AMENDMENT TO
SCHEDULE TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Reference is made to the Schedule to Amended and Restated Loan and
Security Agreement dated as of May 21, 2004 (as amended prior to the date hereof
the "Existing Schedule") among Textron Financial Corporation ("TFC"), MTM
Technologies, Inc., Xxxx.Xxx Results, Inc., PTI Corporation, MTM Advanced
Technology, Inc., MTM Technologies (California), Inc. and MTM Technologies
(Texas), Inc.
The parties hereto desire to amend Existing Schedule as provided
herein.
Capitalized terms used in this Amendment to Schedule to Amended and
Restated Loan and Security Agreement (this "Schedule Amendment") but not defined
herein have the respective meanings specified is the Existing Schedule or
otherwise referred to therein.
AFFIRMATIVE COVENANTS (SECTION 6.1):
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1. The Affirmative Covenants (section 6.1) of the Existing Schedule set
forth below are each hereby amended and restated in their entirety as follows,
MINIMUM TANGIBLE CAPITAL FUNDS.
Minimum Tangible Capital Funds of not less than $6 Million
dollars ($6,000,000.00).
MINIMUM UNSUBORDINATED DEBT/TANGIBLE CAPITAL FUNDS.
Minimum Unsubordinated Debt/Tangible Capital Funds ratio shall
be equal to or less than 5.5:1.
2. The capitalized term of `Total Indebtedness' as used in the
calculation of Tangible Net Worth (section 6.1.13) on the Existing Schedule and
as defined (section 1 .1) on the Amended And Restated Loan And Security
Agreement, and as amended and/or supplemented from time to time, is hereby
amended and restated as `total Indebtedness', so that only the word
`Indebtedness' remains a capitalized term.
3. The definition of " Pequot Purchase Agreement" is amended and
restated as follows: the Purchase Agreement dated December 10, 2004 by and among
MTM Technologies, Inc., Pequot Private Equity Fund III, L.P., Pequot Offshore
Private Equity Partners III, L.P., Constellation Venture Capital II, L.P.
Constellation Venture Capital Offshore II, L.P., The BSC Employee Fund VI, L.P.
and CVC II Partners, LLC.
3. No Other Changes. Except as specifically supplemented by this
Schedule Amendment, the Existing Schedule remains unmodified and in full force
and effect. This Schedule Amendment shall be affixed to, and become a part of,
the Existing Schedule.
IN WITNESS WHEREOF, each of undersigned has caused this Schedule
Amendment to be executed on its behalf by a duly authorized officer or agent
thereof as of December 27, 2004.
MTM Technologies, Inc. Xxxx.Xxx Results, Inc.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: CEO Title: President
PTI Corporation MTM Advanced Technology, Inc.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------- -----------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: President Title: President
MTM Technologies (California), Inc. MTM Technologies (Texas), Inc.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------- -----------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: President Title: President
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TEXTRON FINANCIAL CORPORATION
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: V.P. - Portfolio Manager
Date: December 27, 2004
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