0001104659-05-011379 Sample Contracts

FIRST AMENDMENT TO CREDIT FACILITIES AGREEMENT
Credit Facilities Agreement • March 16th, 2005 • Gtsi Corp • Wholesale-computers & peripheral equipment & software • Missouri

This FIRST AMENDMENT TO CREDIT FACILITIES AGREEMENT (this “Agreement”) is entered into and effective as of March 12, 2004, by and among GTSI Corp, a Delaware corporation (“Borrower”), GE Commercial Distribution Finance Corporation (“GECDF”), as Administrative Agent, and GECDF and the other Lenders.

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SECOND AMENDMENT TO DEED OF LEASE
Deed of Lease • March 16th, 2005 • Gtsi Corp • Wholesale-computers & peripheral equipment & software

THIS SECOND AMENDMENT TO DEED OF LEASE (this “Amendment”) is made and entered into as of February 11, 2005, by and between AG/ARG AVION, L.L.C., a Delaware limited liability company (“Landlord”), and GTSI CORP., a Delaware corporation (“Tenant.”)

FORM OF GTSI CHANGE OF CONTROL AGREEMENT
Form of Gtsi Change of Control Agreement • March 16th, 2005 • Gtsi Corp • Wholesale-computers & peripheral equipment & software • Virginia

This Change of Control Agreement (“Agreement”) is entered into as of January 01, 2005 (the “Effective Date”), by and between (“Executive”) and GTSI Corp. (the “Company”), a Delaware corporation. The Agreement provides, without changing the nature of the at-will employment relationship, certain benefits if the Executive is terminated after the Company affects a change of control, all as outlined below.

THIRD AMENDMENT TO CREDIT FACILITIES AGREEMENT
Credit Facilities Agreement • March 16th, 2005 • Gtsi Corp • Wholesale-computers & peripheral equipment & software • Missouri

This THIRD AMENDMENT TO CREDIT FACILITIES AGREEMENT (this “Agreement”) is entered into and effective as of November 22, 2004, by and among GTSI Corp, a Delaware corporation (“GTSI”), Technology Logistics, Inc., a Delaware corporation (“TLI”), separately and collectively as “Borrower,” GE Commercial Distribution Finance Corporation (“GECDF”), as Administrative Agent, and GECDF and the other Lenders.

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