**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 Delawarecorporation (“TLI”), separately and collectively as “Borrower,” GE CommercialDistribution Finance Corporation (“GECDF”), as Administrative Agent, and GECDFand the other Lenders.

 

**Recitals****:**

 

**A.**            GTSI, Administrative Agent and Lenders areparty to that certain Credit Facilities Agreement dated as of October 20, 2003,as amended by that certain First Amendment to Credit Facilities Agreement datedas of March 12, 2004, as further amended by that certain Second Amendment toCredit Facilities Agreement dated as of July 29, 2004 (the “Original CreditAgreement”).

 

**B.****           **TheOriginal Credit Agreement contemplates that new Subsidiaries of GTSI may becreated by GTSI from time to time with the consent of the Administrative Agentin accordance with the terms of the Original Credit Agreement.

 

**C.**            GTSI desires to form a new subsidiary, GTSIFinancial Services, Inc., a Delaware corporation (“GTSIFS”).  The Administrative Agent and the Lendershereby consent thereto, pursuant to the terms, conditions and provisionscontained herein.

 

**Agreement**

 

Therefore, in consideration of the mutual agreements herein and othersufficient 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 thisAgreement shall be deemed to be references to the Original Credit Agreement asit may be amended (by this Agreement and others), restated, extended, renewed,replaced, or otherwise modified from time to time.  Capitalized terms used and not otherwisedefined herein have the meanings given them in the Original Credit Agreement.

 

**2.****     Effectivenessof Agreement.** This Agreement shallbecome effective as of the date first written above, but only if this Agreementhas 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 havebeen delivered and, as applicable, executed, sealed, attested, acknowledged,certified, or authenticated, each in form and substance satisfactory toAdministrative Agent and the Lenders, by each of GTSI, TLI, and/or GTSIFS, asapplicable.  Each document, note,certificate or agreement listed on Exhibit A and signed by GTSI, TLI, orGTSIFS, as applicable, is and shall be deemed (together with all priordocuments, notes, certificates and other agreements defined as Loan Documentsin the Original Credit Agreement) to be a “Loan Document.”

 

**3.****     Consentto Creation New Subsidiary – GTSI Financial Services, Inc.** Pursuant toSection 14.20.1 of the Original Credit Agreement, Administrative Agent herebyconsents to GTSI creating GTSIFS as a wholly-owned subsidiary of GTSI for thepurpose of financing lease transactions, provided, however, that

 

----

 

all documents and requirementslisted 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, allreferences to “Covered Person” or “Covered Persons” shall, among others, bedeemed to include each of GTSI, TLI, and GTSIFS.

 

**4.****     Amendmentsto Credit Agreement.** The OriginalCredit Agreement is hereby amended as follows:

 

**4.1.****         ReplacementExhibit 3.** Exhibit 3 of theOriginal 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 theOriginal Credit Agreement is deleted and replaced with the following:

 

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

 

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

 

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

 

“**20.17.  OFAC/BSA Provision.**  Each Borrower shall (a) ensure that neitherit nor any Person who owns a controlling interest in or otherwise controls suchBorrower is or shall be listed on the Specially Designated Nationals andBlocked Person List or other similar lists maintained by the Office of ForeignAssets Control (“OFAC”), the Department of the Treasury, or included in anyExecutive Orders, (b) not use or permit the use of the proceeds of the Loans toviolate any of the foreign asset control regulations of OFAC or any enablingstatute or Executive Order relating thereto, and (c) comply, and cause eachPerson who owns a controlling interest in or otherwise controls the Borrower tocomply, with all applicable Bank Secrecy Act (“BSA”) laws and regulations, asamended.”

 

# **5.**     Representationsand Warranties of Borrower.  Each Borrower herebyrepresents and warrants to Administrative Agent and the Lenders that (i)Borrowers’ execution of this Agreement has been duly authorized by allrequisite action of each Borrower; (ii) no consents are necessary from anythird parties for Borrowers’ execution, delivery or performance of thisAgreement, (iii) this Agreement, the Original Credit Agreement, and each of theother Loan Documents, constitute the legal, valid and binding obligations ofeach Borrower enforceable against each such Borrower in accordance with theirterms, except to the extent that the enforceability thereof against Borrowersmay be limited by bankruptcy, insolvency or other laws affecting theenforceability of creditors rights generally or by equity principles of generalapplication, (iv) except as disclosed on the supplemental disclosure scheduleattached hereto as Exhibit B and the disclosure schedule attached to theOriginal Credit Agreement, all of the representations

 

2

----

 

# **andwarranties contained in Section 11 of the Credit Agreement are true and correctwith the same force and effect as if made on and as of the date of thisAgreement, and (v) after giving effect to this Agreement, there is no ExistingDefault.**

 

# **6.**     Reaffirmation.Each Borrower herebyrepresents, warrants, acknowledges and confirms that (i) the Original CreditAgreement and the other Loan Documents remain in full force and effect asamended by this Agreement, (ii) no Borrower has a defense to its obligationsunder the Original Credit Agreement and the other Loan Documents, (iii) theSecurity Interests of the Administrative Agent (held for the ratable benefit ofthe Lenders) under the Security Documents secure all the Loan Obligations underthe Original Credit Agreement, continue in full force and effect, and have thesame priority as before this Agreement, and (iv) no Borrower has a claimagainst Administrative Agent or any Lender arising from or in connection withthe Original Credit Agreement or the other Loan Documents and any such claim ishereby irrevocably waived and released and discharged forever.

 

**7.****     GoverningLaw.**This Agreement shall be governed by and construed under the laws ofthe State of Missouri without giving effect to choice or conflicts of lawprinciples thereunder.

 

**8.****     Feesand Expenses.** Borrowers shallpromptly pay to Administrative Agent an amount equal to all reasonable anddocumented third party fees, costs and expenses incurred by the AdministrativeAgent in connection with the preparation, negotiation, execution and deliveryof this Third Amendment to Credit Facilities Agreement.

 

**9.****     SectionTitles.** The section titlesin this Agreement are for convenience of reference only and shall not beconstrued so as to modify any provisions of this Agreement.

 

**10.****  Counterparts;Facsimile Transmissions.**ThisAgreement may be executed in one or more counterparts and on separatecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.  Signatures to this Agreement may be given byfacsimile or other electronic transmission, and such signatures shall be fullybinding on the party sending the same.

 

**11.****  IncorporationBy Reference.** Administrative Agent,Lenders and Borrowers hereby agree that all of the terms of the Loan Documentsare incorporated in and made a part of this Agreement by this reference.

 

**12.****  Notice—OralCommitments Not Enforceable.** Thefollowing 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 termsof the Loan Documents:

 

**ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDINGPROMISES 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 SUCHMATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVESTATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITINGTO MODIFY IT.**

 

**13.****  StatutoryNotice-Insurance.** The followingnotice 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 termsof the Loan Documents:

 

3

----

 

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

 

 

IN WITNESS WHEREOF, this Agreement has beenduly 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                                    |                                               |

 

4

----

 

**Exhibit A**

 

**Documents and Requirements**

 

1.     ThirdAmendment to Credit Facilities Agreement.

 

2.     UnlimitedGuaranty of Loan Obligations executed by GTSI Financial Services.

 

3.     SecurityAgreement executed by GTSI Financial Services.

 

4.     UCCPrefiling Authorization Letter and UCC Filing with Secretary of State of thestate of formation of GTSI Financial Services.

 

5.     Post-FilingUCC records search to confirm first priority.

 

6.     StockPledge Agreement executed by GTSI relative to its entire interest in GTSIFinancial Services.

 

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

 

8.     Secretary’sCertificate of GTSI certifying resolutions of Board of Directors authorizingpledge of stock interests of GTSI Financial Services.

 

9.     GoodStanding Certificate of GTSI Financial Services from the Secretary of State ofDelaware.

 

10.   CurrentInsurance Certificates for Borrower and each Covered Person evidencing thatBorrower and each Covered Person, including GTSI Financial Services has inforce insurance meeting the applicable requirements of the Original CreditAgreement.

 

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

 

12.   FinancialStatements of GTSI Financial Services.

 

5

----

 

**Exhibit B**

 

**Disclosure Schedule**

 

Nothing, if nothing listed.

 

6

----

 

**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 tothe Total Aggregate Credit Facility Limit of $125,000,000 - which can becomposed 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).

 

7

----