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."
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:
"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."
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 12th day of February, 2001.
ePLUS TECHNOLOGY, inc.
Attest:
By:/s/ XXXXXX X. XXXXXXXXX
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/s/ XXXXXXX X. XXXXXXXXX Title:CFO
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(Assistant) Secretary
DEUTSCHE FINANCIAL SERVICES CORPORATION
By:/s/ XXXX XXXXXXXXX
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Title:Xxxx Xxxxxxxxx - V.P. Operations
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