Exhibit 10.17


 


SECOND
AMENDMENT TO DEED OF LEASE


 


THIS SECOND AMENDMENT TO DEED OF LEASE (this “Amendment”) is made and
entered into as of February 11, 2005, by and between AG/ARG AVION, L.L.C.,
a Delaware limited liability company (“Landlord”), and GTSI CORP., a Delaware
corporation (“Tenant.”)


 


WITNESSETH:


 


WHEREAS, Landlord (successor-in-interest to
Petula Associates, Ltd.) and Tenant are parties to that certain Deed of Lease
dated as of December 10, 1997, as amended by that certain First Amendment
to Deed of Lease dated as of April 30, 2003 (as amended, the “Lease”), for
certain land and improvements commonly known as 3901 Stonecroft Boulevard,
Chantilly, Virginia; and


 


WHEREAS, Landlord and Tenant desire to modify
the amount of the security deposit held under the Lease and make certain other
modifications to the Lease in connection therewith, upon the terms and
conditions and as more particularly set forth hereinbelow.


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth hereinbelow and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, Landlord and Tenant, intending legally to
be bound, hereby agree as follows:


 


1.                                       Security
Deposit


 


(a) 
Notwithstanding anything to the contrary contained in Section 3(E)
of the Lease, in addition to the purpose set forth in Section 3(E)(1) of
the Lease, Tenant agrees that the Security Deposit shall also serve as security
for Tenant’s faithful performance of Tenant’s obligations under that certain
Deed of Lease between Landlord and Tenant dated as of even date herewith for
certain premises in the building located at 14700 Avion Parkway, Chantilly,
Virginia, as amended from time to time (the “14700 Lease”), subject to the terms
and conditions set forth in Section 3(E) of the Lease (as amended hereby)
and Section 3(E) of the 14700 Lease.


 


(b) 
Notwithstanding anything to the contrary contained in Section 3(E)
of the Lease (i) during the period commencing on the date on which this
Amendment is fully executed and delivered and expiring on December 31,
2006, the term “Required Amount” shall mean an amount equal to One Hundred
Fifty Thousand Dollars ($150,000), (ii) from and after January 1, 2007,
the term “Required Amount” shall mean an amount equal to Two Hundred Thousand Dollars
($200,000), and (iii) except as


 


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expressly set
forth in clause (i) above, there shall be no further reductions in the Required
Amount.  The Security Deposit (as so
reduced and subsequently increased) shall continue to be in the form of one or
more letters of credit meeting the criteria set forth in Section 3(E) of
the Lease.


 


2.                                       Default-Remedies.
 Notwithstanding anything to the
contrary contained in Section 22(A) of the Lease, (a) the period at the
end of Section 22(A)(8) of the Lease is hereby deleted and replaced with
the phrase “; and/or” and (b) the following language is hereby added to the
Lease as a new clause (9) to Section 22(A):


 


(9)                                  An
“Event of Default” under the 14700 Lease (as defined in the Section Amendment
to Deed of Lease).


 


3.                                       Ratification.
Except as otherwise expressly modified by the terms of this Amendment, the
Lease shall remain unchanged and continue in full force and effect.  All terms, covenants and conditions of the
Lease not expressly modified herein are hereby confirmed and ratified and
remain in full force and effect, and, as further amended hereby, constitute
valid and binding obligations of Tenant enforceable according to the terms
thereof.


 


4.                                       Authority. Tenant
and each of the persons executing this Amendment on behalf of Tenant hereby covenants
and warrants that Tenant is a duly organized corporation, validly existing and
in good standing under the laws of the Commonwealth of Virginia, that Tenant
has full right and authority to enter into this Amendment, and that the person
signing on behalf of Tenant is authorized to do so on behalf of Tenant.


 


5.                                       Binding
Effect. All of the covenants contained in this Amendment, including, but
not limited to, all covenants of the Lease as modified hereby, shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, legal representatives and permitted successors and assigns.


 


6.                                       Effectiveness.
The submission of this Amendment shall not constitute an offer, and this
Amendment shall not be effective and binding unless and until fully executed
and delivered by each of the parties hereto.


 


7.                                       Counterparts.
This Amendment may be executed in multiple counterparts, each of which shall be
an original, but all of which shall constitute one and the same Amendment.


 


8.                                       Recitals.  The foregoing recitals are intended to be a
material part of this Amendment and are incorporated herein by this reference.


 


9.                                       Defined terms.  Unless otherwise provided herein, all terms
used in this Amendment that are defined in the Lease shall have the meanings
provided in the Lease.


 


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IN WITNESS WHEREOF, Landlord and Tenant have
executed this Amendment as of the date first above written.


 


	
  WITNESS:

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  AG/ARG AVION, L.L.C.,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Advance Realty Management, Inc.,

  
	
   

  	
   

  	
  a New Jersey corporation, its agent

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Nancy Teare

  	
   

  	
  By:

  	
  /s/ David Fisher

  	
   

  
	
   

  	
  Name:

  	
  David Fisher

  	
   

  
	
   

  	
  Title:

  	
  Senior VP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS/ATTEST:

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  GTSI CORP., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Charles E. DeLeon

  	
   

  	
  By:

  	
  /s/ Thomas A. Mutryn

  	
   

  
	
   

  	
  Name:

  	
  Thomas A. Mutryn

  	
   

  
	
   

  	
  Title:

  	
  Senior VP and CFO

  	
   

  
							



 


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