ADDENDUM TO BUSINESS FINANCING AGREEMENT AND
AGREEMENT FOR WHOLESALE FINANCING
This Addendum is made to (i) that certain Business Financing Agreement
executed on the 31st day August, 2000, between ePlus Technology, inc. ("Dealer")
and Deutsche Financial Services Corporation ("DFS"), as amended ("BFA") and (ii)
that certain Agreement for Wholesale Financing between Dealer and DFS dated
August 31, 2000, as amended ("AWF").
FOR VALUE RECEIVED, DFS 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 as follows:
2.1 Accounts Receivable Facility. Subject to the terms of this
Agreement, DFS agrees to provide to Dealer an Accounts Receivable
Facility of FIVE MILLION DOLLARS ($5,000,000). DFS' decision to
advance funds will not be binding until the funds are actually
advanced.
2. Section 7.1.1 of the BFA is hereby amended to read as follows:
"7.1.1 Termination Privilege. Despite anything to the contrary in
Section 7.1 of this Agreement, this Agreement may be terminated
by Dealer at any time upon ninety (90) days prior written notice
and payment to DFS of the following sum (in addition to payment
of all Obligations, whether or not by their terms then due) which
sum represents liquidated damages for the loss of the bargain and
not as a penalty, and the same is hereby acknowledged by Dealer:
(i) if Dealer's termination occurs at any time from the date
hereof up to and including the date preceding the first
anniversary of the date hereof, the sum shall equal Ninety-Two
Thousand Five Hundred Dollars ($92,500.00); and (ii) if Dealer's
termination occurs at any time from the first anniversary of the
date hereof up to and including the date preceding the second
anniversary of the the date hereof, the sum shall equal Forty-Six
Thousand Two Hundred Fifty Dollars ($46,250,000). This sum will
also be paid by Dealer if the Agreement is terminated by DFS on
account of Dealer's Default, but shall not be payable if the
Agreement is terminated by DFS absent a Default by Dealer."
3. The following paragraph is incorporated into the BFA as if fully and
originally set forth therein:
"Unused Line Fee. If, at any time from and after August 31, 2001,
the Average Loan Balance (as defined below) for any calendar
month is less than Fifty Percent (50%) of the Accounts
Receivable Facility then Dealer agrees to pay DFS a monthly
unused line fee in an amount equal to fifteen one hundredths of
a percent (0.15%) of the difference between (a) the total
Accounts Receivable Facility minus (b) the Average Loan Balance
for such month. The "Average Loan Balance" is equal to (1) the
sum of the Daily Loan Balances (as defined below) during a
billing period; divided by (2) the actual number of days in such
billing period. The "Daily Loan Balance" is equal to the amount
of the outstanding principal debt which Dealer owes to DFS on
the Accounts Receivable Facility at the end of each day
(including the amount of all Electronic Transfers authorized)
after DFS has credited the payments which it has received on the
Accounts Receivable Facility. The Daily Loan Balance shall not
be subject to Section 3.8 of the Agreement. Such unused line fee
shall be payable monthly in arrears and due pursuant to the
monthly billing statement. Once received by DFS, a line fee
shall not be refundable by DFS for any reason."
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4. The following paragraph is incorporated into the BFA as Section 8.10
and into the AWF as Section 26.10, as if fully and originally set
forth therein:
"Negotiation. Notwithstanding the foregoing, Dealer and DFS
shall attempt in good faith to resolve any Disputes promptly by
negotiations between Dealer and DFS prior to the filing of an
arbitration claim."
5. Section 2 of the AWF is hereby amended in its entirety as follows:
"2. Financing Terms and Statements of Transaction. Dealer and
DFS agree that certain financial terms of any advance made by
DFS under this Agreement, whether regarding finance charges,
other fees, maturities, curtailments or other financial terms,
are not set forth herein because such terms depend, in part,
upon the availability of Vendor discounts, payment terms or
other incentives, prevailing economic conditions, DFS'
floorplanning volume with Dealer and with Dealer's Vendors, and
other economic factors which may vary over time. Dealer and DFS
further agree that it is therefore in their mutual best interest
to set forth in this Agreement only the general terms of
Dealer's financing arrangement with DFS. Upon agreeing to
finance a particular item of inventory for Dealer, DFS will send
Dealer a Statement of Transaction identifying such inventory and
the applicable financial terms. Unless Dealer notifies DFS in
writing of any objection within twenty (20) days after a
Statement of Transaction is mailed to Dealer: (a) the amount
shown on such Statement of Transaction will be an account
stated; (b) Dealer will have agreed to all rates, charges and
other terms shown on such Statement of Transaction; (c) Dealer
will have agreed that DFS is financing the items of inventory
referenced in such Statement of Transaction at Dealer's request;
and (d) such Statement of Transaction will be incorporated
herein by reference, will be made a part hereof as if originally
set forth herein, and will constitute an addendum hereto. If
Dealer objects to the terms of any Statement of Transaction,
Dealer agrees to pay DFS for such inventory in accordance with
the most recent terms for similar inventory to which Dealer has
not objected (or, if there are no prior terms, at the lesser of
16% per annum or at the maximum lawful contract rate of interest
permitted under applicable law), but Dealer acknowledges that
DFS may then elect to terminate Dealer's financing program
pursuant to Section 17, and cease making additional advances to
Dealer. However, such termination will not accelerate the
maturities of advances previously made, unless Dealer shall
otherwise be in default of this Agreement."
6. Section 2.2 of the BFA is hereby amended in its entirety as follows:
"2.2 Payments. DFS will send Dealer a monthly billing
statement(s) identifying all charges due on Dealer's account with
DFS. 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 DFS receives Dealer's
written objection thereto within twenty (20) days after it is
mailed to Dealer. If DFS does not receive, by the 25th day of any
given month, payment of all charges accrued to Dealer's account
with DFS during the immediately preceding month, Dealer will (to
the extent allowed by law) pay DFS a late fee ("Late Fee") equal
to the greater of $5 or 5% of the amount of such finance charges
(payment of the Late Fee does not waive the default caused by the
late payment). Dealer will also pay DFS $100 for each of Dealer's
checks returned unpaid for insufficient funds (an "NSF check")
(such $100 payment repays DFS' estimated administrative costs; it
does not waive the default caused by the NSF check). DFS 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 DFS on account
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of the Obligations. DFS will have the continuing exclusive right
to apply and reapply any and all such payments in such manner as
DFS may deem advisable notwithstanding any entry by DFS upon its
books and records."
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 DFS have both read this Addendum to the
Business Financing Agreement and Agreement for Wholesale Financing, understand
all the terms and provisions hereof and agree to be bound thereby and subject
thereto as of this day of ___________________, 2001.
ePLUS TECHNOLOGY, inc.
Attest:
By:_________________________________
Title:_______________________________
(Assistant) Secretary
DEUTSCHE FINANCIAL SERVICES CORPORATION
By:________________________________
Title:_______________________________
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