SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.2
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (as may be modified from time to
time, this “Second Amendment”) effective February 25, 2011 (the “Effective Date”),
is made to that certain Amended and Restated Credit Agreement dated as of the 19th day
of October, 2010, 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 Xxxxx Fargo Capital Finance, LLC, a Delaware limited liability company, formerly known as Xxxxx
Fargo Foothill, LLC (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”), CPC as lender and the other lenders
listed on Exhibit 3 of the Credit Agreement and the signature pages hereto (and their
respective successors and permitted assigns), (collectively, “Lenders”).
WITNESSETH:
WHEREAS, Lenders have extended certain credit facilities to the Reseller pursuant to the
Credit Agreement.
NOW, THEREFORE, pursuant to the provisions of Section 21.2 of the Credit Agreement,
CPC and the Required Lenders hereby consent to this Second Amendment and agree, subject to the
conditions set forth herein, to amend the Credit Agreement on the terms set forth herein.
SECTION 1. Definitions. All capitalized terms used but not otherwise defined herein
shall have the meanings given to such terms in the Credit Agreement.
SECTION 2. Amendments to Credit Agreement.
A. Section 15.10 of the Credit Agreement is hereby amended by deleting it in its
entirety and existing and replacing it with the following:
“Restricted Payments. Directly or indirectly declare or make any Restricted
Payment, or set aside any funds for any such purpose, other than (a) dividends on
common stock which accrue (but are not paid in cash) or are paid in kind or
dividends on preferred stock which accrue (but are not paid in cash) or are paid in
kind; provided, however, that Reseller’s Subsidiaries may make Restricted Payments
to Reseller or a wholly owned Subsidiary of Reseller, (b) Restricted Payments for
the sole purposes of purchasing Reseller’s stock from employees of Reseller and its
Subsidiaries upon termination of employment of any such employee so long as (i) no
Default or Event of Default shall have occurred and be continuing or result
therefrom and (ii) the aggregate amount of all such Restricted Payments shall not
exceed $500,000 during any 365-day period, (c) Restricted Payments for the sole
purpose of purchasing a sufficient number of shares of Reseller’s stock from
employees of Reseller to equal tax payments owed by such employees due on gains in
value with respect to such stock so long as (i) no Default or Event of Default shall
have occurred and be continuing or result therefrom and (ii) the aggregate amount of
all such Restricted Payments shall not exceed $500,000 during any 365-day period,
(d) Restricted Payments in respect of which Reseller shall have delivered evidence
satisfactory to Administrative Agents that the following conditions have been
satisfied before and after giving effect to any such Restricted Payment: (i) no
Event of Default shall have occurred and be continuing or result from such
Restricted Payment, (ii) the aggregate amount of all such Restricted Payments shall
not exceed $500,000 during any 365-day period and (iii) when the Restricted Payment
is made Reseller has
availability under the Revolving Loan Facility of at least equal to the
Restricted Payment, and (e) as may be otherwise permitted by Section 15.11.”
B. Section 15.11 of the Credit Agreement is hereby amended by deleting it in its
entirety and existing and replacing it with the following:
“Redemptions. Directly or indirectly redeem any preferred stock or any common
stock, partnership interest (of any type or class) or other equity interest of
Reseller or any Covered Person except as permitted by Section 15.10.”
SECTION 3. Conditions to Effectiveness. The effectiveness of this Second Amendment
is expressly conditioned upon the receipt by the Administrative Agents of counterparts
hereof signed in number sufficient for each of the parties hereto.
SECTION 4. Representations and Warranties. Resellers hereby represent and warrant
as follows:
A. The Credit Agreement, as amended hereby, constitutes legal, valid and binding
obligations of Resellers and is enforceable against Resellers in accordance with its terms.
B. Upon the Effective Date, Resellers hereby reaffirm 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 Second Amendment which has not been separately disclosed to and/or
waived by CPC.
SECTION 5. Effect on the Credit Agreement.
A. Upon the effectiveness of this Second Amendment, each reference in the 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 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 Second Amendment shall not operate
as a waiver of any right, power or remedy of Lenders, nor constitute a waiver of any
provision of the Credit Agreement, or any other documents, instruments or agreements
executed and/or delivered under or in connection therewith.
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SECTION 7. Governing Law. This Second 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 Colorado.
SECTION 8. Headings. Section headings in this Second Amendment are included herein
for convenience of reference only and shall not constitute a part of this Second Amendment
for any other purpose.
SECTION 9. Counterparts. This Second 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.
SIGNATURES APPEAR ON NEXT PAGE
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IN WITNESS WHEREOF, the undersigned (by their duly authorized officers, where appropriate)
have executed this Second Amendment effective as of the date and year first above written.
| CASTLE PINES CAPITAL LLC, as Administrative Agent and a Lender |
||||
By:
|
/s/ Xxxx Xxxxxxx | |||
| Title: Managing Partner | ||||
| XXXXX FARGO CAPITAL FINANCE, LLC as Administrative Agent and Collateral Agent |
||||
By:
|
/s/ Xxxx Xxxxxx | |||
| Title: Executive Vice President — Division Portfolio Manager | ||||
| Notice Address — Administrative Agents: | ||||
| c/o Castle Pines Capital LLC | ||||
| 000 Xxxxxxxxx Xxxxx Xxxx, Xxxxx 000 | ||||
| Xxxxxxxxx, XX 00000 | ||||
| Attn: Mr. Xxxx Xxxxxxx | ||||
| FAX # (000) 000-0000 | ||||
| TEL # (000) 000-0000 | ||||
| xxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx | ||||
| with a copy to | ||||
| Xx. Xxxxxx X. Xxxxxxxx | ||||
| General Counsel and Secretary | ||||
| FAX # (000) 000-0000 | ||||
| TEL # (000) 000-0000 | ||||
| xxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx | ||||
| with a copy to | ||||
| Xxxxx Fargo Capital Finance, LLC | ||||
| 00000 Xxxxxx Xxxxxxx, Xxxxx 0000 | ||||
| Xxxxxx, XX 00000 | ||||
| Attn: Xx. Xxxx X. Xxxxxxx | ||||
| FAX # (000) 000-0000 | ||||
| TEL # (000) 000-0000 | ||||
| xxxx.xxxxxxx@xxxxxxxxxx.xxx | ||||
IN WITNESS WHEREOF, the undersigned (by their duly authorized officers, where appropriate) have
executed this Second Amendment effective as of the date and year first above written.
| U.S. BANK NATIONAL ASSOCIATION, as a Lender |
||||
By:
|
/s/ Xxxxx Xxxxxxxx | |||
| Title: Senior Vice President, | ||||
| U.S. Bank Asset Based Finance | ||||
| Notice Address: | ||||
| U.S. Bank, National Association | ||||
| 0xx & Xxxxxxxxxx, 0xx Xxxxx | ||||
| Xx. Xxxxx, XX 00000 | ||||
| Attn: Xxxxx Xxxxxxxx | ||||
| FAX # 000-000-0000 | ||||
| TEL # 000-000-0000 | ||||
| Xxxxx.X.Xxxxxxxx@xxxxxx.xxx | ||||
IN WITNESS WHEREOF, the undersigned (by their duly authorized officers, where appropriate) have
executed this Second Amendment effective as of the date and year first above written.
| GTSI CORP., as Reseller | ||||
By:
|
/s/ Xxxxxxxx Xxxxxxxx | |||
| Title: Chief Executive Officer | ||||
| Notice Address for Reseller: | ||||
| GTSI Corp. | ||||
| 0000 Xxxxxx Xxxx Xxxxx, Xxxxx 000 | ||||
| Xxxxxxx, Xxxxxxxx 00000-0000 | ||||
| Attn: Legal Department | ||||
| Telecopy No.: 000-000-0000 | ||||
| Email: Xxxxx@xxxx.xxx | ||||
| with a copy (which shall not constitute notice) to: | ||||
| Carter Strong, Esq. | ||||
| Arent Fox LLP | ||||
| 0000 Xxxxxxxxxxx Xxxxxx, X.X. | ||||
| Xxxxxxxxxx, X.X. 00000 | ||||
| Telecopy No. 202-857-6395 | ||||
| xxxxxx.xxxxxx@xxxxxxxx.xxx | ||||
