**Exhibit 10.1**

 

**FOURTHAMENDMENT TOCREDIT FACILITIES AGREEMENT**

 

This FOURTH AMENDMENT TOCREDIT FACILITIES AGREEMENT (this “Agreement”) is entered into and effective asof April 28, 2005, by and among GTSI Corp., a Delaware corporation (“GTSI”),Technology Logistics, Inc., a Delaware corporation (“TLI”; separately andcollectively with GTSI, “Borrower”), GE Commercial Distribution FinanceCorporation (“GECDF”), as Administrative Agent, and GECDF and the otherLenders.

 

**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, and asfurther amended by that certain Third Amendment to Credit Facilities Agreementdated as of November 22, 2004 (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 considerationof the mutual agreements herein and other sufficient consideration, the receiptof which is hereby acknowledged, GTSI, TLI, Administrative Agent and theLenders hereby agree as follows:

 

**1.****              Definitions.**  Allreferences to the “Agreement” or the “Credit Agreement” in the Original CreditAgreement and in this Agreement shall be deemed to be references to theOriginal Credit Agreement as it may be amended (by this Agreement and others),restated, extended, renewed, replaced, or otherwise modified from time totime.  Capitalized terms used and nototherwise defined herein have the meanings given them in the Original CreditAgreement.

 

**2.****              Effectiveness ofAgreement.**  This Agreement shall become effective as of the date first writtenabove, but only if this Agreement has been executed by each of GTSI, TLI,Administrative Agent and the Lenders, and only if all of the documents listedon Exhibit A to this Agreement have been delivered and, as applicable,executed, sealed, attested, acknowledged, certified, or authenticated, each inform and substance satisfactory to Administrative Agent and the Lenders, byeach of GTSI, TLI, and/or GTSI Financial Services, Inc. (“GTSIFS”), asapplicable.  Each document, note,certificate or agreement listed on Exhibit A and signed by GTSI, TLI, orGTSIFS, as applicable, is and shall be deemed (together with all priordocuments, notes, certificates and other agreements defined as Loan Documentsin the Original Credit Agreement) to be a “Loan Document.”

 

**3.****              New Lenders.**

 

**3.1.**  Inconnection with this Agreement, and simultaneously with its effectiveness andcertain fundings as set forth herein, Wachovia Bank, National Association, andManufacturers and Traders Trust

 

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Company (each a “New Lender”) will become aLender for all purposes under the Original Credit Agreement and Loan Documentstogether with the existing Lenders (the “Existing Lenders”).

 

**3.2.**  Uponthe full and complete execution of this Agreement, the Administrative Agentshall arrange, and each Lender (including each New Lender and the ExistingLenders) shall fully cooperate, in making or receiving, as directed by theAdministrative Agent, wire transfers and fund transfers reasonably necessary toeffectuate the pro-rata shares set forth on Exhibit 3.  Upon such transfer of funds, this Agreementshall be effective and such effectiveness shall relate back to 8:00 a.m.St. Louis time on the date of this Agreement.

 

**3.3.**  EachNew Lender agrees that, to the extent it has purchased and assumed, or be foundto have purchased and assumed, from Existing Lenders any interest in any Loan,it has purchased and assumed such interest without recourse and without representationor warranty except as expressly set forth in Section 3.4.  Such purchase and assumption shall includethat portion of the Existing Lenders’ obligations to fund unfunded Approvalsequal to the percentage of the Floorplan Loans purchased by such New Lender.

 

**3.4.**  EachExisting Lender represents and warrants that it is the legal and beneficialowner of its Loans and that such interest is free and clear of any adverseclaim.

 

**3.5.**  EachNew Lender (i) confirms, covenants and agrees that it has received a copyof the Original Credit Agreement and all prior amendments (if any), the LoanDocuments, together with copies of the Financial Statements referred to thereinand such other documents and information as it has deemed appropriate to makeits own credit analysis and decision to enter into this Agreement and become aLender, and confirms and covenants that it has entered into this Agreement andagreed to become a Lender based on its own credit analysis and decision andwithout reliance upon any information provided by, or statement made by,Administrative Agent or any other Lender; (ii) agrees that it will,independently and without reliance upon the Administrative Agent, any ExistingLender or any other Lender and based on such documents and information as itshall deem appropriate at the time, continue to make its own credit decisionsin taking or not taking action under the Original Credit Agreement; (iii) confirmsthat it is an Eligible Assignee (assuming the Administrative Agent approves ofsuch New Lender as contemplated in the definition of “Eligible Assignee”); (iv) appointsand authorizes the Administrative Agent to take such action as agent on itsbehalf and to exercise such powers and discretion under the Original CreditAgreement as are delegated to the Administrative Agent by the terms thereof; (v) agreesthat it will perform in accordance with their terms all of the obligations thatby the terms of the Original Credit Agreement and the other Loan Documents arerequired to be performed by it as a Lender; and (vi) agrees that it willpromptly provide to Administrative Agent any U.S. Internal Revenue Service orother forms required under the Original Credit Agreement.

 

**3.6.**  Uponthe effectiveness of this Agreement and the funding by each New Lender of theamounts directed to be funded by it by the Administrative Agent as set forth inSection 3.2 hereof, such New Lender shall be a Lender for all purposesunder the Original Credit Agreement and the other Loan Documents.  From and after the effective date of thisAgreement, the Administrative Agent shall make all payments under the OriginalCredit Agreement and the Notes consistent with the pro-rata shares of theLenders.

 

**4.****              Amendments to CreditAgreement.**  The Original Credit Agreement is hereby amended as follows:

 

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

 

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**4.2.****                            Referencesto Required Lenders; Minimum Exposure.** ***Section 2.5*** of the Original Credit Agreement is hereby deleted and replaced withthe following:

 

**2.5.****                            Referencesto Required Lenders; Minimum Exposure.** Subject to the provisions of Section 7.8with regards to a Defaulting Lender, the words “Required Lenders” means any oneor more Lenders whose shares of Lenders’ Exposure at the relevant timeaggregate at least 66.6667%; provided, however, while there is more than oneLender, Required Lenders shall mean a minimum of two Lenders whose shares ofLenders’ Exposure at such time aggregate at least such percentage.  GECDF, in its capacity as a Lender, shallhold a pro-rata portion of the Aggregate Facilities at least equal to orgreater than the Aggregate Facility of each other Lender individually;provided, however, that after an acceleration of the Loan Obligations or uponthe occurrence and during the continuance of an Event of Default, GECDF shallbe permitted to assign all or any portion of its Facilities and the foregoingrestriction shall not be applicable after any such assignment.

 

**4.3.****                            FloorplanLoan Facility Generally.**  The ***first sentence of Section 3.2.1*** of theOriginal Credit Agreement is deleted and replaced with the following:

 

“Each Lender may, subject tothe terms and conditions hereof, make available to Borrower such Lender’spro-rata share (as listed on Exhibit 3) of an “Aggregate Floorplan LoanFacility” that is One Hundred Sixty-Five Million Dollars ($165,000,000) byfunding such Lender’s pro-rata share thereof as provided for herein.”

 

**4.4.****                            FloorplanLoan Approvals.**  The ***last sentence of Section 3.2.6***of theOriginal Credit Agreements is deleted and replaced with the following:

 

“A request from a Vendor toAdministrative Agent to finance Borrower’s purchase of Inventory will be deemedto be a request from Borrower for a Floorplan Loan Advance or an InterimFloorplan Loan Advance, as the case may be.”

 

**4.5.****                            PrimeIncrements and LIBOR Increments.**  The ***penultimate sentence of Section 4.8***ofthe Original Credit Agreements is deleted and replaced with the following:

 

“For the Floorplan LoanFacility and Interim Floorplan Loan Facility, the Prime Increments and LIBORIncrements set forth above are used only for determining that interest ratepayable by Administrative Agent to the Lenders pursuant to Section 4.5.”

 

**4.6.****                            Repaymentof Swingline Loan and Interim Floorplan Loan.**  The ***last sentence of Section 7.4.1***ofthe Original Credit Agreements is deleted and replaced with the following:

 

“Each such remittance by aLender shall be made in accordance with its pro-rata share of the AggregateRevolving Loan Facility or the Floorplan Loan Facility and shall be madenotwithstanding that (i) the amount of the aggregate of such remittancesby Lenders may not be in the minimum amount for Revolving Loan Advancesotherwise required hereunder, (ii) any conditions to Advances in Section 10may not be then satisfied, (iii) an Event of Default has occurred and iscontinuing, (iv) the aggregate amount of such remittances by Lenders wouldresult in the Aggregate Revolving Loan exceeding the Maximum Available Amount,or (v) such remittances by Lenders may be made after the effective date oftermination of the Aggregate Revolving Loan Facility; provided, however, thatin no event shall any Lender be required to make any such remittance that

 

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would result in (1) thesum of (a) the Revolving Loan of such Lender, plus (b) such Lender’spro-rata share of the Letter of Credit Exposure exceeding such Lender’s RevolvingLoan Facility or (2) the Floorplan Loan of such Lender exceeding suchLender’s Floorplan Loan Facility.”

 

**4.7.****                            AllFundings Ratable.**  ***Section 7.7.3*** of the Original Credit Agreement is deletedand replaced with the following:

 

**“7.7.3****              All Fundings Ratable.**  Allfundings of Advances (other than Swingline Advances and Interim Floorplan LoanAdvances) shall be made by Lenders as provided herein in accordance with theirpro-rata shares of the respective Aggregate Facilities, as applicable.  A Lender shall not be obligated to fundRevolving Loan Advances that would result in such Lender’s Revolving Loan plussuch Lender’s pro-rata share of the Letter of Credit Exposure exceeding itsRevolving Loan Facility, fund Floorplan Loan Advances that would result in itsFloorplan Loan exceeding its Floorplan Loan Facility, or make available anymore than its pro-rata share of any Advance.”

 

**4.8.****                            MinimumTangible Net Worth.**  ***Section 15.2*** of the Original Credit Agreement is deletedand replaced with the following:

 

**“15.2****                 Minimum TangibleNet Worth.**  Borrower covenants that consolidated Tangible Net Worth on the last dayof each fiscal month shall be not less than Sixty Million Dollars($60,000,000).”

 

**5.****              Representations andWarranties of Borrower.**  Each Borrower hereby represents and warrantsto Administrative Agent and the Lenders that (i) Borrowers’ execution ofthis Agreement has been duly authorized by all requisite action 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.

 

**6.****              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.

 

**7.****              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.

 

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**8.****              Fees and Expenses.**  Borrowersshall promptly pay to Administrative Agent an amount equal to all reasonableand documented third party fees, costs and expenses incurred by theAdministrative Agent in connection with the preparation, negotiation, executionand delivery of this Fourth Amendment to Credit Facilities Agreement.

 

**9.****              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.

 

**10.****       Counterparts; FacsimileTransmissions.**  This Agreement may be executed in one or morecounterparts and on separate counterparts, each of which shall be deemed anoriginal, but all of which together 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.

 

**11.****       Incorporation By Reference.**  AdministrativeAgent, Lenders and Borrowers hereby agree that all of the terms of the LoanDocuments are incorporated in and made a part of this Agreement by thisreference (except to the extent amended hereby).

 

**12.****       Notice—Oral Commitments NotEnforceable.**  The following notice is given pursuant to Section 432.045 of theMissouri Revised Statutes; nothing contained in such notice shall be deemed tolimit or modify the terms of the Loan Documents:

 

**ORALAGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROMENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBTARE NOT ENFORCEABLE.  TO PROTECT YOU(BORROWER) 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.**

 

**13.****       Statutory Notice-Insurance.**  Thefollowing notice is given pursuant to Section 427.120 of the MissouriRevised Statutes; nothing contained in such notice shall be deemed to limit ormodify the terms of the Loan Documents:

 

**UNLESS YOUPROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT WITH US,WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN YOURCOLLATERAL.  THIS INSURANCE MAY, BUT NEEDNOT, PROTECT YOUR INTERESTS.  THECOVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIMTHAT IS MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL.  YOU MAY LATER CANCEL ANY INSURANCEPURCHASED BY US, BUT ONLY AFTER PROVIDING EVIDENCE THAT YOU HAVE OBTAINEDINSURANCE AS REQUIRED BY OUR AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE FORTHE COSTS OF THAT INSURANCE, INCLUDING THE INSURANCE PREMIUM, INTEREST AND ANYOTHER CHARGES WE MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THEINSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THEINSURANCE.  THE COSTS OF THE INSURANCE MAY BEADDED TO YOUR TOTAL OUTSTANDING BALANCE**

 

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**OROBLIGATION.  THE COSTS OF THE INSURANCE MAY BEMORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.**

 

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/  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/  R. 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**

 

The undersigned, GTSIFinancial Services, Inc., acknowledges and consents to all changes in theOriginal Credit Agreement set forth in this Fourth Amendment to CreditFacilities Agreement, by and among Administrative Agent, Borrower and theLenders (“Fourth Amendment”) and agrees that all such changes are in the bestinterests of Borrowers and the undersigned. In consideration of financial accommodations granted and which mayhereafter be granted to Borrowers by Administrative Agent and the Lenders, inconsideration of Administrative Agent’s and the Lenders’ reliance on thatcertain Unlimited Guaranty, dated as of November 22, 2004, given by theundersigned, and for other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the undersigned, GTSI FinancialServices, Inc., irrevocably and unconditionally reaffirms pursuant to theterms of the Unlimited Guaranty its continuing guarantee of the payment andperformance of all current and future Guarantied Obligations, including,without limitation, all Loan Obligations. The undersigned, GTSI Financial Services, Inc., further agrees thatthe validity and enforceability of the Unlimited Guaranty is not and shall notbe affected in any way or manner by any of the changes in the financing setforth in the Fourth Amendment, that the Unlimited Guaranty is in full force andeffect, and the undersigned, GTSI Financial Services, Inc., has nodefenses of any kind or nature with respect to his obligations under theUnlimited Guaranty.

 

The undersigned, GTSI Financial Services, Inc.,has reviewed the attached Fourth Amendment and all other documents andfinancial statements the undersigned deems necessary relating to the Borrowersand the Guarantied Obligations, including, without limitation, the LoanObligations.

 
|   |   | **GTSI  Financial Services, Inc.** |
|--------|--------|-----------------------------------------|
|   |   |                                    |
|   |   |                                    |
|   |   | By:                                     | /s/  Jack Helmly |   |
|   |   | Name: Jack Helmly                       |
|   |   | Title: President                        |

 

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**Exhibit ADocuments and Requirements**

 

1.               Fourth Amendment to CreditFacilities Agreement.

 

2.               Third Amended and RestatedRevolving Note in the amount of $49,090,909.23 to GE Commercial Distribution FinanceCorporation.

 

3.               Second Amended and RestatedRevolving Note in the amount of $13,636,363.59 to SunTrust Bank.

 

4.               Revolving Note in the amountof $16,363,636.29 to Wachovia Bank, National Association.

 

5.               Revolving Note in the amountof $10,909,090.89 to Manufacturers and Traders Trust Company.

 

6.               Master Assignment andAcceptance Agreement among GE Commercial Distribution Finance Corporation,SunTrust Bank, Wachovia Bank, National Association, and Manufacturers andTraders Trust Company.

 

7.               Ratification of UnlimitedGuaranty of Loan Obligations executed by GTSI Financial Services, Inc.

 

8.               Secretary’s Certificate ofGTSI (certifying no modification to Articles of Organization or By-laws sincethe Effective Date, no modification to the incumbency certificate lastdelivered and authorizing resolutions). Such resolutions shall specifically authorize the execution and deliveryof the Fourth Amendment to Credit Facilities Agreement, and the execution ofthe Amended and Restated Revolving Notes and the Revolving Notes listed herein.

 

9.               Good Standing Certificate ofGTSI from the Secretary of State of Delaware.

 

10.         Secretary’s Certificate ofTLI (certifying no modification to Articles of Organization or By-laws sincethe Effective Date, no modification to the incumbency certificate lastdelivered and authorizing resolutions). Such resolutions shall specifically authorize the execution and deliveryof the Fourth Amendment to Credit Facilities Agreement, and the execution ofthe Amended and Restated Revolving Notes and the Revolving Notes listed herein.

 

11.         Good Standing Certificate ofTLI from the Secretary of State of Delaware.

 

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**Exhibit 3LENDERS’ FACILITIES AND PRO-RATA SHARES**

 
| **LENDER**                               | ** ** | **TOTALS(1)** | ** **     | **REVOLVING  LOAN  FACILITY** | ** ** | **FLOORPLAN  LOAN  FACILITY** | ** ** | **PRO-RATA  SHARES** | ** **     |
|------------------------------------------|------------|---------------|----------------|-------------------------------|------------|-------------------------------|------------|----------------------|----------------|
| GE  Commercial Distribution Finance      |       | $             | 90,000,000.00  |                          | $          | 49,090,909.23                 |       | $                    | 90,000,000.00  |   | 54.54 | % |
| SunTrust  Bank                           |       | $             | 25,000,000.00  |                          | $          | 13,636,363.59                 |       | $                    | 25,000,000.00  |   | 15.15 | % |
| Wachovia  Bank, National Association     |       | $             | 30,000,000.00  |                          | $          | 16,363,636.29                 |       | $                    | 30,000,000.00  |   | 18.18 | % |
| Manufacturers  and Traders Trust Company |       | $             | 20,000,000.00  |                          | $          | 10,909,090.89                 |       | $                    | 20,000,000.00  |   | 12.12 | % |
| AGGREGATES                               |       | $             | 165,000,000.00 |                          | $          | 90,000,000.00                 |       | $                    | 165,000,000.00 |   | 100.00 | % |

 

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(1) Subject to the Total Aggregate Credit Facility Limit of $165,000,000 - 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 $165,000,000 Aggregate Floorplan Loan Facility).

 

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