** **

** **

 

**Exhibit10.15**

**THIRDAMENDMENT TO CREDIT AGREEMENT**

**THIS THIRD AMENDMENT TO CREDIT AGREEMENT**(this“Amendment”) is made and entered into as of March 30, 2007, by and among**GTSI CORP.**, a Delaware corporation (the“Borrower”), the Lenders (as defined below) signatory hereto, the otherBorrower Parties (as defined below) signatory hereto, and **SUNTRUSTBANK**, in its capacity as Administrative Agent for the Lenders (the “AdministrativeAgent”).

**WITNESSETH:**

WHEREAS,the Borrower, certain Subsidiaries of the Borrower signatory thereto asGuarantors (together with the Borrower, collectively, the “Borrower Parties”),the lenders signatory thereto from time to time (the “Lenders”), theother Agents party thereto and the Administrative Agent are parties to a certainCredit Agreement, dated as of June 2, 2006, as amended by that certain FirstAmendment to Credit Agreement dated as of July 12, 2006, and as further amendedby that certain Second Amendment to Credit Agreement dated as of November 30,2006 (as amended, restated, supplemented or otherwise modified from time totime, the “Credit Agreement”; capitalized terms used herein and nototherwise defined shall have the meanings assigned to such terms in the CreditAgreement), pursuant to which the Lenders have made certain financialaccommodations available to the Borrower; and

WHEREAS,the Borrower has requested that the Lenders and the Administrative Agent amendcertain provisions of the Credit Agreement, and subject to the terms andconditions hereof, the Majority Lenders and the Administrative Agent arewilling to do so;

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

1.             Amendmentto Section 8.9.  Section 8.9of the Credit Agreement, “Minimum EBITDA” is hereby amended and modified bydeleting such section in its entirety and by substituting the following in lieuthereof:

“Section 8.9           Minimum EBITDA.  Commencing with the fiscal quarter endingJune 30, 2007 and continuing until the FCCR Election Date, the Borrower Partiesshall not permit the EBITDA of the Borrower Parties to be less than the amountsset forth in the table below for the applicable periods set forth in such table:

| Period                                                 | ** ** | ** ** | ** **  | **Minimum EBITDA** | ** ** |
|--------------------------------------------------------|------------|------------|-------------|-------------------------|------------|
| Two fiscal  quarter period ending June 30, 2007        |       | $          | (10,421,000 | )                       |
| Three fiscal  quarter period ending September 30, 2007 |       | $          | (5,531,000  | )                       |
| Four fiscal  quarter period ending December 31, 2007   |       | $          | 4,477,000   |                    |
| Four fiscal  quarter period ending March 31, 2008      |       | $          | 6,000,000   |                    |
| Four fiscal quarter  period ending June 30, 2008       |       | $          | 8,000,000   |                    |

 

----

 

2.             Conditionsto Effectiveness of this Amendment.****Notwithstandingany other provision of this Amendment, it is understood and agreed that thisAmendment shall not become effective, and the parties shall have no rightsunder this Amendment, until the Administrative Agent shall have received:

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

(b)           a fully executed amendment (the “SubdebtAmendment”) containing corresponding amendments to those contained herein(where applicable) under the Subordinated Debt Documents, which shall be inform and substance satisfactory to the Administrative Agent; and

(c)           payment of an upfront fee to eachLender executing this Amendment in an amount equal to 0.30% of such Lender’sportion of the Revolving Loan Commitment, which shall be fully earned when due and non-refundable when paid.

3.             Representationsand Warranties**.**  To induce the Lenders and the AdministrativeAgent to enter into this Amendment, each Borrower Party hereby represents andwarrants to the Lenders and the Administrative Agent that:

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

2

----

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

(c)           The representations and warrantiescontained in the Credit Agreement and the other Loan Documents are true andcorrect in all material respects, and no Default or Event of Default hasoccurred and is continuing as of the date hereof.

4.             Reaffirmationsand Acknowledgments**.**

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

(b)           Acknowledgment of SecurityInterests. Each Borrower Party hereby acknowledges that, as of the datehereof, the security interests and liens granted to the Administrative Agentand the Lenders under the Credit Agreement and the other Loan Documents are infull force and effect and are enforceable in accordance with the terms of theCredit Agreement and the other Loan Documents.

5.             Effect of Amendment.  Except as set forth expressly herein,all terms of the Credit Agreement, as amended hereby, and the other LoanDocuments shall be and remain in full force and effect.  Theexecution, delivery and effectiveness of this Amendment shall not, except asexpressly provided herein, operate as a waiver of any right, power or remedy ofthe Lenders under the Credit Agreement, nor constitute a waiver of anyprovision of the Credit Agreement.  ThisAmendment shall constitute a Loan Document for all purposes of the CreditAgreement.

6.             GoverningLaw.****  This Amendment shall be governed by, andconstrued in accordance with, the internal laws of the State of Georgia and allapplicable federal laws of the United States of America.

7.             NoNovation**.** This Amendment is not intended by the parties to be, and shall not beconstrued to be, a novation of the Credit Agreement or an accord andsatisfaction in regard thereto.

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

3

----

9.             Counterparts**.**  This Amendment maybe executed by one or more of the parties hereto in any number of separatecounterparts, each of which shall be deemed an original and all of which, takentogether, shall be deemed to constitute one and the same instrument.  Delivery of an executed counterpart of thisAmendment by facsimile transmission or by electronic mail in pdf form shall beas effective as delivery of a manually executed counterpart hereof.

10.           BindingNature**.** This Amendment shall be binding upon and inure to the benefit of theparties hereto, their respective successors, successors-in-titles, and assigns.

11.           EntireUnderstanding**.** This Amendment sets forth the entire understanding of the parties withrespect to the matters set forth herein, and shall supersede any prior negotia­tionsor agreements, whether written or oral, with respect thereto.

12.           Release.  In consideration for the accommodationsprovided pursuant to this Amendment, and acknowledging that the AdministrativeAgent and Lenders will be specifically relying on the following provisions as amaterial inducement in entering into this Amendment, and for other good andvaluable consideration, the receipt and sufficiency of which is herebyacknowledged, each Borrower Party hereby releases, remises and foreverdischarges the Administrative Agent and the Lenders and their respectiveagents, servants, employees, directors, officers, attorneys, accountants,consultants, affiliates, representatives, receivers, trustees, subsidiaries,predecessors, successors and assigns (collectively, the “Released Parties”)from any and all claims, damages, losses, demands, liabilities, obligations,actions and causes of action whatsoever (whether arising in contract or intort, and whether at law or in equity), whether known or unknown, matured orcontingent, liquidated or unliquidated, in any way arising from, in connectionwith, or in any way concerning or relating to the Credit Agreement, the otherLoan Documents, and/or any dealings with any of the Released Parties inconnection with the transactions contemplated by such documents or thisAmendment prior to date hereof.  Thisrelease shall be and remain in full force and effect notwithstanding thediscovery by the Borrower Parties after the date hereof (a) of any new oradditional claim against any Released Party, (b) of any new or additional factsin any way relating to the subject matter of this release, (c) that any factrelied upon by it was incorrect or (d) that any representation made by anyReleased Party was untrue or that any Released Party concealed any fact,circumstance or claim relevant to the Borrower Parties’ execution of thisrelease; provided, however, this release shall not extend to anyclaims arising after the execution of this Amendment.

[*Signature Pages To Follow*]

4

----

INWITNESS WHEREOF, the parties hereto have caused this Amendment to be dulyexecuted by their respective authorized officers as of the day and year firstabove written.
| **BORROWER:**                        | ** ** | **GTSI CORP.**                                                                                 |
|--------------------------------------|------------|------------------------------------------------------------------------------------------------|
| ** **                           | ** ** | ** **                                                                                     |   | ** ** |
| ** **                           | ** ** | ** **                                                                                     |   | ** ** |
|                                 |       | By:                                                                                            |   |   |
|                                 |       |                                                                                           |   | Name: |
|                                 |       |                                                                                           |   | Title: |
|                                 |       |                                                                                           |   |   |
|                                 |       |                                                                                           |   |   |
| **GUARANTORS:**                      | ** ** | **GTSI FINANCIAL SERVICES, INC.**                                                              |
| ** **                           | ** ** | ** **                                                                                     |   | ** ** |
| ** **                           | ** ** | ** **                                                                                     |   | ** ** |
|                                 |       | By:                                                                                            |   |   |
|                                 |       |                                                                                           |   | Name: |
|                                 |       |                                                                                           |   | Title: |
|                                 |       |                                                                                           |   |   |
|                                 |       |                                                                                           |   |   |
| ** **                           | ** ** | **TECHNOLOGY LOGISTICS, INC.**                                                                 |
| ** **                           | ** ** | ** **                                                                                     |   | ** ** |
| ** **                           | ** ** | ** **                                                                                     |   | ** ** |
|                                 |       | By:                                                                                            |   |   |
|                                 |       |                                                                                           |   | Name: |
|                                 |       |                                                                                           |   | Title: |
|                                 |       |                                                                                           |   |   |
|                                 |       |                                                                                           |   |   |
| **AGENT  AND LENDERS:**              | ** ** | **SUNTRUST BANK**, as the  Administrative Agent, the Issuing Bank, a Lender and the Swing Bank |
| ** **                           | ** ** | ** **                                                                                     |
| ** **                           | ** ** | ** **                                                                                     |
|                                 |       | By:                                                                                            |   |   |
|                                 |       |                                                                                           |   | Name: |
|                                 |       |                                                                                           |   | Title: |
|                                 |       |                                                                                           |   |   |
|                                 |       |                                                                                           |   |   |
| ** **                           | ** ** | **BANK OF AMERICA, N.A.,**as a  Lender                                                         |
| ** **                           | ** ** | ** **                                                                                     |   | ** ** |
| ** **                           | ** ** | ** **                                                                                     |   | ** ** |
|                                 |       | By:                                                                                            |   |   |
|                                 |       |                                                                                           |   | Name: |
|                                 |       |                                                                                           |   | Title: |
|                                 |       |                                                                                           |   |   |
|                                 |       |                                                                                           |   |   |
| ** **                           | ** ** | **PNC BANK, NATIONAL ASSOCIATION,**as  a Lender                                                |
| ** **                           | ** ** | ** **                                                                                     | ** ** | ** ** |
| [SIGNATURE PAGE  TO THIRD AMENDMENT] |

5

----

 
|                                      |       |                                                       |       |                             |
|--------------------------------------|------------|------------------------------------------------------------|------------|----------------------------------|
|                                 |       | By:                                                        |       |                             |
|                                 |       |                                                       |       | Name:                            |
|                                 |       |                                                       |       | Title:                           |
|                                 |       |                                                       |       |                             |
|                                 |       |                                                       |       |                             |
|                                 |       | **LASALLE BANK MIDWEST NATIONAL ASSOCIATION,**as  a Lender |
|                                 |       |                                                       | ** ** | ** **                       |
|                                 |       |                                                       | ** ** | ** **                       |
|                                 |       | By:                                                        | ** ** | **LASALLE BUSINESS CREDIT, LLC** |
|                                 |       |                                                       | ** ** | ** **                       |
|                                 |       |                                                       | ** ** | ** **                       |
|                                 |       | By:                                                        |       | ________________________________ |
|                                 |       |                                                       |       | Name:                            |
|                                 |       |                                                       |       | Title:                           |
|                                 |       |                                                       |       |                             |
|                                 |       |                                                       |       |                             |
| ** **                           | ** ** | **TEXTRON FINANCIAL CORPORATION,**as  a Lender             |
|                                 |       |                                                       |       |                             |
|                                 |       |                                                       |       |                             |
|                                 |       | By:                                                        |       |                             |
|                                 |       |                                                       |       | Name:                            |
|                                 |       |                                                       |       | Title:                           |
|                                 |       |                                                       |       |                             |
|                                 |       |                                                       |       |                             |
| ** **                           | ** ** | **THE CIT GROUP/BUSINESS CREDIT, INC.,**as  a Lender       |
|                                 |       |                                                       |       |                             |
|                                 |       |                                                       |       |                             |
|                                 |       | By:                                                        |       |                             |
|                                 |       |                                                       |       | Name:                            |
|                                 |       |                                                       |       | Title:                           |
|                                 |       |                                                       |       |                             |
| [SIGNATURE PAGE  TO THIRD AMENDMENT] |

 

6

----