Exhibit 10.24


 


SEVENTH
AMENDMENT TO


CREDIT
FACILITIES AGREEMENT


 


This SEVENTH AMENDMENT TO CREDIT FACILITIES
AGREEMENT (this “Agreement”) is entered into and effective as of November 15,
2005, by and among GTSI Corp., a Delaware corporation (“GTSI”), Technology
Logistics, Inc., a Delaware corporation (“TLI”; separately and
collectively with GTSI, “Borrower”), GE Commercial Distribution Finance
Corporation (“GECDF”), as Administrative Agent, and GECDF and the other
Lenders.


 


Recitals:


 


A.                                    GTSI, Administrative Agent and Lenders are
party to that certain Credit Facilities Agreement dated as of October 20,
2003, as amended by that certain First Amendment to Credit Facilities Agreement
dated as of March 12, 2004, as further amended by that certain Second
Amendment to Credit Facilities Agreement dated as of July 29, 2004, as
further amended by that certain Third Amendment to Credit Facilities Agreement
dated as of November 22, 2004, as further amended by that certain Fourth
Amendment to Credit Facilities Agreement dated as of April 28, 2005, as
further amended by that certain Fifth Amendment to Credit Facilities Agreement
dated as of August 8, 2005, and as further amended by that certain Sixth
Amendment to Credit Facilities Agreement dated as of August 15, 2005 (the “Original
Credit Agreement”).


 


B.                                    Administrative Agent, Lenders and Borrowers
have agreed to the provisions set forth herein on the terms and conditions
contained herein


 


Agreement


 


Therefore, in consideration
of the mutual agreements herein and other sufficient consideration, the receipt
of which is hereby acknowledged, GTSI, TLI, Administrative Agent and the
Lenders hereby agree as follows:


 


1.              Definitions. All references to the “Agreement” or the “Credit
Agreement” in the Original Credit Agreement and in this Agreement shall be
deemed to be references to the Original Credit Agreement as it may be
amended (by this Agreement and others), restated, extended, renewed, replaced,
or otherwise modified from time to time. Capitalized terms used and not
otherwise defined herein have the meanings given them in the Original Credit
Agreement.


 


2.              Effectiveness of
Agreement. This Agreement shall
become effective as of the date first written above, but only if this Agreement
has been executed by each of GTSI, TLI, Administrative Agent and the Lenders,
and only if all of the documents listed on Exhibit A to this Agreement
have been delivered and, as applicable, executed, sealed, attested,
acknowledged, certified, or authenticated, each in form and substance
satisfactory to Administrative Agent and the Lenders, by each of GTSI, TLI,
and/or GTSI Financial Services, Inc. (“GTSIFS”), as applicable. Each
document, note, certificate or agreement listed on Exhibit A and signed by
GTSI, TLI, or GTSIFS, as applicable, is and shall be deemed (together with all
prior documents, notes, certificates and other agreements defined as Loan
Documents in the Original Credit Agreement) to be a “Loan Document.”


 


3.              Amendment to Credit
Agreement. The Original Credit
Agreement is hereby amended as follows:


 

















 


6.1.2.3.        Maturity.                                             Borrower shall repay the entire amount of the
Aggregate Revolving Loan on May 31, 2006 (“Initial Maturity Date”), unless
the Aggregate Revolving Loan Facility continues after the Initial Maturity Date
as provided below in this Section 6.1.2.3. Borrower shall repay the amount
of the Swingline Loans on demand. The Aggregate Revolving Loan Facility will
continue from year to year on each anniversary of the Initial Maturity Date
unless Borrower or the Required Lenders give each party hereto written notice
of termination of not less than 90 days prior to the start of a renewal period.
Each of the Aggregate Floorplan Loan Facility, the Interim Floorplan Loan
Facility and the Swingline Facility are discretionary and may be terminated
at any time as set forth herein, with or without notice or demand as set forth
herein; provided, however, if Borrower shall give notice of termination of the
Aggregate Revolving Loan Facility, then such notice shall be deemed to be
notice of termination for all Facilities in which case Borrower shall pay the
entire amount of the outstanding Loan Obligations upon the effective date of
such notice of termination, including payment of cash collateral satisfactory
to Administrative Agent as security for Borrower’s obligation to reimburse
Administrative Agent or the Letter of Credit Issuer, as the case may be,
for 105% of all draws and expenses under all outstanding Letters of Credit and
100% of any unfunded Approvals, in which case such Approvals shall be otherwise
paid in accordance with the applicable Statements of Transaction.


 


4.              Representations and
Warranties of Borrower. Each
Borrower hereby represents and warrants to Administrative Agent and the Lenders
that (i) Borrowers’ execution of this Agreement has been duly authorized
by all requisite actions of each Borrower; (ii) no consents are necessary
from any third parties for Borrowers’ execution, delivery or performance of
this Agreement, (iii) this Agreement, the Original Credit Agreement, and
each of the other Loan Documents, constitute the legal, valid and binding
obligations of each Borrower enforceable against each such Borrower in
accordance with their terms, except to the extent that the enforceability
thereof against Borrowers may be limited by bankruptcy, insolvency or
other laws affecting the enforceability of creditors rights generally or by
equity principles of general application, (iv) except as disclosed on the
supplemental disclosure schedule attached hereto as Exhibit B and the
disclosure schedule attached to the Original Credit Agreement, all of the
representations and warranties contained in Section 11 of the Credit
Agreement are true and correct with the same force and effect as if made on and
as of the date of this Agreement, and (v) after giving effect to this
Agreement, there is no Default or no Event of Default Exists.


 


5.              Reaffirmation. Each Borrower hereby represents, warrants,
acknowledges and confirms that (i) the Original Credit Agreement and the
other Loan Documents remain in full force and effect as amended by this
Agreement, (ii) no Borrower has a defense to its obligations under the
Original Credit Agreement and the other Loan Documents, (iii) the Security
Interests of the Administrative Agent (held for the ratable benefit of the
Lenders) under the Security Documents secure all the Loan Obligations under the
Original Credit Agreement, continue in full force and effect, and have the same
priority as before this Agreement, and (iv) no Borrower has a claim
against Administrative Agent or any Lender arising from or in connection with
the Original Credit Agreement or the other Loan Documents and any such claim is
hereby irrevocably waived and released and discharged forever.


 


6.              Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Missouri without giving effect to choice or
conflicts of law principles thereunder.


 


7.              Fees and Expenses. Borrowers shall promptly pay to
Administrative Agent an amount equal to all reasonable and documented third party
fees, costs and expenses incurred by the Administrative Agent in connection
with the preparation, negotiation, execution and delivery of this Seventh
Amendment to Credit Facilities Agreement.


 


2

















 


8.              Section Titles.
The section titles
in this Agreement are for convenience of reference only and shall not be
construed so as to modify any provisions of this Agreement.


 


9.              Counterparts;
Facsimile Transmissions. This
Agreement may be executed in one or more counterparts and on separate
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Signatures to this
Agreement may be given by facsimile or other electronic transmission, and
such signatures shall be fully binding on the party sending the same.


 


10.       Incorporation By Reference.
Administrative Agent, Lenders and
Borrowers hereby agree that all of the terms of the Loan Documents are
incorporated in and made a part of this Agreement by this reference
(except to the extent amended hereby).


 


11.       Notice—Oral Commitments Not
Enforceable. The following notice
is given pursuant to Section 432.057 of the Missouri Revised Statutes;
nothing contained in such notice shall be deemed to limit or modify the terms
of the Loan Documents:


 


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 DEBT
ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT
IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND
US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
AGREE IN WRITING TO MODIFY IT.


 


12.       Statutory Notice-Insurance.
The following notice is given
pursuant to Section 427.120 of the Missouri Revised Statutes; nothing
contained in such notice shall be deemed to limit or modify the terms of the
Loan Documents:


 


UNLESS YOU
PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT WITH US,
WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN YOUR
COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS. THE
COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM
THAT IS MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL. YOU MAY LATER
CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING EVIDENCE THAT
YOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR AGREEMENT. IF WE PURCHASE
INSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE FOR THE COSTS OF THAT
INSURANCE, INCLUDING THE INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE
IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF
THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE
ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE
INSURANCE MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO
OBTAIN ON YOUR OWN.


 


[Signature Pages Follow]


 


3

















 


IN
WITNESS WHEREOF, this Agreement has been duly executed as of the date first
above written.


 


 


	
  GTSI CORP.,
  as a Borrower

  
	
   

  
	
  By:

  	
  /s/
  THOMAS A. MUTRYN

  	
   

  
	
  Name: Thomas A. Mutryn

  
	
  Title: Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  TECHNOLOGY
  LOGISTICS, INC., as a Borrower

  
	
   

  
	
  By:

  	
  /s/
  TODD LETO

  	
   

  
	
  Name: Todd Leto

  
	
  Title: Vice President of
  Operations

  
	
   

  
	
   

  
	
  GE
  COMMERCIAL DISTRIBUTION FINANCE CORPORATION,

  
	
  as
  Administrative Agent and a Lender

  
	
   

  
	
  By:

  	
  /s/
  DAVID MINTERT

  	
   

  
	
  Name: David Mintert

  
	
  Title: Vice President of
  Operations

  
	
   

  
	
   

  
	
  SUNTRUST
  BANK, as a Lender

  
	
   

  
	
  By:

  	
  /s/
  R. MARK SWAAK

  	
   

  
	
  Name: R. Mark Swaak

  
	
  Title: Vice President

  
	
   

  
	
   

  
	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION, as a Lender

  
	
   

  
	
  By:

  	
  /s/
  JOHN CARPENTER

  	
   

  
	
  Name: John Carpenter

  
	
  Title: Director

  
	
   

  
	
   

  
	
  MANUFACTURERS
  AND TRADERS TRUST COMPANY, as a Lender

  
	
   

  
	
  By:

  	
  /s/
  LOUIS J. NOPPENBERGER

  	
   

  
	
  Name: Louis J. Noppenberger

  
	
  Title: Vice President

  



 


4

















 


ACKNOWLEDGEMENT,
CONSENT AND REAFFIRMATION OF GUARANTY


 


The undersigned, GTSI
Financial Services, Inc., acknowledges and consents to all changes in the
Original Credit Agreement set forth in this Seventh Amendment to Credit
Facilities Agreement, by and among Administrative Agent, Borrower and the
Lenders (“Seventh Amendment”) and agrees that all such changes are in the best
interests of Borrowers and the undersigned. In consideration of financial
accommodations granted and which may hereafter be granted to Borrowers by
Administrative Agent and the Lenders, in consideration of Administrative Agent’s
and the Lenders’ reliance on that certain Unlimited Guaranty, dated as of November 22,
2004, given by the undersigned, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the undersigned,
GTSI Financial Services, Inc., irrevocably and unconditionally reaffirms
pursuant to the terms of the Unlimited Guaranty its continuing guarantee of the
payment and performance of all current and future Guarantied Obligations,
including, without limitation, all Loan Obligations. The undersigned, GTSI
Financial Services, Inc., further agrees that the validity and
enforceability of the Unlimited Guaranty is not and shall not be affected in
any way or manner by any of the changes in the financing set forth in the
Seventh Amendment, that the Unlimited Guaranty is in full force and effect, and
the undersigned, GTSI Financial Services, Inc., has no defenses of any
kind or nature with respect to his obligations under the Unlimited Guaranty.


 


The undersigned, GTSI Financial Services, Inc.,
has reviewed the attached Seventh Amendment and all other documents and
financial statements the undersigned deems necessary relating to the Borrowers
and the Guarantied Obligations, including, without limitation, the Loan
Obligations.


 


	
   

  	
  GTSI
  Financial Services, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     s/ JACK
  HELMLY

  	
   

  
	
   

  	
  Name:

  	
  Jack Helmly

  
	
   

  	
  Title:

  	
  President

  
					



 


 


Exhibit A


 


Documents
and Requirements


 


1.               Seventh Amendment to Credit
Facilities Agreement.


 


2.               Ratification of Unlimited
Guaranty of Loan Obligations executed by GTSI Financial Services, Inc.


 


Exhibit B


 


Disclosure Schedule 


 


None, unless listed below.


 


5