exh10-1.htm


    ELEVENTH
      AMENDMENT TO CREDIT AGREEMENT

    


    This
      ELEVENTH AMENDMENT TO CREDIT
      AGREEMENT (the “Eleventh Amendment”) dated February 29, 2008, 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, a Fifth Amendment dated November 15, 2006, a Sixth Amendment
      dated January 11, 2007, a Seventh Amendment dated March 12, 2007, an Eighth
      Amendment dated June 27, 2007, a Ninth Amendment, dated August 22, 2007 and
      a
      Tenth Amendment, dated November 29, 2007 (as the same may be modified and
      amended from time to time, including by this Eleventh 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 (or will not) deliver the following documents as required
      by
      Section 5.1 of the Credit Agreement their Financial Statements (Quarterly),
      for
      the periods ending June 30, 2007, September 30, 2007, December 31, 2007
      (collectively, the “Waived Delivery Events”), which deliveries, to the extent
      otherwise required, were waived through February 29, 2008, pursuant to the
      Tenth
      Amendment, and have advised the Banks that they will be unable to deliver such
      items in the timeframe set forth in the Tenth Amendment (or the Credit
      Agreement).

    


    C. The
      Borrowers have requested an extension of the delivery date requirements for
      the
      Waived Delivery Events, 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:

    


    “Eleventh
      Amendment”
means the Eleventh Amendment to this Agreement dated February 29,
      2008.

    


    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 Eleventh Amendment and any other
      documents which the Banks require such Borrower to deliver hereunder (this
      Eleventh Amendment and any such additional documents delivered in connection
      with the Eleventh 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
      Eleventh Amendment have been adopted and taken and, upon their execution, the
      Credit Agreement, as amended by this Eleventh 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 Eleventh
      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 Eleventh Amendment shall be effective upon
      the Administrative Agent’s receipt of the following, each in form and substance
      reasonably satisfactory to the Banks:

    


    (a) Eleventh
      Amendment.  this Eleventh 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 Eleventh Amendment, if any;

    (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 Eleventh 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 June 30,
      2008.  Except as stated in the preceding sentence, the execution,
      delivery and performance of this Eleventh 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 Eleventh 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 Waived Delivery Event, no Default or
      Event of Default exists immediately before or immediately after giving effect
      to
      this Eleventh Amendment.  Nothing in this Eleventh 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 Eleventh Amendment shall be binding upon and
      inure to the benefit of the parties hereto and their respective successors
      and
      assigns.

    


    7. Governing
      Law.  This Eleventh 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 Eleventh Amendment are inserted for convenience
      only and shall not be deemed to constitute a part of this Eleventh
      Amendment.

    


    9. Counterparts.  This
      Eleventh 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 Eleventh 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 Eleventh 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


    (successor
      in interest by merger to Branch Banking And Trust Company of
      Virginia)

     

    By: /s/ James
      E.
      Davis                                                                          


    Name: 
James
      E.
      Davis

    Title: 
Senior
      Vice
      President