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EXHIBIT 10.69
INTERCREDITOR AGREEMENT
This Intercreditor
Agreement dated as of March 26, 2008 (this "Agreement") is
hereby made by and between GE Commercial Distribution
Finance Corporation ("Lender"), with a place of business
located at 330 Cumberland Blvd., Suite 300, Atlanta, GA
30339 and IBM Credit LLC
("IBM Credit") with a place of business located at 4111
Northside Parkway, Atlanta, GA 30327 and pertains to certain
assets of En
Pointe Technologies Sales, Inc
("Customer").
RECITALS
WHEREAS, IBM
Credit and Lender (each a "Party" and collectively, the
"Parties") have each filed or intend to file a financing
statement or statements under the applicable Uniform
Commercial Code ("UCC") giving notice of a security interest
in all or some of the assets of Customer.
WHEREAS, Customer
has requested and arranged for separate financing from IBM
Credit and from Lender, each being secured by certain assets
of Customer.
WHEREAS, IBM
Credit and Lender desire to agree to the relative priority of
their respective security interests in and to certain of
Customer's assets, whether now owned or hereafter acquired,
which are identified in Attachment A hereto as "IBM Credit
Collateral" and "Lender Collateral" respectively, and each
party is willing to subordinate its security interest in
accordance with this Agreement. Attachment A is incorporated
herein and may only be revised or amended upon written
agreement between the parties hereto. Only one Attachment A,
the one reflecting the most recent date, shall be in force at
any time, with respect to Customer.
NOW, THEREFORE,
in consideration of the foregoing and mutual covenants
contained herein, the parties hereby agree as
follows:
1.
Definition.
"Senior Collateral" shall mean (i) with respect to IBM
Credit, the IBM Credit Collateral and (ii) with respect to
Lender, the Lender Collateral.
2.
This
Agreement shall amend and restate in its entirety all prior
agreements between the parties hereto relating to their
relative priorities and security interests in Customer's
assets.
3.
Each
Party hereby expressly subordinates to the other Party all of
its right, title and interest which it may presently have or
which it may hereafter acquire from Customer in and to the
other Party's Senior Collateral, wherever located, whether
now owned by Customer or hereafter acquired or
existing.
4.
This
Agreement shall constitute a continuing agreement of
subordination, and the parties may without notice to the
other Party provide financing to or on behalf of Customer on
the basis of this Agreement.
5.
The
respective priorities of IBM Credit and Lender in the assets
of Customer which are not covered by this Agreement shall be
determined in accordance with the provisions of the
applicable UCC or other applicable law.
6.
The
subordinations and priorities specified herein are applicable
regardless of the time, manner, or order of attachment or
perfection of security interests, or the time or order of
filing of any financing statements, or the giving or failure
to give notice of the acquisition or expected acquisition of
any purchase money security interest or any other security
interest; provided, however, if for any reason, a security
interest of a Party to which a security interest of the other
Party is hereby subordinated is not perfected or is
avoidable
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