Form 8-K EPLUS INC For: Jul 28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 28, 2016

 

ePlus inc.

(Exact name of registrant as specified in its charter)

13595 Dulles Technology Drive Herndon, VA 20171-3413

(Address, including zip code, of principal executive offices)

(703) 984-8400

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: August 1, 2016

 

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AMENDMENT #4 TO AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING

This Amendment #4 to Amended and Restated Agreement for Wholesale Financing ("Amendment") is entered into on July 28, 2016, by and among ePlus Technology, inc. ("Technology") and ePlus Technology Services, inc. ("Services"; and together with Technology, each sometimes referred to as a "Dealer," and sometimes referred to collectively, jointly and severally, as "Dealer") and Wells Fargo Commercial Distribution Finance, LLC (f/k/a GE Commercial Distribution Finance LLC) ("CDF") and is to that certain Amended and Restated Agreement for Wholesale Financing dated July 23, 2012, by and between Dealer and CDF (as the same has been amended, by that certain Amendment #1 to Amended and Restated Agreement For Wholesale Financing dated July 31, 2014, that certain Amendment #2 to Amended and Restated Agreement For Wholesale Financing dated July 24, 2015, and that certain Amendment #3 to Amended and Restated Agreement For Wholesale Financing dated October 20, 2015, as further amended, restated, amended and restated, modified, extended, renewed, substituted, and/or supplemented, the "Agreement"). All terms which are not defined herein shall have the same meaning in this Amendment as in the Agreement.

WHEREAS, CDF and Dealer desire to amend the terms of the Agreement.

NOW THEREFORE, in consideration of the premises and of the mutual promises contained herein and in the Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

"Credit Facility. Subject to the terms of this Agreement, CDF agrees to provide to Dealer an inventory floorplan credit facility of (i) to and until October 31, 2016, Three Hundred Million Dollars ($300,000,000.00) and (ii) after October 31, 2016, Two Hundred Fifty Million Dollars ($250,000,000.00); provided, however, that at no time will the principal amount outstanding under Dealer's inventory floorplan credit facility with CDF and Dealer's accounts receivable facility with CDF exceed, in the aggregate, the Aggregate Facility Limit (as defined below).  CDF's decision to advance funds will not be binding until the funds are actually advanced.

In addition, subject to the terms of the Amended and Restated Business Financing Agreement between CDF and Dealer dated July 23, 2012, as amended from time to time, CDF agrees to provide to Dealer an accounts receivable facility of Thirty Million Dollars ($30,000,000.00); provided, however, that at no time will the principal amount outstanding under the accounts receivable facility with CDF and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, the Aggregate Facility Limit. CDF's decision to advance funds will not be binding until the funds are actually advanced.

If, at any time, the principal amount outstanding under Dealer's inventory floorplan credit facility with CDF and Dealer's accounts receivable facility with CDF exceeds, in the aggregate, the then applicable Aggregate Facility Limit, Dealer will immediately pay to CDF an amount not less than the difference between (i) the aggregate principal amount outstanding under Dealer's inventory floorplan credit facility with CDF and Dealer's accounts receivable facility with CDF and (ii) the Aggregate Facility Limit.

As used herein, "Aggregate Facility Limit" means (i) on or before October 31, 2016, Three Hundred Million Dollars ($300,000,000.00) and (ii) after October 31, 2016, Two Hundred Fifty Million Dollars ($250,000,000.00)."

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Dealer and CDF have executed this Amendment as of the date first set forth hereinabove.

 

 

			"DEALER"
			EPLUS TECHNOLOGY, INC.
			By:	/s/ Elaine D. Marion
			Print Name:	Elaine D. Marion
			Title:	Chief Financial Officer
			EPLUS TECHNOLOGY SERVICES, INC.
			By:	/s/ Elaine D. Marion
			Print Name:	Elaine D. Marion
			Title:	Chief Financial Officer
			"CDF"
			WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC
			By:	/s/ Fahad Haroon
			Print Name:	Fahad Haroon
			Title:	Duly Authorized Signatory

AMENDMENT #4 TO AMENDED AND RESTATED BUSINESS FINANCING AGREEMENT

This Amendment #4 to Amended and Restated Business Financing Agreement ("Amendment") is entered into on July 28, 2016, by and among ePlus Technology, inc. ("Technology") and ePlus Technology Services, inc. ("Services"; and together with Technology, each sometimes referred to as a "Dealer," and sometimes referred to collectively, jointly and severally, as "Dealer") and Wells Fargo Commercial Distribution Finance, LLC (f/k/a GE Commercial Distribution Finance LLC) ("CDF") and is to that certain Amended and Restated Business Financing Agreement dated July 23, 2012, by and between Dealer and CDF (as the same has been amended by that certain Amendment #1 to Amended and Restated Business Financing Agreement dated July 31, 2014, that certain Amendment #2 to Amended and Restated Business Financing Agreement dated July 24, 2015 and that certain Amendment #3 to Amended and Restated Business Financing Agreement dated October 20, 2015, and as further amended, restated, amended and restated, modified, extended, renewed, substituted, and/or supplemented, the "Agreement"). All terms which are not defined herein shall have the same meaning in this Amendment as in the Agreement.

WHEREAS, CDF and Dealer desire to amend the terms of the Agreement.

NOW THEREFORE, in consideration of the premises and of the mutual promises contained herein and in the Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

"Aggregate Facility Limit": (i) on or before October 31, 2016, Three Hundred Million Dollars ($300,000,000.00) and (ii) after October 31, 2016, Two Hundred Fifty Million Dollars ($250,000,000.00).

"2.1 Accounts Receivable Facility. Subject to the terms of this Agreement, CDF agrees to provide to Dealer an Accounts Receivable Facility of Thirty Million Dollars ($30,000,000.00); provided, however, that at no time will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, the Aggregate Facility Limit. CDF's decision to advance funds will not be binding until the funds are actually advanced.

In addition, subject to the terms of the Amended and Restated Agreement for Wholesale Financing between CDF and Dealer dated July 23, 2012, as amended from time to time, CDF agrees to provide to Dealer an inventory floorplan credit facility of (i) to and until October 31, 2016, Three Hundred Million Dollars ($300,000,000.00) and (ii) after October 31, 2016, Two Hundred Fifty Million Dollars ($250,000,000.00); provided, however, that at no time will the principal amount outstanding under Dealer's inventory floorplan credit facility with CDF and Dealer's Accounts Receivable Credit Facility exceed, in the aggregate, the Aggregate Facility Limit.  CDF's decision to advance funds will not be binding until the funds are actually advanced.

If, at any time, the principal amount outstanding under Dealer's inventory floorplan credit facility with CDF and Dealer's Accounts Receivable Credit Facility exceeds, in the aggregate, the Aggregate Facility Limit, Dealer will immediately pay to CDF an amount not less than the difference between (i) the aggregate principal amount outstanding under Dealer's inventory floorplan credit facility with CDF and Dealer's Accounts Receivable Credit Facility and (ii) the Aggregate Facility Limit."

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Dealer and CDF have executed this Amendment as of the date first set forth hereinabove.

 

 

			"DEALER"
			EPLUS TECHNOLOGY, INC.
			By:	/s/ Elaine D. Marion
			Print Name:	Elaine D. Marion
			Title:	Chief Financial Officer
			EPLUS TECHNOLOGY SERVICES, INC.
			By:	/s/ Elaine D. Marion
			Print Name:	Elaine D. Marion
			Title:	Chief Financial Officer
			"CDF"
			WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC
			By:	/s/ Fahad Haroon
			Print Name:	Fahad Haroon
			Title:	Duly Authorized Signatory