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
”).
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 Administrativ
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