Exhibit 10.2


 


SECOND AMENDMENT TO

CREDIT FACILITIES AGREEMENT


 


This
SECOND AMENDMENT TO CREDIT FACILITIES AGREEMENT (this “Agreement”) is entered
into and effective as of July 29, 2004, by and among GTSI Corp, a Delaware
corporation (“GTSI”), Technology Logistics, Inc., a Delaware corporation (“TLI”),
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 (the “Original Credit Agreement”).


 


B.        The Original Credit Agreement contemplates
that Affiliates or Subsidiaries of GTSI may join GTSI as a Borrower under the
Original Credit Agreement from time to time, provided that any such new
Borrower receive the written consent of the Lenders.


 


C.        TLI, a wholly-owned subsidiary of GTSI,
desires to join GTSI as a “Borrower” under the Original Credit Agreement.  The Administrative Agent and the Lenders
hereby consent to such joinder pursuant to the terms, conditions and provisions
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 and/or TLI, as applicable.
Each document, note, certificate or agreement listed on Exhibit A and signed by
GTSI or TLI 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.     Joinder of Technology Logistics, Inc. as a Borrower.  TLI
hereby irrevocably covenants and agrees that by execution of this Agreement,
TLI is, for all purposes, a Borrower under the Original Credit Agreement and
other Loan Documents and it is jointly and severally liable, as a maker and not
an accommodation party, for the payment and performance of all Loan Obligations
and all covenants, agreements and obligations of the Borrower contained in the Original
Credit Agreement and the other Loan Documents, in each case whether now
existing or hereafter arising as if TLI were a signatory to the Original Credit
Agreement and other Loan


 





















 


Documents
on the date of execution thereof. In this Agreement, each document executed in
connection herewith, for all purposes under the Original Credit Agreement and
the Loan Documents, and hereafter, all references to “Borrowers” or “Borrower”
or “Covered Person” or “Covered Persons” in the Original Credit Agreement and
in any other Loan Document shall be deemed to include, and shall hereby
include, each of GTSI and TLI.


 


4.     Covenants, Representations and Warranties.  TLI
hereby represents and warrants to Administrative Agent and each Lender that,
except as listed on the Disclosure Schedule attached hereto as Exhibit B, each
of the representations and warranties contained in Section 11 of the Original
Credit Agreement and other Loan Documents are true and correct in all material respects
with respect to it with the same force and effect as if made by it on and as of
the date of this Agreement (except that with respect to the representations and
warranties made in the Original Credit Agreement regarding financial data, such
representations and warranties shall be deemed made with respect to the most
recent Financial Statements and other financial data delivered to
Administrative Agent as required by the Credit Agreement).


 


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


 


“3.2.1. Floorplan Loan Facility Generally. 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 Million Dollars ($100,000,000) by funding such Lender’s pro-rata share
thereof as provided for herein.”


 


5.3.  Investment in Eyak Technology, LLC.  GTSI desires to make an Investment in Eyak Technology,
LLC (“Eyak”), by way of a revolving loan up to an aggregate principal amount of
$1,500,000 evidenced by written loan documents, including a loan and security
agreement and revolving promissory note (“Eyak Investment”). Notwithstanding
the limitations of Sections 14.1.7 and 14.15 of the Original Credit Agreement,
GTSI shall be permitted to make the Eyak Investment, and such Investment will
not count toward the aggregate annual Investment limitation pursuant to Section
14.1.7 of the Original Credit Agreement.


 


5.4. Eligible Account Amendment with regard to TLI.  Clause
(ii) of Section 3.1.5 of the Original Credit Agreement is hereby deleted and
replaced with the following:


 


“(ii)
any Account which remains unpaid as of 90 days after the original date of the
applicable invoice, except the foregoing period shall be 120 days for any
Account for which the Account Debtor is a Governmental Authority and 90 days
for any Account of TLI;”


 


6.     Representations and
Warranties of Borrower. Each
Borrower, including TLI, hereby represents and warrants to Administrative Agent
and the Lenders that (i) Borrowers’ execution of this Agreement


 


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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 Borrower 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 Existing
Default.


 


7.     Reaffirmation.  Each Borrower, including TLI, 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.  Borrower 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 Second 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 Borrower hereby agree that all of the terms of the Loan
Documents are incorporated in and made a part of this Agreement by this
reference.


 


13.  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


 


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


 


{remainder
of page intentionally left blank; signature page immediately follows}


 


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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/ Terri Allen

  	
   

  	
   

  
	
  Name: Terri Allen

  	
   

  
	
  Title: President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  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

  	
   

  
									



 


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Exhibit A


 


Documents and Requirements


 


1.               Second Amendment to Credit Facilities
Agreement.


 


2.               Second Amended and Restated Revolving Note in
the amount of $72,000,000.00 to GE Commercial Distribution Finance Corporation
executed by each Borrower.


 


3.               Amended and Restated Revolving Note in the
amount of $18,000,000.00 to SunTrust Bank executed by each Borrower.


 


4.               Amended and Restated Swingline Note in the
amount of $25,000,000 to GE Commercial Distribution Finance Corporation
executed by each Borrower.


 


5.               Security Agreement executed by TLI.


 


6.               Officer Solvency Certificate from TLI


 


7.               Amendment No. 1 to Blocked Account Agreement
adding TLI thereto.


 


8.               Secretary’s Certificate of TLI, including
resolutions authorizing this Agreement and each document executed in connection
therewith, incumbency certificate, certified formation documents and bylaws.


 


9.               Authorizing resolutions of GTSI.


 


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


 


11.         Current Insurance Certificates for Borrower
and each Covered Person evidencing that Borrower and each Covered Person,
including TLI has in force insurance meeting the applicable requirements of the
Original Credit Agreement.


 


12.         Opinion of Counsel to TLI.


 


13.         Compliance Certificate from Borrowers.


 


14.         Borrowing Base Certificate from Borrowers.


 


15.         Financial Statements with respect to TLI.


 





















 


Exhibit B


 


Disclosure Schedule


 


Nothing, if nothing listed.


 





















 


Exhibit 3


 


LENDERS’ FACILITIES AND PRO-RATA SHARES


 


	
  LENDER

  	
   

  	
  TOTALS(1)

  	
   

  	
  REVOLVING

  LOAN

  FACILITY

  	
   

  	
  FLOORPLAN

  LOAN

  FACILITY

  	
   

  	
  PRO-RATA

  SHARES

  	
   

  
	
  GE Commercial Distribution Finance

  	
   

  	
  $

  	
  100,000,000.00

  	
   

  	
  $

  	
  72,000,000.00

  	
   

  	
  $

  	
  80,000,000.00

  	
   

  	
  80

  	
  %

  
	
  SunTrust Bank

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
  $

  	
  18,000,000.00

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  	
  20

  	
  %

  
	
  AGGREGATES

  	
   

  	
  $

  	
  125,000,000.00

  	
   

  	
  $

  	
  90,000,000.00

  	
   

  	
  $

  	
  100,000,000.00

  	
   

  	
  100.00000

  	
  %

  



 


 










(1)
Subject to the Total Aggregate Credit Facility Limit of $125,000,000 - 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 $100,000,000 Aggregate Floorplan Loan Facility).