application of any payments
hereafter received by CDF on account of the Obligations. CDF
will have the continuing exclusive right to apply and reapply any
and all such payments in such manner as CDF may deem advisable
notwithstanding any entry by CDF upon its books and records.
	 
	2.2.2	 	Fees. From time to time, CDF may provide written
notice to Dealer of new or changed fees (including those for
Electronic Transfers), finance charges, policies, practices and
other costs (collectively, “Fees”) payable by, or applicable to,
Dealer and relating to Dealer’s account generally, or in
connection with specific services, or events, to be effective no
earlier than five (5) Business Days following receipt by Dealer
of such notice as CDF shall advise. Such notice may be delivered
by mail, courier or electronically in a separate writing, or set
forth in the billing statement. Dealer shall be deemed to have
accepted such Fees by either: (i) making any request for
financing after the effective date of such notice; or (ii)
failing to notify CDF in writing of any objection to a billing
statement or written notice advising of such Fee within fifteen
(15) days after such notice has been sent to Dealer.






	2.3	 	One Loan. CDF may combine all of CDF’s advances to Dealer or on
Dealer’s behalf, whether under this Agreement or any Other Agreements,
and whether provided by one or more of CDF’s branch offices, together
with all finance charges, fees and expenses related thereto, to make
one debt owed by Dealer.






	3.	 	ACCOUNTS RECEIVABLE FACILITY — ADDITIONAL PROVISIONS






	3.1	 	Schedules. Dealer will, no less than weekly or as otherwise
agreed to, furnish CDF with a schedule of Accounts (“Schedule”) which
will: (a) describe all Accounts created or acquired by Dealer since
the last Schedule furnished CDF; (b) inform CDF of any rejection of
goods by any obligor, delays in delivery of goods, non-performance of
contracts and of any assertion of any claim, offset or counterclaim by
any obligor; and (c) inform CDF of any adverse information known to
Dealer that relates to the financial condition of any obligor.
	 
	3.2	 	Available Credit. On receipt of each Schedule, CDF will credit
Dealer with such amount as CDF may deem advisable, up to the lesser of
(a) eighty five percent (85%) of the net amount of the eligible
Accounts listed in such Schedule, and (b) Dealer’s maximum Accounts
Receivable Facility from time to time established by CDF (such lesser
amount being referred to as the “Available Credit”). If, for any
reason, Dealer’s outstanding loans under Dealer’s Accounts Receivable
Facility shall at any time exceed Dealer’s Available




 









 











Exhibit 10.41





	 	 	Credit, Dealer will immediately repay to CDF the amount of such
excess. No loans need be made by CDF if Dealer is in Default.
	 
	3.3	 	Ineligible Accounts. CDF will have the sole right to determine
eligibility of Accounts and, without limiting CDF’s discretion in that
regard, the following Accounts will be deemed ineligible: (a)
Accounts created from the sale of goods and services that allow for
payment to be made more than thirty (30) days from the date of sale;
(b) Accounts unpaid more than ninety (90) days from date of invoice;
(c) all Accounts of any obligor if fifty percent (50%) or more of the
aggregate outstanding balance of such obligor’s Accounts are unpaid
for more than ninety (90) days from the date of invoice; (d) Accounts
for which the obligor is an officer, director, shareholder, partner,
member, owner, employee, agent, parent, subsidiary, affiliate of, or
is related to Dealer or has common shareholders, officers, directors,
owners, partners or members with Dealer; (e) consignment sales; (f)
Accounts for which the payment is or may be conditional; (g) Accounts
for which the obligor is not a commercial or institutional entity or
is not a resident of the United States or Canada; (h) Accounts with
respect to which any warranty or representation provided in Subsection
3.4 or Subsection 5.1 is not true and correct; (i) Accounts which
represent goods or services purchased for a personal, family or
household purpose; (j) Accounts which represent goods used for
demonstration purposes or loaned by the Dealer to another party; (k)
Accounts which are progress payment, barter, or contra accounts; (l)
Accounts in which CDF does not have a perfected, first security
interest therein; and (m) any and all other Accounts which CDF deems
to be ineligible. If CDF determines that any Account is or becomes an
ineligible Account, upon five (5) days prior notice thereof from CDF,
Dealer will pay to CDF an amount equal to the monies loaned by CDF for
such ineligible Account.
	 
	3.4	 	Warranties and Representations. For each Account which Dealer
lists on any Schedule, Dealer warrants and represents to CDF that at
all times: (a) such Account is genuine; (b) such Account is not
evidenced by a judgment or promissory note or similar instrument or
agreement; (c) it represents an undisputed bona fide transaction
completed in accordance with the terms of the invoices and purchase
orders relating thereto; (d) the goods sold or services rendered which
resulted in the creation of such Account have been delivered or
rendered to and accepted by the obligor; (e) the amounts shown on the
Schedules, Dealer’s books and records and all invoices and statements
delivered to CDF with respect thereto are owing to Dealer and are not
contingent; (f) no payments have been or will be made thereon except
payments turned over to CDF; (g) there are no offsets, counterclaims
or disputes existing or asserted with respect thereto and Dealer has
not made any agreement with any obligor for any deduction or discount
of the sum payable thereunder except regular discounts allowed by
Dealer in the ordinary course of its business for prompt payment which
have been disclosed to CDF; (h) there are no facts or events known to
Dealer which in any way impair the validity or enforceability thereof
or reduce the amount payable thereunder from the amount shown on the
Schedules, Dealer’s books and records and the invoices and statements
delivered to CDF with respect thereto; (i) all persons acting on
behalf of obligors thereon have the authority to bind the obligor to
the knowledge of Dealer; (j) following the date of the initial funding
pursuant to this Agreement, the goods sold or transferred giving rise
thereto were not, immediately prior to such sale or transfer, subject
to any lien, claim, encumbrance or security interest which is superior
to that of CDF; and (k) there has been no material adverse change in
the obligor’s financial condition known to Dealer since the creation
of the Account, and there are no proceedings or actions known to
Dealer which are threatened or pending against any obligor thereon
which might result in any material adverse change in such obligor’s
financial condition.
	 
	3.5	 	Notes. Loans made pursuant to this Agreement need not be
evidenced by promissory notes unless otherwise required by CDF in
CDF’s sole discretion.




 









 











Exhibit 10.41





	3.6	 	Certain Charges. Dealer will: (a) reimburse CDF for all charges
made by banks incurred in servicing the Accounts Receivable and
inventory facilities, including charges for collection of checks and
other items of payment, and (b) pay CDF’s reasonable fees for
transfers of funds to or from the Dealer. CDF may, from time to time,
announce its fees for transfers of funds to or from the Dealer,
including the issuance of Electronic Transfers.
	 
	3.7	 	Collections. Unless otherwise directed by CDF, to expedite
collection of Accounts for the benefit of CDF, Dealer shall notify all
of its obligors to make payment of the Accounts to one or more
lock-boxes under the sole control of CDF. The lock-box, and all
accounts into which the proceeds of any such lock-box(es) are
deposited, shall be established at banks selected by the Dealer and
reasonably satisfactory to CDF. Dealer shall issue to any such banks
an irrevocable letter of instruction, in form and substance reasonably
acceptable to CDF, directing such banks to deposit all payments or
other remittances received in the lock-box to such account or accounts
as CDF shall direct, for application against the outstanding balance
of the Obligations. All funds deposited in the lock-box or any such
account immediately shall become the property of CDF, and any
disbursements of the proceeds in the lock-box or any such account will
only be made to CDF. Dealer shall obtain the agreement of such banks
to waive any offset rights against the funds so deposited and
otherwise establish CDF’s control thereof as secured party under the
Uniform Commercial Code. CDF assumes no responsibility for such
lock-box arrangement, including, without limitation, any claim of
accord and satisfaction or release with respect to deposits which any
banks accept thereunder. All remittances which Dealer receives in
payment of any Accounts, and the proceeds of any of the other
Collateral, shall be: (i) kept separate and apart from Dealer’s own
funds so that they are capable of identification as CDF’s property;
(ii) held by Dealer as trustee of an express trust for CDF’s benefit;
and (iii) shall be immediately deposited in such accounts designated
by CDF. All proceeds received or collected by CDF with respect to
Accounts, and reserves and other property of Dealer in possession of
CDF at any time or times hereafter, may be held by CDF without
interest to Dealer until all Obligations are paid in full or applied
by CDF on account of the Obligations. CDF may release to Dealer such
portions of such reserves and proceeds as CDF may determine. Upon the
occurrence and during the continuance of a Default, CDF may notify the
obligors that the Accounts have been assigned to CDF, collect the
Accounts directly in its own name and charge the collection costs and
expenses, including attorneys’ fees, to Dealer. CDF has no duty to
protect, insure, collect or realize upon the Accounts to preserve
rights in them.
	 
	3.8	 	Collection Days. All payments and all amounts received on any
Account will be credited by CDF to Dealer’s account (subject to final
collection thereof) after allowing one (1) Business Day for
collection of checks or other instruments.
	 
	3.9	 	Power of Attorney. Dealer irrevocably appoints CDF (and any
person designated by it) as Dealer’s true and lawful attorney with
full power to at any time, in the discretion of CDF (whether or not
Default has occurred) to: (a) endorse the name of Dealer upon any of
the items of payment or proceeds and deposit the same in the account
of CDF for application to the Obligations; (b) sign the name of Dealer
to verify the accuracy of the Accounts; (c) sign the name of Dealer on
any document or instrument that CDF shall deem necessary or
appropriate to perfect and maintain perfected the security interests
in the Collateral under this Agreement and the Other Agreements; (d)
supply any omitted information and correct errors in any documents
between CDF and Dealer; and (e) initiate and resolve any insurance
claim pertaining to the Collateral (such right to settle an insurance
claim shall only be exercisable if Dealer is in default), endorse
Dealer’s name on any check, instrument or other item of payment
received with respect to any insurance claim. In the event of a
Default, Dealer irrevocably appoints CDF (and any person designated by
it) as Dealer’s true and lawful attorney with full power to at any
time, in the discretion of CDF to: (i) demand payment, enforce payment
and otherwise exercise all of Dealer’s rights, and remedies with
respect to the collection of any Accounts; (ii) settle, adjust,
compromise,




 









 











Exhibit 10.41





	 	 	extend or renew any Accounts; (iii) settle, adjust or compromise any
legal proceedings brought to collect any Accounts; (iv) sell or assign
any Accounts upon such terms, for such amounts and at such time or
times as CDF may deem advisable; (v) discharge and release any
Accounts; (vi) prepare, file and sign Dealer’s name on any Proof of
Claim in Bankruptcy or similar document against any obligor; (vii)
endorse the name of Dealer upon any chattel paper, document,
instrument, invoice, freight bill, bill of lading or similar document
or agreement relating to any Account or goods pertaining thereto; and
(viii) take control in any manner of any item of payments or proceeds
and for such purpose to notify the Postal Authorities to change the
address for delivery of mail addressed to Dealer to such address as
CDF may designate. The power of attorney is for value and coupled
with an interest and is irrevocable so long as any Obligations remain
outstanding and by CDF exercising such right, CDF shall not waive any
right against Dealer until the Obligations are paid in full.
	 
	3.10	 	Continuing Requirements. Advances hereunder will be made by CDF,
at Dealer’s direction, by paper check, electronic transfer by
Automated Clearing House (“ACH”), Fed Wire Funds Transfer (“Fed Wire”)
or such other electronic means as CDF may announce from time to time
(payments to or from Dealer by ACH, Fed Wire and such other electronic
transfer are collectively referred to as “Electronic Transfers”). If
Dealer does not request advances be made in a specific method of
transfer, CDF may determine from time to time in its sole discretion
what method of transfer to use. Dealer will: (a) if from time to
time required by CDF, immediately upon their creation, deliver to CDF
copies of all invoices, delivery evidences and other such documents
relating to each Account; (b) not permit or agree to any extension,
compromise or settlement or make any other material change to any
Account; (c) affix appropriate endorsements or assignments upon all
such items of payment and proceeds so that the same may be properly
deposited by CDF to CDF’s account; (d) immediately notify CDF in
writing which Accounts may be deemed ineligible as defined in
Subsection 3.3; (e) mark all chattel paper and instruments now owned
or hereafter acquired by it to show that the same are subject to CDF’s
security interest and immediately thereafter deliver such chattel
paper and instruments to CDF with appropriate endorsements and
assignments to CDF; (f) within ten (10) days after the end of each
month, provide CDF with a detailed aging of its Accounts for each
month, together with the names and addresses of all obligors.
	 
	3.11	 	Release. To the extent permissible under applicable law, Dealer
releases CDF from all claims and causes of action which Dealer may now
or hereafter have for any loss or damage to it claimed to be caused by
or arising from: (a) any failure of CDF to protect, enforce or
collect, in whole or in part, any Account; (b) CDF’s notification to
any obligors thereon of CDF’s security interest in any of the
Accounts; (c) CDF’s directing any obligor to pay any sum owing to
Dealer directly to CDF; and (d) any other act or omission to act on
the part of CDF, its officers, agents or employees, except for willful
misconduct. CDF will have no obligation to preserve rights to
Accounts against prior parties. Dealer waives all rights of offset
Dealer may have against CDF.
	 
	3.12	 	Reviews. Dealer grants CDF an irrevocable license to enter
Dealer’s business locations during normal business hours with three
(3) days notice to Dealer (unless Dealer is in default under this
Agreement or would be in default hereunder with the passage of time,
the giving of notice, or both, in any such event no advance notice
will be required hereunder) to: (a) account for and inspect all
Collateral; and (b) examine and copy Dealer’s books, records, files
and business procedures and practices. CDF may, without notice to
Dealer and at any time or times hereafter, verify the validity, amount
or any other matter relating to any Account by mail, telephone, or
other means, in the name of Dealer or CDF.
	 
	3.13	 	Payment of Obligations. CDF shall have the right to make
advances under the Accounts Receivable Facility at any time and from
time to time to cause timely repayment of any of the Obligations,
including any Obligations under any Agreement for Wholesale




 









 











Exhibit 10.41





	 	 	Financing, and may directly pay and apply the proceeds of such
advances to such repayment.






	4.	 	SECURITY — COLLATERAL






	4.1	 	Security Interest. To secure payment of all of Dealer’s current
and future Obligations and to secure Dealer’s performance of all of
the provisions under this Agreement and the Other Agreements, Dealer
grants CDF a security interest in all of Dealer’s inventory,
equipment, fixtures, accounts, chattel paper, instruments, deposit
accounts, documents, general intangibles, and letter of credit rights
and other supporting obligations, and all judgments, claims, insurance
policies, and payments owed or made to Dealer thereon; all whether now
owned or hereafter acquired, and all attachments, accessories,
accessions, returns, repossessions, exchanges, substitutions and
replacements thereto, and all proceeds thereof (collectively,
“Collateral”). All of such terms for which meanings are provided in
the Uniform Commercial Code of the applicable state, as the same may
be amended, are used herein with such meanings. Dealer covenants with
CDF that CDF may realize upon all or part of any Collateral in any
order it desires and any realization by any means upon any Collateral
will not bar realization upon any other Collateral. Dealer’s
liability is direct and unconditional and will not be affected by the
release or nonperfection of any security interest granted hereunder.






	5.	 	WARRANTIES AND REPRESENTATIONS






	5.1	 	Affirmative Warranties and Representations. Except as otherwise
specifically provided in the Other Agreements, Dealer warrants and
represents to CDF that: (a) Dealer has good title to all Collateral;
(b) CDF’s security interest in the Accounts will at all times
constitute a perfected, first security interest in such Accounts and
will not become subordinate to the security interest or claim of any
Entity; (c) Dealer will execute all documents CDF requests to perfect
and maintain CDF’s security interest in the Collateral and to fully
consummate the transactions contemplated under this Agreement and the
Other Agreements and will cause all third parties in possession of
Collateral to provide such acknowledgment or control of CDF’s security
interest as CDF may require; (d) Dealer will at all times be duly
organized, existing, in good standing, qualified and licensed to do
business in each jurisdiction in which the nature of its business or
property so requires, except where a failure would not have a material
adverse effect on Dealer; (e) Dealer has the right and is duly
authorized to enter into this Agreement; (f) Dealer’s execution of
this Agreement does not, and will not, constitute a breach of any law
or agreement to which Dealer is now or hereafter becomes bound, except
where a breach would not have a material adverse effect on Dealer; (g)
there are and, to Dealer’s knowledge, will be no actions or
proceedings pending or threatened against Dealer which might result in
any material adverse change in Dealer’s financial or business
condition, other than those actions disclosed in En Pointe
Technologies, Inc.’s filings with the Securities and Exchange
Commission; (h) Dealer will maintain the Collateral in good condition,
ordinary wear and tear excepted; (i) Dealer has duly filed and will
duly file all tax returns required by law and will pay when due all
taxes, levies, assessments and governmental charges other than any
amounts disputed in good faith; (j) Dealer will maintain a system of
accounting in accordance with generally accepted accounting principles
and account records which contain such information in a format as may
be reasonably requested by CDF; (k) Dealer will keep and maintain all
of its books and records pertaining to the Accounts and other
Collateral at its chief executive office designated in this Agreement,
or at such other location designated in writing to CDF in subparagraph
5.1(l) below; (l) Dealer will give CDF thirty (30) days prior written
notice of any change in Dealer’s identity, name, form of business
organization, ownership, chief executive office, Collateral locations
or other business locations; (m) Dealer will notify CDF of the
commencement of material legal proceedings against Dealer or any




 









 











Exhibit 10.41





	 	 	Guarantor; (n) Dealer will comply with all applicable laws, except
where a failure to comply would not have a material adverse effect on
Dealer; (o) Dealer has provided CDF with a copy of Dealer’s
Certificate of Incorporation, and will provide any subsequent
amendments thereto bearing indicia of filing from the appropriate
governmental authority, or such other documents verifying Dealer’s
true and correct legal name; and (p) Dealer will keep the Collateral
insured for its full insurable value under an “all risk” property
insurance policy with a company reasonably acceptable to CDF, naming
CDF as a lender loss-payee and containing standard lender’s loss
payable and termination provisions. Dealer will provide CDF with
written evidence of such property insurance coverage and lender’s
loss-payee endorsement.
	 
	5.2	 	Negative Covenants. Dealer will not at any time (without CDF’s
prior written consent): (a) grant to or in favor of any Entity a
security interest in or permit to exist a lien, claim or encumbrance
in the Accounts which is superior to the interest of CDF; (b) other
than in the ordinary course of its business, sell, lease or otherwise
dispose of or transfer any of its assets; (c) merge or consolidate
with another Entity; (d) acquire the assets or ownership interest of
any other Entity in excess of One Million Dollars ($1,000,000.00), 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; (e) enter into any transaction not in the
ordinary course of business; (f) guarantee or indemnify or otherwise
become in any way liable with respect to the obligations of any
Entity, except by endorsement of instruments or items of payment for
deposit to the general account of Dealer or which are transmitted or
turned over to CDF on account of the Obligations or except for the
giving of indemnities in connection with the sale of inventory or
other dispositions permitted hereunder; (g) redeem, retire, purchase
or otherwise acquire, directly or indirectly, any of Dealer’s capital
stock; (h) make any change in Dealer’s capital structure or in any of
its business objectives or operations which might in any way adversely
affect the ability of Dealer to repay the Obligations; (i) make any
distribution of Dealer’s assets not in the ordinary course of
business; (j) incur any debts outside of the ordinary course of
business except renewals or extensions of existing debts and interest
thereon; (k) make any loans, advances, contributions or payments of
money or in goods to any affiliated entity, other than En Pointe
Global Services, Inc. in an aggregate amount not to exceed One Million
Two Hundred Thousand Dollars ($1,200,000.00) outstanding at any time ,
En Pointe Technologies, Inc. or to any officer, director, stockholder,
member or partner of Dealer or of any such entity (except for
compensation for personal services actually rendered); (l) move any
Collateral financed by CDF out of the United States of America, except
for Collateral that has been acquired by Dealer as a fixed asset and
moved to Dealer’s outsourcing location in Pakistan, not to exceed
Three Hundred Thousand Dollars ($300,000.00) in the aggregate during
any twelve month period, and will not be included in any inventory
reports.
	 
	5.3	 	Financial Statements. Dealer will deliver to CDF, in a form
satisfactory to CDF: (a) within ninety (90) days after the end of
each of Dealer’s fiscal years, a reasonably detailed balance sheet and
income statement as of the last day of such fiscal year covering
Dealer’s operations for such fiscal year; (b) within forty-five (45)
days after the end of each of Dealer’s fiscal quarters, a reasonably
detailed balance sheet and income statement as of the last day of such
quarter covering Dealer’s operations for such quarter; (c) within ten
(10) days after CDF’s request , any other information relating to the
Collateral or the financial condition of Dealer or any Guarantor.
Dealer represents that all financial statements and information which
have been or may hereafter be delivered by Dealer or any Guarantor to
CDF are and will be correct in all material respects and prepared in
accordance with generally accepted accounting principles consistently
applied, and there has been no material adverse change in the
financial or business




 









 











Exhibit 10.41





	 	 	condition of Dealer or any Guarantor since the submission to CDF of
such financial statements, and Dealer acknowledges CDF’s reliance
thereon.






	6.	 	DEFAULT






	6.1	 	Definition. Dealer will be in default under this Agreement if:
(a) Dealer breaches any terms in this Agreement or in any Other
Agreements and such breach is not cured within five (5) Business Days
from the date of notice of breach from CDF, it being understood that
no such cure period will be available for a breach of Dealer’s
financial covenants, a breach under section 6(b) and any other
subsentence of this Section 6.1 for which no express cure period is
provided; (b) Dealer fails to pay any of the Obligations when due and
payable; (c) any Guarantor of Dealer’s debts to CDF terminates its
guaranty, or otherwise breaches any terms contained in any guaranty or
other agreement between Guarantor and CDF and such breach is not cured
within five (5) Business Days from notice of breach from CDF; (d) any
representation, statement, report, or certificate which Dealer or any
Guarantor makes or delivers to CDF is not accurate when made; (e)
Dealer abandons Collateral in excess of Fifty Thousand Dollars
($50,000.00) in the aggregate during the terms of this Agreement; (f)
Dealer or any Guarantor is or becomes in default in the payment of any
debt in excess of $500,000.00 in the aggregate in any twelve month
period owed to any third party, after expiration of any applicable
cure period, or Dealer is or becomes in default under any loan
agreement, after expiration of any applicable cure period; (g) an
attachment, sale or seizure issues or is executed against any assets
of Dealer or of any Guarantor in excess of Fifty Thousand Dollars
($50,000.00) in the aggregate during the terms of this Agreement; (h)
[intentionally deleted] (i) Dealer or any Guarantor ceases existence
as a corporation or ceases or suspends business; (j) Dealer or any
Guarantor, as applicable, makes a general assignment for the benefit
of creditors; (k) Dealer or any Guarantor, as applicable, becomes
insolvent or voluntarily or involuntarily becomes subject to the
Federal Bankruptcy Code, any state insolvency law or any similar law,
provided, however, that Dealer or any Guarantor shall have a period of
sixty (60) days within which to discharge any involuntary bankruptcy
action or proceeding (it being agreed by Dealer, however, that CDF
will not be obligated to make any additional advances during such
sixty (60) day period); (l) any receiver is appointed for any assets
of Dealer or any Guarantor, as applicable; (m) Dealer loses, or is in
default of, any franchise, license or right to deal in any Collateral
which CDF finances, except where such loss or default would not have a
material adverse effect on Dealer; (n) Dealer or any Guarantor
misrepresents Dealer’s or such Guarantor’s financial condition.






	6.2	 	Rights of CDF. In the event of a Default:






	(a)	 	CDF may at any time, without notice or demand to
Dealer, do any one or more of the following: declare all or any
of the Obligations immediately due and payable; exercise any
rights under applicable law; and/or cease extending any
additional credit to Dealer (which shall not be construed to
limit the discretionary nature of this credit facility).
	 
	(b)	 	Dealer will segregate and keep the Collateral in trust
for CDF, and will not dispose of or use any Collateral, nor
further encumber any Collateral.
	 
	(c)	 	Upon CDF’s demand, Dealer will immediately deliver the
Collateral to CDF at a place specified by CDF, together with all
related documents; or CDF may without notice or demand to Dealer,
take immediate possession of the Collateral together with all
related documents.
	 
	(d)	 	CDF may, without notice, apply a default finance charge
to Dealer’s outstanding principal indebtedness equal to the
default rate specified in Dealer’s financing program with CDF, if
any, or if there is none so specified, at the lesser of 3% per
annum above the rate in effect immediately prior to the Default,
or the highest lawful contract rate of interest permitted under
applicable law.




 









 











Exhibit 10.41





	(e)	 	CDF may, without notice to Dealer and at any time or
times enforce payment and collect, by legal proceedings or
otherwise, Accounts in the name of Dealer or CDF; open Dealer’s
mail and overnight delivery packages, and take control of any
cash or non-cash items of payment or proceeds of Accounts and of
any rejected, returned, repossessed or stopped in transit goods
relating to Accounts. CDF may at its sole election and without
demand enter, with or without process of law, any premises where
Collateral might be and, without charge or liability to CDF
therefor, do one or more of the following: (i) take possession
of the Collateral and use or store it in said premises or remove
it to such other place or places as CDF may deem convenient; (ii)
take possession of all or part of such premises and the
Collateral and place a custodian in the exclusive control thereof
until completion of enforcement of CDF’s security interest in the
Collateral or until CDF’s removal of the Collateral and, (iii)
remain on such premises and use the same, together with Dealer’s
materials, supplies, books and records, including without
limitation Dealer’s computer system and electronic records, for
the purpose of performing all acts necessary and incidental to
the collection or liquidation of such Collateral.
	 
	(f)	 	Dealer will pay all of CDF’s reasonable attorneys’ fees
and collection expenses which CDF incurs in enforcing CDF’s
rights hereunder.
	 
	 	 	All of CDF’s rights and remedies are cumulative. CDF’s failure
to exercise any of its rights or remedies hereunder will not
waive any of CDF’s rights or remedies as to any past, current
or future Default.






	6.3	 	Sale of Collateral. Dealer agrees that if CDF conducts a sale of
any Collateral by requesting bids from ten (10) or more dealers or
distributors in that type of Collateral or pursuant to any internet
auction or sale posting on a third party auction sale site, any sale
by CDF of such Collateral in bulk or in parcels within one hundred
twenty (120) days of: (a) CDF’s taking possession and control of such
Collateral; or (b) when CDF is otherwise authorized to sell such
Collateral; whichever occurs last, to the bidder submitting the
highest cash bid therefor, is a commercially reasonable sale of such
Collateral under the Uniform Commercial Code. Dealer agrees that the
purchase of any Collateral by a vendor, as provided in any agreement
between CDF and the vendor, is a commercially reasonable disposition
and private sale of such Collateral under the Uniform Commercial Code,
and no request for bids shall be required. Dealer further agrees that
seven (7) or more days prior written notice will be commercially
reasonable notice of any public or private sale (including any sale to
a vendor). Dealer irrevocably waives any requirement that CDF retain
possession and not dispose of any Collateral until after an
arbitration hearing, arbitration award, confirmation, trial or final
judgment. If CDF disposes of any Collateral other than as herein
contemplated, the laws of the state governing this Agreement will
determine the commercial reasonableness of such disposition.






	7.	 	MISCELLANEOUS






	7.1	 	Termination. This Agreement will continue in full force and
effect (except that it may be terminated by either party upon thirty
(30) 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 the first day of the first month
following the date hereof and for successive one (1) year periods
thereafter, subject to termination at the end of any such period on at
least thirty (30) 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




 









 











Exhibit 10.41





	 	 	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.






	7.2	 	Collection. Checks and other instruments delivered to CDF on
account of the Obligations will constitute conditional payment until
such items are actually paid to CDF.
	 
	7.3	 	Waivers. Dealer and CDF irrevocably waive all rights to claim
punitive and/or exemplary damages. Dealer waives all notices of
default and non-payment at maturity of any or all of the Accounts.
	 
	7.4	 	Reimbursement. Dealer will assume and reimburse CDF upon demand
for all filing and recording fees and taxes payable in connection with
the filing or recording of all documents under this Agreement and the
Other Agreements.
	 
	7.5	 	Additional Obligations. CDF, without waiving or releasing any
Obligation or Default, may perform any Obligations that Dealer fails
or refuses to perform. If Dealer fails to pay any taxes, fees or
other obligations which may impair CDF’s interest in the Collateral,
or fails to keep the Collateral insured, CDF may, but shall not be
required to, pay such amounts. All sums paid by CDF on account of the
foregoing and any expenses, including reasonable attorneys’ fees, will
be a part of the Obligations, payable on demand and secured by the
Collateral.
	 
	7.6	 	NO ORAL AGREEMENTS. ORAL AGREEMENTS OR COMMITMENTS TO LOAN
MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT
INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBTS ARE NOT ENFORCEABLE.
TO PROTECT DEALER AND CDF FROM MISUNDERSTANDING OR DISAPPOINTMENT, ALL
AGREEMENTS COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING AND THE
OTHER AGREEMENTS, WHICH ARE THE COMPLETE AND EXCLUSIVE STATEMENTS OF
THE AGREEMENT BETWEEN THE PARTIES, EXCEPT AS SPECIFICALLY PROVIDED
HEREIN OR AS THE PARTIES MAY LATER AGREE IN WRITING TO MODIFY IT.
THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES Time is of the
essence regarding Dealer’s performance of its obligations to CDF. CDF
may refrain from or postpone enforcement of this Agreement or any
Other Agreements between CDF and Dealer without prejudice and the
failure to strictly enforce these agreements will not create a course
of dealing which waives, amends or modifies such agreements. The
express terms of this Agreement will not be modified by any course of
dealing, usage of trade, or custom of trade which may deviate from the
terms hereof.
	 
	7.7	 	Severability. If any provision of this Agreement or the Other
Agreements or the application thereof is invalid or unenforceable, the
remainder of this Agreement and the Other Agreements will not be
impaired or affected and will remain binding and enforceable.
	 
	7.8	 	Supplement. If Dealer and CDF have previously executed Other
Agreements pertaining to all or any part of the Collateral, this
Agreement will supplement such Other Agreement, and this Agreement
will neither be deemed a novation nor a termination of any such Other
Agreement, nor will execution of this Agreement be deemed a
satisfaction of any obligation secured by such Other Agreement. In
the event of any conflict between the terms of this Agreement and any
previously executed Business Financing Agreement between CDF and
Dealer, the terms of this Agreement will control.
	 
	7.9	 	Section Titles. The Section titles used herein are for
convenience only, and do not define or limit the contents of any
Section.
	 
	7.10	 	Binding Effect. Dealer cannot assign its interest in this
Agreement or any Other Agreements without CDF’s prior written consent.
CDF may assign or participate CDF’s




 









 











Exhibit 10.41





	 	 	interest, in whole or in part, without Dealer’s consent. This
Agreement and the Other Agreements will protect and bind CDF’s and
Dealer’s respective heirs, representatives, successors and assigns.
	 
	7.11	 	Notices. Except as otherwise stated herein, all notices,
arbitration claims, responses, requests and documents will be
sufficiently given or served if mailed or delivered: (a) to Dealer at
Dealer’s chief executive office specified above; and (b) to CDF at 655
Maryville Centre Drive, St. Louis, Missouri 63141-5832, Attention:
General Counsel, or such other address as the parties may hereafter
specify in writing.
	 
	7.12	 	Receipt of Agreement. Dealer acknowledges that it has received a
true and complete copy of this Agreement. Dealer has read and
understood this Agreement. Notwithstanding anything herein to the
contrary, CDF may rely on any facsimile copy, electronic data
transmission, or electronic data storage of: this Agreement, any
billing statement, financing statement, authorization to pre-file
financing statements, financial statements or other reports, which
will be deemed an original, and the best evidence thereof for all
purposes.
	 
	7.13	 	Information. CDF may provide to any third party any standard
credit information on Dealer that CDF may from time to time possess in
response to a request for a credit rating, and any other information
on Dealer that CDF may from time to time possess if required by law.
CDF may obtain from any third party any credit, financial or other
information regarding Dealer that such third party may from time to
time possess.






	8.	 	BINDING ARBITRATION






	8.1	 	Arbitrable Claims. Except as otherwise specified below, all
actions, disputes, claims and controversies under common law,
statutory law or in equity of any type or nature whatsoever, whether
arising before or after the date of this Agreement, and whether
directly or indirectly relating to: (a) this Agreement and/or any
amendments and addenda hereto, or the breach, invalidity or
termination hereof; (b) any previous or subsequent agreement between
CDF and Dealer; (c) any act committed by CDF or by any parent company,
subsidiary or affiliated company of CDF (the “CDF Companies”), or by
any employee, agent, officer or director of a CDF Company whether or
not arising within the scope and course of employment or other
contractual representation of the CDF Companies provided that such act
arises under a relationship, transaction or dealing between CDF and
Dealer; and/or (d) any other relationship, transaction or dealing
between CDF and Dealer (collectively the “Disputes”), will be subject
to and resolved by binding arbitration. Notwithstanding the
foregoing, the parties agree that either party may pursue claims
against the other that do not exceed Fifteen Thousand Dollars
($15,000) in the aggregate in a court of competent jurisdiction.
Service of arbitration claims shall be acceptable if made by U.S. mail
or overnight delivery to the address for the party described herein.




	8.2	 	Administrative Body.
 All arbitration hereunder will be conducted
in accordance with the Commercial Arbitration Rules of either: (a) The
American Arbitration Association (“AAA”); or (b) United States
Arbitration & Mediation (“USA&M”). The party first filing an
arbitration claim shall designate which arbitration forum and rules
are to be applied for all disputes between the parties. The
arbitration rules are found at www.adr.org for AAA, and at
www.usam-midwest.com for USA&M. AAA claims may be filed in any AAA
office. Claims filed with USA&M shall be filed in their Midwest
office located at 720 Olive Street, Suite 2020, St. Louis, Missouri
63101. All arbitrator(s) selected will be attorneys with at least
five (5) years secured transactions experience. A panel of three
arbitrators shall hear all claims exceeding One Million Dollars
($1,000,000), exclusive of interest, costs and attorneys’ fees. The
arbitrator(s) will decide if any inconsistency exists between the
rules of the applicable arbitral forum and the arbitration provisions
contained herein. If such inconsistency exists, the arbitration
provisions contained herein will control and supersede such rules.
The arbitrator shall follow the terms of this Agreement and the




 









 











Exhibit 10.41





	 	 	applicable law, including without limitation, the attorney-client
privilege and the attorney workproduct doctrine.
	 
	8.3	 	Hearings. Each party hereby consents to a documentary hearing
for all arbitration claims, by submitting the dispute to the
arbitrator(s) by written briefs and affidavits, along with relevant
documents. However, arbitration claims will be submitted by way of an
oral hearing if any party requests an oral hearing within thirty (30)
days after service of the claim, and that party remits the appropriate
amount for AAA’s or USA&M’s (as applicable) fees and arbitrator
compensation within ten (10) days of the designated arbitration
association’s statement for payment of all fees and arbitrator
compensation relating to the oral hearing. Each party agrees that
failure to timely pay all fees and arbitrator compensation billed to
the party requesting the oral hearing will be deemed such party’s
consent to submitting the Dispute to the arbitrator on documents and
such party’s waiver of its request for an oral hearing. The site of
all oral arbitration hearings will be in the Division of the Federal
Judicial District in which the designated arbitration association
maintains a regional office that is closest to Dealer.
	 
	8.4	 	Discovery. Discovery permitted in any arbitration proceeding
commenced hereunder is limited as follows. No later than forty (40)
days after the filing and service of a claim for arbitration, the
parties in contested cases will exchange detailed statements setting
forth the facts supporting the claim(s) and all defenses to be raised
during the arbitration, and a list of all exhibits and witnesses. No
later than twenty-one (21) days prior to the oral arbitration hearing,
the parties will exchange a final list of all exhibits and all
witnesses, including any designation of any expert witness(es)
together with a summary of their testimony; a copy of all documents
and a detailed description of any property to be introduced at the
hearing. Under no circumstances will the use of interrogatories,
requests for admission, requests for the production of documents or
the taking of depositions be permitted. However, in the event of the
designation of any expert witness(es), the following will occur: (a)
all information and documents relied upon by the expert witness(es)
will be delivered to the opposing party; (b) the opposing party will
be permitted to depose the expert witness(es); (c) the opposing party
will be permitted to designate rebuttal expert witness(es); and (d)
the arbitration hearing will be continued to the earliest possible
date that enables the foregoing limited discovery to be accomplished.
	 
	8.5	 	Exemplary or Punitive Damages. The Arbitrator(s) will not have
the authority to award exemplary or punitive damages.
	 
	8.6	 	Confidentiality of Awards. All arbitration proceedings,
including testimony or evidence at hearings, will be kept
confidential, although any award or order rendered by the
arbitrator(s) pursuant to the terms of this Agreement may be confirmed
as a judgment or order in any state or federal court of competent
jurisdiction within the federal judicial district which includes the
residence of the party against whom such award or order was entered.
This Agreement concerns transactions involving commerce among the
several states. The Federal Arbitration Act, Title 9 U.S.C. Sections
1 et seq., as amended (“FAA”) will govern all arbitration(s) and
confirmation proceedings hereunder.
	 
	8.7	 	Prejudgment and Provisional Remedies. Nothing herein will be
construed to prevent CDF’s or Dealer’s use of bankruptcy,
receivership, injunction, repossession, replevin, claim and delivery,
sequestration, seizure, attachment, foreclosure and/or any other
prejudgment or provisional action or remedy relating to any Collateral
for any current or future debt owed by either party to the other. Any
such action or remedy will not waive CDF’s or Dealer’s right to compel
arbitration of any Dispute.
	 
	8.8	 	Attorneys’ Fees. If either Dealer or CDF brings any other action
for judicial relief with respect to any Dispute (other than those set
forth in Subsections 8.1 or 8.7), the party bringing such action will
be liable for and immediately pay all of the other party’s costs and
expenses (including attorneys’ fees) incurred to stay or dismiss such
action and remove or refer such Dispute to arbitration. If either
Dealer or CDF brings or appeals an




 









 











Exhibit 10.41





	 	 	action to vacate or modify an arbitration award and such party does
not prevail, such party will pay all costs and expenses, including
attorneys’ fees, incurred by the other party in defending such action.
Additionally, if either Dealer or CDF sues the other party or
institutes any arbitration claim or counterclaim against the other
party, the losing party will pay all costs and expenses (including
attorneys’ fees) incurred by the prevailing party in the course of
bringing or defending such action or proceeding.
	 
	8.9	 	Limitations. Any arbitration proceeding must be instituted: (a)
with respect to any Dispute for the collection of any debt owed by
either party to the other, within two (2) years after the date the
last payment by or on behalf of the payor was received and applied in
respect of such debt by the payee; and (b) with respect to any other
Dispute, within two (2) years after the date the incident giving rise
thereto occurred, whether or not any damage was sustained or capable
of ascertainment or either party knew of such incident. Failure to
institute an arbitration proceeding within such period will constitute
an absolute bar and waiver to the institution of any proceeding,
whether arbitration or a court proceeding, with respect to such
Dispute. Notwithstanding the foregoing, this limitations provision
will be suspended temporarily, as of the date any of the following
events occur, and will not resume until the date following the date
either party is no longer subject to, (i) bankruptcy; (ii)
receivership; (iii) any proceeding regarding an assignment for the
benefit of creditors; or (iv) any legal proceeding, civil or criminal,
which prohibits either party from foreclosing any interest it might
have in the collateral of the other party.
	 
	8.10	 	Survival After Termination. The agreement to arbitrate will
survive the termination of this Agreement.






	9.	 	INVALIDITY/UNENFORCEABILITY OF BINDING ARBITRATION. IF THIS AGREEMENT IS
FOUND TO BE NOT SUBJECT TO ARBITRATION, ANY LEGAL PROCEEDING WITH RESPECT
TO ANY DISPUTE WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A
JUDGE WITHOUT A JURY. DEALER AND CDF WAIVE ANY RIGHT TO A JURY TRIAL IN
ANY SUCH PROCEEDING.






	10.	 	Governing Law. This Agreement and all Other Agreements have been
substantially negotiated, and will be substantially performed, in the
state of Missouri. Accordingly, all Disputes will be governed by, and
construed in accordance with, the laws of such state, except to the extent
inconsistent with the provisions of the FAA which shall control and govern
all arbitration proceedings hereunder.





     THIS CONTRACT CONTAINS BINDING ARBITRATION, JURY WAIVER AND PUNITIVE
DAMAGE WAIVER PROVISIONS.



     This Agreement is dated this 25 day of June, 2004.



	 	 	 	 	 	 	 	 	 	 	 
	GE COMMERCIAL DISTRIBUTION FINANCE	 	 	 	 	 	 	 	 
	CORPORATION	 	En Pointe Technologies Sales, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ David J. Lynch
	 	By:
	 	/s/ Attiazaz “Bob” Din	 	 	 	 
	

	 	
 
	 	 	 	
 	 	 	 	 
	

	 	David J. Lynch
	 	 	 	Attiazaz “Bob” Din	 	 	 	 
	

	 	Vice President of Operations
	 	 	 	Chief Executive Officer	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	ATTEST:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Robert A. Mercer