**Exhibit 10.24**

 

**SEVENTHAMENDMENT TO**

**CREDITFACILITIES AGREEMENT**

 

This****SEVENTH AMENDMENT TO CREDIT FACILITIESAGREEMENT (this “Agreement”) is entered into and effective as of November 15,2005, by and among GTSI Corp., a Delaware corporation (“GTSI”), TechnologyLogistics, Inc., a Delaware corporation (“TLI”; separately andcollectively with GTSI, “Borrower”), GE Commercial Distribution FinanceCorporation (“GECDF”), as Administrative Agent, and GECDF and the otherLenders.

 

**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 Agreementdated as of March 12, 2004, as further amended by that certain SecondAmendment to Credit Facilities Agreement dated as of July 29, 2004, asfurther amended by that certain Third Amendment to Credit Facilities Agreementdated as of November 22, 2004, as further amended by that certain FourthAmendment to Credit Facilities Agreement dated as of April 28, 2005, asfurther amended by that certain Fifth Amendment to Credit Facilities Agreementdated as of August 8, 2005, and as further amended by that certain SixthAmendment to Credit Facilities Agreement dated as of August 15, 2005 (the “OriginalCredit Agreement”).

 

**B.****                                   **Administrative Agent, Lenders and Borrowershave agreed to the provisions set forth herein on the terms and conditionscontained herein

 

**Agreement**

 

Therefore, in considerationof the mutual agreements herein and other sufficient consideration, the receiptof which is hereby acknowledged, GTSI, TLI, Administrative Agent and theLenders hereby agree as follows:

 

**1.****              Definitions.**All references to the “Agreement” or the “CreditAgreement” in the Original Credit Agreement and in this Agreement shall bedeemed to be references to the Original Credit Agreement as it may beamended (by this Agreement and others), restated, extended, renewed, replaced,or otherwise modified from time to time. Capitalized terms used and nototherwise defined herein have the meanings given them in the Original CreditAgreement.

 

**2.****              Effectiveness ofAgreement.**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 Agreementhave been delivered and, as applicable, executed, sealed, attested,acknowledged, certified, or authenticated, each in form and substancesatisfactory to Administrative Agent and the Lenders, by each of GTSI, TLI,and/or GTSI Financial Services, Inc. (“GTSIFS”), as applicable. Eachdocument, note, certificate or agreement listed on Exhibit A and signed byGTSI, TLI, or GTSIFS, as applicable, is and shall be deemed (together with allprior documents, notes, certificates and other agreements defined as LoanDocuments in the Original Credit Agreement) to be a “Loan Document.”

 

**3.****              Amendment to CreditAgreement.**The Original CreditAgreement is hereby amended as follows:

 

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**6.1.2.3.****       ****Maturity.****                                            **Borrower shall repay the entire amount of theAggregate Revolving Loan on May 31, 2006 (“Initial Maturity Date”), unlessthe Aggregate Revolving Loan Facility continues after the Initial Maturity Dateas provided below in this Section 6.1.2.3. Borrower shall repay the amountof the Swingline Loans on demand. The Aggregate Revolving Loan Facility willcontinue from year to year on each anniversary of the Initial Maturity Dateunless Borrower or the Required Lenders give each party hereto written noticeof termination of not less than 90 days prior to the start of a renewal period.Each of the Aggregate Floorplan Loan Facility, the Interim Floorplan LoanFacility and the Swingline Facility are discretionary and may be terminatedat any time as set forth herein, with or without notice or demand as set forthherein; provided, however, if Borrower shall give notice of termination of theAggregate Revolving Loan Facility, then such notice shall be deemed to benotice of termination for all Facilities in which case Borrower shall pay theentire amount of the outstanding Loan Obligations upon the effective date ofsuch notice of termination, including payment of cash collateral satisfactoryto Administrative Agent as security for Borrower’s obligation to reimburseAdministrative Agent or the Letter of Credit Issuer, as the case may be,for 105% of all draws and expenses under all outstanding Letters of Credit and100% of any unfunded Approvals, in which case such Approvals shall be otherwisepaid in accordance with the applicable Statements of Transaction.

 

**4.****              Representations andWarranties of Borrower.**EachBorrower hereby represents and warrants to Administrative Agent and the Lendersthat (i) Borrowers’ execution of this Agreement has been duly authorizedby all requisite actions of each Borrower; (ii) no consents are necessaryfrom any third parties for Borrowers’ execution, delivery or performance ofthis Agreement, (iii) this Agreement, the Original Credit Agreement, andeach of the other Loan Documents, constitute the legal, valid and bindingobligations of each Borrower enforceable against each such Borrower inaccordance with their terms, except to the extent that the enforceabilitythereof against Borrowers may be limited by bankruptcy, insolvency orother laws affecting the enforceability of creditors rights generally or byequity principles of general application, (iv) except as disclosed on thesupplemental disclosure schedule attached hereto as Exhibit B and thedisclosure schedule attached to the Original Credit Agreement, all of therepresentations and warranties contained in Section 11 of the CreditAgreement are true and correct with the same force and effect as if made on andas of the date of this Agreement, and (v) after giving effect to thisAgreement, there is no Default or no Event of Default Exists.

 

**5.****              Reaffirmation.**Each Borrower hereby represents, warrants,acknowledges and confirms that (i) the Original Credit Agreement and theother Loan Documents remain in full force and effect as amended by thisAgreement, (ii) no Borrower has a defense to its obligations under theOriginal Credit Agreement and the other Loan Documents, (iii) the SecurityInterests of the Administrative Agent (held for the ratable benefit of theLenders) under the Security Documents secure all the Loan Obligations under theOriginal Credit Agreement, continue in full force and effect, and have the samepriority 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.

 

**6.****              Governing Law.**This Agreement shall be governed by and construedunder the laws of the State of Missouri without giving effect to choice orconflicts of law principles thereunder.

 

**7.****              Fees and Expenses.**Borrowers shall promptly pay toAdministrative Agent an amount equal to all reasonable and documented third partyfees, costs and expenses incurred by the Administrative Agent in connectionwith the preparation, negotiation, execution and delivery of this SeventhAmendment to Credit Facilities Agreement.

 

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

 

**9.****              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 thisAgreement may be given by facsimile or other electronic transmission, andsuch signatures shall be fully binding on the party sending the same.

 

**10.****       Incorporation By Reference.**Administrative Agent, Lenders andBorrowers hereby agree that all of the terms of the Loan Documents areincorporated in and made a part of this Agreement by this reference(except to the extent amended hereby).

 

**11.****       Notice—Oral Commitments NotEnforceable.**The following noticeis given pursuant to Section 432.057 of the Missouri Revised Statutes;nothing contained in such notice shall be deemed to limit or modify the termsof the Loan Documents:

 

**ORALAGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROMENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBTARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THATIS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) ANDUS (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACHCOVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE ANDEXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATERAGREE IN WRITING TO MODIFY IT.**

 

**12.****       Statutory Notice-Insurance.**The following notice is givenpursuant to Section 427.120 of the Missouri Revised Statutes; nothingcontained in such notice shall be deemed to limit or modify the terms of theLoan Documents:

 

**UNLESS YOUPROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT WITH US,WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN YOURCOLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS. THECOVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIMTHAT IS MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL. YOU MAY LATERCANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING EVIDENCE THATYOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR AGREEMENT. IF WE PURCHASEINSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE FOR THE COSTS OF THATINSURANCE, 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 BEADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THEINSURANCE MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TOOBTAIN ON YOUR OWN.**

 

***[Signature Pages Follow]***

 

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INWITNESS WHEREOF, this Agreement has been duly executed as of the date firstabove 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                                         |
|                                                          |
|                                                          |
| **WACHOVIA  BANK**, **NATIONAL ASSOCIATION, as a Lender**     |
|                                                          |
| By:                                                           | /s/  JOHN CARPENTER |   |
| Name: John Carpenter                                          |
| Title: Director                                               |
|                                                          |
|                                                          |
| **MANUFACTURERS  AND TRADERS TRUST COMPANY**, **as a Lender** |
|                                                          |
| By:                                                           | /s/  LOUIS J. NOPPENBERGER |   |
| Name: Louis J. Noppenberger                                   |
| Title: Vice President                                         |

 

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**ACKNOWLEDGEMENT,CONSENT AND REAFFIRMATION OF GUARANTY**

 

The undersigned, GTSIFinancial Services, Inc., acknowledges and consents to all changes in theOriginal Credit Agreement set forth in this Seventh Amendment to CreditFacilities Agreement, by and among Administrative Agent, Borrower and theLenders (“Seventh Amendment”) and agrees that all such changes are in the bestinterests of Borrowers and the undersigned. In consideration of financialaccommodations granted and which may hereafter be granted to Borrowers byAdministrative Agent and the Lenders, in consideration of Administrative Agent’sand the Lenders’ reliance on that certain Unlimited Guaranty, dated as of November 22,2004, given by the undersigned, and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the undersigned,GTSI Financial Services, Inc., irrevocably and unconditionally reaffirmspursuant to the terms of the Unlimited Guaranty its continuing guarantee of thepayment and performance of all current and future Guarantied Obligations,including, without limitation, all Loan Obligations. The undersigned, GTSIFinancial Services, Inc., further agrees that the validity andenforceability of the Unlimited Guaranty is not and shall not be affected inany way or manner by any of the changes in the financing set forth in theSeventh Amendment, that the Unlimited Guaranty is in full force and effect, andthe undersigned, GTSI Financial Services, Inc., has no defenses of anykind or nature with respect to his obligations under the Unlimited Guaranty.

 

The undersigned, GTSI Financial Services, Inc.,has reviewed the attached Seventh Amendment and all other documents andfinancial statements the undersigned deems necessary relating to the Borrowersand the Guarantied Obligations, including, without limitation, the LoanObligations.

 
|   | **GTSI  Financial Services, Inc.** |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    |
|   | By:                                     |    s/ JACK  HELMLY |   |
|   | Name:                                   | Jack Helmly |
|   | Title:                                  | President |
|        |                                         |  |  |  |

 

 

**Exhibit A**

 

**Documentsand Requirements**

 

1.               Seventh Amendment to CreditFacilities Agreement.

 

2.               Ratification of UnlimitedGuaranty of Loan Obligations executed by GTSI Financial Services, Inc.

 

**Exhibit B**

 

**Disclosure Schedule **

 

None, unless listed below.

 

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