CRYSTAL CAPITAL FUND, L.P. Two International Place Boston, MA 02110
Exhibit 99.2
CRYSTAL CAPITAL FUND, L.P.
Two International Place
Boston, MA 02110
Two International Place
Boston, MA 02110
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of June 2, 2006 (as amended, and in effect from time
to time, the “Credit Agreement”) by and among GTSI Corp., a Delaware corporation (the
“Borrower”), the persons party thereto from time to time as Guarantors (as defined
therein), the financial institutions party thereto from time to time (the “Lenders”) and
Crystal Capital Fund, L.P., in its capacity as Administrative Agent for the Lenders (in such
capacity, the “Administrative Agent”). All capitalized terms used herein without
definition shall have the respective meanings assigned to such terms in the Credit Agreement.
The Borrower has advised the Administrative Agent that it intends to repay all amounts due
under the Credit Agreement and has requested that the Administrative Agent provide the Borrower
with appropriate pay-off figures for the principal, interest and other amounts owing by the
Borrower to the Lenders under the Credit Agreement.
Pay-Off Amount as of the Computation Date. The pay-off figures for the Borrower as of February
25th, 2008 (the “Computation Date”) under the Credit Agreement are as follows
(collectively, together with any additional interest accruing, or legal fees and expenses incurred,
after the Computation Date, the “Pay-Off Amount”):
Principal: |
$ | 10,000,000.00 | ||
Interest: |
$ | 83,333.33 | ||
Early Termination Fee: |
$ | 125,138.89 | ||
Legal Fees and Expenses |
$ | 0 | ||
Total: |
$ | 10,213,472.22 | ||
Interest, Etc. Accruing after the Computation Date. From and after the Computation Date and
until the Pay-Off Date (as defined below), interest shall continue to accrue on the unpaid
principal amount of the Term Loan at the rates set forth in the Credit Agreement. The Borrower
further agrees to pay any and all legal fees and expenses incurred by counsel to the Administrative
Agent in connection with this letter and the termination of the Credit Agreement and the other Loan
Documents, including those amounts which are billed after the Computation Date. Upon request of
the Borrower, the Administrative Agent shall provide the Borrower with a revised figure for the
amount of interest to be paid as part of the Pay-Off Amount plus any additional legal fees and
expenses incurred since the Computation Date and to be paid as part of the Pay-Off Amount.
Discharge and Release on the Payment Date. The Administrative Agent acknowledges and agrees
that, upon the Administrative Agent’s receipt of payment in full in cash of the Pay-Off Amount,
including any additional interest accruing and additional fees and expenses incurred after the Computation Date, on or prior to 2:00 p.m. (Boston time) on the date of payment (the
time of the Administrative Agent’s receipt of such payment being hereinafter referred to as the
“Pay-Off Date”), (a) all indebtedness and obligations of the Borrower to the Administrative
Agent and the Lenders under or in respect of the Credit Agreement and the other Loan Documents
shall be deemed to be and shall be paid and discharged in full and (b) the Administrative Agent and
the Lenders shall, at the request and expense of the Borrower, release or terminate all security
interests and liens which the Borrower may have granted to the Administrative Agent for the benefit
of the Lenders pursuant to the Credit Agreement.
Reservations. The Borrower acknowledges and agrees that its obligations and liabilities under
the Credit Agreement and the other Loan Documents shall be reinstated with full force and effect,
if at any time on or after the Pay-Off Date, all or any portion of the Pay-Off Amount paid to the
Administrative Agent or the Lenders is voided or rescinded or must otherwise be returned by the
Administrative Agent or the Lenders to the Borrower upon the Borrower’s insolvency, bankruptcy or
reorganization or otherwise, all as though such payment had not been made. In addition, nothing
contained in this letter shall terminate or otherwise impair those expense reimbursement,
indemnification or other provisions of the Credit Agreement and the other Loan Documents which by
their express terms survive the repayment of the Term Loan.
Pay-Off Date Deliveries. On the Pay-Off Date, the Administrative Agent, on behalf of the
Lenders will deliver the following to the Borrower at the Borrower’s sole cost and expense:
| (a) | Uniform Commercial Code termination statements in form suitable for filing in
those jurisdictions listed on Schedule 1 attached hereto; |
||
| (b) | instruments of termination, release and reassignment of security interest
duly executed by the Administrative Agent and in a form suitable for recording with
the United States Patent and Trademark Office with respect to the Trademark Security
Agreement; and |
||
| (c) | instruments of termination, release and reassignment of security interest
duly executed by the Administrative Agent and in a form suitable for recording with
the United States Copyright Office with respect to the Copyright Security Agreement; |
Further Assurances. The Administrative Agent, on behalf of the Lenders, further agrees to
deliver to the Borrower, after the Pay-Off Date, at the Borrower’s sole cost and expense, such
other releases or termination statements as the Borrower may reasonably request in connection with
the Administrative Agent’s and the Lenders’ above-described release and termination of the security
interests and liens granted to the Administrative Agent for the benefit of the Lenders.
Governing Law. This letter shall be governed by the laws of the State of New York (without
reference to conflict of laws).
[Remainder of page intentionally left blank.]
-2-
| Very truly yours, | ||||
| CRYSTAL CAPITAL FUND, L.P., | ||||
| as the Administrative Agent | ||||
| By: | Crystal Capital GP, LLC, | |||
| its General Partner | ||||
| By: | //S// Xxxxxx Xxxxxxxx | |||
| Name: Xxxxxx Xxxxxxxx | ||||
| Title: Director | ||||
Schedule 1
UCC-3s to be filed
| Debtor Name | Jurisdiction | File Number | File Date | |||
-2-
