**Exhibit 10.2**

 

**SECOND AMENDMENT TOCREDIT FACILITIES AGREEMENT**

 

ThisSECOND AMENDMENT TO CREDIT FACILITIES AGREEMENT (this “Agreement”) is enteredinto and effective as of July 29, 2004, by and among GTSI Corp, a Delawarecorporation (“GTSI”), Technology Logistics, Inc., a Delaware corporation (“TLI”),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 Agreement datedas of March 12, 2004 (the “Original Credit Agreement”).

 

B.        The Original Credit Agreement contemplatesthat Affiliates or Subsidiaries of GTSI may join GTSI as a Borrower under theOriginal Credit Agreement from time to time, provided that any such newBorrower 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 Lendershereby consent to such joinder pursuant to the terms, conditions and provisionscontained herein.

 

**Agreement**

 

Therefore,in consideration of the mutual agreements herein and other sufficientconsideration, 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 shallbe deemed to be references to the Original Credit Agreement as it may beamended (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 meaningsgiven them in the Original Credit Agreement.

 

**2.**     **Effectiveness of Agreement.**  This Agreement shall becomeeffective as of the date first written above, but only if this Agreement hasbeen executed by each of GTSI, TLI, Administrative Agent and the Lenders, andonly if all of the documents listed on Exhibit A to this Agreement have beendelivered and, as applicable, executed, sealed, attested, acknowledged,certified, or authenticated, each in form and substance satisfactory toAdministrative 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 byGTSI or TLI is and shall be deemed (together with all prior documents, notes,certificates and other agreements defined as Loan Documents in the OriginalCredit Agreement) to be a “Loan Document.”

 

**3.**     **Joinder of Technology Logistics, Inc. as a Borrower.**  TLIhereby irrevocably covenants and agrees that by execution of this Agreement,TLI is, for all purposes, a Borrower under the Original Credit Agreement andother Loan Documents and it is jointly and severally liable, as a maker and notan accommodation party, for the payment and performance of all Loan Obligationsand all covenants, agreements and obligations of the Borrower contained in the OriginalCredit Agreement and the other Loan Documents, in each case whether nowexisting or hereafter arising as if TLI were a signatory to the Original CreditAgreement and other Loan

 

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

 

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

 

**5.**     **Amendments to Credit Agreement.**  The Original Credit Agreement ishereby amended as follows:

 

**5.1. Replacement Exhibit 3.**  Exhibit3 of the Original Credit Agreement is hereby deleted and replaced with a newExhibit 3, attached hereto.

 

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

 

**“3.2.1. Floorplan Loan Facility Generally.**Each Lender may, subject to the terms andconditions hereof, make available to Borrower such Lender’s pro-rata share (aslisted on Exhibit 3) of an “Aggregate Floorplan Loan Facility” that is OneHundred Million Dollars ($100,000,000) by funding such Lender’s pro-rata sharethereof 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 securityagreement and revolving promissory note (“Eyak Investment”). Notwithstandingthe 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 willnot count toward the aggregate annual Investment limitation pursuant to Section14.1.7 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 andreplaced with the following:

 

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

 

**6.****    ****Representations andWarranties of Borrower.**EachBorrower, including TLI, hereby represents and warrants to Administrative Agentand the Lenders that (i) Borrowers’ execution of this Agreement

 

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hasbeen duly authorized by all requisite action of each Borrower; (ii) no consentsare necessary from any third parties for Borrowers’ execution, delivery orperformance of this Agreement, (iii) this Agreement, the Original CreditAgreement, and each of the other Loan Documents, constitute the legal, validand binding obligations of each Borrower enforceable against each such Borrowerin accordance with their terms, except to the extent that the enforceabilitythereof against Borrower may be limited by bankruptcy, insolvency or other lawsaffecting the enforceability of creditors rights generally or by equityprinciples of general application, (iv) except as disclosed on the supplementaldisclosure schedule attached hereto as Exhibit B and the disclosure scheduleattached to the Original Credit Agreement, all of the representations andwarranties contained in Section 11 of the Credit Agreement are true and correctwith the same force and effect as if made on and as of the date of thisAgreement, and (v) after giving effect to this Agreement, there is no ExistingDefault.

 

**7.**     **Reaffirmation.**  Each Borrower, including TLI, herebyrepresents, warrants, acknowledges and confirms that (i) the Original CreditAgreement and the other Loan Documents remain in full force and effect asamended by this Agreement, (ii) no Borrower has a defense to its obligationsunder 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.**  This Agreement shall be governed by andconstrued under the laws of the State of Missouri without giving effect tochoice or conflicts of law principles thereunder.

 

**9.**     **Fees and Expenses.**  Borrower shall promptly pay to AdministrativeAgent an amount equal to all reasonable and documented third party fees, costsand expenses incurred by the Administrative Agent in connection with thepreparation, negotiation, execution and delivery of this Second Amendment toCredit Facilities Agreement.

 

**10.  Section Titles.**  Thesection titles in this Agreement are for convenience of reference only and shallnot be construed so as to modify any provisions of this Agreement.

 

**11.  Counterparts; Facsimile Transmissions.**  This Agreement may be executedin one or more counterparts and on separate counterparts, each of which shallbe deemed an original, but all of which together shall constitute one and thesame instrument.   Signatures to thisAgreement may be given by facsimile or other electronic transmission, and suchsignatures shall be fully binding on the party sending the same.

 

**12.  Incorporation by Reference.**  AdministrativeAgent, Lenders and Borrower hereby agree that all of the terms of the LoanDocuments are incorporated in and made a part of this Agreement by thisreference.

 

**13.  Notice—Oral Commitments Not Enforceable.**  Thefollowing notice is given pursuant to Section 432.045 of the MissouriRevised Statutes; nothing contained in such notice shall be deemed to limit or modifythe terms of the Loan Documents:

 

**ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TOFORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND ORRENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US(CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACHCOVERING SUCH**

 

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**MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE ANDEXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREEIN WRITING TO MODIFY IT.**

 

**14.****StatutoryNotice-Insurance.**  Thefollowing notice is given pursuant to Section 427.120 of the Missouri RevisedStatutes; nothing contained in such notice shall be deemed to limit or modifythe terms of the Loan Documents:

 

**UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOURAGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OURINTERESTS IN YOUR COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOURINTERESTS. THE COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE ORANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL, YOU MAYLATER CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING EVIDENCETHAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR AGREEMENT. IF WE PURCHASEINSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE FOR THE COSTS OF THATINSURANCE, INCLUDING THE INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WEMAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THEEFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OFTHE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THECOSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLETO OBTAIN ON YOUR OWN.**

 

***{remainderof page intentionally left blank; signature page immediately follows}***

 

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INWITNESS WHEREOF, this Agreement has been duly executed as of the date firstabove 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 FacilitiesAgreement.

 

2.               Second Amended and Restated Revolving Note inthe amount of $72,000,000.00 to GE Commercial Distribution Finance Corporationexecuted by each Borrower.

 

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

 

4.               Amended and Restated Swingline Note in theamount of $25,000,000 to GE Commercial Distribution Finance Corporationexecuted by each Borrower.

 

5.               Security Agreement executed by TLI.

 

6.               Officer Solvency Certificate from TLI

 

7.               Amendment No. 1 to Blocked Account Agreementadding TLI thereto.

 

8.               Secretary’s Certificate of TLI, includingresolutions authorizing this Agreement and each document executed in connectiontherewith, incumbency certificate, certified formation documents and bylaws.

 

9.               Authorizing resolutions of GTSI.

 

10.         Good Standing Certificate of TLI from theSecretary of State of Delaware

 

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

 

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**Exhibit B**

 

**Disclosure Schedule**

 

Nothing, if nothing listed.

 

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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 |       | $             | 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 | % |

 

 

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

 

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