Exhibit 10.1


 


SIXTH
AMENDMENT TO


CREDIT
FACILITIES AGREEMENT


 


This SIXTH AMENDMENT TO
CREDIT FACILITIES AGREEMENT (this “Agreement”) is entered into and effective as
of August 15, 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, as further amended by that certain Fourth
Amendment to Credit Facilities Agreement dated as of April 28, 2005, and
as further amended by that certain Fifth Amendment to Credit Facilities
Agreement dated as of August 8, 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.              Amendments to Credit
Agreement. The Original Credit
Agreement is hereby amended as follows:


 





















 


3.1.                            Distributions.
Section 5.7 of the Fifth
Amendment to Credit Facilities Agreement dated as of August 8, 2005 is
hereby deleted in its entirety.  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 effective
as of August 8, 2005 and continuing through December 31, 2005;
provided, however, that if (i) no Default exists and no Default or Event
of Default will occur or is reasonably likely to occur as a result of such
payment, (ii) there is at least $7,500,000 of Excess Eligible Accounts
after giving effect to the contemplated Distribution, and (iii) that an
additional reserve shall be taken against the Borrowing Base in the aggregate
amount of the allowed Distributions made under this provision during the period
specified above, the Borrower or any other Covered Person may purchase or
otherwise acquire up to $2,500,000, in the aggregate, of outstanding capital
stock or other equity securities of Borrower.


 


Borrowers hereby acknowledge that Defaults
and Events of Default have occurred under the following Section of the
Credit Agreement:  Section 14.10
(Distributions) during the period from April 30, 2005 through July 31,
2005.  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.                            Borrowing
Base. Notwithstanding the
provisions of Section 3.1.4 of
the Credit Agreement, effective as of August 8, 2005 and continuing
through December 31, 2005, an additional deduction shall be made against
the calculated Borrowing Base from time to time in an amount equal to the
aggregate amount of the permitted Distributions made by Borrower in accordance
with Section 3.1 of this Agreement.


 


4.              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.


 


5.              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


 


2





















 


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.


 


6.              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.


 


7.              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
connection with the preparation, negotiation, execution and delivery of this Sixth
Amendment to Credit Facilities Agreement.


 


8.              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.


 


9.              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.


 


10.       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).


 


11.       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.


 


12.       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


 


3





















 


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 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]


 


4





















 


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/
  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

  



 


 


5





















 


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 Sixth Amendment to Credit
Facilities Agreement, by and among Administrative Agent, Borrower and the
Lenders (“Sixth 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 Sixth
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 Sixth 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

  
					



 


6