Exhibit 10.1


 


FOURTH
AMENDMENT TO

CREDIT FACILITIES AGREEMENT


 


This FOURTH AMENDMENT TO
CREDIT FACILITIES AGREEMENT (this “Agreement”) is entered into and effective as
of April 28, 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, and as
further amended by that certain Third Amendment to Credit Facilities Agreement
dated as of November 22, 2004 (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.  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.              New Lenders.


 


3.1.  In
connection with this Agreement, and simultaneously with its effectiveness and
certain fundings as set forth herein, Wachovia Bank, National Association, and
Manufacturers and Traders Trust


 





















 


Company (each a “New Lender”) will become a
Lender for all purposes under the Original Credit Agreement and Loan Documents
together with the existing Lenders (the “Existing Lenders”).


 


3.2.  Upon
the full and complete execution of this Agreement, the Administrative Agent
shall arrange, and each Lender (including each New Lender and the Existing
Lenders) shall fully cooperate, in making or receiving, as directed by the
Administrative Agent, wire transfers and fund transfers reasonably necessary to
effectuate the pro-rata shares set forth on Exhibit 3.  Upon such transfer of funds, this Agreement
shall be effective and such effectiveness shall relate back to 8:00 a.m.
St. Louis time on the date of this Agreement.


 


3.3.  Each
New Lender agrees that, to the extent it has purchased and assumed, or be found
to have purchased and assumed, from Existing Lenders any interest in any Loan,
it has purchased and assumed such interest without recourse and without representation
or warranty except as expressly set forth in Section 3.4.  Such purchase and assumption shall include
that portion of the Existing Lenders’ obligations to fund unfunded Approvals
equal to the percentage of the Floorplan Loans purchased by such New Lender.


 


3.4.  Each
Existing Lender represents and warrants that it is the legal and beneficial
owner of its Loans and that such interest is free and clear of any adverse
claim.


 


3.5.  Each
New Lender (i) confirms, covenants and agrees that it has received a copy
of the Original Credit Agreement and all prior amendments (if any), the Loan
Documents, together with copies of the Financial Statements referred to therein
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Agreement and become a
Lender, and confirms and covenants that it has entered into this Agreement and
agreed to become a Lender based on its own credit analysis and decision and
without reliance upon any information provided by, or statement made by,
Administrative Agent or any other Lender; (ii) agrees that it will,
independently and without reliance upon the Administrative Agent, any Existing
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Original Credit Agreement; (iii) confirms
that it is an Eligible Assignee (assuming the Administrative Agent approves of
such New Lender as contemplated in the definition of “Eligible Assignee”); (iv) appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers and discretion under the Original Credit
Agreement as are delegated to the Administrative Agent by the terms thereof; (v) agrees
that it will perform in accordance with their terms all of the obligations that
by the terms of the Original Credit Agreement and the other Loan Documents are
required to be performed by it as a Lender; and (vi) agrees that it will
promptly provide to Administrative Agent any U.S. Internal Revenue Service or
other forms required under the Original Credit Agreement.


 


3.6.  Upon
the effectiveness of this Agreement and the funding by each New Lender of the
amounts directed to be funded by it by the Administrative Agent as set forth in
Section 3.2 hereof, such New Lender shall be a Lender for all purposes
under the Original Credit Agreement and the other Loan Documents.  From and after the effective date of this
Agreement, the Administrative Agent shall make all payments under the Original
Credit Agreement and the Notes consistent with the pro-rata shares of the
Lenders.


 


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


 


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


 


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4.2.                            References
to Required Lenders; Minimum Exposure. 
Section 2.5 of the Original Credit Agreement is hereby deleted and replaced with
the following:


 


2.5.                            References
to Required Lenders; Minimum Exposure. 
Subject to the provisions of Section 7.8
with regards to a Defaulting Lender, the words “Required Lenders” means any one
or more Lenders whose shares of Lenders’ Exposure at the relevant time
aggregate at least 66.6667%; provided, however, while there is more than one
Lender, Required Lenders shall mean a minimum of two Lenders whose shares of
Lenders’ Exposure at such time aggregate at least such percentage.  GECDF, in its capacity as a Lender, shall
hold a pro-rata portion of the Aggregate Facilities at least equal to or
greater than the Aggregate Facility of each other Lender individually;
provided, however, that after an acceleration of the Loan Obligations or upon
the occurrence and during the continuance of an Event of Default, GECDF shall
be permitted to assign all or any portion of its Facilities and the foregoing
restriction shall not be applicable after any such assignment.


 


4.3.                            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 Sixty-Five Million Dollars ($165,000,000) by
funding such Lender’s pro-rata share thereof as provided for herein.”


 


4.4.                            Floorplan
Loan Approvals.  The last sentence of Section 3.2.6 of the
Original Credit Agreements is deleted and replaced with the following:


 


“A request from a Vendor to
Administrative Agent to finance Borrower’s purchase of Inventory will be deemed
to be a request from Borrower for a Floorplan Loan Advance or an Interim
Floorplan Loan Advance, as the case may be.”


 


4.5.                            Prime
Increments and LIBOR Increments.  The penultimate sentence of Section 4.8 of
the Original Credit Agreements is deleted and replaced with the following:


 


“For the Floorplan Loan
Facility and Interim Floorplan Loan Facility, the Prime Increments and LIBOR
Increments set forth above are used only for determining that interest rate
payable by Administrative Agent to the Lenders pursuant to Section 4.5.”


 


4.6.                            Repayment
of Swingline Loan and Interim Floorplan Loan.  The last sentence of Section 7.4.1 of
the Original Credit Agreements is deleted and replaced with the following:


 


“Each such remittance by a
Lender shall be made in accordance with its pro-rata share of the Aggregate
Revolving Loan Facility or the Floorplan Loan Facility and shall be made
notwithstanding that (i) the amount of the aggregate of such remittances
by Lenders may not be in the minimum amount for Revolving Loan Advances
otherwise required hereunder, (ii) any conditions to Advances in Section 10
may not be then satisfied, (iii) an Event of Default has occurred and is
continuing, (iv) the aggregate amount of such remittances by Lenders would
result in the Aggregate Revolving Loan exceeding the Maximum Available Amount,
or (v) such remittances by Lenders may be made after the effective date of
termination of the Aggregate Revolving Loan Facility; provided, however, that
in no event shall any Lender be required to make any such remittance that


 


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would result in (1) the
sum of (a) the Revolving Loan of such Lender, plus (b) such Lender’s
pro-rata share of the Letter of Credit Exposure exceeding such Lender’s Revolving
Loan Facility or (2) the Floorplan Loan of such Lender exceeding such
Lender’s Floorplan Loan Facility.”


 


4.7.                            All
Fundings Ratable.  Section 7.7.3 of the Original Credit Agreement is deleted
and replaced with the following:


 


“7.7.3              All Fundings Ratable.  All
fundings of Advances (other than Swingline Advances and Interim Floorplan Loan
Advances) shall be made by Lenders as provided herein in accordance with their
pro-rata shares of the respective Aggregate Facilities, as applicable.  A Lender shall not be obligated to fund
Revolving Loan Advances that would result in such Lender’s Revolving Loan plus
such Lender’s pro-rata share of the Letter of Credit Exposure exceeding its
Revolving Loan Facility, fund Floorplan Loan Advances that would result in its
Floorplan Loan exceeding its Floorplan Loan Facility, or make available any
more than its pro-rata share of any Advance.”


 


4.8.                            Minimum
Tangible Net Worth.  Section 15.2 of the Original Credit Agreement is deleted
and replaced with the following:


 


“15.2                 Minimum Tangible
Net Worth.  Borrower covenants that consolidated Tangible Net Worth on the last day
of each fiscal month shall be not less than Sixty Million Dollars
($60,000,000).”


 


5.              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 action 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.


 


6.              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.


 


7.              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.


 


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8.              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 Fourth Amendment to Credit Facilities Agreement.


 


9.              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.


 


10.       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.


 


11.       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).


 


12.       Notice—Oral Commitments Not
Enforceable.  The following 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 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.  TO PROTECT YOU
(BORROWER) 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.


 


13.       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


 


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


 


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

  
						



 


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

  



 


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Exhibit A



Documents and Requirements


 


1.               Fourth Amendment to Credit
Facilities Agreement.


 


2.               Third Amended and Restated
Revolving Note in the amount of $49,090,909.23 to GE Commercial Distribution Finance
Corporation.


 


3.               Second Amended and Restated
Revolving Note in the amount of $13,636,363.59 to SunTrust Bank.


 


4.               Revolving Note in the amount
of $16,363,636.29 to Wachovia Bank, National Association.


 


5.               Revolving Note in the amount
of $10,909,090.89 to Manufacturers and Traders Trust Company.


 


6.               Master Assignment and
Acceptance Agreement among GE Commercial Distribution Finance Corporation,
SunTrust Bank, Wachovia Bank, National Association, and Manufacturers and
Traders Trust Company.


 


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


 


8.               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 Fourth Amendment to Credit Facilities Agreement, and the execution of
the Amended and Restated Revolving Notes and the Revolving Notes listed herein.


 


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


 


10.         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 Fourth Amendment to Credit Facilities Agreement, and the execution of
the Amended and Restated Revolving Notes and the Revolving Notes listed herein.


 


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


 





















 


Exhibit 3



LENDERS’ FACILITIES AND PRO-RATA SHARES


 


	
  LENDER

  	
   

  	
  TOTALS(1)

  	
   

  	
  REVOLVING

  LOAN

  FACILITY

  	
   

  	
  FLOORPLAN

  LOAN

  FACILITY

  	
   

  	
  PRO-RATA

  SHARES

  	
   

  
	
  GE
  Commercial Distribution Finance

  	
   

  	
  $

  	
  90,000,000.00

  	
   

  	
  $

  	
  49,090,909.23

  	
   

  	
  $

  	
  90,000,000.00

  	
   

  	
  54.54

  	
  %

  
	
  SunTrust
  Bank

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
  $

  	
  13,636,363.59

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
  15.15

  	
  %

  
	
  Wachovia
  Bank, National Association

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  	
  $

  	
  16,363,636.29

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  	
  18.18

  	
  %

  
	
  Manufacturers
  and Traders Trust Company

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  	
  $

  	
  10,909,090.89

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  	
  12.12

  	
  %

  
	
  AGGREGATES

  	
   

  	
  $

  	
  165,000,000.00

  	
   

  	
  $

  	
  90,000,000.00

  	
   

  	
  $

  	
  165,000,000.00

  	
   

  	
  100.00

  	
  %

  



 










(1) 
Subject to the Total Aggregate Credit Facility Limit of $165,000,000 - 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 $165,000,000 Aggregate Floorplan Loan Facility).


 


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