Exhibit 10.14


 


THIRD AMENDMENT TO


CREDIT FACILITIES AGREEMENT


 


This THIRD AMENDMENT TO CREDIT FACILITIES AGREEMENT (this “Agreement”)
is entered into and effective as of November 22, 2004, by and among GTSI Corp,
a Delaware corporation (“GTSI”), Technology Logistics, Inc., a Delaware
corporation (“TLI”), separately and collectively as “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 (the “Original Credit
Agreement”).


 


B.            The
Original Credit Agreement contemplates that new Subsidiaries of GTSI may be
created by GTSI from time to time with the consent of the Administrative Agent
in accordance with the terms of the Original Credit Agreement.


 


C.            GTSI desires to form a new subsidiary, GTSI
Financial Services, Inc., a Delaware corporation (“GTSIFS”).  The Administrative Agent and the Lenders
hereby consent thereto, pursuant to the terms, conditions and provisions
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 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.     Consent
to Creation New Subsidiary – GTSI Financial Services, Inc. Pursuant to
Section 14.20.1 of the Original Credit Agreement, Administrative Agent hereby
consents to GTSI creating GTSIFS as a wholly-owned subsidiary of GTSI for the
purpose of financing lease transactions, provided, however, that


 





















 


all documents and requirements
listed on Exhibit A are provided to the Administrative Agent.  For all purposes under this Agreement,
the Original Credit Agreement, and the Loan Documents, and hereafter, all
references to “Covered Person” or “Covered Persons” shall, among others, be
deemed to include each of GTSI, TLI, and GTSIFS.


 


4.     Amendments
to Credit Agreement. The Original
Credit Agreement is hereby amended as follows:


 


4.1.         Replacement
Exhibit 3. Exhibit 3 of the
Original Credit Agreement is hereby deleted and replaced with a new Exhibit 3,
attached hereto.


 


4.2.         Floorplan Loan. The first sentence of Section 3.2.1 of the
Original Credit Agreement is deleted and replaced with the following:


 


“3.2.1.     Floorplan Loan Facility
Generally.   Each
Lender may, subject to the terms and conditions hereof, make available to
Borrower such Lender’s pro-rata share (as listed on Exhibit 3) of an “Aggregate
Floorplan Loan Facility” that is One Hundred Twenty-Five Million Dollars
($125,000,000) by funding such Lender’s pro-rata share thereof as provided for
herein.”


 


4.3. Addition of USA PATRIOT Act Notice and OFAC/BSA Provision.  Section 20 of the Original Credit
Agreement is hereby amended by adding the following new sections thereto:


 


“20.16.  Customer Identification -
USA PATRIOT Act Notice.  Administrative Agent hereby
notifies each Borrower that, pursuant to the requirements of the USA PATRIOT
Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (as amended
from time to time (including any successor statute) and together with all rules
promulgated thereunder, collectively, the “Act”), Lenders are required to
obtain, verify and record information that identifies the Borrowers and
Guarantors, which information includes the name and address of the Borrowers
and Guarantors and other information that will allow Lender to identify the
Borrowers and Guarantors in accordance with the Act.


 


“20.17.  OFAC/BSA Provision.  Each Borrower shall (a) ensure that neither
it nor any Person who owns a controlling interest in or otherwise controls such
Borrower is or shall be listed on the Specially Designated Nationals and
Blocked Person List or other similar lists maintained by the Office of Foreign
Assets Control (“OFAC”), the Department of the Treasury, or included in any
Executive Orders, (b) not use or permit the use of the proceeds of the Loans to
violate any of the foreign asset control regulations of OFAC or any enabling
statute or Executive Order relating thereto, and (c) comply, and cause each
Person who owns a controlling interest in or otherwise controls the Borrower to
comply, with all applicable Bank Secrecy Act (“BSA”) laws and regulations, as
amended.”


 


5.     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 action 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


 


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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 Existing
Default.


 


6.     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.


 


7.     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.


 


8.     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 Third Amendment to Credit Facilities Agreement.


 


9.     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.


 


10.  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.


 


11.  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.


 


12.  Notice—Oral
Commitments Not Enforceable. The
following notice is given pursuant to Section 432.045 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.  TO PROTECT YOU (BORROWER) 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.


 


13.  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:


 


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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.


 


 


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

  	
   

  



 


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Exhibit A


 


Documents and Requirements


 


1.     Third
Amendment to Credit Facilities Agreement.


 


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


 


3.     Security
Agreement executed by GTSI Financial Services.


 


4.     UCC
Prefiling Authorization Letter and UCC Filing with Secretary of State of the
state of formation of GTSI Financial Services.


 


5.     Post-Filing
UCC records search to confirm first priority.


 


6.     Stock
Pledge Agreement executed by GTSI relative to its entire interest in GTSI
Financial Services.


 


7.     Secretary’s
Certificate of GTSI Financial Services, including resolutions authorizing
execution and delivery of the Unlimited Guaranty of all Loan Obligations, the
Security Agreement granting Administrative Agent a lien on all assets to secure
the Unlimited Guaranty, and each document executed in connection therewith,
incumbency certificate, certified formation documents and bylaws.


 


8.     Secretary’s
Certificate of GTSI certifying resolutions of Board of Directors authorizing
pledge of stock interests of GTSI Financial Services.


 


9.     Good
Standing Certificate of GTSI Financial Services from the Secretary of State of
Delaware.


 


10.   Current
Insurance Certificates for Borrower and each Covered Person evidencing that
Borrower and each Covered Person, including GTSI Financial Services has in
force insurance meeting the applicable requirements of the Original Credit
Agreement.


 


11.   Form
of leases to be entered into by GTSI Financial Services as lessor.


 


12.   Financial
Statements of GTSI Financial Services.


 


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Exhibit B


 


Disclosure Schedule


 


Nothing, if nothing listed.


 


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Exhibit 3


 


LENDERS’ FACILITIES AND PRO-RATA SHARES


 


	
  LENDER

  	
   

  	
  TOTALS(1)

  	
   

  	
  REVOLVING

  LOAN

  FACILITY

  	
   

  	
  FLOORPLAN

  LOAN

  FACILITY

  	
   

  	
  PRO-RATA

  SHARES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE
  Commercial Distribution Finance

  	
   

  	
  $

  	
  100,000,000.00

  	
   

  	
  $

  	
  72,000,000.00

  	
   

  	
  $

  	
  100,000,000.00

  	
   

  	
  80

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SunTrust
  Bank

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
  $

  	
  18,000,000.00

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
  20

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AGGREGATES

  	
   

  	
  $

  	
  125,000,000.00

  	
   

  	
  $

  	
  90,000,000.00

  	
   

  	
  $

  	
  125,000,000.00

  	
   

  	
  100.00000

  	
  %

  



 










(1) Subject to
the Total Aggregate Credit Facility Limit of $125,000,000 - which can be
composed in any combination of Aggregate Revolving Loans (subject to the
$90,000,000 Aggregate Revolving Loan Facility) and Aggregate Floorplan Loans
(subject to the $125,000,000 Aggregate Floorplan Loan Facility).


 


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