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 s
