EXHIBIT 10.20
AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING
This Amendment to Agreement for Wholesale Financing is made to that certain
Agreement for Wholesale Financing entered into by and between GTSI Corp. (f/k/a
Government Technology Services, Inc. ("Dealer") and Deutsche Financial Services
Corporation ("DFS") as of June 27, 1996, as amended ("Agreement").
FOR VALUE RECEIVED, Dealer and DFS agree to amend the Agreement as follows:
1. Dealer hereby confirms its understanding of the discretionary nature
of its credit facility established pursuant to the terms of this Agreement. The
foregoing notwithstanding, DFS hereby confirms that it has established a
facility available for Dealer's inventory purchases under the terms of the
Agreement in the amount of: (i) Thirty-five Million Dollars ($35,000,000) from
December 1st of each calendar year through August 31st of the following calendar
year, and (ii) Sixty Million Dollars ($60,000,000) from September 1st through
November 30th of each calendar year.
In addition to the foregoing, DFS has agreed to extend to Dealer a
temporary overline in the amount of Twenty-Five Million Dollars ($25,000,000)
through March 31, 2002. This overline temporarily increases the amount of
Dealer's inventory credit facility up to an aggregate maximum of Sixty Million
Dollars ($60,000,000.00) and will automatically expire without further notice
from DFS on March 31, 2002.
DFS is not permitted to increase the foregoing facility amounts without the
prior written consent of a majority, by number, of the "Lenders" (as that term
is defined in the Credit Agreement), excluding DFS as a Lender for the purposes
of such calculation.
2. The following paragraph shall be incorporated into the Agreement as if
fully and originally set forth therein and shall replace in their entirety any
previous provisions concerning the subject matter hereof:
"Financial Covenants. Dealer agrees that it will:
(a) as of the last day of each calendar quarter set forth below,
maintain a Tangible Net Worth plus Subordinated Debt in the combined
amount of not less than the amount shown below for the period
corresponding thereto:
Period Amount
------ ------
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Calendar quarter ending 3/31/02 $40,000,000
Calendar quarter ending 6/30/02 $40,000,000
Calendar quarter ending 9/30/02 $40,000,000
Calendar quarter ending 12/31/02 $40,000,000;
(b) as of the last day of each calendar quarter set forth below,
maintain a ratio of Debt minus Subordinated Debt to Tangible Net Worth
plus Subordinated Debt of not more than the amount shown below for the
period corresponding thereto:
Period Ratio
------ -----
Calendar quarter ending 3/31/02 4.0 to 1.0
Calendar quarter ending 6/30/02 4.0 to 1.0
Calendar quarter ending 09/30/02 7.0 to 1.0
Calendar quarter ending 12/31/02 4.0 to 1.0;
(c) as of the last day of each calendar quarter set forth below,
maintain a ratio of Current Assets to current liabilities of not less
than the amount shown below for the period corresponding thereto:
Period Ratio
------ -----
Calendar quarter ending 3/31/02 1.20 to 1.0
Calendar quarter ending 6/30/02 1.20 to 1.0
Calendar quarter ending 9/30/02 1.10 to 1.0
Calendar quarter ending 12/31/02 1.20 to 1.0;
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(d) as of the last day of each fiscal year of Borrower, achieve net
income, before giving effect to provisions for income taxes, of at
least Two Million Dollars ($2,000,000.00).
For purposes of this paragraph: (i) "Tangible Net Worth" means the book
value of Borrower's assets less liabilities (including as liabilities all
recorded reserves for contingencies and other potential liabilities),
excluding from such assets all Intangibles; (ii) "Intangibles" means and
includes general intangibles (as that term is defined in the UCC); accounts
receivable and advances due from officers, directors, member, owner,
employees, stockholders and affiliates; leasehold improvements net of
depreciation; licenses; good will; prepaid expenses (except for those
determined by Agent, in its sole discretion, not to be Intangible); escrow
deposits (except for those determined by Agent, in its sole discretion, not
to be Intangible); covenants not to compete; the excess of cost over book
value of acquired assets; franchise fees; organizational costs; finance
reserves held for recourse obligations; capitalized research and
development costs; and such other similar items as DFS may from time to
time determine in DFS' sole discretion; (iii) "Debt" means all of
Borrower's liabilities and indebtedness for borrowed money of any kind and
nature whatsoever, whether direct or indirect, absolute or contingent, and
including obligations under capitalized leases, guaranties or with respect
to which Borrower has pledged assets to secure performance, whether or not
direct recourse liability has been assumed by Borrower; (iv) "Subordinated
Debt" means all of Borrower's Debt which is subordinated to the payment of
Borrower's liabilities to the Lenders by an agreement in form and substance
satisfactory to Agent; and (v) "Current Assets" means Borrower's current
assets. The foregoing terms will be determined in accordance with GAAP
consistently applied, and, if applicable, on a consolidated basis
("Financial Covenants")."
3. Paragraph number 9 of the Agreement shall be deleted in its entirety and
replaced with the following:
"9. Payment Terms/Paydown. Dealer will immediately pay DFS the principal
indebtedness owed DFS on each item of Collateral financed by DFS (as shown
on the Statement of Transaction identifying such Collateral) on the
earliest occurrence of any of the following events: (a) when such
Collateral is lost, stolen or damaged; (b) for Collateral financed under
Pay-As-Sold ("PAS") terms (as shown on the Statement of Transaction
identifying such Collateral), when such Collateral is sold, transferred,
rented, leased, otherwise disposed of or matured; (c) in strict accordance
with any curtailment schedule for such Collateral (as shown on the
Statement of Transaction identifying such Collateral); (d) for Collateral
financed under Scheduled Payment Program ("SPP") terms (as shown on the
Statement of Transaction identifying such Collateral), in strict accordance
with the installment payment schedule; and (e) when otherwise required
under the terms of any financing program agreed to in writing by the
parties.
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Dealer will forward to DFS by the 10th day of each month a Collateral
Summary Report (as defined below) dated as of the last day of the prior
month. Regardless of the SPP terms pertaining to any Collateral financed by
DFS, and notwithstanding any scheduled payments made by Dealer after the
Determination Date (as defined below), if DFS determines, after reviewing
the Collateral Summary Report, after conducting an inspection of the
Collateral or otherwise, that (i) the total current outstanding
indebtedness owed by Dealer to DFS as of the date of the Collateral Summary
Report, inspection or any other date on which a paydown is otherwise
required hereunder, as applicable (the "Determination Date"), exceeds (ii)
the Collateral Liquidation Value (as defined below) as of the Determination
Date by more than Five Million Dollars ($5,000,000.00), Dealer will
immediately upon demand pay DFS the difference between (i) Dealer's total
current outstanding indebtedness owed to DFS as of the Determination Date,
and (ii) the sum of (a) the Collateral Liquidation Value as of the
Determination Date plus (b) Five Million Dollars ($5,000,000.00).
The term 'Collateral Summary Report' is defined herein to mean a report
compiled by Dealer specifying: (a) the total aggregate wholesale invoice
price of all of Dealer's inventory financed by DFS that is unsold and in
Dealer's possession and control as of the date of such Report; and (b) the
total aggregate wholesale invoice price of all of Dealer's inventory not
financed by DFS that is unsold and in Dealer's possession and control as of
the date of such Report: in each case to the extent DFS has a first
priority, fully perfected security interest therein.
The term 'Collateral Liquidation Value' is defined herein to mean: one
hundred percent (100%) of the total aggregate wholesale invoice price of
all of Dealer's inventory financed by DFS that is unsold, in unopened boxes
or other containers, as applicable, and in Dealer's possession and control
as of the date of the Collateral Summary Report and not aged more than six
(6) months from the date of invoice; to the extent DFS has a first
priority, fully perfected security interest therein subject to the terms of
that certain Subordination Agreement dated as of July 28, 1997 among DFS,
in its individual capacity, DFS, as agent, and certain lenders named
therein.
If Dealer from time to time is required to make immediate payment to DFS of
any past due obligation discovered during any Collateral audit, upon review
of a Collateral Summary Report or at any other time, Dealer agrees that
acceptance of such payment by DFS shall not be construed to have waived or
amended the terms of its financing program. The proceeds of any Collateral
received by Dealer will be held by Dealer in trust for DFS' benefit, for
application as provided in this Agreement. Dealer will send all payments to
DFS' branch office(s) responsible for Dealer's account. DFS may apply: (i)
payments to reduce finance charges first and then principal, regardless of
Dealer's instructions; and (ii) principal payments to the oldest (earliest)
invoice for Collateral financed by DFS, but, in any event, all principal
payments will first be applied to such Collateral which is sold, lost,
stolen, damaged, rented, leased, or otherwise disposed of or unaccounted
for. Any third party discount, rebate, bonus or credit granted to Dealer
for any Collateral will not reduce the debt Dealer owes DFS until DFS has
received payment therefor in cash. Dealer will: (1) pay DFS even if any
Collateral is defective or fails to conform to any warranties extended by
any third party; (2) not assert against DFS any claim or defense Dealer has
against
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any third party; and (3) indemnify and hold DFS harmless against all claims
and defenses asserted by any buyer of the Collateral relating to the
condition of, or any representations regarding, any of the Collateral.
Dealer waives all rights of offset and counterclaims Dealer may have
against DFS."
4. Each and every reference in the Agreement to the "Credit Agreement"
shall be deemed to refer to that certain Second Amended and Restated Business
Credit and Security Agreement among Dealer, DFS, DFS as agent, and certain
lenders named therein, dated on July 28, 1997, as amended from time to time.
All other terms as they appear in the Agreement, to the extent consistent
with the foregoing, are ratified and remain unchanged and in full force and
effect.
IN WITNESS WHEREOF, Dealer and DFS have executed this Amendment to
Agreement for Wholesale Financing this 26th day of February, 2002.
GTSI Corp.
ATTEST: By:
---------------------------------------
Robert D. Russell, Sr. Vice President &
Chief Financial Officer
John Spotila, Secretary
DEUTSCHE FINANCIAL SERVICES CORPORATION
By:
---------------------------------------
Greg Ledington, Vice President
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