Exhibit
10.2


FIRST
AMENDMENT TO CREDIT AGREEMENT


THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is made and entered into as of July 13, 2006, by and among
GTSI CORP., a Delaware corporation (the “Borrower”), the Lenders (as
defined below) signatory hereto, the other Borrower Parties (as defined below)
signatory hereto, and CRYSTAL CAPITAL FUND, L.P., in its capacity as
Administrative Agent for the Lenders (the “Administrative Agent”).


W
I  T  N  E  S  S  E  T  H:


WHEREAS,
the Borrower, certain Subsidiaries of the Borrower signatory thereto as
Guarantors (together with the Borrower, collectively, the “Borrower Parties”),
the lenders signatory thereto from time to time (the “Lenders”), and the
Administrative Agent are parties to a certain Credit Agreement, dated as of
June 2, 2006 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”; capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such terms in the
Credit Agreement), pursuant to which the Lenders have made certain financial
accommodations available to the Borrower;


WHEREAS,
the Borrower has requested that the Lenders and the Administrative Agent amend
certain provisions of the Credit Agreement, and subject to the terms and
conditions hereof, the Lenders are willing to do so;


NOW,
THEREFORE, for good and valuable consideration, the sufficiency and receipt of
all of which are acknowledged, the Borrower, the Lenders and the Administrative
Agent agree as follows:


1.             Amendment
to Section 6.18.  Section 6.18 of the
Credit Agreement, “Indemnity”, is hereby amended and modified by deleting such
section in its entirety and by substituting the following in lieu thereof:


“Section 6.18         Indemnity.  Each Borrower Party will indemnify and hold
harmless the Administrative Agent, Lender and each of their Affiliates,
employees, representatives, officers and directors (each a “Borrower
Indemnified Person”) from and against any and all claims, liabilities,
investigations, losses, damages, actions, demands, penalties, judgments, suits,
investigations and costs, expenses (including fees and expenses of experts,
agents, consultants and reasonable fees and expenses of counsel) and
disbursements, in each case, of any kind or nature (whether or not any Borrower
Party or the Borrower Indemnified Person is a party to any such action, suit or
investigation) whatsoever which may be imposed on, incurred by, or asserted
against a Borrower Indemnified Person resulting from any breach or alleged
breach by the Borrower Parties of any representation or warranty made
hereunder, or otherwise in any way relating to or arising out of this
Agreement, the other Loan Documents, or any other document contemplated by this
Agreement, the making, administration or enforcement of 









 



the Loan Documents and
the Loans, any transaction contemplated hereby or any related matters unless,
with respect to any of the above, such Borrower Indemnified Person is
determined by a final non-appealable judgment of a court of competent jurisdiction
to have acted or failed to act with gross negligence or willful
misconduct.  NO BORROWER INDEMNIFIED
PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT,
ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR SUCH PERSON OR ANY OTHER
PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT
OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT
OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT.  This Section 6.18
shall survive termination of this Agreement.”


2.             Amendment
to Section 6.24.  Section 6.24 of the
Credit Agreement, “Post Closing Conditions”, is hereby amended and
modified by deleting subsections (a), (b) and (d) in their entirety and
substituting the following in lieu thereof:


“(a)         On or before July 31, 2007 (as may be
extended by the Administrative Agent in its sole discretion), Borrower shall
have delivered to Administrative Agent a certificate of good standing from the
Secretary of State of each of the jurisdictions listed on Schedule 1.1(d), in
each case evidencing that Borrower is qualified and in good standing as a
foreign corporation in such jurisdictions under the name “GTSI Corp.” (other
than the State of California or such other state as the Administrative Agent
may approve) and, with respect to the State of California or such other state,
the Borrower shall take such steps to qualify and be in good standing as a
foreign corporation as may be reasonably acceptable to the Administrative
Agent.”


“(b)         On or before July 31, 2006 (as may be
extended by the Administrative Agent in its sole discretion, the Borrower
shall, or shall cause its Subsidiaries to, close its German bank account.”


“(d)         On or before July 26, 2006 (as may by
extended by the Administrative Agent in its sole discretion), deliver to
Administrative Agent a fully executed Collateral Access Agreement, in form and
substance satisfactory to the Administrative Agent, with respect to Borrower’s
leased location at 3900 Stonecroft Boulevard, Chantilly, Virginia 20151.”


3.             Amendment
to Section 7.6(h).  Section 7.6(h) of
the Credit Agreement, “Notice of Litigation and Other Matters”, is
hereby amended and modified by deleting the second reference to “the end of” in
clause (i) thereof.


4.             Section
9.1(k)(i) of the Credit Agreement is hereby amended by inserting the text “, so
long as the obligations thereunder have not been accelerated and the commitments




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thereunder
not terminated” immediately after the word “excluding” occurring in the fifth
line thereof.


5.             Conditions
to Effectiveness of this Amendment. Notwithstanding
any other provision of this Amendment, it is understood and agreed that this Amendment
shall not become effective, and the parties shall have no rights under this
Amendment, until the Administrative Agent shall have received:


(a)  executed counterparts to this Amendment from
the Borrower, each of the other Borrower Parties and the Lenders; and


(b)  a fully executed amendment (the “Senior
Credit Facility Amendment”) containing corresponding amendments to those
contained herein (where applicable) under the Senior Credit Facility Documents,
which shall be in form and substance satisfactory to the Administrative Agent.


6.             Representations
and Warranties.  To induce the Lenders and the Administrative
Agent to enter into this Amendment, each Borrower Party hereby represents and
warrants to the Lenders and the Administrative Agent that:


(a)           The execution, delivery and
performance by such Borrower Party of this Amendment (i) are within such
Borrower Party’s power and authority; (ii) have been duly authorized by
all necessary corporate and shareholder action; (iii) are not in
contravention of any provision of such Borrower Party’s certificate of
incorporation or bylaws or other organizational documents; (iv) do not
violate any law or regulation, or any order or decree of any Governmental
Authority; (v) do not conflict with or result in the breach or termination
of, constitute a default under or accelerate any performance required by, any
Material Contract to which such Borrower Party is a party; (vi) do not result
in the creation or imposition of any Lien upon any of the property of such
Borrower Party or any of its Subsidiaries; and (vii) do not require the
consent or approval of any Governmental Authority or any other Person;


(b)           This Amendment has been duly executed
and delivered for the benefit of or on behalf of each Borrower Party and
constitutes a legal, valid and binding obligation of each Borrower Party,
enforceable against such Borrower Party in accordance with its terms except as
the enforceability hereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditor’s rights generally or by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law);
and


(c)  After giving effect to this Amendment, the
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true and correct in all material respects, and no Default or
Event of Default has occurred and is continuing as of the date hereof.



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7.             Reaffirmations
and Acknowledgments.


(a)  Reaffirmation of Guaranty.  Each Guarantor consents to the execution and
delivery by the Borrower of this Amendment and jointly and severally ratify and
confirm the terms of the Guaranty contained in Article 3 of the Credit
Agreement with respect to the indebtedness now or hereafter outstanding under
the Credit Agreement as amended hereby and all promissory notes issued
thereunder.


(b)  Acknowledgment of Security Interests.
Each Borrower Party hereby acknowledges that, as of the date hereof, the security
interests and liens granted to the Administrative Agent and the Lenders under
the Credit Agreement and the other Loan Documents are in full force and effect
and are enforceable in accordance with the terms of the Credit Agreement and
the other Loan Documents.


8.             Effect of Amendment.  Except as set forth expressly herein,
all terms of the Credit Agreement, as amended hereby, and the other Loan
Documents shall be and remain in full force and effect.  The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
the Lenders under the Credit Agreement, nor constitute a waiver of any
provision of the Credit Agreement.  This
Amendment shall constitute a Loan Document for all purposes of the Credit
Agreement.


9.             Governing
Law.   This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of Georgia and all
applicable federal laws of the United States of America.


10.           No
Novation. 
This Amendment is not intended by the parties to be, and shall not be
construed to be, a novation of the Credit Agreement or an accord and
satisfaction in regard thereto.


11.           Costs and Expenses. 
The Borrower agrees to pay, in accordance with the terms and conditions
contained in the Credit Agreement, all costs and expenses of the Administrative
Agent in connection with the preparation, execution and delivery of this
Amendment, including, without limitation, the reasonable fees and out-of-pocket
expenses of outside counsel for the Administrative Agent with respect thereto.


12.           Counterparts.  This Amendment may
be executed by one or more of the parties hereto in any number of separate
counterparts, each of which shall be deemed an original and all of which, taken
together, shall be deemed to constitute one and the same instrument.  Delivery of an executed counterpart of this
Amendment by facsimile transmission or by electronic mail in pdf form shall be
as effective as delivery of a manually executed counterpart hereof.


13.           Binding
Nature. 
This Amendment shall be binding upon and inure to the benefit of the
parties hereto, their respective successors, successors-in-titles, and assigns.



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14.           Entire
Understanding. 
This Amendment sets forth the entire understanding of the parties with
respect to the matters set forth herein, and shall supersede any prior negotia­tions
or agreements, whether written or oral, with respect thereto.


[Signature Pages To Follow]



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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed, under seal in the case of the Borrower and the Guarantors, by their
respective authorized officers as of the day and year first above written.


	
  BORROWER:

  	
  GTSI CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTORS:

  	
  GTSI FINANCIAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TECHNOLOGY LOGISTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ADMINISTRATIVE
  AGENT

  	
  CRYSTAL CAPITAL FUND, L.P., as
  the Administrative Agent, and a Lender

  
	
  AND
  LENDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Crystal Capital GP, LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  Michael L. Pizette

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  



 


 


[SIGNATURE PAGE TO
FIRST AMENDMENT]



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