SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”),
dated as of August 30, 2011, is entered into 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), as “Lenders”, agree as follows.
RECITALS
A. Reseller, Administrative Agents and the several financial institutions from time to time
party to thereto as lenders (“Lenders”) have previously entered into that certain Second
Amended and Restated Credit Agreement dated as of May 31, 2011, as amended by that certain First
Amendment to Second Amended and Restated Credit Agreement and Consent dated as of August 12, 2011
(together, as further amended, modified, supplemented, extended or restated from time to time, the
“Credit Agreement”), pursuant to which Administrative Agents and Lenders have made certain
loans and financial accommodations available to Reseller. Terms used herein without definition
shall have the meanings ascribed to them in the Credit Agreement.
B. Reseller has requested that Administrative Agents and the Lenders amend the Credit
Agreement to permit certain transactions otherwise prohibited under the Credit Agreement which
Administrative Agents and the Lenders are willing to do pursuant to the terms and conditions set
forth herein.
C. Reseller is entering into this Amendment with the understanding and agreement that, except
as specifically provided herein, none of Administrative Agents’ or any Lender’s rights or remedies
as set forth in the Credit Agreement are being waived or modified by the terms of this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Amendment to Credit Agreement. Subject to the satisfaction of the conditions set
forth in Section 2 of this Amendment, as determined by the Administrative Agents, Section 15.10 of
the Credit Agreement is hereby amended by deleting the period at the end of such section and
adding the following new clause (f) to the end of such section:
“, and (f) Restricted Payments for the sole purpose of purchasing Reseller’s stock
pursuant to a Rule 10b5-1 and 10b-18 under the Securities Exchange Act of 1934 (as
amended), so long as 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) Reseller
shall be in compliance
with each of the financial covenants set forth in Section 16 of the Credit
Agreement, and (iii) the aggregate amount of all such Restricted Payments shall not
exceed $5,000,000.”
2. Conditions Precedent to Effectiveness of this Amendment. This Amendment shall not
become effective until all of the following conditions precedent shall have been satisfied in the
sole discretion of Administrative Agents or waived by Administrative Agents:
(a) Administrative Agents shall have received this Amendment fully executed.
(b) Not later than two Business Days following the execution of share repurchase agreement,
the Reseller shall have delivered fully executed copies of such agreement, together with evidence
that the share repurchase was duly authorized by the directors of the Reseller.
(c) Immediately before and after giving effect to this Amendment, (i) no Default shall have
occurred and be continuing, and (ii) Reseller shall have availability for Revolving Loan Advances.
(d) Each proposed Restricted Payment permitted by new Section 15.10(f) and all transactions
related thereto shall be consummated in accordance with all applicable laws, ordinances, rules,
regulations and requirements of all Governmental Authorities.
(e) The representations and warranties set forth herein and in the Credit Agreement (other
than any such representations or warranties that, by their terms, are specifically made as of a
date other than the date hereof) must be true and correct in all material respects (except that
such materiality qualifier shall not be applicable to any portion of any representation and
warranty that is already qualified or modified by materiality in the text thereof).
(f) Administrative Agents shall have received all other documents and legal matters in
connection with the transactions contemplated by this Amendment and such documents shall have been
delivered or executed or recorded and shall be in form and substance satisfactory to Administrative
Agents.
3. Representations and Warranties. Reseller represents and warrants as follows:
(a) Authority. Reseller has the requisite corporate power and authority to execute
and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents
(as amended or modified hereby) to which it is a party. The execution, delivery and performance by
Reseller of this Amendment have been duly approved by all necessary corporate action, have received
all necessary governmental approval, if any, and do not contravene any law or any contractual
restriction binding on any Reseller. No other corporate proceedings are necessary to consummate
such transactions.
(b) Enforceability. This Amendment has been duly executed and delivered by Reseller.
This Amendment and each Loan Document (as amended or modified hereby) is the legal, valid and
binding obligation of Reseller, enforceable against Reseller in accordance with its terms, and is
in full force and effect.
(c) Representations and Warranties. The representations and warranties contained in
each Loan Document (other than any such representations or warranties that, by their terms, are
specifically made as of a date other than the date hereof) are true and correct in all material
respects (except that such materiality qualifier shall not be applicable to any portion of any
representation and
warranty that is already qualified or modified by materiality in the text thereof) on and as
of the date hereof as though made on and as of the date hereof.
2
4. Choice of Law. The validity of this Amendment, the construction, interpretation,
and enforcement hereof, and the rights of the parties hereto with respect to all matters arising
hereunder or related hereto shall be determined under, governed by, and construed in accordance
with the laws of the State of New York.
5. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties and separate counterparts, each of which when so executed and delivered, shall
be deemed an original, and all of which, when taken together, shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Amendment by
telefacsimile or other electronic transmission shall be effective as delivery of a manually
executed counterpart of this Amendment.
6. Reference to and Effect on the Loan Documents.
(a) Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereof” or
words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as modified and amended hereby.
(b) Except as specifically set forth in this Amendment, the Credit Agreement and all other
Loan Documents, are and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable
obligations of Reseller to Administrative Agent and Lenders without defense, offset, claim or
contribution.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of Administrative Agents or any
Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
7. Ratification. Reseller hereby restates, ratifies and reaffirms each and every
term and condition set forth in the Credit Agreement, as amended hereby, and the Loan Documents
effective as of the date hereof.
8. Estoppel. To induce Administrative Agents and Lenders to enter into this
Amendment and to induce Administrative Agents and Lenders to continue to make advances to Reseller
under the Credit Agreement, Reseller hereby acknowledges and agrees that, after giving effect to
this Amendment, as of the date hereof, there exists no Default or Event of Default.
9. Integration. This Amendment, together with the other Loan Documents, incorporates
all negotiations of the parties hereto with respect to the subject matter hereof and is the final
expression and agreement of the parties hereto with respect to the subject matter hereof.
10. Severability. In case any provision in this Amendment shall be invalid, illegal
or unenforceable, such provision shall be severable from the remainder of this Amendment and the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
3
11. Submission of Amendment. The submission of this Amendment to the parties or
their agents or attorneys for review or signature does not constitute a commitment by
Administrative Agents or any Lender to waive any of their respective rights and remedies under the
Loan Documents, and this Amendment shall have no binding force or effect until all of the
conditions to the effectiveness of this Amendment have been satisfied as set forth herein.
[Remainder of Page Left Intentionally Blank]
4
IN WITNESS WHEREOF, the parties have entered into this Second Amendment to Second Amended and
Restated Credit Agreement as of the date first above written.
| GTSI CORP. as Reseller |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| CASTLE PINES CAPITAL LLC as Administrative Agent and as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| XXXXX FARGO CAPITAL FINANCE, LLC, as Administrative Agent and as Collateral Agent |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| SUNTRUST BANK, as a Lender |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature page to Second Amendment to GTSI Credit Agreement
