AMENDMENT #5 TO AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING

EXHIBIT 10.1

AMENDMENT #5 TO AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING

This Amendment #5 to Amended and Restated Agreement for Wholesale Financing ("Amendment") is entered into on July 27, 2017, by and among ePlus Technology, inc. ("Technology") and ePlus Technology Services, inc. ("Services"; and together with Technology, each sometimes referred to as a "Dealer," and sometimes referred to collectively, jointly and severally, as "Dealer") and Xxxxx Fargo Commercial Distribution Finance, LLC ("CDF") and is to that certain Amended and Restated Agreement for Wholesale Financing dated July 23, 2012, by and between Dealer and CDF (as the same has been amended, by that certain Amendment #1 to Amended and Restated Agreement For Wholesale Financing dated July 31, 2014, that certain Amendment #2 to Amended and Restated Agreement For Wholesale Financing dated July 24, 2015, that certain Amendment #3 to Amended and Restated Agreement For Wholesale Financing dated October 20, 2015, and that certain Amendment #4 to Amended and Restated Agreement For Wholesale Financing dated July 28, 2016, and as further amended, restated, amended and restated, modified, extended, renewed, substituted, and/or supplemented, the "Agreement"). All terms which are not defined herein shall have the same meaning in this Amendment as in the Agreement.

WHEREAS, CDF and Dealer desire to amend the terms of the Agreement.

NOW THEREFORE, in consideration of the premises and of the mutual promises contained herein and in the Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Section 2 of the Agreement is hereby deleted in its entirety and replaced with the following:

"Credit Facility. Subject to the terms of this Agreement, CDF agrees to provide to Dealer an inventory floorplan credit facility of (i) to and until October 31, 2017, Three Hundred Twenty-Five Million Dollars ($325,000,000.00), (ii) on and after November 1, 2017, except during a Temporary Uplift Period, Two Hundred Fifty Million Dollars ($250,000,000.00), and (iii) during any Temporary Uplift Period, Three Hundred Twenty Five Million Dollars ($325,000,000.00); provided, however, that at no time will the principal amount outstanding under Dealer's inventory floorplan credit facility with CDF and Dealer's accounts receivable facility with CDF exceed, in the aggregate, the Aggregate Facility Limit (as defined below).  CDF's decision to advance funds will not be binding until the funds are actually advanced.

In addition, subject to the terms of the Amended and Restated Business Financing Agreement between CDF and Dealer dated July 23, 2012, as amended from time to time, CDF agrees to provide to Dealer an accounts receivable facility of Thirty Million Dollars ($30,000,000.00); provided, however, that at no time will the principal amount outstanding under the accounts receivable facility with CDF and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, the Aggregate Facility Limit. CDF's decision to advance funds will not be binding until the funds are actually advanced.

If, at any time, the principal amount outstanding under Dealer's inventory floorplan credit facility with CDF and Dealer's accounts receivable facility with CDF exceeds, in the aggregate, the then applicable Aggregate Facility Limit, Dealer will immediately pay to CDF an amount not less than the difference between (i) the aggregate principal amount outstanding under Dealer's inventory floorplan credit facility with CDF and Dealer's accounts receivable facility with CDF and (ii) the Aggregate Facility Limit.

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As used herein, "Aggregate Facility Limit" means (i) on or before October 31, 2017, Three Hundred Twenty Five Million Dollars ($325,000,000.00), (ii) on or after November 1, 2017, except during a Temporary Uplift Period, Two Hundred Fifty Million Dollars ($250,000,000.00), and (iii) during any Temporary Uplift Period, Three Hundred Twenty Five Million Dollars ($325,000,000.00).

As used herein, "Temporary Uplift Period" means the period in any year starting in 2018, beginning on the date of Dealer's electronic notification to CDF of its election to temporarily increase Dealer's inventory floorplan credit facility, which such date shall not be earlier than July 1 of such year, and ending on the earlier of (i) the date that is 90 days following the date of such election and (ii) October 31 of such year."

2. Each Dealer hereby ratifies and confirms the Agreement, as amended hereby, and each Other Agreement (as defined in the Amended and Restated Business Financing Agreement dated July 23, 2012, by and between Dealer and CDF as amended from time to time) executed by such Dealer in all respects.

3. Each Dealer hereby unconditionally releases, acquits, waives, and forever discharges CDF and its successors, assigns, directors, officers, agents, employees, representatives and attorneys from any and all liabilities, claims, causes of action or defenses, if any, and for any action taken or failure to take action, existing at any time prior to the execution of this Amendment.

4. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their participants, successors and assigns.

5. This Amendment may be executed in any number of counterparts, each of which counterparts, once they are executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement. This Amendment may be executed by any party to this Amendment by original signature, facsimile and/or electronic signature.

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IN WITNESS WHEREOF, Dealer and CDF have executed this Amendment as of the date first set forth hereinabove.

			"DEALER"
			EPLUS TECHNOLOGY, INC.
			By:	/s/ Xxxxxx X. Xxxxxx
			Print Name:	Xxxxxx X. Xxxxxx
			Title:	Chief Financial Officer
			EPLUS TECHNOLOGY SERVICES, INC.
			By:	/s/ Xxxxxx X. Xxxxxx
			Print Name:	Xxxxxx X. Xxxxxx
			Title:	Chief Financial Officer
			"CDF"
			XXXXX FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC
			By:	/s/ Xxxx X. Xxxxxxxx XX
			Print Name:	Xxxx X. Xxxxxxxx XX
			Title:	Regional Manager

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