WAIVER
THIS
WAIVER, dated the 27th day of September, 2006 (the “Waiver”), is hereby
given by the undersigned pursuant to Section 6.3 of the Credit Agreement, dated
September 23, 2005, as may be amended, supplemented, modified or restated from
time to time (the “Credit Agreement”), by and among ePlus, inc. and its
Subsidiaries named therein (“ePlus”), the banking institutions signatory thereto
(the “Banks”) and National City Bank, as Administrative Agent for the Banks
under the Credit Agreement (the “Agent”). Terms which are capitalized but
undefined herein shall have the meaning ascribed thereto in the Credit
Agreement.
Preliminary
Statement
WHEREAS,
GE Commercial Distribution Finance Corporation (“CDF”) provides inventory
financing to ePlus Technology, inc. (“Technology”), a Subsidiary of
ePlus;
WHEREAS,
ePlus Group, inc. (“Group”), a Borrower under the Credit Agreement, from time to
time, in its capacity as agent on behalf of its customers, orders inventory
from
Technology which is financed by CDF (“Inventory”), for the purpose of leasing
such Inventory to customers of Group;
WHEREAS,
Group has guaranteed Technology’s obligations to CDF for Inventory financed by
CDF: (i) which is the subject of a purchase order issued by Group to Technology
and (ii) for which Technology has not received payment in full (“CDF-Financed
Inventory”), and secured such guaranty with such CDF-Financed Inventory (and
accounts, proceeds and other claims relating thereto), to the extent Technology
has not been paid in full for such CDF-Financing Inventory (collectively, the
“Collateral”), pursuant to that certain Collateralized Guaranty dated March 30,
2004 (the “Guaranty”);
WHEREAS,
the repayment of any amounts owned pursuant to such Guaranty (the “Guaranty
Obligations” will be secured by (and CDF will have recourse only against) the
Collateral;
WHEREAS,
pursuant to Section 6.3 of the Credit Agreement, Group has agreed to not to
xxxxx x xxxx on the Collateral to any Person other than the Agent;
and
WHEREAS,
in connection with Group’s grant of a lien on the Collateral to CDF, the
Borrowers have requested that the Agent and the Banks waive the limitations
of
Section 6.3 as and to the extent provided herein and that the Agent and the
Banks enter into a letter agreement with CDF establishing the respective
priority in the Collateral,
NOW,
THEREFORE, the undersigned Agent and the Banks hereby agree to waive the
limitations of Section 6.3 of the Credit Agreement to the extent necessary
to
permit group to xxxxx x xxxx on the Collateral in favor of
CDF.
The
Waiver set forth above is granted precisely as written and shall not be deemed
to be a waiver of or a consent to, or amendment, supplement or modification
of,
any other term or condition of the Credit Agreement (including, without
limitation, the maximum amount of obligations which can be guaranteed by the
Borrowers) or any of the instruments or agreements referred to therein or to
prejudice any other right or rights which the Banks or the Agent may now have
or
may have in the future under or in connection with the Credit Agreement or
any
of the instruments or agreements referred to therein.
IN
WITNESS WHEREOF, the Agent and the Banks have caused this Waiver to be executed
by their proper corporate officers thereunto duly authorized as of the day
and
year first above written.
NATIONAL
CITY BANK, in its individual capacity as
a
Bank
and
as Administrative Agent
/s/
Xxxxxxx X. Xxxxxx
By:
Xxxxxxx X. Xxxxxx
Title:
Senior Vice President
BRANCH
BANKING AND TRUST COMPANY OF
VIRGINIA
/s/
Xxxxxx X. Xxxxxxxxxxx
By:
Xxxxxx Xxxxxxxxxxx
Title:
Senior Vice President