Exhibit 10.1





Exhibit 10.1




THIRD AMENDMENT TO CREDIT AGREEMENT




THIS THIRD AMENDMENT TO CREDIT AGREEMENT (as may be modified from time to time, this
“Third Amendment”) effective September
 15, 2010 (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 Capital Finance, LLC, formerly
known as 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, “WFCF” and, together with CPC, “Administrative
Agents”), and the lenders listed on the signature pages hereto (and their successors and
permitted assigns), (collectively, the “Lenders”).



WITNESSETH:




WHEREAS, Reseller has requested that the Lenders 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. 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. Section 15.11, “Redemptions” shall be and hereby is amended by deleting it in its
entirety and the following new Section 15.11 is substituted in lieu thereof, to read as
follows:




“15.11 Redemptions. Directly or indirectly redeem any preferred stock or any common stock,
partnership interest (of any type or class) or membership interest (of any type or class) or
other equity interest of Reseller or any Covered Person; notwithstanding the foregoing,
Reseller may repurchase stock of Reseller, provided that (i) no Default or Event of
Default has occurred and is continuing or would be caused thereby, (ii) such repurchase
occurs during the period commencing April 1, 2009 and ending on the Termination Date for an
aggregate redemption price not to exceed $10,000,000 and (iii) after the effectiveness of
such repurchase (if repurchased in whole, or each such repurchase if effected in parts),
Reseller has availability under the Borrowing Base of at least equal to the redemption price
being paid.”




B. Section 15.2 the Credit Agreement, “Indebtedness” shall be and hereby is
amended by adding the following new subsection in the appropriate numerical sequence:




“Section 15.2.9. Indebtedness evidenced by that certain Corporate Guaranty dated September
 15, 2010, executed by Reseller as Guarantor, in favor of CPC.”



SECTION 3. Conditions to Effectiveness. The effectiveness of this Third 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. The Credit 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 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 Third Amendment which has not been separately disclosed to and/or waived by the
Required Lenders.




SECTION 5. Effect on the Credit Agreement.



A. Upon the effectiveness of this Third 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.



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 Third 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 Credit Agreement or any other documents, instruments or agreements executed and/or delivered
under or in connection therewith.



SECTION 6. Governing Law. This Third 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 Third Amendment are included herein
for convenience of reference only and shall not constitute a part of this Third Amendment for any
other purpose.



SECTION 8. Counterparts. This Third 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 Third 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.




 


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SIGNATURES APPEAR ON NEXT PAGE



 


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



U.S. BANK NATIONAL ASSOCIATION,

as a Lender



	 	 	 	 	 
	By:
	 	/s/ Carolyn M. Rooney 	 	 
	 

	 	 

Name: Carolyn M. Rooney
	 	 
	 

	 	Title:   Senior Vice President,	 	 
	 

	 	            U.S. Bank Asset Based Finance	 	 





 


 









 





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



GTSI CORP., as Reseller




	 	 	 	 	 
	By:
	 	/s/ Scott Friedlander	 	 
	 

	 	 

Name: Scott Friedlander
	 	 
	 

	 	Title:   President and 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