EXHIBIT 10.17
FIFTH AMENDMENT
THIS FIFTH AMENDMENT ("Amendment") is entered into as of the 28th day of
February, 2001 by and among Deutsche Financial Services Corporation ("DFS"), as
Agent and a Lender ("Agent"), the other Lenders signatories hereto ("Lenders")
and GTSI Corp. f/k/a Government Technology Services, Inc. ("Borrower").
RECITALS
Agent, Lenders (and/or their successors by assignment, as applicable) and
Borrower are parties to that certain Second Amended and Restated Business Credit
and Security Agreement dated as of July 28, 1997 (as amended from time to time,
the "Credit Agreement"). Lenders and Agent now desire to amend certain
provisions of the Credit Agreement subject to the terms hereof.
NOW, THEREFORE, in consideration of the forgoing premises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Reserves. The following sentence shall be added to the end of Section
3.12 of the Credit Agreement.
"Furthermore, when requested in writing by SunTrust Bank, Agent shall have
the right to establish reserves up to Seven Million Five Hundred Thousand
Dollars ($7,500,000), against the amount of Loans which Borrower may otherwise
request under Section 3.2, in the amount of the Microsoft Transfers. The
"Microsoft Transfers" shall mean all amounts paid by Borrower to Microsoft
Corporation or its subsidiaries or affiliates via Automated Clearing House (ACH)
transfers from Borrower's account at SunTrust Bank."
2. Consent to Filing of Lien by SunTrust Bank. Notwithstanding the
provisions of Section 9.2.3 to the contrary, Borrower may grant a security
interest to SunTrust Bank in Borrower's accounts and the proceeds thereof, and
SunTrust Bank may file, on or after the effective date of this Amendment, a Lien
on Borrower's accounts and the proceeds thereof; provided that such security
interest and Lien are at all times subordinate to DFS' security interests and
Liens in Borrower's accounts and the proceeds thereof, both in its capacity as
Agent under the Credit Agreement, and in its individual capacity.
3. Consent to Acquisition of Assets of EdgeMark Systems, Inc.
Notwithstanding the provisions of Section 9.2.4 to the contrary, Lenders hereby
consent to Borrower's purchase of substantially all of the assets of EdgeMark
Systems, Inc., provided that after giving effect to such purchase, Borrower is
in compliance with each of the financial covenants set forth in Section 9.3.1 of
the Credit Agreement.
4. Consent to Stock Repurchase. In the Third Amendment dated November 24,
1999 among Agent, Lenders and Borrower ("Third Amendment"), Lenders previously
consented to Borrower's purchase of its stock from third-party shareholders in
an amount not to exceed Five Million Two Hundred Fifty Thousand Dollars
($5,250,000). In the Fourth Amendment dated November 17, 2000 among Agent,
Lenders and Borrower ("Fourth Amendment"), Lenders consented to an increase of
such amount to Six
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Million One Hundred Thousand Dollars ($6,100,000). Borrower has requested that
Lender consent to additional purchases of Borrower's stock. Notwithstanding the
provisions of Section 9.2.16 to the contrary, Lenders hereby consent to
Borrower's purchase of its stock from third-party shareholders in an amount not
to exceed Four Million Six Hundred Seventy Five Thousand Dollars ($4,675,000);
provided: (i) that the aggregate amount of all such stock held by Borrower
(including stock previously purchased), does not exceed Twelve Million Nine
Hundred Ten Thousand Dollars ($12,910,000) and (ii) after giving effect to such
purchase, Borrower is in compliance with each of the financial covenants set
forth in Section 9.3.1 of the Credit Agreement.
5. Conditions to Effectiveness. This Fifth Amendment shall become effective
as of the date first written above upon receipt by the Agent of counterparts to
this Fifth Amendment duly executed by the Borrower and the Lenders.
6. Miscellaneous. Except to the extent specifically amended herein, all
terms and conditions of the Credit Agreement and the other Loan Documents are
hereby ratified and reaffirmed and shall remain in full force and effect.
Capitalized terms used but not defined herein shall have the meanings given them
in the Credit Agreement. Borrower waives notice of Agent's and each Lender's
acceptance of this Amendment. Agent and each Lender reserves all of their
respective rights and remedies under the Credit Agreement and other Loan
Documents.
IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment
as of the date first written above.
GTSI Corp.
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
DEUTSCHE FINANCIAL SERVICES CORPORATION,
as Agent and a Lender
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
Date: ____________________________________
SUNTRUST BANK, a Lender
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By: ______________________________________
Name: ____________________________________
Title: ___________________________________
Date: ____________________________________
FLEET CAPITAL CORPORATION, a Lender
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
Date: ____________________________________
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