Exhibit 10.2





FIRST AMENDMENT TO CREDIT AGREEMENT




THIS FIRST AMENDMENT TO CREDIT AGREEMENT (as may be modified from time to time, this
“First Amendment”) effective May 27, 2009 (the “Effective Date”), is made to that
certain Credit Agreement dated as of the 27th day of May, 2009, as amended (the “Credit
Agreement”), by and among GTSI Corp., a Delaware corporation (“Reseller”), Castle Pines
Capital LLC, a Delaware limited liability company (as an individual administrative agent, or as a
lender, as the context may require, “CPC”) and Wells Fargo Foothill, LLC, a Delaware
limited liability company (in its capacity as the collateral agent for the benefit of Lenders, the
“Collateral Agent,” in its capacity as an individual administrative agent, “WFF”
and, together with CPC, “Administrative Agents”) and CPC initially as sole lender as listed
on Exhibit 3 of the Original Credit Agreement and the signature pages thereto (and its successors
and permitted assigns), (the “Lender”).



WITNESSETH:




WHEREAS, Reseller has requested that the Lender amend the Credit Agreement pursuant to the
terms of this Amendment.



WHEREAS, Section 21.2 of the Credit Agreement prohibits any amendment to or
modification of any provision of the Credit Agreement, or of any of the other Loan Documents unless
it is in writing and signed by authorized officers of Reseller and Required Lenders.



NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the mutuality, receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:



SECTION 1. Definitions. All capitalized terms used and not defined herein shall
have the meanings assigned thereto in the Credit Agreement.



SECTION 2. Amendments. Pursuant to Section 21.2 of the Credit Agreement and
effective in accordance with Section 3 hereof, the Lender hereby agrees to amend
Section 15, Negative Covenants, of the Credit Agreement by deleting Section 15.11
in its entirety and substituting, in lieu thereof, the following new Section 15.11, to read
as follows:



15.11 “Redemptions” Directly or indirectly redeem any preferred stock or any common
stock, partnership interest (of any type or class) or membership interest (of any type or class) or
other equity interest of Reseller or any Covered Person; notwithstanding the foregoing, Reseller
may repurchase stock of Reseller, provided that (i) no Default or Event of Default has
occurred and is continuing or would be caused thereby, (ii) such repurchase occurs during the
period commencing May 27, 2009 and ending on the Termination Date for an aggregate redemption price
not to exceed $5,000,000 and (iii) after the effectiveness of such repurchase (if repurchased in
whole, or each such repurchase if effected in parts), Reseller has availability under the Borrowing
Base of at least equal to the redemption price being paid.”



SECTION 3. Conditions to Effectiveness. The effectiveness of this First Amendment is
expressly conditioned upon the receipt by the Administrative Agents of at least one counterpart
hereof signed by each of the parties hereto.



SECTION 4. Representations and Warranties. The Reseller hereby represents and
warrants as follows:




A. The Credit Agreement, as amended hereby, constitutes legal, valid and binding
obligations of the Reseller and is enforceable against the Reseller in accordance with its
terms.


 


 









 






B. Upon the Effective Date, the Reseller hereby reaffirms all covenants,
representations and warranties made in the Original Credit Agreement to the extent the same
are
not amended hereby and agrees that all such covenants, representations and warranties shall
be deemed to have been remade as of the Effective Date.




C. No Event of Default or Default has occurred and is continuing or would exist after
giving effect to this First Amendment which has not been separately disclosed to and/or
waived by the Required Lenders.




SECTION 5. Effect on the Credit Agreement.




A. Upon the effectiveness of this First Amendment, each reference in the Original Credit
Agreement to “this Credit Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall
mean and be a reference to the Credit Agreement as amended hereby.




B. Except as specifically amended herein, the Original Credit Agreement and all other
documents, instruments and agreements executed and/or delivered in connection therewith, shall
remain in full force and effect, and are hereby ratified and confirmed.




C. The execution, delivery and effectiveness of this First Amendment shall not operate as a
waiver of any right, power or remedy of the Lenders, nor constitute a waiver of any provision of
the Original Credit Agreement, or any other documents, instruments or agreements executed and/or
delivered under or in connection therewith.



SECTION 6. Governing Law. This First Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and shall be governed by
and construed in accordance with the laws of the State of New York.



SECTION 7. Headings. Section headings in this First Amendment are included herein for
convenience of reference only and shall not constitute a part of this First Amendment for any other
purpose.



SECTION 8. Counterparts. This First Amendment may be executed by the parties hereto
in one or more counterparts, each of which taken together shall be deemed to constitute one and the
same instrument.



SECTION 9. Counterpart Facsimile Execution. For purposes of this First Amendment, a
document (or signature page thereto) signed and transmitted by facsimile machine is to be treated
as an original document. The signature of any Person thereon, for purposes hereof, is to be
considered as an original signature, and the document transmitted is to be considered to have the
same binding effect as an original signature on an original document. No party hereto may raise
the use of a facsimile machine or the fact that any signature was transmitted through the use of a
facsimile machine as a defense to the enforcement of the Credit Agreement, as amended hereby.



SIGNATURES APPEAR ON NEXT PAGE





 


2









 







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



CASTLE PINES CAPITAL LLC,

as Administrative Agent and a Lender



	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	John Schmidt	 	 
	 

	 	Title:
	 	Managing Partner	 	 






WELLS FARGO FOOTHILL, LLC

as Administrative Agent and Collateral Agent



	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	John Hanley	 	 
	 

	 	Title:
	 	Executive Vice President —
 Division Portfolio Manager	 	 






Notice Address — Administrative Agents:



c/o Castle Pines Capital LLC

116 Inverness Drive East, Suite 375

Englewood, CO 80112

Attn: Mr. John Schmidt

FAX # (303) 209-1906

TEL # (303) 209-1941

jschmidt@castlepinescapital.com





with a copy to



Mr. Robert A. Breindel

General Counsel and Secretary

FAX # (303) 209-1937

TEL # (303) 209-1906

rbreindel@castlepinescapital.com





with a copy to



Wells Fargo Foothill, LLC

14241 Dallas Parkway, Suite 1300

Dallas, TX 75254

Attn: Mr. John Hanley

FAX # (972) 386-1844

TEL # (972) 851-9120

john.hanley@wellsfargo.com



 


 









 





GTSI Corp., as Reseller




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Peter Whitfield	 	 
	 

	 	Title:
	 	Executive Vice President and
 Chief Financial Officer	 	 






Notice Address for Reseller:



GTSI Corp.

2553 Dulles View Drive, Suite 100

Herndon, Virginia 20171-5219

Attn: Legal Department

Telecopy No.: 703-222-5217

Email:Legal@gtsi.com




with a copy (which shall not constitute notice) to:



Carter Strong, Esq.

Arent Fox LLP

1050 Connecticut Avenue, N.W.

Washington, D.C. 20036

Telecopy No. 202-857-6395

strong.carter@arentfox.com