**Exhibit 10.1**

 

**SIXTHAMENDMENT TO**

**CREDITFACILITIES AGREEMENT**

 

This SIXTH AMENDMENT TOCREDIT FACILITIES AGREEMENT (this “Agreement”) is entered into and effective asof August 15, 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, asfurther amended by that certain Third Amendment to Credit Facilities Agreementdated as of November 22, 2004, as further amended by that certain FourthAmendment to Credit Facilities Agreement dated as of April 28, 2005, andas further amended by that certain Fifth Amendment to Credit FacilitiesAgreement dated as of August 8, 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 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.** 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 ofAgreement.**This Agreement shallbecome effective as of the date first written above, but only if this Agreementhas been executed by each of GTSI, TLI, Administrative Agent and the Lenders,and only if all of the documents listed on Exhibit A to this Agreementhave been delivered and, as applicable, executed, sealed, attested,acknowledged, certified, or authenticated, each in form and substancesatisfactory to Administrative Agent and the Lenders, by each of GTSI, TLI,and/or GTSI Financial Services, Inc. (“GTSIFS”), as applicable, and thewaiver fee described in Section 3.2 of this Agreement has been paid incash to the Administrative Agent.  Eachdocument, note, certificate or agreement listed on Exhibit A and signed byGTSI, TLI, or GTSIFS, as applicable, is and shall be deemed (together with allprior documents, notes, certificates and other agreements defined as LoanDocuments in the Original Credit Agreement) to be a “Loan Document.”

 

**3.****              Amendments to CreditAgreement.**The Original CreditAgreement is hereby amended as follows:

 

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**3.1.****                            Distributions.**Section 5.7 of the FifthAmendment to Credit Facilities Agreement dated as of August 8, 2005 ishereby deleted in its entirety.  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 effectiveas of August 8, 2005 and continuing through December 31, 2005;provided, however, that if (i) no Default exists and no Default or Eventof Default will occur or is reasonably likely to occur as a result of suchpayment, (ii) there is at least $7,500,000 of Excess Eligible Accountsafter giving effect to the contemplated Distribution, and (iii) that anadditional reserve shall be taken against the Borrowing Base in the aggregateamount of the allowed Distributions made under this provision during the periodspecified above, the Borrower or any other Covered Person may purchase orotherwise acquire up to $2,500,000, in the aggregate, of outstanding capitalstock or other equity securities of Borrower.

 

Borrowers hereby acknowledge that Defaultsand Events of Default have occurred under the following Section of theCredit Agreement:  Section 14.10(Distributions) during the period from April 30, 2005 through July 31,2005.  Subject to the terms andconditions contained herein, Administrative Agent and Lenders hereby waive theDefaults and Events of Default described in the preceding sentence; provided,however, that such waiver shall not constitute or be deemed to be a waiver ofany subsequent Defaults or Events of Default under such Sections, or of anyother 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 ofAdministrative Agent and Lenders with respect to such Defaults and Events ofDefault, whether pursuant to the Credit Agreement, the other Loan Documents, oravailable at law or equity, shall be available to Administrative Agent andLenders.  Borrowers, Administrative Agentand Lenders each agree that the waivers granted herein do not apply to thebreach of any other term, provision, covenant, representation or warranty ofthe Credit Agreement or the other Loan Documents or the breach of the covenantsdescribed above for any periods other than the periods specifically describedabove.

 

**3.2.****                            BorrowingBase.**Notwithstanding theprovisions of **Section 3.1.4**ofthe Credit Agreement, effective as of August 8, 2005 and continuingthrough December 31, 2005, an additional deduction shall be made againstthe calculated Borrowing Base from time to time in an amount equal to theaggregate amount of the permitted Distributions made by Borrower in accordancewith Section 3.1 of this Agreement.

 

**4.****              Representations andWarranties of Borrower.**EachBorrower hereby represents and warrants to Administrative Agent and the Lendersthat (i) Borrowers’ execution of this Agreement has been duly authorizedby all requisite actions of each Borrower; (ii) no consents are necessaryfrom any third parties for Borrowers’ execution, delivery or performance ofthis Agreement, (iii) this Agreement, the Original Credit Agreement, andeach of the other Loan Documents, constitute the legal, valid and bindingobligations of each Borrower enforceable against each such Borrower inaccordance with their terms, except to the extent that the enforceabilitythereof against Borrowers may be limited by bankruptcy, insolvency or otherlaws affecting the enforceability of creditors rights generally or by equityprinciples of general application, (iv) except as disclosed on thesupplemental disclosure schedule attached hereto as Exhibit B and thedisclosure schedule attached to the Original Credit Agreement, all of therepresentations and warranties contained in Section 11 of the CreditAgreement are true and correct with the same force and effect as if made on andas of the date of this Agreement, and (v) after giving effect to thisAgreement, there is no Default or no Event of Default Exists.

 

**5.****              Reaffirmation.**Each Borrower hereby represents, warrants,acknowledges and confirms that (i) the Original Credit Agreement and theother Loan Documents remain in full force and effect as amended by

 

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this Agreement, (ii) no Borrower has adefense to its obligations under the Original Credit Agreement and the otherLoan Documents, (iii) the Security Interests of the Administrative Agent(held for the ratable benefit of the Lenders) under the Security Documentssecure all the Loan Obligations under the Original Credit Agreement, continuein full force and effect, and have the same priority as before this Agreement,and (iv) no Borrower has a claim against Administrative Agent or anyLender arising from or in connection with the Original Credit Agreement or theother Loan Documents and any such claim is hereby irrevocably waived andreleased and discharged forever.

 

**6.****              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.

 

**7.****              Fees and Expenses.**Borrowers shall promptly pay toAdministrative Agent an amount equal to all reasonable and documented thirdparty fees, costs and expenses incurred by the Administrative Agent inconnection with the preparation, negotiation, execution and delivery of this SixthAmendment to Credit Facilities Agreement.

 

**8.****              Section Titles.**The section titles in thisAgreement are for convenience of reference only and shall not be construed soas to modify any provisions of this Agreement.

 

**9.****              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.

 

**10.****       Incorporation By Reference.**Administrative Agent, Lenders andBorrowers hereby agree that all of the terms of the Loan Documents areincorporated in and made a part of this Agreement by this reference (except tothe extent amended hereby).

 

**11.****       Notice—Oral Commitments NotEnforceable.**The following noticeis given pursuant to Section 432.057 of the Missouri Revised Statutes; nothingcontained in such notice shall be deemed to limit or modify the terms of theLoan 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, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THATIS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING ORDISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED INTHIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENTBETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.**

 

**12.****       Statutory Notice-Insurance.**The following notice is givenpursuant to Section 427.120 of the Missouri Revised Statutes; nothingcontained in such notice shall be deemed to limit or modify the terms of theLoan 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**

 

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**INSURANCEMAY, BUT NEED NOT, PROTECT YOUR INTERESTS. THE COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKEOR ANY CLAIM THAT 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 OR OBLIGATION.  THE COSTS OF THE INSURANCE MAY BE MORETHAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.**

 

***[Signature Pages Follow]***

 

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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/  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 Sixth Amendment to CreditFacilities Agreement, by and among Administrative Agent, Borrower and theLenders (“Sixth 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 and sufficiencyof which is hereby acknowledged, the undersigned, GTSI Financial Services, Inc.,irrevocably and unconditionally reaffirms pursuant to the terms of theUnlimited Guaranty its continuing guarantee of the payment and performance ofall current and future Guarantied Obligations, including, without limitation,all Loan Obligations.  The undersigned,GTSI Financial Services, Inc., further agrees that the validity andenforceability of the Unlimited Guaranty is not and shall not be affected inany way or manner by any of the changes in the financing set forth in the SixthAmendment, that the Unlimited Guaranty is in full force and effect, and theundersigned, GTSI Financial Services, Inc., has no defenses of any kind ornature with respect to his obligations under the Unlimited Guaranty.

 

The undersigned, GTSI Financial Services, Inc.,has reviewed the attached Sixth Amendment and all other documents and financialstatements the undersigned deems necessary relating to the Borrowers and theGuarantied Obligations, including, without limitation, the Loan Obligations.

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

 

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