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.
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IN WITNESS WHEREOF, each of Dealer and CDF have executed this Amendment on
this day of August 13, 2004.
ePlus Technology, inc.
Attest:
/s/ XXXXXX X. XXXXXXXXX
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/s/ XXXXX X. XXXXXXXX Xxxxxx X. Xxxxxxxxx
--------------------- Chief Financial Officer
Xxxxx X. Xxxxxxxx, Secretary
GE COMMERCIAL DISTRIBUTION
FINANCE CORPORATION
/s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
Vice President of Operations
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