Exhibit 10.2


 


FIFTH
AMENDMENT TO


CREDIT
FACILITIES AGREEMENT


 


This FIFTH AMENDMENT TO CREDIT FACILITIES AGREEMENT
(this “Agreement”) is entered into and effective as of August 8, 2005, by
and among GTSI Corp., a Delaware corporation (“GTSI”), Technology Logistics, Inc.,
a Delaware corporation (“TLI”; separately and collectively with GTSI, “Borrower”),
GE Commercial Distribution Finance Corporation (“GECDF”), as Administrative
Agent, and GECDF and the other Lenders.


 


Recitals:


 


A.                                    GTSI, Administrative Agent and Lenders are
party to that certain Credit Facilities Agreement dated as of October 20,
2003, as amended by that certain First Amendment to Credit Facilities Agreement
dated as of March 12, 2004, as further amended by that certain Second
Amendment to Credit Facilities Agreement dated as of July 29, 2004, as
further amended by that certain Third Amendment to Credit Facilities Agreement
dated as of November 22, 2004, and as further amended by that certain
Fourth Amendment to Credit Facilities Agreement dated as of April 28, 2005
(the “Original Credit Agreement”).


 


B.                                    Administrative Agent, Lenders and Borrowers
have agreed to the provisions set forth herein on the terms and conditions
contained herein.


 


Agreement


 


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


 


2.             Effectiveness of Agreement.  This Agreement shall become effective as of
the date first written above, but only if this Agreement has 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 have been delivered and,
as applicable, executed, sealed, attested, acknowledged, certified, or
authenticated, each in form and substance satisfactory to Administrative Agent
and the Lenders, by each of GTSI, TLI, and/or GTSI Financial Services, Inc.
(“GTSIFS”), as applicable, and the waiver fee described in Section 3.2 of
this Agreement has been paid in cash to the Administrative Agent.  Each document, note, certificate or agreement
listed on Exhibit A and signed by GTSI, TLI, or GTSIFS, as applicable, is
and shall be deemed (together with all prior documents, notes, certificates and
other agreements defined as Loan Documents in the Original Credit Agreement) to
be a “Loan Document.”


 


3.             Certain Covenant Waivers; Fee.


 


3.1.  Borrowers hereby acknowledge that Defaults
and Events of Default have occurred under the following Section of the
Credit Agreement:  Section 15.5
(Minimum EBIT to Net Sales) for the April 30, 2005,


 





















 


May 31, 2005 and June 30, 2005
computation dates.  Subject to the terms
and conditions contained herein, Administrative Agent and Lenders hereby waive
the Defaults and Events of Default described in the preceding sentence;
provided, however, that such waiver shall not constitute or be deemed to be a
waiver of any subsequent Defaults or Events of Default under such Sections, or
of any other existing or future Defaults or Events of Default under the Credit
Agreement or the other Loan Documents at any time.  Upon any further Defaults or Events of
Default, including without limitation any Default or Event of Default arising
as a result of Borrower’s financial performance, all rights and remedies of Administrative
Agent and Lenders with respect to such Defaults and Events of Default, whether
pursuant to the Credit Agreement, the other Loan Documents, or available at law
or equity, shall be available to Administrative Agent and Lenders.  Borrowers, Administrative Agent and Lenders
each agree that the waivers granted herein do not apply to the breach of any
other term, provision, covenant, representation or warranty of the Credit
Agreement or the other Loan Documents or the breach of the covenants described
above for any periods other than the periods specifically described above.


 


3.2.  Borrowers shall pay to Administrative Agent,
for the account of each Lender in accordance with its pro-rata share of the
Aggregate Facility, a fully-earned, non-refundable, waiver fee of $82,500.


 


4.             Decrease in Existing Lenders’
Facilities.  In connection with this Agreement, and
simultaneously with its effectiveness, (i) GE Commercial Distribution
Finance Corporation will decrease its share of the Total Aggregate Facility
Limit and Aggregate Floorplan Loan Facility from $90,000,000 to $73,636,364.25
as further set forth on Exhibit 3 attached hereto; (ii) SunTrust Bank
will decrease its share of the Total Aggregate Facility Limit and Aggregate
Floorplan Loan Facility from $25,000,000 to $20,454,545.25 as further set forth
on Exhibit 3 attached hereto; (iii) Wachovia Bank, National
Association will decrease its share of the Total Aggregate Facility Limit and
Aggregate Floorplan Loan Facility from $30,000,000 to $24,545,454.30 as further
set forth on Exhibit 3 attached hereto; and (iv) Manufacturers
Traders and Trust Company will decrease its share of the Total Aggregate
Facility Limit and Aggregate Floorplan Loan Facility from $20,000,000 to $16,363,636.20
as further set forth on Exhibit 3 attached hereto.


 


5.             Amendments to Credit Agreement.  The Original Credit Agreement is hereby
amended as follows:


 


5.1.         Replacement Exhibit 3.  Exhibit 3 of the Original Credit Agreement is hereby
deleted and replaced with a new Exhibit 3, attached hereto.


 


5.2.         Maximum Available
Amount of Revolving Advances.  The definition of Maximum Available Amount in Section 3.1.2
of the Original Credit Agreement is hereby deleted and replaced with the
following:


 


“The “Maximum
Available Amount” (which can be a negative number) on any date shall be a
Dollar amount equal to the lesser of (i) the amount of the Aggregate
Revolving Loan Facility and (ii) the Borrowing Base, on such date, minus
the sum of (a) the Aggregate Revolving Loan, (b) the Swingline Loan, (c) the
Other Creditor Indebtedness (unless an Intercreditor Agreement has been
executed between Administrative Agent and the holders of such Other Creditor
Indebtedness), (d) the GSA Fee, and (e) the Letter of Credit Exposure
on such date (except to the extent that a Revolving Loan Advance will be used
immediately to reimburse Letter of Credit Issuer for unreimbursed draws on a
Letter of Credit).”


 


5.3.         Borrowing Base.  Section 3.1.4 of the Original Credit Agreement is hereby
deleted and replaced with the following:


 


2





















 


“3.1.4.    Borrowing Base.  The “Borrowing Base” on any date shall be 85%
of the total outstanding principal balance of all Eligible Accounts (i) as
of the close of business on such date, or (ii) as certified in the
Borrowing Base Certificate most recently furnished to Administrative Agent as
required in Section 13.15.1, whichever is less; plus the Floorplan Excess
Amount, minus the Floorplan Shortfall, minus the Collateral Reserve and, minus (to
the extent not deducted from Eligible Accounts pursuant to Section 3.1.5)
the Dollar amount, if any, of Inventory that Borrower has been requested
(orally or in writing) to repurchase under any repurchase agreement or similar
arrangement, including the Textron Agreement.”


 


5.4.         Floorplan Loan
Facility Generally.  The first sentence of Section 3.2.1 of the
Original Credit Agreement is deleted and replaced with the following:


 


“Each
Lender may, subject to the terms and conditions hereof, make available to
Borrower such Lender’s pro-rata share (as listed on Exhibit 3) of an “Aggregate
Floorplan Loan Facility” that is One Hundred Thirty-Five Million Dollars ($135,000,000)
by funding such Lender’s pro-rata share thereof as provided for herein.”


 


5.5.         Total Aggregate Facility
Limit.  Section 3.5
of the Original Credit
Agreement is deleted and replaced with the following:


 


“3.5.       Total
Aggregate Facility Limit. 
Notwithstanding the Facilities herein, Borrower, Administrative Agent
and each Lender acknowledge and agree that at no time shall the Aggregate
Revolving Loan Facility, the Swingline Loan Facility, the Aggregate Floorplan
Loan Facility, the Interim Floorplan Loan Facility, all unfunded Approvals, and
the Letter of Credit Exposure exceed $135,000,000 in the aggregate (“Total
Aggregate Facility Limit”).”


 


5.6.         Annual Projections.  Section 13.14.2 of the Original Credit Agreement is deleted
and replaced with the following:


 


“13.14.2.               Annual
Projections.  No later than October 31st
of each year, projected balance sheets and statements of income and expense for
the next fiscal year, on a consolidated basis, and with such other detail as
Administrative Agent may reasonably require.”


 


5.7.         Distributions.  Notwithstanding
the provisions of Section 14.10
of the Credit Agreement, Borrowers shall not directly or indirectly, declare or
make, or incur any liability to make, any Distribution to any Person during
2005.


 


5.8.         Temporary Increase in
Maximum Total Liabilities to Tangible Net Worth.  Notwithstanding the provisions of Section 15.3 of the Credit Agreement,
for the fiscal months ended September 30, 2005, October 31, 2005 and November 30,
2005 only, the ratio of Total Liabilities minus Subordinated Indebtedness to
Tangible Net Worth plus Subordinated Indebtedness shall not exceed 7.00:1.00.


 


5.9.         Temporary Suspension of
Certain Financial Covenants.  The
application and effectiveness of the financial covenants set forth in Section 15.4 (Maximum Total Funded
Indebtedness to EBITDA) and Section 15.5
(Minimum EBIT to Net Sales) of the Credit Agreement shall be temporarily suspended,
effective as of July 1, 2005 and such suspensions shall continue through December 31,
2005.


 


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5.10.       Third Quarter 2005
Profit Covenant; Maximum Year 2005 Loss Covenant.  Section 15 of the Original Credit Agreements is hereby
amended by adding the following sections thereto:


 


“15.6.     Minimum Third Quarter
2005 Pre-Tax Profit. 
For the fiscal quarter ended September 30,
2005, Borrower covenants that its EBITDA minus interest, depreciation and
amortization expense for such fiscal quarter shall not be less than Two Million
Dollars ($2,000,000).


 


15.7.       Maximum 2005 Pre-Tax Loss.  For the fiscal year ended December 31,
2005, Borrower covenants that its loss before taxes shall not be more than Twenty
Million Dollars ($20,000,000), based on the calculation of Borrowers EBITDA minus
interest, depreciation and amortization expense for such fiscal year.”


 


5.11.       Defined Terms.  The
following defined terms are hereby added to Exhibit 2.1
Glossary and Index of Defined Terms of the Original Credit Agreement or, as
applicable, replace such previously existing terms in their entirety:


 


COLLATERAL
RESERVE —  shall be $20,000,000, unless
the Floorplan Inventory Value Differential shall be more than $0, in which case
the amount of the reserve shall be the amount by which $20,000,000 exceeds the Floorplan
Inventory Value Differential.


 


EXCESS ELIGIBLE ACCOUNTS —  on any date of determination, the amount, if
any, by which the Borrowing Base exceeds the sum of (i) the Aggregate
Revolving Loan, (ii) the Swingline Loan, (iii) the Letter of Credit
Exposure, (iv) the GSA Fee, and (v) that amount of Other Creditor
Indebtedness owing to Persons for which an Intercreditor Agreement has not been
executed between Administrative Agent and the holders of such Other Creditor
Indebtedness.


 


FLOORPLAN EXCESS AMOUNT — means the amount, if any,
by which (a) the Floorplan Inventory Value as determined by Administrative
Agent as of such date of determination, exceeds (b) the sum of the
Aggregate Floorplan Loans and Interim Floorplan Loans outstanding on any date
of determination.


 


FLOORPLAN INVENTORY VALUE — means, as of any date of
determination, (but excluding in all circumstances Inventory manufactured or
sold by or on behalf of IBM Corporation, Hewlett-Packard Company (including
Compaq Inventory), Lexmark International and each of their respective
Subsidiaries and Affiliates) (i) one hundred percent (100%) of the total
aggregate wholesale invoice price of all of Borrower’s Inventory aged 180 days
or less which is GE Financed Inventory, (ii) fifty percent (50%) of the
total aggregate wholesale invoice price of all of Borrower’s Inventory aged 180
days or less which is not GE Financed Inventory, and zero percent (0%) of the
total aggregate wholesale invoice price of all of Borrower’s Inventory aged
more than 180 days, in each case, with respect to clauses (i) and (ii) of
this sentence, in which Administrative Agent has a first priority, perfected
Security Interest (subject to no
other Security Interest other than Permitted Security Interests) that is unsold
and not leased by Borrower and is in Borrower’s possession and control as of
the date of determination, less the amount of any such Inventory reported by Borrower
(if Borrower is required by Administrative Agent or the Required Lenders to
report) as demonstration items or Inventory that is obsolete or otherwise
unmerchantable as determined by Administrative Agent.  If any Inventory financed under the Aggregate
Floorplan Loan Facility or in the Interim Floorplan Loan Facility with a value
in excess of $200,000 for each location is located on any premises that are not
owned by Borrower (not including any lessee or other Person to whom Inventory
is leased or rented in the ordinary course of such Covered Person’s business,
or other locations where Borrower is not obligated to pay rent for up to 30
consecutive days) and Borrower has not


 


4





















 


obtained or caused to be obtained written waivers or consents, in form
and substance satisfactory to Administrative Agent, then such Inventory shall
be deemed to have a “Floorplan Inventory Value” of Zero Dollars ($0.00).


 


FLOORPLAN INVENTORY VALUE DIFFERENTIAL — the extent
to which the calculation of Floorplan Inventory Value using the Prior Method would
exceed the method of calculating Floorplan Inventory Value as set forth in this
Agreement.  For the purposes of this
definition only, the “Prior Method” means the valuation of Borrowers Inventory,
with identical exclusions and conditions, but in which Inventory is valued at (i) one
hundred percent (100%) of the total aggregate wholesale invoice price of all of
Borrower’s Inventory aged 90 days or less, (ii) fifty percent (50%) of the
total aggregate wholesale invoice price of all of Borrower’s Inventory aged
between 91 and 180 days, and zero percent (0%) of the total aggregate wholesale
invoice price of all of Borrower’s Inventory aged more than 180 days, in each
case without regard to whether or not such Inventory is GE Financed Inventory,
except as otherwise expressly excluded before (e.g. IBM, Lexmark, HP/Compaq).


 


GE FINANCED INVENTORY — means, the brands and
manufacturers listed by Administrative Agent and provided to Borrowers from
time to time which identify those which are financed by GECDF or it’s
affiliates on a regular basis, as determined in its reasonable discretion.


 


GSA FEE — means, the fee due to the General Services
Administration of the United States of America as a result of certain sales.


 


6.             Representations and Warranties of
Borrower.  Each Borrower hereby represents and warrants
to Administrative Agent and the Lenders that (i) Borrowers’ execution of
this Agreement has been duly authorized by all requisite actions of each
Borrower; (ii) no consents are necessary from any third parties for
Borrowers’ execution, delivery or performance of this Agreement, (iii) this
Agreement, the Original Credit Agreement, and each of the other Loan Documents,
constitute the legal, valid and binding obligations of each Borrower
enforceable against each such Borrower in accordance with their terms, except
to the extent that the enforceability thereof against Borrowers may be limited
by bankruptcy, insolvency or other laws affecting the enforceability of
creditors rights generally or by equity principles of general application, (iv) except
as disclosed on the supplemental disclosure schedule attached hereto as Exhibit B
and the disclosure schedule attached to the Original Credit Agreement, all
of the representations and warranties contained in Section 11 of the
Credit Agreement are true and correct with the same force and effect as if made
on and as of the date of this Agreement, and (v) after giving effect to
this Agreement, there is no Default or no Event of Default Exists.


 


7.             Reaffirmation.  Each
Borrower hereby represents, warrants, acknowledges and confirms that (i) the
Original Credit Agreement and the other Loan Documents remain in full force and
effect as amended by this Agreement, (ii) no Borrower has a defense to its
obligations under the Original Credit Agreement and the other Loan Documents, (iii) the
Security Interests of the Administrative Agent (held for the ratable benefit of
the Lenders) under the Security Documents secure all the Loan Obligations under
the Original Credit Agreement, continue in full force and effect, and have the
same priority as before this Agreement, and (iv) no Borrower has a claim
against Administrative Agent or any Lender arising from or in connection with
the Original Credit Agreement or the other Loan Documents and any such claim is
hereby irrevocably waived and released and discharged forever.


 


8.             Governing Law.  This
Agreement shall be governed by and construed under the laws of the State of
Missouri without giving effect to choice or conflicts of law principles
thereunder.


 


9.             Fees and Expenses.  Borrowers
shall promptly pay to Administrative Agent an amount equal to all reasonable
and documented third party fees, costs and expenses incurred by the Administrative
Agent in


 


5





















 


connection with the preparation, negotiation,
execution and delivery of this Fifth Amendment to Credit Facilities Agreement.


 


10.          Section Titles.  The section titles
in this Agreement are for convenience of reference only and shall not be
construed so as to modify any provisions of this Agreement.


 


11.          Counterparts; Facsimile Transmissions.  This
Agreement may be executed in one or more counterparts and on separate
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  Signatures to this Agreement may be given by
facsimile or other electronic transmission, and such signatures shall be fully
binding on the party sending the same.


 


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


 


13.          Notice—Oral Commitments Not
Enforceable.  The following notice is given pursuant to Section 432.057
of the Missouri Revised Statutes; nothing contained in such notice shall be
deemed to limit or modify the terms of the Loan Documents:


 


ORAL AGREEMENTS OR COMMITMENTS TO
LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT
INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS
OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE
CREDIT AGREEMENT.  TO PROTECT YOU
(BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY
AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH
IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS
WE MAY LATER AGREE IN WRITING TO MODIFY IT.


 


14.          Statutory Notice-Insurance.  The following notice 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 terms of the Loan Documents:


 


UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE
REQUIRED BY YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR
EXPENSE TO PROTECT OUR INTERESTS IN YOUR COLLATERAL.  THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR
INTERESTS.  THE COVERAGE THAT WE PURCHASE
MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU
IN CONNECTION WITH THE COLLATERAL.  YOU MAY LATER
CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING EVIDENCE THAT
YOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR AGREEMENT.  IF WE PURCHASE INSURANCE FOR THE COLLATERAL,
YOU WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING THE
INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE IN
CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE
CANCELLATION OR EXPIRATION OF THE INSURANCE. 
THE COSTS OF THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING
BALANCE


 


6





















 


OR OBLIGATION.  THE
COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE
ABLE TO OBTAIN ON YOUR OWN.


 


[Signature Pages Follow]


 


7





















 


IN WITNESS WHEREOF, this Agreement has been duly 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/ 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

  



 


8





















 


ACKNOWLEDGEMENT, CONSENT AND REAFFIRMATION OF GUARANTY


 


The
undersigned, GTSI Financial Services, Inc., acknowledges and consents to
all changes in the Original Credit Agreement set forth in this Fifth Amendment
to Credit Facilities Agreement, by and among Administrative Agent, Borrower and
the Lenders (“Fifth Amendment”) and agrees that all such changes are in the
best interests of Borrowers and the undersigned.  In consideration of financial accommodations
granted and which may hereafter be granted to Borrowers by Administrative Agent
and the Lenders, in consideration of Administrative Agent’s and 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 reaffirms
pursuant to the terms of the Unlimited Guaranty its continuing guarantee of the
payment and performance of all current and future Guarantied Obligations,
including, without limitation, all Loan Obligations.  The undersigned, GTSI Financial Services, Inc.,
further agrees that the validity and enforceability of the Unlimited Guaranty
is not and shall not be affected in any way or manner by any of the changes in
the financing set forth in the Fifth Amendment, that the Unlimited Guaranty is
in full force and effect, and the undersigned, GTSI Financial Services, Inc.,
has no defenses of any kind or nature with respect to his obligations under the
Unlimited Guaranty.


 


The
undersigned, GTSI Financial Services, Inc., has reviewed the attached Fifth
Amendment and all other documents and financial statements the undersigned
deems necessary relating to the Borrowers and the Guarantied Obligations,
including, without limitation, the Loan Obligations.


 


	
   

  	
  GTSI Financial Services, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ JACK HELMLY

  	
   

  
	
   

  	
  Name:
  Jack Helmly

  
	
   

  	
  Title:
  President

  



 


9





















 


Exhibit A


 


Documents and Requirements


 


1.               Fifth Amendment
to Credit Facilities Agreement.


 


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


 


3.               Payment of
$82,500 Waiver Fee to the Administrative Agent.


 


4.               Secretary’s
Certificate of GTSI (certifying no modification to Articles of Organization or
By-laws since the Effective Date, no modification to the incumbency certificate
last delivered and authorizing resolutions). 
Such resolutions shall specifically authorize the execution and delivery
of the Fifth Amendment to Credit Facilities Agreement.


 


5.               Good Standing
Certificate of GTSI from the Secretary of State of Delaware.


 


6.               Secretary’s
Certificate of TLI (certifying no modification to Articles of Organization or
By-laws since the Effective Date, no modification to the incumbency certificate
last delivered and authorizing resolutions). 
Such resolutions shall specifically authorize the execution and delivery
of the Fifth Amendment to Credit Facilities Agreement.


 


7.               Good Standing
Certificate of TLI from the Secretary of State of Delaware.


 





















 


Exhibit B


 


Disclosure Schedule 


 


None, unless listed below.


 


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Exhibit 3


 


LENDERS’ FACILITIES AND PRO-RATA SHARES


 


	
  LENDER

  	
   

  	
  TOTALS(1)

  	
   

  	
  REVOLVING LOAN

  FACILITY

  	
   

  	
  FLOORPLAN

  LOAN

  FACILITY

  	
   

  	
  PRO-RATA SHARES

  	
   

  
	
  GE Commercial Distribution Finance

  	
   

  	
  $

  	
  73,636,364.25

  	
   

  	
  $

  	
  49,090,909.23

  	
   

  	
  $

  	
  73,636,364.25

  	
   

  	
  54.54

  	
  %

  
	
  SunTrust Bank

  	
   

  	
  $

  	
  20,454,545.25

  	
   

  	
  $

  	
  13,636,363.59

  	
   

  	
  $

  	
  20,454,545.25

  	
   

  	
  15.15

  	
  %

  
	
  Wachovia Bank, National Association

  	
   

  	
  $

  	
  24,545,454.30

  	
   

  	
  $

  	
  16,363,636.29

  	
   

  	
  $

  	
  24,545,454.30

  	
   

  	
  18.18

  	
  %

  
	
  Manufacturers and Traders Trust Company

  	
   

  	
  $

  	
  16,363,636.20

  	
   

  	
  $

  	
  10,909,090.89

  	
   

  	
  $

  	
  16,363,636.20

  	
   

  	
  12.12

  	
  %

  
	
  AGGREGATES

  	
   

  	
  $

  	
  135,000,000.00

  	
   

  	
  $

  	
  90,000,000.00

  	
   

  	
  $

  	
  135,000,000.00

  	
   

  	
  100.00

  	
  %

  



 










(1) Subject to
the Total Aggregate Credit Facility Limit of $135,000,000 - which can be
composed in any combination of Aggregate Revolving Loans (subject to the
$90,000,000 Aggregate Revolving Loan Facility) and Aggregate Floorplan Loans
(subject to the $135,000,000 Aggregate Floorplan Loan Facility).


 


12