**Exhibit 10.2**

 

**FIFTHAMENDMENT TO**

**CREDITFACILITIES AGREEMENT**

 

This FIFTH AMENDMENT TO CREDIT FACILITIES AGREEMENT(this “Agreement”) is entered into and effective as of August 8, 2005, byand 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 AdministrativeAgent, and GECDF and the other Lenders.

 

**Recitals****:**

 

**A.**                                    GTSI, Administrative Agent and Lenders areparty to that certain Credit Facilities Agreement dated as of October 20,2003, as amended by that certain First Amendment to Credit Facilities Agreementdated as of March 12, 2004, as further amended by that certain SecondAmendment to Credit Facilities Agreement dated as of July 29, 2004, asfurther amended by that certain Third Amendment to Credit Facilities Agreementdated as of November 22, 2004, and as further amended by that certainFourth Amendment to Credit Facilities Agreement dated as of April 28, 2005(the “Original Credit Agreement”).

 

**B.****                                   **Administrative Agent, Lenders and Borrowershave agreed to the provisions set forth herein on the terms and conditionscontained herein.

 

**Agreement**

 

Therefore, in consideration of the mutual agreementsherein and other sufficient consideration, the receipt of which is herebyacknowledged, GTSI, TLI, Administrative Agent and the Lenders hereby agree asfollows:

 

**1.             Definitions.**  All references to the “Agreement” or the “CreditAgreement” in the Original Credit Agreement and in this Agreement shall bedeemed to be references to the Original Credit Agreement as it may be amended(by this Agreement and others), restated, extended, renewed, replaced, orotherwise modified from time to time. Capitalized terms used and not otherwise defined herein have themeanings given them in the Original Credit Agreement.

 

**2.             Effectiveness of Agreement. **This Agreement shall become effective as ofthe date first written above, but only if this Agreement has been executed byeach of GTSI, TLI, Administrative Agent and the Lenders, and only if all of thedocuments listed on Exhibit A to this Agreement have been delivered and,as applicable, executed, sealed, attested, acknowledged, certified, orauthenticated, each in form and substance satisfactory to Administrative Agentand the Lenders, by each of GTSI, TLI, and/or GTSI Financial Services, Inc.(“GTSIFS”), as applicable, and the waiver fee described in Section 3.2 ofthis Agreement has been paid in cash to the Administrative Agent.  Each document, note, certificate or agreementlisted on Exhibit A and signed by GTSI, TLI, or GTSIFS, as applicable, isand shall be deemed (together with all prior documents, notes, certificates andother agreements defined as Loan Documents in the Original Credit Agreement) tobe a “Loan Document.”

 

**3.             Certain Covenant Waivers; Fee.**

 

**3.1. **Borrowers hereby acknowledge that Defaultsand Events of Default have occurred under the following Section of theCredit Agreement:  Section 15.5(Minimum EBIT to Net Sales) for the April 30, 2005,

 

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May 31, 2005 and June 30, 2005computation dates.  Subject to the termsand conditions contained herein, Administrative Agent and Lenders hereby waivethe Defaults and Events of Default described in the preceding sentence;provided, however, that such waiver shall not constitute or be deemed to be awaiver of any subsequent Defaults or Events of Default under such Sections, orof any other existing or future Defaults or Events of Default under the CreditAgreement or the other Loan Documents at any time.  Upon any further Defaults or Events ofDefault, including without limitation any Default or Event of Default arisingas a result of Borrower’s financial performance, all rights and remedies of AdministrativeAgent and Lenders with respect to such Defaults and Events of Default, whetherpursuant to the Credit Agreement, the other Loan Documents, or available at lawor equity, shall be available to Administrative Agent and Lenders.  Borrowers, Administrative Agent and Lenderseach agree that the waivers granted herein do not apply to the breach of anyother term, provision, covenant, representation or warranty of the CreditAgreement or the other Loan Documents or the breach of the covenants describedabove for any periods other than the periods specifically described above.

 

**3.2. **Borrowers shall pay to Administrative Agent,for the account of each Lender in accordance with its pro-rata share of theAggregate Facility, a fully-earned, non-refundable, waiver fee of $82,500.

 

**4.             Decrease in Existing Lenders’Facilities. **In connection with this Agreement, andsimultaneously with its effectiveness, (i) GE Commercial DistributionFinance Corporation will decrease its share of the Total Aggregate FacilityLimit and Aggregate Floorplan Loan Facility from $90,000,000 to $73,636,364.25as further set forth on Exhibit 3 attached hereto; (ii) SunTrust Bankwill decrease its share of the Total Aggregate Facility Limit and AggregateFloorplan Loan Facility from $25,000,000 to $20,454,545.25 as further set forthon Exhibit 3 attached hereto; (iii) Wachovia Bank, NationalAssociation will decrease its share of the Total Aggregate Facility Limit andAggregate Floorplan Loan Facility from $30,000,000 to $24,545,454.30 as furtherset forth on Exhibit 3 attached hereto; and (iv) ManufacturersTraders and Trust Company will decrease its share of the Total AggregateFacility Limit and Aggregate Floorplan Loan Facility from $20,000,000 to $16,363,636.20as further set forth on Exhibit 3 attached hereto.

 

**5.             Amendments to Credit Agreement. **The Original Credit Agreement is herebyamended as follows:

 

**5.1.         Replacement Exhibit 3. *****Exhibit 3*** of the Original Credit Agreement is herebydeleted and replaced with a new Exhibit 3, attached hereto.

 

**5.2.         Maximum AvailableAmount of Revolving Advances. **The definition of Maximum Available Amount in***Section 3.1.2***of the Original Credit Agreement is hereby deleted and replaced with thefollowing:

 

“The “MaximumAvailable Amount” (which can be a negative number) on any date shall be aDollar amount equal to the lesser of (i) the amount of the AggregateRevolving Loan Facility and (ii) the Borrowing Base, on such date, minusthe sum of (a) the Aggregate Revolving Loan, (b) the Swingline Loan, (c) theOther Creditor Indebtedness (unless an Intercreditor Agreement has beenexecuted between Administrative Agent and the holders of such Other CreditorIndebtedness), (d) the GSA Fee, and (e) the Letter of Credit Exposureon such date (except to the extent that a Revolving Loan Advance will be usedimmediately to reimburse Letter of Credit Issuer for unreimbursed draws on aLetter of Credit).”

 

**5.3.         Borrowing Base. *****Section 3.1.4*** of the Original Credit Agreement is herebydeleted and replaced with the following:

 

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**“3.1.4.    Borrowing Base. **The “Borrowing Base” on any date shall be 85%of the total outstanding principal balance of all Eligible Accounts (i) asof the close of business on such date, or (ii) as certified in theBorrowing Base Certificate most recently furnished to Administrative Agent asrequired in Section 13.15.1, whichever is less; plus the Floorplan ExcessAmount, minus the Floorplan Shortfall, minus the Collateral Reserve and, minus (tothe extent not deducted from Eligible Accounts pursuant to Section 3.1.5)the Dollar amount, if any, of Inventory that Borrower has been requested(orally or in writing) to repurchase under any repurchase agreement or similararrangement, including the Textron Agreement.”

 

**5.4.         Floorplan LoanFacility Generally. **The ***first sentence of Section 3.2.1*** of theOriginal Credit Agreement is deleted and replaced with the following:

 

“EachLender may, subject to the terms and conditions hereof, make available toBorrower such Lender’s pro-rata share (as listed on Exhibit 3) of an “AggregateFloorplan Loan Facility” that is One Hundred Thirty-Five Million Dollars ($135,000,000)by funding such Lender’s pro-rata share thereof as provided for herein.”

 

**5.5.         Total Aggregate FacilityLimit.**  ***Section 3.5***of the Original CreditAgreement is deleted and replaced with the following:

 

“**3.5.       TotalAggregate Facility Limit**. Notwithstanding the Facilities herein, Borrower, Administrative Agentand each Lender acknowledge and agree that at no time shall the AggregateRevolving Loan Facility, the Swingline Loan Facility, the Aggregate FloorplanLoan Facility, the Interim Floorplan Loan Facility, all unfunded Approvals, andthe Letter of Credit Exposure exceed $135,000,000 in the aggregate (“TotalAggregate Facility Limit”).”

 

**5.6.         Annual Projections.**  ***Section 13.14.2***of the Original Credit Agreement is deletedand replaced with the following:

 

“**13.14.2.               AnnualProjections. **No later than October 31stof each year, projected balance sheets and statements of income and expense forthe next fiscal year, on a consolidated basis, and with such other detail asAdministrative Agent may reasonably require.”

 

**5.7.         Distributions.**  Notwithstandingthe provisions of **Section 14.10**of the Credit Agreement, Borrowers shall not directly or indirectly, declare ormake, or incur any liability to make, any Distribution to any Person during2005.

 

**5.8.         Temporary Increase inMaximum Total Liabilities to Tangible Net Worth. **Notwithstanding the provisions of **Section 15.3** of the Credit Agreement,for the fiscal months ended September 30, 2005, October 31, 2005 and November 30,2005 only, the ratio of Total Liabilities minus Subordinated Indebtedness toTangible Net Worth plus Subordinated Indebtedness shall not exceed 7.00:1.00.

 

**5.9.         Temporary Suspension ofCertain Financial Covenants.**  Theapplication and effectiveness of the financial covenants set forth in **Section 15.4** (Maximum Total FundedIndebtedness to EBITDA) and **Section 15.5**(Minimum EBIT to Net Sales) of the Credit Agreement shall be temporarily suspended,effective as of July 1, 2005 and such suspensions shall continue through December 31,2005.

 

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**5.10.       Third Quarter 2005Profit Covenant; Maximum Year 2005 Loss Covenant.**  ***Section 15***of the Original Credit Agreements is herebyamended by adding the following sections thereto:

 

**“15.6.     Minimum Third Quarter2005 Pre-Tax Profit.** For the fiscal quarter ended September 30,2005, Borrower covenants that its EBITDA minus interest, depreciation andamortization expense for such fiscal quarter shall not be less than Two MillionDollars ($2,000,000).

 

**15.7.       Maximum 2005 Pre-Tax Loss. **For the fiscal year ended December 31,2005, Borrower covenants that its loss before taxes shall not be more than TwentyMillion Dollars ($20,000,000), based on the calculation of Borrowers EBITDA minusinterest, depreciation and amortization expense for such fiscal year.”

 

**5.11.       Defined Terms.**  Thefollowing defined terms are hereby added to **Exhibit 2.1**Glossary and Index of Defined Terms of the Original Credit Agreement or, asapplicable, replace such previously existing terms in their entirety:

 

COLLATERALRESERVE —  shall be $20,000,000, unlessthe Floorplan Inventory Value Differential shall be more than $0, in which casethe amount of the reserve shall be the amount by which $20,000,000 exceeds the FloorplanInventory Value Differential.

 

EXCESS ELIGIBLE ACCOUNTS —  on any date of determination, the amount, ifany, by which the Borrowing Base exceeds the sum of (i) the AggregateRevolving Loan, (ii) the Swingline Loan, (iii) the Letter of CreditExposure, (iv) the GSA Fee, and (v) that amount of Other CreditorIndebtedness owing to Persons for which an Intercreditor Agreement has not beenexecuted between Administrative Agent and the holders of such Other CreditorIndebtedness.

 

FLOORPLAN EXCESS AMOUNT — means the amount, if any,by which (a) the Floorplan Inventory Value as determined by AdministrativeAgent as of such date of determination, exceeds (b) the sum of theAggregate Floorplan Loans and Interim Floorplan Loans outstanding on any dateof determination.

 

FLOORPLAN INVENTORY VALUE — means, as of any date ofdetermination, (but excluding in all circumstances Inventory manufactured orsold by or on behalf of IBM Corporation, Hewlett-Packard Company (includingCompaq Inventory), Lexmark International and each of their respectiveSubsidiaries and Affiliates) (i) one hundred percent (100%) of the totalaggregate wholesale invoice price of all of Borrower’s Inventory aged 180 daysor less which is GE Financed Inventory, (ii) fifty percent (50%) of thetotal aggregate wholesale invoice price of all of Borrower’s Inventory aged 180days or less which is not GE Financed Inventory, and zero percent (0%) of thetotal aggregate wholesale invoice price of all of Borrower’s Inventory agedmore than 180 days, in each case, with respect to clauses (i) and (ii) ofthis sentence, in which Administrative Agent has a first priority, perfectedSecurity Interest****(subject to noother Security Interest other than Permitted Security Interests) that is unsoldand not leased by Borrower and is in Borrower’s possession and control as ofthe date of determination, less the amount of any such Inventory reported by Borrower(if Borrower is required by Administrative Agent or the Required Lenders toreport) as demonstration items or Inventory that is obsolete or otherwiseunmerchantable as determined by Administrative Agent.  If any Inventory financed under the AggregateFloorplan Loan Facility or in the Interim Floorplan Loan Facility with a valuein excess of $200,000 for each location is located on any premises that are notowned by Borrower (not including any lessee or other Person to whom Inventoryis leased or rented in the ordinary course of such Covered Person’s business,or other locations where Borrower is not obligated to pay rent for up to 30consecutive days) and Borrower has not

 

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obtained or caused to be obtained written waivers or consents, in formand substance satisfactory to Administrative Agent, then such Inventory shallbe deemed to have a “Floorplan Inventory Value” of Zero Dollars ($0.00).

 

FLOORPLAN INVENTORY VALUE DIFFERENTIAL — the extentto which the calculation of Floorplan Inventory Value using the Prior Method wouldexceed the method of calculating Floorplan Inventory Value as set forth in thisAgreement.  For the purposes of thisdefinition only, the “Prior Method” means the valuation of Borrowers Inventory,with identical exclusions and conditions, but in which Inventory is valued at (i) onehundred percent (100%) of the total aggregate wholesale invoice price of all ofBorrower’s Inventory aged 90 days or less, (ii) fifty percent (50%) of thetotal aggregate wholesale invoice price of all of Borrower’s Inventory agedbetween 91 and 180 days, and zero percent (0%) of the total aggregate wholesaleinvoice price of all of Borrower’s Inventory aged more than 180 days, in eachcase without regard to whether or not such Inventory is GE Financed Inventory,except as otherwise expressly excluded before (e.g. IBM, Lexmark, HP/Compaq).

 

GE FINANCED INVENTORY — means, the brands andmanufacturers listed by Administrative Agent and provided to Borrowers fromtime to time which identify those which are financed by GECDF or it’saffiliates on a regular basis, as determined in its reasonable discretion.

 

GSA FEE — means, the fee due to the General ServicesAdministration of the United States of America as a result of certain sales.

 

**6.             Representations and Warranties ofBorrower.**  Each Borrower hereby represents and warrantsto Administrative Agent and the Lenders that (i) Borrowers’ execution ofthis Agreement has been duly authorized by all requisite actions of eachBorrower; (ii) no consents are necessary from any third parties forBorrowers’ execution, delivery or performance of this Agreement, (iii) thisAgreement, the Original Credit Agreement, and each of the other Loan Documents,constitute the legal, valid and binding obligations of each Borrowerenforceable against each such Borrower in accordance with their terms, exceptto the extent that the enforceability thereof against Borrowers may be limitedby bankruptcy, insolvency or other laws affecting the enforceability ofcreditors rights generally or by equity principles of general application, (iv) exceptas disclosed on the supplemental disclosure schedule attached hereto as Exhibit Band the disclosure schedule attached to the Original Credit Agreement, allof the representations and warranties contained in Section 11 of theCredit Agreement are true and correct with the same force and effect as if madeon and as of the date of this Agreement, and (v) after giving effect tothis Agreement, there is no Default or no Event of Default Exists.

 

**7.             Reaffirmation.**  EachBorrower hereby represents, warrants, acknowledges and confirms that (i) theOriginal Credit Agreement and the other Loan Documents remain in full force andeffect as amended by this Agreement, (ii) no Borrower has a defense to itsobligations under the Original Credit Agreement and the other Loan Documents, (iii) theSecurity Interests of the Administrative Agent (held for the ratable benefit ofthe Lenders) under the Security Documents secure all the Loan Obligations underthe Original Credit Agreement, continue in full force and effect, and have thesame priority as before this Agreement, and (iv) no Borrower has a claimagainst Administrative Agent or any Lender arising from or in connection withthe Original Credit Agreement or the other Loan Documents and any such claim ishereby irrevocably waived and released and discharged forever.

 

**8.             Governing Law.**  ThisAgreement shall be governed by and construed under the laws of the State ofMissouri without giving effect to choice or conflicts of law principlesthereunder.

 

**9.             Fees and Expenses.**  Borrowersshall promptly pay to Administrative Agent an amount equal to all reasonableand documented third party fees, costs and expenses incurred by the AdministrativeAgent in

 

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connection with the preparation, negotiation,execution and delivery of this Fifth Amendment to Credit Facilities Agreement.

 

**10.          Section Titles.**  The section titlesin this Agreement are for convenience of reference only and shall not beconstrued so as to modify any provisions of this Agreement.

 

**11.          Counterparts; Facsimile Transmissions.**  ThisAgreement may be executed in one or more counterparts and on separatecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.  Signatures to this Agreement may be given byfacsimile or other electronic transmission, and such signatures shall be fullybinding on the party sending the same.

 

**12.          Incorporation By Reference. **Administrative Agent, Lenders and Borrowershereby agree that all of the terms of the Loan Documents are incorporated inand made a part of this Agreement by this reference (except to the extentamended hereby).

 

**13.          Notice—Oral Commitments NotEnforceable. **The following notice is given pursuant to Section 432.057of the Missouri Revised Statutes; nothing contained in such notice shall bedeemed to limit or modify the terms of the Loan Documents:

 

**ORAL AGREEMENTS OR COMMITMENTS TOLOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBTINCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESSOF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THECREDIT AGREEMENT.  TO PROTECT YOU(BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANYAGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICHIS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT ASWE MAY LATER AGREE IN WRITING TO MODIFY IT.**

 

**14.          Statutory Notice-Insurance. **The following notice is given pursuant to Section 427.120of the Missouri Revised Statutes; nothing contained in such notice shall bedeemed to limit or modify the terms of the Loan Documents:

 

**UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGEREQUIRED BY YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUREXPENSE TO PROTECT OUR INTERESTS IN YOUR COLLATERAL.  THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOURINTERESTS.  THE COVERAGE THAT WE PURCHASEMAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOUIN CONNECTION WITH THE COLLATERAL.  YOU MAY LATERCANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING EVIDENCE THATYOU 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 THEINSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE INCONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THECANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDINGBALANCE**

 

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**OR OBLIGATION.  THECOSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BEABLE TO OBTAIN ON YOUR OWN.**

 

***[Signature Pages Follow]***

 

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IN WITNESS WHEREOF, this Agreement has been duly executed as of thedate 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/ 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**

 

Theundersigned, GTSI Financial Services, Inc., acknowledges and consents toall changes in the Original Credit Agreement set forth in this Fifth Amendmentto Credit Facilities Agreement, by and among Administrative Agent, Borrower andthe Lenders (“Fifth Amendment”) and agrees that all such changes are in thebest interests of Borrowers and the undersigned.  In consideration of financial accommodationsgranted and which may hereafter be granted to Borrowers by Administrative Agentand 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 reaffirmspursuant to the terms of the Unlimited Guaranty its continuing guarantee of thepayment 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 Guarantyis not and shall not be affected in any way or manner by any of the changes inthe financing set forth in the Fifth Amendment, that the Unlimited Guaranty isin 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 theUnlimited Guaranty.

 

Theundersigned, GTSI Financial Services, Inc., has reviewed the attached FifthAmendment and all other documents and financial statements the undersigneddeems 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.               Fifth Amendmentto Credit Facilities Agreement.

 

2.               Ratification ofUnlimited Guaranty of Loan Obligations executed by GTSI Financial Services, Inc.

 

3.               Payment of$82,500 Waiver Fee to the Administrative Agent.

 

4.               Secretary’sCertificate of GTSI (certifying no modification to Articles of Organization orBy-laws since the Effective Date, no modification to the incumbency certificatelast delivered and authorizing resolutions). Such resolutions shall specifically authorize the execution and deliveryof the Fifth Amendment to Credit Facilities Agreement.

 

5.               Good StandingCertificate of GTSI from the Secretary of State of Delaware.

 

6.               Secretary’sCertificate of TLI (certifying no modification to Articles of Organization orBy-laws since the Effective Date, no modification to the incumbency certificatelast delivered and authorizing resolutions). Such resolutions shall specifically authorize the execution and deliveryof the Fifth Amendment to Credit Facilities Agreement.

 

7.               Good StandingCertificate of TLI from the Secretary of State of Delaware.

 

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**Exhibit B**

 

**Disclosure Schedule **

 

None, unless listed below.

 

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**Exhibit 3**

 

**LENDERS’ FACILITIES AND PRO-RATA SHARES**

 
| **LENDER**                              | ** ** | **TOTALS(1)** | ** **     | **REVOLVING LOAN  FACILITY** | ** ** | **FLOORPLAN  LOAN  FACILITY** | ** ** | **PRO-RATA SHARES** | ** **     |
|-----------------------------------------|------------|---------------|----------------|------------------------------|------------|-------------------------------|------------|---------------------|----------------|
| GE Commercial Distribution Finance      |       | $             | 73,636,364.25  |                         | $          | 49,090,909.23                 |       | $                   | 73,636,364.25  |   | 54.54 | % |
| SunTrust Bank                           |       | $             | 20,454,545.25  |                         | $          | 13,636,363.59                 |       | $                   | 20,454,545.25  |   | 15.15 | % |
| Wachovia Bank, National Association     |       | $             | 24,545,454.30  |                         | $          | 16,363,636.29                 |       | $                   | 24,545,454.30  |   | 18.18 | % |
| Manufacturers and Traders Trust Company |       | $             | 16,363,636.20  |                         | $          | 10,909,090.89                 |       | $                   | 16,363,636.20  |   | 12.12 | % |
| AGGREGATES                              |       | $             | 135,000,000.00 |                         | $          | 90,000,000.00                 |       | $                   | 135,000,000.00 |   | 100.00 | % |

 

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(1) Subject tothe Total Aggregate Credit Facility Limit of $135,000,000 - which can becomposed in any combination of Aggregate Revolving Loans (subject to the$90,000,000 Aggregate Revolving Loan Facility) and Aggregate Floorplan Loans(subject to the $135,000,000 Aggregate Floorplan Loan Facility).

 

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