BUSINESS FINANCING AGREEMENT
This Business Financing Agreement ("Agreement") is made as of ________________,
2001 between Deutsche Financial Services Corporation ("DFS") and ePlus
Technology of PA, inc., a |___| SOLE PROPRIETORSHIP, |___| PARTNERSHIP, |XX|
CORPORATION, |___| LIMITED LIABILITY COMPANY (check applicable term) ("Dealer"),
having a principal place of business located at 130 Futura Drive, Pottstown, PA
19464.
- --------------------------------------------------------------------------------
1. DEFINITIONS
1.1 Special Definitions. The following terms will have the following
meanings in this Agreement, Agreement for Wholesale Financing and
in the Other Agreements:
"Accounts": all accounts, leases, contract rights, chattel
paper, choses in action and instruments, including any lien
or other security interest that secures or may secure any of
the foregoing, plus all books, invoices, documents and other
records in any form evidencing or relating to any of the
foregoing, now owned or hereafter acquired by Dealer.
"Accounts Receivable Facility": a credit facility extended
pursuant to this Agreement.
"Agreement for Wholesale Financing": any Agreement for
Wholesale Financing, as amended from time to time, which
Dealer has executed in conjunction with inventory financing
extended by DFS.
"Average Contract Balance": the amount determined by
dividing: (a) the sum of the Daily Contract Balances (as
defined in Section 2.1.1) for a billing period; by, (b) the
actual number of days in such billing period.
"Default": the events or occurrences enumerated in Section
6.
"Entity": any individual, association, firm, corporation,
partnership, limited liability company, trust, governmental
body, agency or instrumentality whatsoever.
"Government Accounts": Accounts due and payable to a U.S.
county,state or federal governmental body, agency or
instrumentality; or body, agency or instrumentality of the
District of Columbia.
"Guarantor": a guarantor of any of the Obligations.
"Inventory": all of Dealer's presently owned and hereafter
acquired goods which are held for sale or lease.
"Obligations": all liabilities and indebtedness now or
hereafter arising, owing, due or payable from Dealer to DFS
(and any of its subsidiaries and affiliates), including any
third party claims against Dealer satisfied or acquired by
DFS, whether primary or secondary, joint or several, direct,
contingent, fixed or otherwise, and whether or not evidenced
by instruments or evidences of indebtedness, and all
covenants, agreements (including consent to binding
arbitration), warranties, duties and representations,
whether such Obligations arise under this Agreement, the
Other Agreements or any other agreements previously, now or
hereafter executed by Dealer and delivered to DFS or by
operation of law.
1
"Other Agreements": all security agreements (including the
Agreement for Wholesale Financing), mortgages, leases,
instruments, documents, guarantees, schedules, certificates,
contracts and similar agreements heretofore, now or
hereafter executed by Dealer and delivered to DFS or
delivered by or on behalf of Dealer to a third party and
assigned to DFS by operation of law or otherwise.
"Non-Government Accounts": all Accounts other than
Government Accounts.
"Prime Rate": the rate of interest which Chase Manhattan
Bank publicly announces from time to time as its prime rate
or reference rate; provided, however, that for purposes of
this Agreement, the interest rate charged to Dealer will at
no time be computed on a Prime Rate of less than six and one
half percent (6.5%) per annum. The Prime Rate will change
and take effect for purposes of this Agreement on the day
that Chase Manhattan Bank announces any change in its Prime
Rate or reference rate.
2. CREDIT FACILITY/INTEREST RATES/FEES
2.1 Accounts Receivable Facility. Subject to the terms of this
Agreement, DFS agrees to provide to Dealer an Accounts Receivable
Facility of TWO MILLION DOLLARS ($2,000,000). DFS' decision to
advance funds will not be binding until the funds are actually
advanced.
2.1.1 Interest. Dealer agrees to pay interest to DFS on the
Daily Contract Balance at a rate equal to the Prime
Rate minus one-half of one percent (0.5%) per annum.
Such interest will: (i) be computed based on a 360 day
year; (ii) be calculated each day by multiplying the
Daily Rate (as defined below) by the Daily Contract
Balance (as defined below); and (iii) accrue from the
date that DFS authorizes any Electronic Transfer (as
defined in Section 3.10 herein) or otherwise makes an
advance under the Accounts Receivable Facility until
DFS receives the full and final payment of the
principal debt which Dealer owes to DFS, subject to the
terms of Section 3.8 herein. The "Daily Rate" is the
quotient of the applicable annual rate provided herein
divided by 360. The "Daily Contract Balance" is the
amount of the outstanding principal debt which Dealer
owes to DFS on the Accounts Receivable Facility at the
end of each day (including the amount of all Electronic
Transfers authorized) after DFS has credited the
payments which it has received on the Accounts
Receivable Facility, subject to the terms of Section
3.8 herein.
2.1.2 Maximum Interest. Dealer acknowledges that DFS intends
to strictly conform to the applicable usury laws
governing this Agreement. Regardless of any provision
contained herein or in any other document executed or
delivered in connection herewith or therewith, DFS
shall never be deemed to have contracted for, charged
or be entitled to receive, collect or apply as interest
on this Agreement (whether termed interest herein or
deemed to be interest by judicial determination or
operation of law), any amount in excess of the maximum
amount allowed by applicable law, and, if DFS ever
receives, collects or applies as interest any such
excess, such amount which would be excessive interest
will be applied first to the reduction of the unpaid
principal balances of advances under this Agreement,
2
and, second, any remaining excess will be paid to
Dealer. In determining whether or not the interest paid
or payable under any specific contingency exceeds the
highest lawful rate, Dealer and DFS shall, to the
maximum extent permitted under applicable law: (a)
characterize any non-principal payment (other than
payments which are expressly designated as interest
payments hereunder) as an expense or fee rather than as
interest; (b) exclude voluntary pre-payments and the
effect thereof; and (c) spread the total amount of
interest throughout the entire term of this Agreement
so that the interest rate is uniform throughout such
term.
2.2 Payments. DFS will send Dealer a monthly billing statement(s)
identifying all charges due on Dealer's account with DFS. The interest
and fee charges specified on each billing statement will be: (a) due
and payable in full immediately on receipt, and (b) an account stated,
unless DFS receives Dealer's written objection thereto within twenty
(20) days after it is mailed to Dealer. If DFS does not receive, by
the 25th day of any given month, payment of all charges accrued to
Dealer's account with DFS during the immediately preceding month,
Dealer will (to the extent allowed by law) pay DFS a late fee ("Late
Fee") equal to the greater of $5 or 5% of the amount of such finance
charges (payment of the Late Fee does not waive the default caused by
the late payment). Dealer will also pay DFS $100 for each of Dealer's
checks returned unpaid for insufficient funds (an "NSF check") (such
$100 payment repays DFS' estimated administrative costs; it does not
waive the default caused by the NSF check). DFS may adjust the billing
statement at any time to conform to applicable law and this Agreement.
Dealer waives the right to direct the application of any payments
hereafter received by DFS on account of the Obligations. DFS will have
the continuing exclusive right to apply and reapply any and all such
payments in such manner as DFS may deem advisable notwithstanding any
entry by DFS upon its books and records.
2.3 One Loan. DFS may combine all of DFS' advances to Dealer or on
Dealer's behalf, whether under this Agreement or any Other Agreements,
and whether provided by one or more of DFS' branch offices, together
with all finance charges, fees and expenses related thereto, to make
one debt owed by Dealer.
3. ACCOUNTS RECEIVABLE FACILITY - ADDITIONAL PROVISIONS
3.1 Schedules. Dealer will, no less thanweekly or as otherwise agreed
to, furnish DFS with a schedule of Accounts ("Schedule") which
will: (a) describe all Accounts created or acquired by Dealer
since the last Schedule furnished DFS; (b) inform DFS of any
rejection of goods by any obligor, delays in delivery of goods,
non-performance of contracts and of any assertion of any claim,
offset or counterclaim by any obligor; and (c) inform DFS of any
adverse information relating to the financial condition of any
obligor.
3.2 Available Credit. On receipt of each Schedule, DFS will credit
Dealer with such amount as DFS may deem advisable up to Ninety
Percent (90%) of the net amount of the eligible Government
Accounts listed in such Schedule and up to Eighty-Five Percent
(85%) of the net amount of the eligible Non-Government Accounts
listed in such Schedule; provided, however, that such amount so
credited shall not exceed Dealer's maximum Accounts Receivable
Facility from time to time established by DFS (the "Available
Credit"). If Dealer's outstanding loans under Dealer's Accounts
Receivable Facility exceed Dealer's Available Credit, Dealer will
immediately pay to DFS an amount not less than the difference
between (i) Dealer's outstanding loans under Dealer's Accounts
Receivable Facility, and (ii) Dealer's Available Credit. No loans
need be made by DFS if Dealer is in Default.
3
3.3 Ineligible Accounts. DFS will have the sole right to determine
eligibility of Accounts and, without limiting DFS' discretion in
that regard, the following Accounts will be deemed ineligible:
(a) Accounts created from the sale of goods and services on
non-standard terms and/or that allow for payment to be made more
than thirty (30) days from the date of sale; (b) Non-Government
Accounts unpaid more than ninety (90) days from date of invoice
and Government Accounts unpaid more than one-hundred twenty (120)
days from date of invoice; (c) all Accounts of any obligor with
fifty percent (50%) or more of the outstanding balance unpaid for
more than ninety (90) days from the date of invoice; (d) Accounts
for which the obligor is an officer, director, shareholder,
partner, member, owner, employee, agent, parent, subsidiary,
affiliate of, or is related to Dealer or has common shareholders,
officers, directors, owners, partners or members; (e) consignment
sales; (f) Accounts for which the payment is or may be
conditional; (g) Accounts for which the obligor is not a
commercial or institutional entity or is not a resident of the
United States or Canada; (h) Accounts with respect to which any
warranty or representation provided in Subsection 3.4 is not true
and correct; (i) Accounts which Dealer knows represent goods or
services purchased for a personal, family or household purpose;
(j) Accounts which represent goods used for demonstration
purposes or loaned by the Dealer to another party; (k) Accounts
which are progress payment, barter, or contra accounts; and (l)
any and all other Accounts which DFS reasonably deems to be
ineligible. If DFS determines that any Account is or becomes an
ineligible Account and such ineligible Account exceeds the
Available Credit (as such term is defined in the Paydown Addendum
dated the date hereof), immediately upon notice thereof from DFS,
Dealer will pay to DFS an amount equal to the monies loaned by
DFS for such ineligible Account.
3.4 Warranties and Representations. For each Account which Dealer
lists on any Schedule, Dealer warrants and represents to DFS that
at all times: (a) such Account is genuine; (b) such Account is
not evidenced by a judgment or promissory note or similar
instrument or agreement; (c) it represents an undisputed bona
fide transaction completed in accordance with the terms of the
invoices and purchase orders relating thereto; (d) the goods sold
or services rendered which resulted in the creation of such
Account have been delivered or rendered to and accepted by the
obligor; (e) the amounts shown on the Schedules, Dealer's books
and records and all invoices and statements delivered to DFS with
respect thereto are owing to Dealer and are not contingent; (f)
no payments have been or will be made thereon except payments
turned over to DFS; (g) there are no offsets, counterclaims or
disputes existing or asserted with respect thereto and Dealer has
not made any agreement with any obligor for any deduction or
discount of the sum payable thereunder except regular discounts
allowed by Dealer in the ordinary course of its business for
prompt payment; (h) there are no facts or events which in any way
impair the validity or enforceability thereof or reduce the
amount payable thereunder from the amount shown on the Schedules,
Dealer's books and records and the invoices and statements
delivered to DFS with respect thereto; (i) all persons acting on
behalf of obligors thereon have the authority to bind the
obligor; (j) the goods sold or transferred giving rise thereto
are not subject to any lien, claim, encumbrance or security
interest which is superior to that of DFS; and (k) there are no
proceedings or actions known to Dealer which are threatened or
pending against any obligor thereon which might result in any
material adverse change in such obligor's financial condition.
3.5 Notes. Loans made pursuant to this Agreement need not be
evidenced by promissory notes unless otherwise required by DFS in
DFS' sole discretion.
4
3.6 Certain Charges. Dealer will: (a) reimburse DFS for all charges
made by banks, including charges for collection of checks and
other items of payment, and (b) pay DFS' fees for transfers of
funds to or from the Dealer. DFS may, from time to time, announce
its fees for transfers of funds to or from the Dealer, including
the issuance of Electronic Transfers.
3.7 Collections. Unless otherwise directed by DFS, to expedite
collection of Accounts for the benefit of DFS, Dealer shall
notify all of its obligors to make payment of the Accounts to one
or more lock-boxes under the sole control of DFS. The lock-box,
and all accounts into which the proceeds of any such lock-box(es)
are deposited, shall be established at banks selected by the
Dealer and satisfactory to DFS in its sole discretion. Dealer
shall issue to any such banks an irrevocable letter of
instruction, in form and substance reasonably acceptable to DFS,
directing such banks to deposit all payments or other remittances
received in the lock-box to such account or accounts as DFS shall
direct, for application against the outstanding balance of the
Obligations. All funds deposited in the lock-box or any such
account immediately shall become the property of DFS, and any
disbursements of the proceeds in the lock-box or any such account
will only be made to DFS. Dealer shall obtain the agreement of
such banks to waive any offset rights against the funds so
deposited. DFS assumes no responsibility for such lock-box
arrangement, including, without limitation, any claim of accord
and satisfaction or release with respect to deposits which any
banks accept thereunder. All remittances which Dealer receives in
payment of any Accounts, and the proceeds of any of the other
Collateral, shall be: (i) kept separate and apart from Dealer's
own funds so that they are capable of identification as DFS'
property; (ii) held by Dealer as trustee of an express trust for
DFS' benefit; and (iii) shall be immediately deposited in such
accounts designated by DFS. All proceeds received or collected by
DFS with respect to Accounts, and reserves and other property of
Dealer in possession of DFS at any time or times hereafter, may
be held by DFS without interest to Dealer until all Obligations
are paid in full or applied by DFS on account of the Obligations.
DFS may release to Dealer such portions of such reserves and
proceeds as DFS may determine. Upon the occurrence and during the
continuance of a Default, DFS may notify the obligors that the
Accounts have been assigned to DFS, collect the Accounts directly
in its own name and charge the collection costs and expenses,
including attorneys' fees, to Dealer. DFS has no duty to protect,
insure, collect or realize upon the Accounts to preserve rights
in them.
3.8 Collection Days. All payments and all amounts received on any
Account will be credited by DFS to Dealer's account (subject to
final collection thereof) after allowing two (2) business days
for collection of checks or other instruments.
3.9 Power of Attorney. Dealer irrevocably appoints DFS (and any
person designated by it) as Dealer's true and lawful Attorney
with full power to at any time, in the discretion of DFS (whether
or not Default has occurred) to: (a) endorse the name of Dealer
upon any of the items of payment or proceeds and deposit the same
in the account of DFS for application to the Obligations; (b)
sign the name of Dealer to verify the accuracy of the Accounts;
(c) sign the name of Dealer on any document or instrument that
DFS shall deem necessary or appropriate to perfect and maintain
perfected the security interests in the Collateral under this
Agreement and the Other Agreements; and (d) initiate and settle
any insurance claim and endorse Dealer's name on any check,
instrument or other item of payment. In the event of a Default,
Dealer irrevocably appoints DFS (and any person designated by it)
as Dealer's true and lawful Attorney with full power to at any
time, in the discretion of DFS to: (i) demand payment, enforce
payment and otherwise exercise all of Dealer's rights, and
remedies with respect to the collection of any Accounts; (ii)
settle, adjust, compromise, extend or renew any Accounts; (iii)
settle, adjust or compromise any legal proceedings brought to
collect any Accounts; (iv) sell or assign any Accounts upon such
terms, for such amounts and at such time or times as DFS may deem
5
advisable; (v) discharge and release any Accounts; (vi) prepare,
file and sign Dealer's name on any Proof of Claim in Bankruptcy
or similar document against any obligor; (vii) endorse the name
of Dealer upon any chattel paper, document, instrument, invoice,
freight bill, bill of lading or similar document or agreement
relating to any Account or goods pertaining thereto; and (viii)
take control in any manner of any item of payments or proceeds
and for such purpose to notify the Postal Authorities to change
the address for delivery of mail addressed to Dealer to such
address as DFS may designate. The power of attorney is for value
and coupled with an interest and is irrevocable so long as any
Obligations remain outstanding and by DFS exercising such right,
DFS shall not waive any right against Dealer until the
Obligations are paid in full.
3.10 Continuing Requirements. Advances hereunder will be made by DFS,
at Dealer's direction, by paper check, electronic transfer by
Automated Clearing House ("ACH"), Fed Wire Funds Transfer ("Fed
Wire") or such other electronic means as DFS may announce from
time to time (ACH, Fed Wire and such other electronic transfer
are collectively referred to as "Electronic Transfers"). If
Dealer does not request advances be made in a specific method of
transfer, DFS may determine from time to time in its sole
discretion what method of transfer to use. Dealer will: (a) if
from time to time required by DFS, immediately upon their
creation, deliver to DFS copies of all invoices, delivery
evidences and other such documents relating to each Account; (b)
not permit or agree to anymaterial extension, compromise ,
settlement or change to any Account unless it has notified DFS of
its intention to do so; (c) affix appropriate endorsements or
assignments upon all such items of payment and proceeds so that
the same may be properly deposited by DFS to DFS' account; (d)
immediately notify DFS in writing which Accounts may be deemed
ineligible as defined in Subsection 3.3; (e) mark all chattel
paper and instruments now owned or hereafter acquired by it to
show that the same are subject to DFS' security interest and
immediately thereafter deliver such chattel paper and instruments
to DFS with appropriate endorsements and assignments to DFS; (f)
within ten (10) days after the end of each month, provide DFS
with a detailed aging of its Accounts for each month, (g) provide
the names and addresses of all obligors upon DFS' request.
3.11 Release. Dealer releases DFS from all claims and causes of action
which Dealer may now or hereafter have for any loss or damage to
it claimed to be caused by or arising from: (a) any failure of
DFS to protect, enforce or collect, in whole or in part, any
Account; (b) DFS' notification to any obligors thereon of DFS'
security interest in any of the Accounts; (c) DFS' directing any
obligor to pay any sum owing to Dealer directly to DFS; and (d)
any other act or omission to act on the part of DFS, its
officers, agents or employees, except for willful misconduct or
gross negligence. DFS will have no obligation to preserve rights
to Accounts against prior parties. Dealer waives all rights of
offset and counterclaims Dealer may have against DFS.
3.12 Review. Dealer grants DFS an irrevocable license to enter
Dealer's business locations during normal business hours with
forty-eight (48) hours prior notice to Dealer (unless Dealer is
in Default in which case no prior notice shall be required) to:
(a) account for and inspect all Collateral; (b) verify Dealer's
compliance with this Agreement; and (c) review, examine, and make
copies of Dealer's books, records, files and business procedures
and practices. Dealer further agrees to pay DFS a review fee of
ONE THOUSAND DOLLARS ($1,000) per quarter for any such review,
inspection or examination made by DFS. DFS may, without notice to
Dealer and at any time or times hereafter, verify the validity,
amount or any other matter relating to any Account by mail,
telephone, or other means, in the name of Dealer or DFS.
6
4. SECURITY - COLLATERAL
4.1 Grant of Security Interest. To secure payment of all of Dealer's
current and future Obligations and to secure Dealer's performance
of all of the provisions under this Agreement and the Other
Agreements, Dealer grants DFS a security interest in all of
Dealer's inventory, equipment, fixtures, accounts, contract
rights, chattel paper, security agreements, instruments, deposit
accounts, reserves, documents, and general intangibles; and all
judgments, claims, insurance policies, and payments owed or made
to Dealer thereon; all whether now owned or hereafter acquired,
all attachments, accessories, accessions, returns, repossessions,
exchanges, substitutions and replacements thereto, and all
proceeds thereof. All such assets are collectively referred to
herein as the "Collateral." All of such terms for which meanings
are provided in the Uniform Commercial Code of the applicable
state are used herein with such meanings. Dealer covenants with
DFS that DFS may realize upon all or part of any Collateral in
any order it desires and any realization by any means upon any
Collateral will not bar realization upon any other collateral.
Dealer's liability under this Agreement is direct and
unconditional and will not be affected by the release or
nonperfection of any security interest granted hereunder. All
Collateral financed by DFS, and all proceeds thereof, will be
held in trust by Dealer for DFS, with such proceeds being payable
in accordance with this Agreement.
5. WARRANTIES AND REPRESENTATIONS
5.1 Affirmative Warranties and Representations. Except as otherwise
specifically provided in the Other Agreements, Dealer warrants
and represents to DFS that: (a) Dealer has good title to all
Collateral; (b) DFS' security interest in the Accounts will at
all times constitute a perfected, first security interest in such
Accounts and will not become subordinate to the security
interest, lien, encumbrance or claim of any Entity; (c) Dealer
will execute all documents DFS reasonably requests to perfect and
maintain DFS' security interest in the Collateral and to fully
consummate the transactions contemplated under this Agreement and
the Other Agreements; (d) Dealer will at all times be duly
organized, existing, in good standing, qualified and licensed to
do business in each state, county, or parish, in which the nature
of its business or property so requires; (e) Dealer has the right
and is duly authorized to enter into this Agreement; (f) Dealer's
execution of this Agreement does not constitute a breach of any
agreement to which Dealer is now or hereafter becomes bound; (g)
there are and will be no actions or proceedings pending or
threatened against Dealer which might result in any material
adverse change in Dealer's financial or business condition or
which might in any way adversely affect any of Dealer's assets;
(h) Dealer will maintain the Collateral in good condition and
repair; (i) Dealer has duly filed and will duly file all tax
returns required by law; (j) Dealer has paid and will pay when
due all taxes, levies, assessments and governmental charges of
any nature; (k) Dealer will maintain a system of accounting in
accordance with generally accepted accounting principles and
account records which contain such information in a format as may
be requested by DFS; (l) Dealer will keep and maintain all of its
books and records pertaining to the Accounts either at its
principal place of business designated in this Agreement or at a
designated storage facility of which DFS has been notified in
writing; (m) Dealer will promptly supply DFS with such
information concerning it or any Guarantor as DFS hereafter may
reasonably request; (n) Dealer will give DFS thirty (30) days
prior written notice of any change in Dealer's identity, name,
form of business organization, ownership, management, principal
place of business, Collateral locations or other business
locations; and before moving any books and records to any other
location; (o) Dealer will observe and perform all matters
required by any lease, license, concession or franchise forming
part of the Collateral in order to maintain all the rights of DFS
thereunder; (p) Dealer will advise DFS of the commencement of
material legal proceedings against Dealer or any Guarantor; (q)
Dealer will comply with all applicable laws and will conduct its
business in a manner which preserves and protects the Collateral
and the earnings and incomes thereof; and (r) Dealer will keep
the Collateral insured for its full insurable value under an "all
risk" property insurance policy with a company acceptable to DFS,
naming DFS as a lender loss-payee and containing standard
lender's loss payable and termination provisions. Dealer will
provide DFS with written evidence of such property insurance
coverage and lender's loss-payee endorsement.
7
5.2 Negative Covenants. Dealer will not at any time (without DFS'
prior written consent: (a) grant to or in favor of any Entity a
security interest in or permit to exist a lien, claim or
encumbrance in the Accounts which is superior to the interest of
DFS; (b) other than in the ordinary course of its business and if
material in nature, sell, lease or otherwise dispose of or
transfer any of its assets; (c) merge or consolidate with another
Entity unless Dealer is the surviving entity of such merger or
consolidation and, after giving effect to such merger or
consolidation, Dealer is in full compliance with all of the
covenants contained in this Agreement and the Other Agreements;
(d) acquire the assets or ownership interest of any other Entity
provided that after giving effect to such acquisition, Dealer is
in full compliance with all of the covenants contained in this
Agreement and the Other Agreements; (e) enter into any material
transaction not in the ordinary course of business; (f) guarantee
or indemnify or otherwise become in any way liable with respect
to the obligations of any Entity, except by endorsement of
instruments or items of payment for deposit to the general
account of Dealer or which are transmitted or turned over to DFS
on account of the Obligations; (g) redeem, retire, purchase or
otherwise acquire, directly or indirectly, any of Dealer's
capital stock; (h) make any change in Dealer's capital structure
or in any of its business objectives or operations which might in
any way adversely affect the ability of Dealer to repay the
Obligations; (i) make any distribution of Dealer's assets not in
the ordinary course of business; (j) incur any debts outside of
the ordinary course of business except renewals or extensions of
existing debts and interest thereon; and (k) except for
inter-company payments made in the ordinary course of business,
make any loans, advances, contributions or payments of money or
in goods to any affiliated entity or to any officer, director,
stockholder, member or partner of Dealer or of any such entity
(except for compensation for personal services actually
rendered).
5.3 Financial Statements. Dealer will deliver to DFS: (a) within
ninety (90) days after the end of each of Dealer's fiscal years,
a reasonably detailed balance sheet as of the last day of such
fiscal year and a reasonably detailed income statement covering
Dealer's operations for such fiscal year, in a form satisfactory
to DFS; (b) within forty-five (45) days after the end of each of
Dealer's fiscal quarters, a reasonably detailed balance sheet as
of the last day of such quarter and an income statement covering
Dealer's operations for such quarter in a form satisfactory to
DFS; (c) within ten (10) business days after request therefor by
DFS, any other report requested by DFS relating to the Collateral
or the financial condition of Dealer. Dealer warrants and
represents to DFS that all financial statements and information
relating to Dealer or any Guarantor which have been or may
hereafter be delivered by Dealer or any Guarantor to DFS are true
and correct and have been and will be prepared in accordance with
generally accepted accounting principles consistently applied
and, with respect to such previously delivered statements or
information, there has been no material adverse change in the
financial or business condition of Dealer or any Guarantor since
the submission to DFS, either as of the date of delivery, or, if
different, the date specified therein, and Dealer acknowledges
DFS' reliance thereon.
8
6. DEFAULT
6.1 Definition. Dealer will be in default under this Agreement if:
(a) Dealer breaches any terms, warranties or representations
contained herein or in any Other Agreements (other than as set
forth in clause (d) or (e) below) and such breach is not cured
within ten (10) days of Dealer's receipt of notice thereof; (b)
any Guarantor of Dealer's debts to DFS breaches any terms,
warranties or representations contained in any guaranty or Other
Agreements and such breach is not cured within the applicable
cure period set forth therein; (c) any representation, statement,
report, or certificate made or delivered by Dealer or any
Guarantor to DFS is not accurate when made and such inaccuracy is
not cured within ten (10) days of Dealer's or guarantor's receipt
of notice thereof; (d) Dealer fails to pay any of the Obligations
when due and payable and such failure is not cured within two (2)
days of receipt of notice thereof; (e) Dealer abandons any
Collateral and such abandonment is not cured within two (2) days
of Dealer's receipt of notice thereof; (f) Dealer or any
Guarantor is or becomes in default in the payment of any debt
owed to any third party in an amount over five hundred thousand
dollars (US$500,000) and such default is not cured within two (2)
days of Dealer's or guarantor's receipt of notice thereof; (g) a
money judgment issues against Dealer or any guarantor in an
amount over $500,000 ; (h) an attachment, sale or seizure issues
or is executed against any assets of Dealer or of any Guarantor
having a value of over $500,000; (i) the undersigned dies while
Dealer's business is operated as a sole proprietorship, any
general partner dies while Dealer's business is operated as a
general or limited partnership, or any member dies while Dealer's
business is operated as a limited liability company, as
applicable; (j) any Guarantor dies; (k) Dealer or any Guarantor
shall cease existence as a corporation, partnership, limited
liability company or trust, as applicable; (l) Dealer or any
Guarantor ceases or suspends business; (m) Dealer, any Guarantor
or any member while Dealer's business is operated as a limited
liability company, as applicable, makes a general assignment for
the benefit of creditors; (n) Dealer, any Guarantor or any member
while Dealer's business is operated as a limited liability
company, as applicable, becomes insolvent or voluntarily or
involuntarily becomes subject to the Federal Bankruptcy Code, any
state insolvency law or any similar law; (o) any receiver is
appointed for any assets of Dealer, any Guarantor or any member
while Dealer's business is operated as a limited liability
company, as applicable; (p) any guaranty of Dealer's debt to DFS
is terminated; (q) Dealer loses any franchise related to any
Collateral which DFS finances; (r) Dealer or any Guarantor
misrepresents Dealer's or such Guarantor's financial condition or
organizational structure; (s) there shall occur a material
adverse change in the financial or other condition or business
prospects of Dealer or any Guarantor; or (t) DFS is not secured
with respect to any of the Collateral or the payment of any part
of Dealer's Obligations. Notwithstanding anything to the contrary
in this Agreement, DFS will not be obligated to make any advances
hereunder or issue any approvals to Vendors during any cure
period set forth above.
9
6.2 Rights of DFS. In the event of a Default:
(a) DFS may at any time at DFS' election, without notice or
demand to Dealer, do any one or more of the following:
declare all or any of the Obligations immediately due
and payable, together with all costs and expenses of
DFS' collection activity, including, without
limitation, all reasonable attorneys' fees; exercise
any or all rights under applicable law (including,
without limitation, the right to possess, transfer and
dispose of the Collateral); and/or cease extending any
additional credit to Dealer (DFS' right to cease
extending credit shall not be construed to limit the
discretionary nature of this credit facility).
(b) Dealer will segregate and keep the Collateral in trust
for DFS, and in good order and repair, and will not
sell, rent, lease, consign, otherwise dispose of or use
any Collateral, nor further encumber any Collateral.
(c) Upon DFS' oral or written demand, Dealer will
immediately deliver the Collateral to DFS, in good
order and repair, at a place specified by DFS, together
with all related documents; or DFS may, in DFS' sole
discretion and without notice or demand to Dealer, take
immediate possession of the Collateral together with
all related documents.
(d) DFS may, without notice, apply a default finance charge
to Dealer's outstanding principal indebtedness equal to
the default rate specified in Dealer's financing
program with DFS, if any, or if there is none so
specified, at the lesser of 3% per annum above the rate
in effect immediately prior to the Default, or the
highest lawful contract rate of interest permitted
under applicable law.
(e) DFS may, without notice to Dealer and at any time or
times enforce payment and collect, by legal proceedings
or otherwise, Accounts in the name of Dealer or DFS;
and take control of any cash or non-cash items of
payment or proceeds of Accounts and of any rejected,
returned, repossessed or stopped in transit goods
relating to Accounts. DFS may at its sole election and
without demand enter, with or without process of law,
any premises where Collateral might be and, without
charge or liability to DFS therefor do one or more of
the following: (i) take possession of the Collateral
and use or store it in said premises or remove it to
such other place or places as DFS may deem convenient;
(ii) take possession of all or part of such premises
and the Collateral and place a custodian in the
exclusive control thereof until completion of
enforcement of DFS' security interest in the Collateral
or until DFS' removal of the Collateral and, (iii)
remain on such premises and use the same, together with
Dealer's materials, supplies, books and records, for
the purpose of performing all acts necessary and
incidental to the collection or liquidation of such
Collateral.
10
All of DFS' rights and remedies are cumulative. DFS'
failure to exercise any of DFS' rights or remedies
hereunder will not waive any of DFS' rights or remedies
as to any past, current or future Default.
6.3 Sale of Collateral. Dealer agrees that if DFS conducts a private
sale of any Collateral by requesting bids from 10 or more dealers
or distributors in that type of Collateral, any sale by DFS of
such Collateral in bulk or in parcels within 120 days of: (a)
DFS' taking possession and control of such Collateral; or (b)
when DFS is otherwise authorized to sell such Collateral;
whichever occurs last, to the bidder submitting the highest cash
bid therefor, is a commercially reasonable sale of such
Collateral under the Uniform Commercial Code. Dealer agrees that
the purchase of any Collateral by a vendor, as provided in any
agreement between DFS and the vendor, is a commercially
reasonable disposition and private sale of such Collateral under
the Uniform Commercial Code, and no request for bids shall be
required. Dealer further agrees that seven (7) or more days prior
written notice will be commercially reasonable notice of any
public or private sale (including any sale to a vendor). Dealer
irrevocably waives any requirement that DFS retain possession and
not dispose of any Collateral until after an arbitration hearing,
arbitration award, confirmation, trial or final judgment. If DFS
disposes of any such Collateral other than as herein
contemplated, the commercial reasonableness of such disposition
will be determined in accordance with the laws of the state
governing this Agreement.
7. MISCELLANEOUS
7.1 Termination. This Agreement will continue in full force and
effect and be non-cancellable by Dealer (except that it may be
terminated by DFS upon sixty (60) days written notice to Dealer
or in the exercise of its rights and remedies upon Default by
Dealer) for a period of two (2) years from the first day of the
first month following the date hereof and for successive one (1)
year periods thereafter, subject to termination as to future
transactions at the end of any such period on at least ninety
(90) days prior written notice by Dealer to DFS. If such notice
of termination is given by Dealer to DFS, such notice will be
ineffective unless Dealer pays to DFS all Obligations on or
before the termination date. Any termination of this Agreement by
Dealer or DFS will have the effect of accelerating the maturity
of all Obligations not then otherwise due.
7.1.1 Termination Privilege. Despite anything to the
contrary in Section 7.1 of this Agreement, this
Agreement may be terminated by Dealer at any time upon
ninety (90) days prior written notice and payment to
DFS of the following sum (in addition to payment of all
Obligations, whether or not by their terms then due)
which sum represents liquidated damages for the loss of
the bargain and not as a penalty, and the same is
hereby acknowledged by Dealer: (i) if Dealer's
termination occurs at any time from the date hereof up
to and including the date preceding the first
anniversary of the date hereof, the sum shall equal
Fifty-five Thousand Dollars ($55,000.00); and (ii) if
Dealer's termination occurs at any time from the first
anniversary of the date hereof up to and including the
date preceding the second anniversary of the the date
hereof, the sum shall equal Twenty-seven Thousand Five
Hundred Dollars ($27,500,000). This sum will also be
paid by Dealer if the Agreement is terminated by DFS on
account of Dealer's Default, but shall not be payable
if the Agreement is terminated by DFS absent a Default
by Dealer."
11
7.1.2 Termination due to DFS Sale. In the event that DFS is a
party to a merger, consolidation or sale of all or
substantially all of its assets ("Sale"), Dealer shall
have the right to notify DFS of its intention to
terminate this Agreement at any time during the first
ninety (90) days following such Sale. This Agreement
may continue, at Dealer's election, for up to ninety
(90) additional days after Dealer provides DFS with
notice. In the event that Dealer elects to terminate
this Agreement pursuant to this Section, the provisions
of Section 7.1.1 shall not apply.
7.1.3 Effect of Termination. Dealer will not be relieved from
any Obligations to DFS arising out of DFS' advances or
commitments made before the effective termination date
of this Agreement. DFS will retain all of its rights,
interests and remedies hereunder until Dealer has paid
all of Dealer's Obligations to DFS. All waivers set
forth within this Agreement will survive any
termination of this Agreement.
7.2 Collection. Checks and other instruments delivered to DFS on
account of the Obligations will constitute conditional payment
until such items are actually paid to DFS.
7.3 Demand, Etc. Dealer irrevocably waives notice of: presentment,
demand, protest, nonpayment, nonperformance and dishonor. Dealer
and DFS irrevocably waive all rights to claim any punitive and/or
exemplary damages. Dealer waives all notices of default and
non-payment at maturity of any or all of the Accounts.
7.4 Reimbursement. Dealer will assume and reimburse DFS upon demand
for all expenses incurred by DFS in connection with the
preparation of this Agreement and the Other Agreements (including
fees and costs of outside counsel) and all filing and recording
fees and taxes payable in connection with the filing or recording
of all documents under this Agreement and the Other Agreements;
provided, however, that such total reimbursement by Dealer
hereunder will not exceed the sum of ONE THOUSAND DOLLARS
($1,000.00).
7.5 Additional Obligations. DFS, without waiving or releasing any
Obligation or Default, may perform any Obligations that Dealer
fails or refuses to perform. All sums paid by DFS on account of
the foregoing and any expenses, including reasonable attorneys'
fees, will be a part of the Obligations, payable on demand and
secured by the Collateral.
12
7.6 NO ORAL AGREEMENTS. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT
INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBTS ARE NOT
ENFORCEABLE. TO PROTECT DEALER AND DFS FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ALL AGREEMENTS COVERING SUCH MATTERS ARE
CONTAINED IN THIS WRITING AND THE OTHER AGREEMENTS, WHICH IS THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE
PARTIES, EXCEPT AS SPECIFICALLY PROVIDED HEREIN OR AS THE PARTIES
MAY LATER AGREE IN WRITING TO MODIFY IT. THERE ARE NO UNWRITTEN
AGREEMENTS BETWEEN THE PARTIES. DFS may, from time to time,
announce in writing to Dealer its policies and procedures
regarding its administration of this facility, including, without
limitation, DFS' fees for the transfer of funds to or from
Dealer, including Electronic Transfers; any subsequent use by
Dealer of this facility following any such announcement shall
constitute Dealer's acceptance of such revised policies and
procedures. Time is of the essence regarding Dealer's performance
of its obligations to DFS notwithstanding any course of dealing
or custom on DFS' part to grant extensions of time. DFS will have
the right to refrain from or postpone enforcement of this
Agreement or any Other Agreements between DFS and Dealer without
prejudice and the failure to strictly enforce these agreements
will not be construed as having created a course of dealing
between DFS and Dealer contrary to the specific terms of the
agreements or as having modified, released or waived the same.
The express terms of this Agreement will not be modified by any
course of dealing, usage of trade, or custom of trade which may
deviate from the terms hereof.
7.7 Severability. If any provision of this Agreement or the Other
Agreements or the application thereof is held invalid or
unenforceable, the remainder of this Agreement and the Other
Agreements will not be impaired or affected and will remain
binding and enforceable.
7.8 Supplement. If Dealer and DFS have heretofore executed Other
Agreements in connection with all or any part of the Collateral,
this Agreement shall supplement each and every Other Agreement
previously executed by and between Dealer and DFS, and in that
event this Agreement shall neither be deemed a novation nor a
termination of any such previously executed Other Agreement nor
shall execution of this Agreement be deemed a satisfaction of any
obligation secured by such previously executed Other Agreement.
In the event of any conflict between the terms of this Agreement
and any previously executed Business Financing Agreement between
DFS and Dealer, the terms of this Agreement shall control.
13
7.9 Section Titles. The Section titles used in this Agreement are for
convenience only and do not define or limit the contents of any
Section.
7.10 Binding Effect. Dealer cannot assign its interest in this
Agreement or any Other Agreements without DFS' prior written
consent, although DFS may assign or participate DFS' interest, in
whole or in part, without Dealer's consent. This Agreement and
the Other Agreements will protect and bind DFS' and Dealer's
respective heirs, representatives, successors and assigns.
7.11 Notices. Except as otherwise stated herein, all notices,
arbitration claims, responses, requests and documents will be
sufficiently given or served if mailed or delivered: (a) to
Dealer at Dealer's principal place of business specified above;
and (b) to DFS at 655 Maryville Centre Drive, St. Louis, Missouri
63141-5832, Attention: General Counsel, or such other address as
the parties may hereafter specify in writing.
7.12 Receipt of Agreement. Dealer acknowledges that it has received a
true and complete copy of this Agreement. Dealer acknowledges
that it has read and understood this Agreement. Notwithstanding
anything herein to the contrary: (a) DFS may rely on any
facsimile copy, electronic data transmission or electronic data
storage of any Schedule, statement, financial statements or other
reports, and (b) such facsimile copy, electronic data
transmission or electronic data storage will be deemed an
original, and the best evidence thereof for all purposes,
including, without limitation, under this Agreement or any Other
Agreements, and for all evidentiary purposes before any
arbitrator, court or other adjudicatory authority.
7.13 Information. DFS may provide to any third party upon request any
public credit information on Dealer that DFS may from time to
time possess or any financial or other information on Dealer that
DFS may from time to time possess as required by law. DFS may
obtain from any third party any credit, financial or other
information regarding Dealer that such third party may from time
to time possess.
14
8. BINDING ARBITRATION
8.1 Arbitrable Claims. Except as otherwise specified below, all
actions, disputes, claims and controversies under common law,
statutory law or in equity of any type or nature whatsoever
(including, without limitation, all torts, whether regarding
negligence, breach of fiduciary duty, restraint of trade, fraud,
conversion, duress, interference, wrongful replevin, wrongful
sequestration, fraud in the inducement, usury or any other tort,
all contract actions, whether regarding express or implied terms,
such as implied covenants of good faith, fair dealing, and the
commercial reasonableness of any Collateral disposition, or any
other contract claim, all claims of deceptive trade practices or
lender liability, and all claims questioning the reasonableness
or lawfulness of any act), whether arising before or after the
date of this Agreement, and whether directly or indirectly
relating to: (a) this Agreement or any Other Agreements and/or
any amendments and addenda hereto or thereto, or the breach,
invalidity or termination hereof or thereof; (b) any previous or
subsequent agreement between DFS and Dealer; (c) any act
committed by DFS or by any parent company, subsidiary or
affiliated company of DFS (the "DFS Companies"), or by any
employee, agent, officer or director of an DFS Company whether or
not arising within the scope and course of employment or other
contractual representation of the DFS Companies provided that
such act arises under a relationship, transaction or dealing
between DFS and Dealer; and/or (d) any other relationship,
transaction or dealing between DFS and Dealer (collectively the
"Disputes"), will be subject to and resolved by binding
arbitration.
8.2 Administrative Body. All arbitration hereunder will be conducted
in accordance with the Commercial Arbitration Rules of The
American Arbitration Association ("AAA"). If the AAA is
dissolved, disbanded or becomes subject to any state or federal
bankruptcy or insolvency proceeding, the parties will remain
subject to binding arbitration which will be conducted by a
mutually agreeable arbitral forum. The parties agree that all
arbitrator(s) selected will be attorneys with at least five (5)
years secured transactions experience. The arbitrator(s) will
decide if any inconsistency exists between the rules of any
applicable arbitral forum and the arbitration provisions
contained herein. If such inconsistency exists, the arbitration
provisions contained herein will control and supersede such
rules. The site of all arbitration proceedings will be in the
Division of the Federal Judicial District in which AAA maintains
a regional office that is closest to Dealer.
8.3 Discovery. Discovery permitted in any arbitration proceeding
commenced hereunder is limited as follows. No later than thirty
(30) days after the filing of a claim for arbitration, the
parties will exchange detailed statements setting forth the facts
supporting the claim(s) and all defenses to be raised during the
15
arbitration, and a list of all exhibits and witnesses. No later
than twenty-one (21) days prior to the arbitration hearing, the
parties will exchange a final list of all exhibits and all
witnesses, including any designation of any expert witness(es)
together with a summary of their testimony; a copy of all
documents and a detailed description of any property to be
introduced at the hearing. Under no circumstances will the use of
interrogatories, requests for admission, requests for the
production of documents or the taking of depositions be
permitted. However, in the event of the designation of any expert
witness(es), the following will occur: (a) all information and
documents relied upon by the expert witness(es) will be delivered
to the opposing party, (b) the opposing party will be permitted
to depose the expert witness(es), (c) the opposing party will be
permitted to designate rebuttal expert witness(es), and (d) the
arbitration hearing will be continued to the earliest possible
date that enables the foregoing limited discovery to be
accomplished.
8.4 Exemplary or Punitive Damages. The Arbitrator(s) will not have
the authority to award exemplary or punitive damages.
8.5 Confidentiality of Awards. All arbitration proceedings, including
testimony or evidence at hearings, will be kept confidential,
although any award or order rendered by the arbitrator(s)
pursuant to the terms of this Agreement may be entered as a
judgment or order in any state or federal court and may be
confirmed within the federal judicial district which includes the
residence of the party against whom such award or order was
entered. This Agreement concerns transactions involving commerce
among the several states. The Federal Arbitration Act, Title 9
U.S.C. Sections 1 et seq., as amended ("FAA") will govern all
arbitration(s) and confirmation proceedings hereunder.
8.6 Prejudgment and Provisional Remedies. Nothing herein will be
construed to prevent DFS' or Dealer's use of bankruptcy,
receivership, injunction, repossession, replevin, claim and
delivery, sequestration, seizure, attachment, foreclosure, dation
and/or any other prejudgment or provisional action or remedy
relating to any Collateral for any current or future debt owed by
either party to the other. Any such action or remedy will not
waive DFS' or Dealer's right to compel arbitration of any
Dispute.
8.7 Attorneys' Fees. If either Dealer or DFS brings any other action
for judicial relief with respect to any Dispute (other than those
set forth in Section 8.6), the party bringing such action will be
liable for and immediately pay all of the other party's costs and
expenses (including attorneys' fees) incurred to stay or dismiss
such action and remove or refer such Dispute to arbitration. If
either Dealer or DFS brings or appeals an action to vacate or
modify an arbitration award and such party does not prevail, such
party will pay all costs and expenses, including attorneys' fees,
incurred by the other party in defending such action.
Additionally, if Dealer sues DFS or institutes any arbitration
claim or counterclaim against DFS in which DFS is the prevailing
party, Dealer will pay all costs and expenses (including
attorneys' fees) incurred by DFS in the course of defending such
action or proceeding.
16
8.8 Limitations. Any arbitration proceeding must be instituted: (a)
with respect to any Dispute for the collection of any debt owed
by either party to the other, within two (2) years after the date
the last payment was received by the instituting party; and (b)
with respect to any other Dispute, within two (2) years after the
date the incident giving rise thereto occurred, whether or not
any damage was sustained or capable of ascertainment or either
party knew of such incident. Failure to institute an arbitration
proceeding within such period will constitute an absolute bar and
waiver to the institution of any proceeding, whether arbitration
or a court proceeding, with respect to such Dispute.
8.9 Survival After Termination. The agreement to arbitrate will
survive the termination of this Agreement.
8.10 Negotiation. Notwithstanding the foregoing, Dealer and DFS shall
attempt in good faith to resolve any Disputes promptly by
negotiations between Dealer and DFS prior to the filing of an
arbitration claim.
9. INVALIDITY/UNENFORCEABILITY OF BINDING ARBITRATION. IF THIS AGREEMENT IS
FOUND TO BE NOT SUBJECT TO ARBITRATION, ANY LEGAL PROCEEDING WITH RESPECT
TO ANY DISPUTE WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A
JUDGE WITHOUT A JURY. DEALER AND DFS WAIVE ANY RIGHT TO A JURY TRIAL IN ANY
SUCH PROCEEDING.
10. Governing Law. Dealer acknowledges and agrees that this and all Other
Agreements between Dealer and DFS have been substantially negotiated, and
will be substantially performed, in the state of Missouri. Accordingly,
Dealer agrees that all Disputes will be governed by, and construed in
accordance with, the laws of such state, except to the extent inconsistent
with the provisions of the FAA which shall control and govern all
arbitration proceedings hereunder.
IN WITNESS WHEREOF, Dealer and DFS have executed this Agreement as of the
date first set forth hereinabove.
THIS CONTRACT CONTAINS BINDING ARBITRATION, JURY WAIVER AND PUNITIVE DAMAGE
WAIVER PROVISIONS.
DEUTSCHE FINANCIAL SERVICES ePlus Technology of PA, inc.
CORPORATION
By: By:
Print Name: Steven J. Mencarini, CFO
Title:
ATTEST:
Kleyton L. Parkhurst, Secretary
17
SECRETARY'S CERTIFICATE OF RESOLUTION
I certify that I am the Secretary or Assistant Secretary of the
corporation named below, and that the following completely and accurately sets
forth certain resolutions of the Board of Directors of the corporation adopted
at a special meeting thereof held on due notice (and with shareholder approval,
if required by law), at which meeting there was present a quorum authorized to
transact the business described below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.
Upon motion duly made and seconded, the following resolution was
unanimously adopted after full discussion:
"RESOLVED, That the several officers, directors, and agents of this
corporation, or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation ("DFS") in such amounts and on such terms as such officers,
directors or agents deem proper; to enter into financing, security, pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained and security and/or other credit support is to be furnished by this
corporation therefor; from time to time to supplement or amend any such
agreements; execute and deliver any and all assignments and schedules; and from
time to time to pledge, assign, mortgage, grant security interests, and
otherwise transfer, to DFS as collateral security for any obligations of this
corporation to DFS, whenever and however arising, any assets of this
corporation, whether now owned or hereafter acquired; the Board of Directors
hereby ratifying, approving and confirming all that any of said officers,
directors or agents have done or may do with respect to the foregoing."
I do further certify that the following are the names and specimen
signatures of the officers and agents of said corporation so empowered and
authorized, namely:
CFO: Steven L. Mencarini
(Signature)
President: Philip G. Norton
(Signature)
Vice-President: Bruce M. Bowen
(Signature)
Secretary: Kleyton L. Parkhurst
(Signature)
Treasurer: Kleyton L. Parkhurst
(Signature)
Agent:
(Print Name) (Signature)
IN WITNESS WHEREOF, I have executed and affixed the seal of the
corporation on the date stated below.
Dated: ___________, 2001.
Kleyton L. Parkhurst, Secretary
ePlus Technology of PA, inc.
(SEAL)
18