Form 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): October 3, 2006 (September 27, 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))

 
 
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Item 1.01 Entry into a Material Definitive Agreement
 
On September 27, 2006, ePlus inc. (“ePlus” or “the Company”) entered into a Fourth Amendment to Credit Agreement (“the Amendment”) to a Credit Agreement dated September 23, 2005 (“Credit Agreement”) with National City Bank, as Administrative Agent ("Agent"), and Branch Banking and Trust Company of Virginia (“BB&T”). The Amendment grants the Company a waiver until November 15, 2006 to deliver audited financial statements and projections for its fiscal year 2007. 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 September 30, 2006, as required under the terms of the Credit Agreement as previously amended.  In addition, Agent and BB&T have provided the Company with a waiver ("the Waiver") from the limitations on liens on the collateral covered by the Credit Agreement.  The Waiver is limited to liens necessary under the inventory financing agreements between ePlus Technology, inc., a subsidiary of ePlus inc., and GE Commercial Distribution Finance Corporation. 

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 and the Waiver is qualified in its entirety by reference to the Amendment and the Waiver, copies of which are attached hereto as Exhibits 10.1 and 10.2 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
             
Fourth Amendment to the Credit Agreement dated September 27, 2006 between ePlus inc. and National City Bank and Branch Banking and Trust Company of Virginia 
 
10.2     Waiver dated September 27, 2006 by 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: October 3, 2006 
Chief Financial Officer
 
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