AMENDMENT TO BUSINESS FINANCING AGREEMENT AND
AGREEMENT FOR WHOLESALE FINANCING
This Amendment is made to (i) that certain Business Financing Agreement
executed on the 31st day August, 2000, between ePlus Technology, inc. ("Dealer")
and GE Commercial Distribution Finance Corporation ("CDF"), as amended ("BFA")
and (ii) that certain Agreement for Wholesale Financing between Dealer and CDF
dated August 31, 2000, as amended ("AWF").
FOR VALUE RECEIVED, CDF and Dealer agree as follows (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 (i) Fifteen Million Dollars ($15,000,000.00) at all times
other than during the Seasonal Uplift Period (as defined below), and
(ii) Twenty Million Dollars ($20,000,000.00) from August 1st through
December 31st of each calendar year (the "Seasonal Uplift Period");
provided, however, that (iii) at no time other than during the
Seasonal Uplift Period will the principal amount outstanding under the
Accounts Receivable Facility and Dealer's inventory floorplan credit
facility with CDF exceed, in the aggregate, Fifty Million Dollars
($50,000,000.00), and (iv) at no time during the Seasonal Uplift
Period will the principal amount outstanding under the Accounts
Receivable Facility and Dealer's inventory floorplan credit facility
with CDF exceed, in the aggregate, Seventy-five Million Dollars
($75,000,000.00). 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 (a) Fifty Million Dollars
($50,000,000.00) at all times other than during the Seasonal Uplift Period, and
(b) Seventy-five Million Dollars ($75,000,000.00) during the Seasonal Uplift
Period; provided, however, that (c) at no time other than during the Seasonal
Uplift Period will the principal amount outstanding under the Accounts
Receivable Facility and Dealer's inventory floorplan credit facility with CDF
exceed, in the aggregate, Fifty Million Dollars ($50,000,000.00), and (d) at no
time during the Seasonal Uplift Period will the principal amount outstanding
under the Accounts Receivable Facility and Dealer's inventory floorplan credit
facility with CDF exceed, in the aggregate Seventy-five Million Dollars
($75,000,000.00). CDF's decision to advance funds will not be binding until the
funds are actually advanced.
2. The following section is hereby added to the BFA as if fully set
forth therein:
"3.3A Deferred Revenue. Each quarter, not later than the 15th of the
month following a calender quarter end, Dealer will submit to CDF a
detailed report, in a form satisfactory to CDF, describing the
deferred revenue of Dealer (each a "DR Summary"). Notwithstanding
anything to the contrary contained in Section 3.3 and without limiting
CDF's discretion to determine the eligibility of Accounts, upon
receipt of each DR Summary from Dealer, CDF will hold as ineligible
any amount exceeding Five Hundred Thousand Dollars ($500,000.00) of
the potential off-set listed on such DR Summary. In the event that CDF
does not receive a DR Report in any quarter, the entire amount of
Dealer's deferred service revenue will be deemed ineligible, as
reflected on the most recent financial statement or other report
provided by Dealer to CDF, until such time as CDF receives a new DR
Report."
Dealer waives notice of CDF's acceptance of this Amendment.
All other terms and provisions of the AWF and BFA, to the extent not
inconsistent with the foregoing, are ratified and remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, each of Dealer and CDF have executed this Amendment on
this _____ day of ___________________, 2004.
ePlus Technology, inc.
Attest:
_________________________________
_________________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Secretary Chief Financial Officer
GE COMMERCIAL DISTRIBUTION
FINANCE CORPORATION
_________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President of Operations