f_exh.htm


    TENTH
      AMENDMENT TO CREDIT AGREEMENT

    


    This
      TENTH AMENDMENT TO CREDIT
      AGREEMENT (the “Tenth Amendment”) dated November 29, 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, 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, and a Ninth Amendment, dated August 22, 2007
      (as
      the same may be modified and amended from time to time, including by this Tenth
      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: (a) their 2007 annual audited financial
      statements required prior to July 31, 2007; and (b) Financial Statements
      (Quarterly), for the periods ending June 30, 2007 and September 30, 2007
      (collectively, the “Waived Delivery Events”), which deliveries, to the extent
      otherwise required, were waived through November 30, 2007, pursuant to the
      Ninth
      Amendment, and have advised the Banks that they will be unable to deliver such
      items in the timeframe set forth in the Ninth Amendment (or the Credit
      Agreement).

    


    C.  The
      Borrowers have requested an extension of the delivery date requirements for
      the
      Waived Delivery Events, and the waiver, in its entirety, of the required
      delivery of the 2007 Projections, 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:

    


    “Tenth
      Amendment” means the Tenth Amendment to this Agreement dated November 29,
      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 Tenth Amendment and any other documents
      which the Banks require such Borrower to deliver hereunder (this Tenth Amendment
      and any such additional documents delivered in connection with the Tenth
      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 Tenth Amendment have
      been
      adopted and taken and, upon their execution, the Credit Agreement, as amended
      by
      this Tenth 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 Tenth 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 Tenth Amendment shall be
      effective upon the Administrative Agent’s receipt of the following, each in form
      and substance reasonably satisfactory to the Banks:

    


    (a)  Tenth
      Amendment.  this Tenth 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 Tenth 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 Tenth 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 February
      29,
      2008.  Except as stated in the preceding sentence, the execution,
      delivery and performance of this Tenth 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 Tenth 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 Tenth Amendment.  Nothing in this Tenth
      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 Tenth Amendment shall be binding upon and inure to
      the benefit of the parties hereto and their respective successors and
      assigns.

    


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

    


    9.  Counterparts.  This
      Tenth 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 Tenth 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 Tenth 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