EX-10.1


    SIXTH
      AMENDMENT TO CREDIT AGREEMENT

    


    This
      SIXTH AMENDMENT TO CREDIT AGREEMENT (the “Sixth Amendment”) dated January
      11, 2007, is by and among ePlus inc., a Delaware corporation (“ePlus”), the
      Subsidiaries of ePlus signatory hereto (including ePlus, each individually
      a
“Borrower” and collectively, the “Borrowers”), the Banks signatory hereto (the
“Banks”), and National City Bank, as Administrative Agent for the Banks (the
“Administrative Agent”).

    


    BACKGROUND

     

    A.  Pursuant
      to that certain Credit Agreement dated
      September
      23,
      2005,
      by and
      among the Borrowers, the Banks, and the Administrative Agent, as amended by
      a
      First Amendment to Credit Agreement, dated July 11, 2006, a Second Amendment
      dated July 28, 2006, a Third Amendment dated August 30, 2006, a Fourth Amendment
      dated September 27, 2006, and a Fifth Amendment dated November
      15, 2006 (as the same may be modified and amended from time to time,
      including by this Sixth Amendment, the “Credit Agreement”), the Banks agreed,
inter
      alia,
      to
      extend to the Borrowers a revolving credit facility in the maximum aggregate
      principal amount of $35,000,000.

    


    B.  The
      Borrowers did not deliver the following documents as required by Section 5.1
      of
      the Credit Agreement (a) their annual audited financial statements prior to
      May
      31, 2006, (b) their “Projections” for 2007 prior to June 30, 2006, and (c)
      Financial Statements (Quarterly), for the periods ending June 30, 2006 and
      September 30, 2006 (collectively, the “Waived Delivery Event”), which events
      were waived through January 15, 2007, pursuant to the Fifth Amendment, and
      have advised the Banks that they will be unable to deliver such items in the
      timeframe set forth in the Fifth Amendment.

     

    C.  The
      Borrowers have requested an extension of the delivery date requirements for
      the
      Waived Delivery Event, to which the Banks are willing to agree, on the terms
      and
      subject to the conditions set forth herein.

    


    NOW,
      THEREFORE, in consideration of the foregoing premises and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and intending to be legally bound hereby, the parties hereto
      agree
      as follows:

    


    1.  Definitions.
      

    


    (a)  General
      Rule.
      Except
      as expressly set forth herein, all capitalized terms used and not defined herein
      shall have the respective meanings ascribed thereto in the Credit Agreement.
      

    


    (b)  Additional
      Definition.
      The
      following additional definition shall be added to Article 1 of the Credit
      Agreement to read in its entirety as follows:

    


    “Sixth
      Amendment”
means
      the Sixth Amendment to this Agreement dated January 11, 2007.

    


    2.  Representations
      and Warranties.
      Each
      Borrower hereby represents and warrants to the Administrative Agent and each
      Bank that, except as to the Waived Delivery Event, as to such
      Borrower:

    


    (a)  Representations.
      each of
      the representations and warranties of such Borrower contained in the Credit
      Agreement and/or the other Loan Documents are true, accurate and 

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        
correct
        in all material respects on and as of the date hereof as if made on and as
        of
        the date hereof, except to the extent such representation or warranty was
        made
        as of a specific date;

    

    


    (b)  Power
      and Authority.
      (i)
      such Borrower has the power and authority under the laws of its jurisdiction
      of
      organization and under its organizational documents to enter into and perform
      this Sixth Amendment and any other documents which the Banks require such
      Borrower to deliver hereunder (this Sixth Amendment and any such additional
      documents delivered in connection with the Sixth Amendment are herein referred
      to as the “Amendment Documents”); (ii) such Borrower is in good standing in its
      jurisdiction of organization and each additional jurisdiction in which it is
      required to be so qualified; and (iii) all actions, corporate or otherwise,
      necessary or appropriate for the due execution and full performance by the
      Borrower of the Sixth Amendment have been adopted and taken and, upon their
      execution, the Credit Agreement, as amended by this Sixth Amendment will
      constitute the valid and binding obligations of the Borrower enforceable in
      accordance with their respective terms;

    


    (c)  No
      Violations of Law or Agreements.
      the
      making and performance of the Sixth Amendment will not violate any provisions
      of
      any law or regulation, federal, state, local, or foreign, or the organizational
      documents of such Borrower, or result in any breach or violation of, or
      constitute a default or require the obtaining of any consent under, any
      agreement or instrument by which such Borrower or its property may be
      bound;

    


    (d)  No
      Default.
      except
      as is waived hereby, no Default or Event of Default has occurred and is
      continuing; and

    


    (e)  No
      Material Adverse Effect.
      No
      Material Adverse Effect has occurred since September 23, 2005.

    


    3.  Conditions
      to Effectiveness of Amendment.
      This
      Sixth Amendment shall be effective upon the Administrative Agent’s receipt of
      the following, each in form and substance reasonably satisfactory to the
      Banks:

     

                  
      (a)        Sixth Amendment.
      this Sixth Amendment, duly executed by the Borrowers and the Banks;

     

                  
      (b)  Consent
      and Waivers.
      copies
      of any consents or waivers necessary in order for the Borrowers to comply with
      or perform any of its covenants, agreements or obligations contained in any
      agreement, which are required as a result of the Borrowers’ execution of this
      Sixth Amendment, if any; and

     

    (c)  Other
      Documents and Actions.
      such
      additional agreements, instruments, documents, writings and actions as the
      Banks
      may reasonably request.

    


    4.  Limited
      Consent; Ratification.
      Subject
      to the terms and conditions of this Sixth Amendment, the Banks and
      Administrative Agent hereby consent to an extension of the delivery date for
      each of the deliveries described in the definition of  the Waived Delivery
      Event, to a date not later than March 15, 2007. Except as stated in the
      preceding sentence, the execution, delivery and performance of this Sixth
      Amendment shall not operate as a waiver of any right, power or remedy of the
      Administrative Agent or the Banks under the Credit Agreement or any Loan
      Document, or constitute a waiver of any provision thereof. Except as expressly
      modified hereby, all terms, conditions and provisions of the Credit Agreement
      and the other Loan Documents shall remain in full force and effect and are
      hereby ratified and confirmed by any Borrower. Nothing contained herein
      constitutes an agreement or obligation by the Administrative Agent or any Bank
      to grant any further amendments to any of the Loan Documents.


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    5.  Acknowledgments.
      To
      induce the Banks to enter into this Sixth Amendment, each Borrower acknowledges,
      agrees, warrants, and represents that:

    


    (a)  Acknowledgment
      of Obligations; Collateral; Waiver of Claims.
      (i) the
      Loan Documents are valid and enforceable against, and all of the terms and
      conditions of the Loan Documents are binding on, the Borrowers; (ii) the liens
      and security interests granted to the Administrative Agent by the Borrowers
      pursuant to the Loan Documents are valid, legal and binding, properly recorded
      or filed and first priority perfected liens and security interests; and (iii)
      the Borrowers hereby waive any and all defenses, set-offs and counterclaims
      which they, whether jointly or severally, may have or claim to have against
      the
      Administrative Agent or any Bank as of the date hereof.

    


    (b)  No
      Waiver of Existing Defaults.
      Other
      than the Delivery Event, no Default or Event of Default exists immediately
      before or immediately after giving effect to this Sixth Amendment. Nothing
      in
      this Sixth Amendment nor any communication between the Administrative Agent,
      any
      Bank, any Borrower or any of their respective officers, agents, employees or
      representatives shall be deemed to constitute a waiver of (i) any Default or
      Event of Default arising as a result of the foregoing representation proving
      to
      be false or incorrect in any material respect; or (ii) any rights or remedies
      which the Administrative Agent or any Bank has against any Borrower under the
      Credit Agreement or any other Loan Document and/or applicable law, with respect
      to any such Default or Event of Default arising as a result of the foregoing
      representation proving to be false or incorrect in any material
      respect.

    


    6.  Binding
      Effect.
      This
      Sixth Amendment shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors and assigns.

    


    7.  Governing
      Law.
      This
      Sixth Amendment and all rights and obligations of the parties hereunder shall
      be
      governed by and be construed and enforced in accordance with the laws of the
      Commonwealth of Pennsylvania without regard to Pennsylvania or federal
      principles of conflict of laws.

    


    8.  Headings.
      The
      headings of the sections of this Sixth Amendment are inserted for convenience
      only and shall not be deemed to constitute a part of this Sixth
      Amendment.

    


    9.  Counterparts.
      This
      Sixth Amendment may be executed in any number of counterparts with the same
      affect as if all of the signatures on such counterparts appeared on one document
      and each counterpart shall be deemed an original.

      
        
           

        

        
          
          

          
          

        

        
          
          

        

      

    

    IN
      WITNESS WHEREOF, the Borrowers have caused this Sixth Amendment to Credit
      Agreement to be executed under seal by their duly authorized officers, all
      as of
      the day and year first written above.

     

    ePLUS
      inc.

     

    By:
/s/
      Kleyton L. Parkhurst

    Name:
      Kleyton
      L. Parkhurst

    Title:
      Senior
      Vice President

     

    ePLUS
      Group, inc.

     

    By:
/s/
      Kleyton L. Parkhurst

    Name:
      Kleyton
      L. Parkhurst

    Title:
      Senior
      Vice President

     

    ePLUS
      Government, inc.

     

    By:
/s/
      Kleyton L. Parkhurst

    Name:
      Kleyton
      L. Parkhurst

    Title:
      Senior
      Vice President

     

    ePLUS
      Capital, inc.

     

    By:
/s/
      Kleyton L. Parkhurst

    Name:
      Kleyton
      L. Parkhurst

    Title:
      President

     


    
      
         

        


        
        

      

      
        
        

        
        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Administrative Agent and the Banks have caused
      this Sixth Amendment to Credit Agreement to be executed under seal by their
      duly
      authorized officers, all as of the day and year first written
      above.


    NATIONAL
      CITY BANK

     

    By:
      /s/ Michael J. Labrum       

    Name:
      Michael
      J. Labrum

    Title:
      Senior
      Vice President

    


     

    BRANCH
      BANKING AND TRUST COMPANY OF VIRGINIA

     

    By:
/s/
      Ronald Gudbrandsen      

    Name:
      Ronald
      Gudbrandsen

    Title:
      Senior
Vice
      President 

     

     

                                                                                                                
      -5-