Exhibit 10.4





Exhibit 10.4



SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT




THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT (as may be
modified from time to time, this “Second Amendment”) effective July 24, 2009 (the
“Effective Date”), is made to that certain Credit Agreement dated as of the May 27, 2009,
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 Foothill, LLC, a Delaware limited liability company (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”) and
CPC initially as sole lender as listed on Exhibit 3 of the Original Credit Agreement and the
signature pages thereto (and its successors and permitted assigns), (the “Lender”) and to
that certain Security Agreement dated as of May 27, 2009 between Reseller and Collateral Agent
(“Security Agreement”).



WITNESSETH:




WHEREAS, Reseller has requested that the Lender amend the Credit Agreement pursuant to the
terms of this Amendment.



WHEREAS, Section 21.2 of the Credit Agreement prohibits any amendment to or
modification of any provision of the Credit Agreement, or of any of the other Loan Documents unless
it is in writing and signed by authorized officers of Reseller and Required Lenders.



NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the mutuality, receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:



SECTION 1. Definitions. All capitalized terms used and not defined herein shall have
the meanings assigned thereto in the Credit Agreement.




SECTION 2. Amendments.



1. Pursuant to Section 21.2 of the Credit Agreement and effective in accordance with
Section 3 hereof, the Credit Agreement shall be and hereby is amended as follows:



A. The following definitions are hereby inserted in Exhibit 2.1 of Section
2.1 of the Credit Agreement in the proper alphabetical sequence:



(i) “‘BANK PRODUCT’ — any financial accommodation extended to Reseller or its
Subsidiaries by a Bank Product Provider (other than pursuant to the Credit Agreement) including:
(a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards
(including so-called “procurement cards” or “P-cards”), (e) ACH Transactions, (f) cash management,
including controlled disbursement, accounts or services, or (g) transactions under Hedge
Agreements.”



(ii) “‘BANK PRODUCT AGREEMENTS’ — those agreements entered into from time to time by
Reseller or its Subsidiaries with a Bank Product Provider in connection with the obtaining of any
of the Bank Products.”



(iii) “BANK PRODUCT COLLATERALIZATION” — providing cash collateral (pursuant to
documentation reasonably satisfactory to Collateral Agent) to be held by Collateral Agent for the
benefit of the Bank Product Providers in an amount determined by Administrative Agents as
sufficient to satisfy the reasonably estimated credit exposure with respect to the then existing
Bank Product Obligations.”


 


 









 





(iv) “‘BANK PRODUCT OBLIGATIONS’ means (a) all obligations, liabilities, reimbursement
obligations, fees, or expenses owing by Reseller or its Subsidiaries to any Bank Product Provider
pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of
money, whether direct or indirect, absolute or contingent, due or to become due, now existing or
hereafter arising and all amounts that Reseller or its Subsidiaries are obligated to reimburse to
Administrative Agents or any member of the Lenders as a result of Administrative Agents or such of
the Lenders purchasing participations from, or executing guarantees or indemnities or reimbursement
obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank
Product Provider to Reseller or its Subsidiaries.”



(v) “‘BANK PRODUCT PROVIDER’ means initially, Wells Fargo Bank N.A., any Lender or any
of their Affiliates.”



(vi) “‘BANK PRODUCT RESERVE’ means, as of any date of determination, the amount of
reserves that Administrative Agents have established (based upon the Bank Product Providers’
reasonable determination of the credit exposure of Reseller and its Subsidiaries in respect of Bank
Products that qualify as Bank Product Obligations pursuant to the requirements of the proviso set
forth in the definition of Bank Product Obligations) in respect of Bank Products then provided or
outstanding that qualify as Bank Product Obligations pursuant to the requirements of the proviso
set forth in the definition of Bank Product Obligations.”



(vii) “‘HEDGE AGREEMENT’ means any and all agreements or documents now existing or
hereafter entered into by Reseller or any of its Subsidiaries that provide for an interest rate,
credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction,
currency swap, cross currency rate swap, currency option, or any combination of, or option with
respect to, these or similar transactions, for the purpose of hedging Reseller’s or any of its
Subsidiaries’ exposure to fluctuations in interest or exchange rates, loan, credit exchange,
security, or currency valuations or commodity prices.”



(vii) “‘SECOND AMENDMENT’ — that certain Second Amendment to Credit Agreement and
First Amendment to Security Agreement entered into among Reseller, Administrative Agents,
Collateral Agent and the Lenders on the Effective Date.”



B. The definition, “INDEBTEDNESS” is hereby deleted in its entirety and the following
definition is inserted in lieu thereof in Exhibit 2.1 of Section 2.1 of the Credit
Agreement in the proper alphabetical sequence:



“‘Indebtedness’ — as to any Person at any particular date, any contractual
obligation enforceable against such Person (i) to repay borrowed money; (ii) to pay the deferred
purchase price of property or services; (iii) to make payments or reimbursements with respect to
Bank Products, bank acceptances or to a factor; (iv) to make payments or reimbursements with
respect to letters of credit whether or not there have been drawings thereunder; (v) with respect
to which there is any Security Interest in any property of such Person; (vi) to make any payment or
contribution to a Multi-Employer Plan; (vii) that is evidenced by a note, bond, debenture or
similar instrument; (viii) under any conditional sale agreement or title retention agreement; (ix)
all Liabilities (as defined by GAAP) under any Capital Lease or (x) to pay interest or fees with
respect to any of the foregoing. Indebtedness also includes any other Obligation that
either (i) is non-contingent and liquidated in amount or (ii) should under GAAP be included in
liabilities and not just as a footnote on a balance sheet.”



C. Section 3.1.5 of the Credit Agreement, BORROWING BASE, is hereby deleted in its entirety
and the following new Section 3.1.5 is substituted in lieu thereof, to read as follows:




“3.1.5 Borrowing Base. The ‘BORROWING BASE’ on any date shall equal the sum of:




 


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(a) 85% of the total outstanding principal balance of all Eligible Accounts that are not Eligible Government Accounts, as certified in the Borrowing Base Certificate most
recently furnished to Administrative Agents as required in Section 14.15.1.1;
plus




(b) 90% of the total outstanding principal balance of all Eligible Government Accounts,
as certified in the Borrowing Base Certificate most recently furnished to Administrative
Agents as required in Section 14.15.1.1; plus




(c) 100% of the cost of the Floorplanned Inventory as certified in the Borrowing Base
Certificate most recently furnished to Administrative Agents as required in Section
14.15.1.1; minus




(d) the sum of (i) the Bank Product Reserve and (ii) the aggregate amount of reserves
against the Borrowing Base, if any, established by Administrative Agents pursuant to
Section 3.1.7.”



D. Subsection 15.5 of the Credit Agreement within Section 15, Negative Covenants, is amended
by deleting Section 15.5 in its entirety and substituting, in lieu thereof, the following
new Section 15.5, to read as follows:



“15.5 Indirect Obligations. Create, incur, assume or allow to exist
any Indirect Obligations except (a) Indirect Obligations existing on the Execution
Date and disclosed on Disclosure Schedule Section 12.21, (b) Indirect
Obligations with respect to Indebtedness permitted by Section 15.2 and
otherwise permitted under this Agreement and (c) Indirect Obligations with respect
to (i) Indebtedness of one or more other Covered Persons that is permitted by
Section 15.2 and otherwise permitted under this Agreement or (ii) any
Obligations of one or more other Covered Persons that are permitted under this
Agreement.”



E. Section 17.4 of the Credit Agreement is amended by deleting Section 17.4 in its entirety
and substituting, in lieu thereof, the following new Section 17.4, to read as follows:



“17.4. Application of Funds. Any funds received by Lenders or Administrative Agents for the
benefit of Lenders with respect to any Loan Obligation after its Maturity or acceleration thereof,
including proceeds of Collateral, shall be applied as follows: (a) first, to reimburse to
Administrative Agents all unreimbursed costs and expenses paid or incurred by Administrative Agents
that are payable or reimbursable by Reseller hereunder; (b) second, to ratably reimburse Lenders
based on their respective Pro-Rata Shares for any amounts due to Lenders under Section
19.6; (c) third, to ratably reimburse to Lenders based on their respective Pro- Rata Shares for
unreimbursed costs and expenses paid or incurred by Lenders (including costs and expenses incurred
by an Administrative Agent as a Lender that are not reimbursable as provided in the first clause)
that are payable or reimbursable by Reseller hereunder; (d) fourth, to the payment of interest
accrued on the Loans to each of Lenders based on their respective Pro-Rata Shares; (e) fifth,
ratably to (i) the payment of the Loans of each of Lenders, in such order as each Lender determines
in its absolute discretion, and (ii) to Letter of Credit Issuer as cash collateral for the Letter
of Credit Exposure; (f) sixth, ratably to the payment of the other Loan Obligations based on each
Lender’s respective Pro-Rata Shares and (g) seventh, to the payment of Bank Product Obligations.
Any remaining amounts shall be applied to payment of all the Obligations to Administrative Agents.
Any further remaining amounts shall be paid to Reseller or such other Persons as shall be legally
entitled thereto. Except as expressly provided otherwise herein, Lenders may apply, and reverse
and reapply, payments and proceeds of the Collateral to the Loan Obligations in such order and
manner as Lenders determine in their absolute discretion. Reseller hereby irrevocably waive the
right to direct the application of payments and proceeds of the Collateral. Notwithstanding the
foregoing, Administrative Agents and Lenders may, with respect to the Aggregate Floorplan Loan
Facility, apply: (a) at any time, payments to reduce interest charges first and then principal,
regardless of Reseller’s instructions; and (b) principal payments to the oldest (earliest) invoice
for Collateral financed by Administrative Agents and
Lenders under the Aggregate Floorplan Loan Facility (including the Interim Floorplan Loan
Facility), but, in any event, all principal payments will first be applied to such Collateral
financed by Administrative Agents and Lenders under the Aggregate Floorplan Loan Facility
(including the Interim Floorplan Loan Facility) which is sold, lost, stolen, damaged, rented,
leased, or otherwise disposed of or unaccounted for.”


 


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2. Pursuant to Section 19 of the Security Agreement and effective in accordance with
Section 3 hereof, the Collateral Agent hereby agree to amend the Security Agreement by
deleting the following definitions in their entirety and inserting the following definitions in
lieu thereof in Section 1 of the Security Agreement in the proper alphabetical sequence::




A. “‘Secured Obligations’ means the Loan Obligations and the Bank Product
Obligations.”




B “‘Holders of Secured Obligations’ means the (i) holders of Secured
Obligations from time to time and refers to (a) each Lender in respect of its Loans, (b)
Administrative Agent and the Lenders in respect of all other current and future obligations
and liabilities of the Grantor or any guarantor of the Secured Obligations of every type and
description arising under or in connection with this Agreement or any other Loan Document
and (c) each Person benefiting from indemnities made by Grantor or any guarantor hereunder
or under other Loan Documents; and (ii) Holders of Bank Product Obligations and each of
their respective successors, transferees and assigns.”



SECTION 3. Conditions to Effectiveness. The effectiveness of this Second Amendment
is expressly conditioned upon the receipt by the Administrative Agents and Collateral Agent of at
least one counterpart hereof signed by each of the parties hereto.



SECTION 4. Representations and Warranties. The Reseller hereby represents and
warrants as follows:



A. Each of the Credit Agreement and the Security Agreement, as amended hereby, constitutes
legal, valid and binding obligations of the Reseller and is enforceable against the Reseller in
accordance with its terms.



B. Upon the Effective Date, the Reseller hereby reaffirms all covenants, representations and
warranties made in the Original Credit Agreement and the Security 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 the
Required Lenders.


 


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SECTION 5. Effect on the Credit Agreement.



A. Upon the effectiveness of this Second Amendment, each reference in the Original 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.



B. Except as specifically amended herein, the Original Credit Agreement and the Security
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 Second Amendment shall not operate as a
waiver of any right, power or remedy of the Lenders, nor constitute a waiver of any provision of
the Original Credit Agreement, the Security Agreement, or any other documents, instruments or
agreements executed and/or delivered under or in connection therewith.



SECTION 6. Governing Law. This Second 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 New York.



SECTION 7. Headings. Section headings in this Second Amendment are included herein
for convenience of reference only and shall not constitute a part of this Second Amendment for any
other purpose.



SECTION 8. Counterparts. This Second 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.



SECTION 9. Counterpart Facsimile Execution. For purposes of this Second Amendment, a
document (or signature page thereto) signed and transmitted by facsimile machine is to be treated
as an original document. The signature of any Person thereon, for purposes hereof, is to be
considered as an original signature, and the document transmitted is to be considered to have the
same binding effect as an original signature on an original document. No party hereto may raise
the use of a facsimile machine or the fact that any signature was transmitted through the use of a
facsimile machine as a defense to the enforcement of the Credit Agreement, as amended hereby.



SIGNATURES APPEAR ON NEXT PAGE



 


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IN WITNESS WHEREOF, the undersigned (by their duly authorized officers, where appropriate)
have executed this Second 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 FOOTHILL, 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 Foothill, LLC

14241 Dallas Parkway, Suite 1300

Dallas, TX 75254

Attn: Mr. John Hanley

FAX # (972) 386-1844

TEL # (972) 851-9120

john.hanley@wellsfargo.com



 


 









 





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



U.S. Bank National Association,

as a Lender



By: /s/ Jeffrey Gruender

Name: Jeffrey Gruender

Title: Vice President, U.S. Bank Asset Based Finance


 


 









 





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



GTSI Corp., as Reseller




By: /s/ Peter Whitfield

Name: Peter Whitfield

Title: Executive Vice President and Chief Financial 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