**Exhibit 10.17**

 

SECONDAMENDMENT TO DEED OF LEASE

 

THIS SECOND AMENDMENT TO DEED OF LEASE (this “Amendment”) is made andentered 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 Delawarecorporation (“Tenant.”)

 

WITNESSETH:

 

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

 

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

 

NOW, THEREFORE, in consideration of themutual covenants and agreements set forth hereinbelow and of other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged by the parties hereto, Landlord and Tenant, intending legally tobe bound, hereby agree as follows:

 

1.                                       SecurityDeposit

 

(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) ofthe Lease, Tenant agrees that the Security Deposit shall also serve as securityfor Tenant’s faithful performance of Tenant’s obligations under that certainDeed of Lease between Landlord and Tenant dated as of even date herewith forcertain premises in the building located at 14700 Avion Parkway, Chantilly,Virginia, as amended from time to time (the “14700 Lease”), subject to the termsand 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 thisAmendment is fully executed and delivered and expiring on December 31,2006, the term “Required Amount” shall mean an amount equal to One HundredFifty 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 setforth in clause (i) above, there shall be no further reductions in the RequiredAmount.  The Security Deposit (as soreduced and subsequently increased) shall continue to be in the form of one ormore letters of credit meeting the criteria set forth in Section 3(E) ofthe Lease.

 

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

 

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

 

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

 

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

 

5.                                       BindingEffect. All of the covenants contained in this Amendment, including, butnot limited to, all covenants of the Lease as modified hereby, shall be bindingupon and shall inure to the benefit of the parties hereto and their respectiveheirs, legal representatives and permitted successors and assigns.

 

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

 

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

 

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

 

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

 

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IN WITNESS WHEREOF, Landlord and Tenant haveexecuted 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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