AMENDMENT TO BUSINESS FINANCING AGREEMENT AND
AGREEMENT FOR WHOLESALE FINANCING
by and between
ePlus Technology, inc.
and
GE Commercial Distribution Finance Corporation
A. Whereas, effective March 31, 2003, ePlus Technology of PA, inc.
("Pennsylvania Dealer") and ePlus Technology of NC, inc. ("North Carolina
Dealer") were merged with and into ePlus Technology, inc. ("Virginia Dealer")
with Virginia Dealer being the surviving legal entity of such mergers.
B. Whereas, GE Commercial Distribution Finance Corporation (formerly known
as Deutsche Financial Services Corporation) ("CDF") finances certain obligations
of Virginia Dealer pursuant to a Business Financing Agreement dated August 31,
2000, between Virginia Dealer and CDF, as amended ("Virginia BFA") and (ii) an
Agreement for Wholesale Financing between Virginia Dealer and CDF dated August
31, 2000, as amended ("Virginia AWF");
C. Whereas, by operation of law, Virginia Dealer has assumed the
obligations of Pennsylvania Dealer to CDF under (i) that certain Business
Financing Agreement dated February 12, 2001 between Pennsylvania Dealer and CDF,
as amended ("Pennsylvania BFA") and (ii) that certain Agreement for Wholesale
Financing between Pennsylvania Dealer and CDF dated February 12, 2001, as
amended ("Pennsylvania AWF"); and
D. Whereas, by operation of law, Virginia Dealer has assumed the
obligations of North Carolina Dealer to CDF under that certain Agreement for
Wholesale Financing dated February 12, 2001 between North Carolina Dealer and
CDF, as amended ("North Carolina AWF"); and
E. Whereas, each of Virginia Dealer and CDF wish to amend the Virginia BFA
and Virginia AWF to continue the financing arrangements for Virginia Dealer,
subject to certain changes.
NOW, THEREFORE, in consideration of CDF's willingness to continue its
financing arrangement, the parties agree as follows:
1. Section 2.1 of the Virginia 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 Seven
Million Dollars ($7,000,000.00); 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, Thirty-Three Million Dollars ($33,000,000.00). CDF's decision to
advance funds will not be binding until the funds are actually advanced."
In addition, subject to the terms of the Virginia AWF, CDF agrees to
provide to Virginia Dealer an inventory floorplan credit facility of Twenty-Six
Million Dollars ($26,000,000.00); provided, however, that at no time will the
principal amount outstanding under Virginia Dealer's inventory floorplan credit
facility with CDF and Virginia Dealer's Accounts Receivable Facility exceed, in
1
the aggregate Thirty-Three Million Dollars ($33,000,000.00). CDF's decision to
advance funds will not be binding until the funds are actually advanced.
2. Virginia Dealer hereby certifies to CDF and agrees as follows:
A. On March 31, 2003, documents were signed and sent to the Secretaries of
State of the appropriate states to effectuate legal mergers of Pennsylvania
Dealer and North Carolina Dealer with and into Virginia Dealer. Virginia Dealer
agrees to provide CDF with copies of such documentation as soon as they are
available. Virginia Dealer further agrees that it shall be a default under the
Virginia AWF and Virginia BFA if the events as described herein are not
accurate.
B. As a result of the mergers of Pennsylvania Dealer and North Carolina
Dealer into Virginia Dealer, the Pennsylvania AWF, Pennsylvania BFA and North
Carolina AWF are hereby terminated effective immediately. No further advances
will be made under any of the foregoing credit facilities.
C. By operation of law, Virginia Dealer is required to pay, and Virginia
Dealer has agreed that it shall pay, the total outstanding balances owing to CDF
from each of Pennsylvania Dealer and North Carolina Dealer. All amounts
currently due to CDF under each of the Pennsylvania AWF, Pennsylvania BFA and
North Carolina AWF shall be payable by Virginia Dealer to CDF in accordance with
their terms. Virginia Dealer acknowledges and agrees that the outstanding
balances owed to CDF under each of the foregoing credit facilities shall be
included when calculating the principal amounts outstanding under Virginia
Dealer's Accounts Receivable Facility and inventory floorplan credit facility
until such time as those outstanding balances are paid in full.
D. CDF has and shall have a purchase money security interest in certain of
the inventory and equipment formerly owned by Pennsylvania Dealer and North
Carolina Dealer and also a security interest in all inventory, equipment,
accounts receivable, chattel paper, general intangibles and all other assets
formerly owned by Pennsylvania Dealer and North Carolina Dealer.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK --
SIGNATURES ON NEXT PAGE]
2
IN WITNESS WHEREOF, each of ePlus Technology, inc. and CDF have executed
this Amendment on this 4th day of April, 2003.
ePlus Technology, inc.
Attest:
/s/ XXXXXX X. XXXXXXXXX
--------------------------------------------
Xxxxxx X. Xxxxxxxxx, Chief Financial Officer
/s/ XXXXX X. XXXXXXXX
----------------------------
Xxxxx X. Xxxxxxxx, Secretary
GE COMMERCIAL DISTRIBUTION
FINANCE CORPORATION
/s/ XXXXX XXXXXXX
--------------------------------------------
Xxxxx Xxxxxxx, Vice President of Operations
3
