8-K

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):  August 3, 2006 (July 28, 2006)

ePlus inc.

(Exact name of registrant as specified in its charter)

Delaware	000-28926	54-1817218
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

13595 Dulles Technology Drive, Herndon, VA 20171-3413

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

Registrant's telephone number, including area code: (703) 984-8400

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))

Item 1.01 Entry into a Material Definitive Agreement

On July 28, 2006, ePlus inc. (“ePlus” or “the Company”) entered into a Second Amendment to Credit Agreement (“the Amendment”) to a Credit Agreement dated September 23, 2005 (“Credit Agreement”) with National City Bank, as Administrative Agent, and Branch Banking and Trust Company of Virginia (“BB&T”). The Amendment clarifies the definition of EBIT to exclude extraordinary items. The Amendment also grants the Company a waiver until August 31, 2006 to deliver audited financial statements and projections for its fiscal year 2007, as compared to 120 days in the Credit Agreement, as previously amended. In addition, the Amendment provided the Company with a limited waiver for its failure to provide its annual audited financial statements and fiscal year 2007 projections, prior to July 31, 2006, as required under the terms of the Credit Agreement prior to the Amendment.

In certain events of default, as set forth in the Credit Agreement and not revised in the Amendment, the lenders may terminate the Credit Agreement and accelerate the maturity of any amounts then owed under the Credit Agreement.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) The following exhibits are filed as part of this report:

Exhibit Number	Exhibit Description
10.1	Second Amendment to the Credit Agreement dated July 28, 2006 between ePlus inc. and National City Bank and Branch Banking and Trust Company of Virginia

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SIGNATURE

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.

	ePlus inc.
	By: /s/ Steven J. Mencarini
	Steven J. Mencarini
Date: August 3, 2006	Chief Financial Officer

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EX-10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (the “Second Amendment”) dated July 28, 2006, 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 (as the same may be modified and amended from time to time, including by this Second 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 deliver their annual audited financial statements prior to May 31, 2006, as required by Section 5.1(a) of the Credit Agreement, which event was waived through July 28, 2006, pursuant to the First Amendment, and did not deliver their “Projections” for 2007 prior to June 30, 2006, as required by Section 5.1(d) of the Credit Agreement (the “Delivery Event”), and have advised the Banks that they will be unable to deliver their 2006 annual financial statements in the timeframe set forth in the First Amendment.

C.The Borrowers have requested an extension of the delivery date requirements for their 2006 annual financial statements and Projections for 2007, as described above, 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:

“Second Amendment” means the Second Amendment to this Agreement dated July 28, 2006.

(c)Amended Definition. The following definition in Article 1 of the Credit Agreement shall be amended and restated to read in its entirety as follows:

“EBIT” means the sum, for the Parent and its Subsidiaries on a consolidated basis, of (a) Net Income, plus (b) amounts deducted for interest and taxes, minus (c) income from extraordinary items, plus (d) losses from extraordinary items.

“EBITDA” means the sum of (i) EBIT, plus (ii) for the Parent and its Subsidiaries on a consolidated basis, of amounts deducted from Net Income for depreciation and amortization.

2.Representations and Warranties. Each Borrower hereby represents and warrants to the Administrative Agent and each Bank that, except as to the 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 Second Amendment and any other documents which the Banks require such Borrower to deliver hereunder (this Second Amendment and any such additional documents delivered in connection with the Second 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 Second Amendment have been adopted and taken and, upon their execution, the Credit Agreement, as amended by this Second 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 Second 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. 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 Second Amendment shall be effective upon the Administrative Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Banks:

(a)Second Amendment. this Second 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 Second Amendment, if any; and

(c)Other Documents and Actions. such additional agreements, instruments, documents, writings and actions as the Banks may reasonably request.

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4.Limited Waiver and Consent; Ratification. Subject to the terms and conditions of this Second Amendment, the Banks and Administrative Agent hereby waive the Delivery Event (provided that the delivery of the required Projections for 2007 pursuant to Section 5.1(d) of the Credit Agreement as amended hereby, occurs not later than August 31, 2006) and consent to the extension of the delivery date for the 2006 audited financial statements, pursuant to Section 5.1(a), to a date not later than August 31, 2006. Except as stated in the preceding sentence, the execution, delivery and performance of this Second 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 Second 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 Delivery Event, no Default or Event of Default exists immediately before or immediately after giving effect to this Second Amendment. Nothing in this Second 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 Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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

9.Counterparts. This Second 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.

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IN WITNESS WHEREOF, the parties hereto have caused this Second 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

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       NATIONAL CITY BANK

By: /s/ Michael J. Labrum

Name:  Michael J. Labrum

Title: Senior Vice President

BRANCH BANKING AND TRUST COMPANY OF

VIRGINIA

By: /s/ Ron Gudbrandsen

Name: Ron Gudbrandsen

Title: Vice President

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