Exhibit 10.1





Exhibit 10.1




FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (as may be modified from time to
time, this “First Amendment”) effective February 24, 2011 (the “Effective Date”),
is made to that certain Amended and Restated Credit Agreement dated as of the 19th day
of October, 2010, as amended (the “Credit Agreement”), by and among GTSI Corp., a Delaware
corporation (“Reseller”), Castle Pines Capital LLC, a Delaware limited liability company
(as an individual administrative agent, or as a lender, as the context may require, “CPC”)
and Wells Fargo Capital Finance, LLC, a Delaware limited liability company, formerly known as Wells
Fargo Foothill, LLC (in its capacity as the collateral agent for the benefit of Lenders, the
“Collateral Agent,” in its capacity as an individual administrative agent, “WFF”
and, together with CPC, “Administrative Agents”), CPC as lender and the other lenders
listed on Exhibit 3 of the Credit Agreement and the signature pages hereto (and their
respective successors and permitted assigns), (collectively, “Lenders”).



WITNESSETH:




WHEREAS, Lenders have extended certain credit facilities to the Reseller pursuant to the
Credit Agreement.



NOW, THEREFORE, pursuant to the provisions of Section 21.2 of the Credit Agreement,
CPC and the Required Lenders hereby consent to this First Amendment and agree, subject to the
conditions set forth herein, to amend the Credit Agreement on the terms set forth herein.




SECTION 1. Definitions. All capitalized terms used but not otherwise defined herein
shall have the meanings given to such terms in the Credit Agreement.




SECTION 2. Amendments to Credit Agreement.




Section 3.5.3 of the Credit Agreement is hereby amended by deleting it in its
entirety and existing and replacing it with the following:




“3.5.3.1. If the Facilities are not sooner terminated as contemplated by
Section 3.5.2 of this Agreement, then, notwithstanding anything contained in
this Agreement to the contrary, the Facilities shall automatically terminate on the
Termination Date (defined below) unless no fewer than sixty (60) days prior to May
27, 2011, Administrative Agents, Reseller and all of the Lenders affirmatively agree
in writing, in each of their respective sole and absolute discretion (each, a
“Renewing Lender” and collectively the “Renewing Lenders”), to renew
the Facilities for an additional 365-day period on the terms and conditions
contained herein (a “Renewal”) provided, however, a Renewal may also occur
if one or more Lenders chooses to terminate such Lender’s Pro Rata Share (each, a
“Terminating Lender”) and (i) such Terminating Lender or Terminating
Lenders’ Pro Rata Share is assigned to an Eligible Assignee pursuant to Section
19.4 of this Agreement prior to a Termination Date or (ii) if clause (i) of this
Section 3.5.3.1 does not apply, such Terminating Lender or Terminating
Lenders’ Pro-Rata Share becomes subject to the provisions of Section 3.5.3.2
of this Agreement. If no Renewal has occurred, “Termination Date” means the
earliest of: (a) the termination of the Facilities by Administrative Agents or
Required Lenders pursuant to the provisions of Section 3.5.1, (b) the
sixtieth (60th) day after written notice is delivered by Administrative Agents or
Required Lenders to Reseller informing Reseller of the determination by
Administrative Agents or the Required Lenders to terminate the Facilities in their
sole discretion or (c) May 27, 2011. Notwithstanding the foregoing, if one or more
Renewals have occurred, “Termination Date” means the earliest of (a) the


 


 









 







termination of the Facilities by Administrative Agents or Required Lenders pursuant
to the provisions of
Section 3.5.1, (b) the sixtieth (60th) day after written notice is
delivered by Administrative Agents or Required Lenders to Reseller informing
Reseller of the determination by Administrative Agents or Required Lenders to
terminate the Facilities in their sole discretion or (c) the date which is the last
day of the 365-day period for which the Facilities were most recently extended
pursuant to a Renewal. None of Administrative Agents nor any Lender shall be
obligated to provide Reseller notice (written or oral) of a Termination Date arising
pursuant to Section 3.5.1. If written evidence of a Renewal is not executed
by Administrative Agents, all of Lenders and Reseller as required herein, then this
Agreement and the Loan Documents shall terminate on the Termination Date without
further action or notice by any Party.




3.5.3.2 If, pursuant to the provisions of Section 3.5.3.1, all Lenders are
not Renewing Lenders and the provisions of clause (i) of Section 3.5.3.1 do
not apply, (i) that portion, if any, of the Pro-Rata Share of each Terminating
Lender in excess of the aggregate Pro-Rata Share of each Renewing Lender, or that
portion, if any, of the Pro-Rata Share of each Terminating Lender in excess of that
portion of the Aggregate Facilities which CPC has agreed to hold, as the case may
be, (the “Unassigned Pro-Rata Share”) shall no longer be effective and shall
not be taken into account in determining the Pro-Rata Share of each Renewing Lender
or CPC’s Pro-Rata Share, as the case may be, hereunder, (ii) the Total Facility
Limit shall be reduced by the Unassigned Pro-Rata Share applicable at any time, and
(iii) the Administrative Agents may at any time assign to an Eligible Assignee all
or any portion of the Unassigned Pro-Rata Share in accordance with Section
19.4 hereunder, whereupon such Unassigned Pro-Rata Share shall become effective
as the Pro-Rata Share of such Eligible Assignee and, to the extent of such Eligible
Assignee’s assigned commitment, the Unassigned Pro-Rata Share shall be reduced and
the Total Facility Amount shall be restored.”




SECTION 3. Conditions to Effectiveness. The effectiveness of this First Amendment
is expressly conditioned upon the receipt by the Administrative Agents of counterparts
hereof signed in number sufficient for each of the parties hereto.




SECTION 4. Representations and Warranties. Resellers hereby represent and warrant
as follows:




A. The Credit Agreement, as amended hereby, constitutes legal, valid and binding
obligations of Resellers and is enforceable against Resellers in accordance with its terms.




B. Upon the Effective Date, Resellers hereby reaffirm all covenants, representations
and warranties made in the Original Credit Agreement to the extent the same are not amended
hereby and agrees that all such covenants, representations and warranties shall be deemed to
have been remade as of the Effective Date.




C. No Event of Default or Default has occurred and is continuing or would exist after
giving effect to this Second Amendment which has not been separately disclosed to and/or
waived by CPC.




SECTION 5. Effect on the Credit Agreement.




A. Upon the effectiveness of this First Amendment, each reference in the Credit
Agreement to “this Credit Agreement,” “hereunder,” “hereof,” “herein” or words of like
import shall mean and be a reference to the Credit Agreement as amended hereby.


 


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B. Except as specifically amended herein, the Credit Agreement and all other documents,
instruments and agreements executed and/or delivered in connection therewith, shall remain
in full force and effect, and are hereby ratified and confirmed.




C. The execution, delivery and effectiveness of this First Amendment shall not operate
as a waiver of any right, power or remedy of Lenders, nor constitute a waiver of any
provision of the Credit Agreement, or any other documents, instruments or agreements
executed and/or delivered under or in connection therewith.




SECTION 7. Governing Law. This First Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns and shall be
governed by and construed in accordance with the laws of the State of Colorado.




SECTION 8. Headings. Section headings in this First Amendment are included herein
for convenience of reference only and shall not constitute a part of this First Amendment
for any other purpose.




SECTION 9. Counterparts. This First Amendment may be executed by the parties hereto
in one or more counterparts, each of which taken together shall be deemed to constitute one
and the same instrument.



SIGNATURES APPEAR ON NEXT PAGE




 


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IN WITNESS WHEREOF, the undersigned (by their duly authorized officers, where appropriate)
have executed this First Amendment effective as of the date and year first above written.



CASTLE PINES CAPITAL LLC,

as Administrative Agent and a Lender



	 	 	 	 	 	 	 
	By:	 	/s/ John Schmidt	 	 
	 	 	 	 	 
	 

	 	Name:
	 	John Schmidt	 	 
	 

	 	Title:
	 	Managing Partner	 	 






WELLS FARGO CAPITAL FINANCE, LLC

as Administrative Agent and Collateral Agent



	 	 	 	 	 	 	 
	By:	 	/s/ John Hanley	 	 
	 	 	 	 	 
	 

	 	Name:
	 	John Hanley	 	 
	 

	 	Title:
	 	Executive Vice President — Division Portfolio Manager	 	 






Notice Address — Administrative Agents:



c/o Castle Pines Capital LLC

116 Inverness Drive East, Suite 375

Englewood, CO 80112

Attn: Mr. John Schmidt

FAX # (303) 209-1906

TEL # (303) 209-1941

jschmidt@castlepinescapital.com





with a copy to



Mr. Robert A. Breindel

General Counsel and Secretary

FAX # (303) 209-1937

TEL # (303) 209-1906

rbreindel@castlepinescapital.com





with a copy to



Wells Fargo Capital Finance, LLC

14241 Dallas Parkway, Suite 1300

Dallas, TX 75254

Attn: Mr. John C. Reniger

FAX # (972) 661-0537

TEL # (972) 851-9113

john.reniger@wellsfargo.com



 


 









 





IN WITNESS WHEREOF, the undersigned (by their duly authorized officers, where appropriate) have
executed this First Amendment effective as of the date and year first above written.



U.S. BANK NATIONAL ASSOCIATION,

as a Lender



	 	 	 	 	 	 	 
	By:	 	/s/ Daryl Hagstrom	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Daryl Hagstrom	 	 
	 

	 	Title:
	 	Senior Vice President, 

U.S. Bank Asset Based Finance	 	 






Notice Address:

U.S. Bank, National Association

7th & Washington, 5th Floor

St. Louis, MO 63101

Attn: Daryl Hagstrom

FAX # 314-418-8556

TEL # 314-418-8323

Daryl.A.Hagstrom@usbank.com



 


 









 





IN WITNESS WHEREOF, the undersigned (by their duly authorized officers, where appropriate) have
executed this First Amendment effective as of the date and year first above written.



GTSI CORP., as Reseller




	 	 	 	 	 	 	 
	By:	 	/s/ Sterling Phillips	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Sterling Phillips	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 






Notice Address for Reseller:



GTSI Corp.

2553 Dulles View Drive, Suite 100

Herndon, Virginia 20171-5219

Attn: Legal Department

Telecopy No.: 703-222-5217

Email: Legal@gtsi.com




with a copy (which shall not constitute notice) to:



Carter Strong, Esq.

Arent Fox LLP

1050 Connecticut Avenue, N.W.

Washington, D.C. 20036

Telecopy No. 202-857-6395

strong.carter@arentfox.com