0000950120-07-000376 Sample Contracts

Contract
Waiver and First Amendment • June 27th, 2007 • MTM Technologies, Inc. • Services-computer integrated systems design

WAIVER and FIRST AMENDMENT, dated as of June 21, 2007 (this “Waiver”), executed in connection with the LOAN AND SECURITY AGREEMENT, dated as of June 8, 2005 (as the same has heretofore been amended and may hereafter be amended, restated, modified or supplemented from time to time, the “Loan and Security Agreement”), among MTM TECHNOLOGIES, INC., a New York corporation (“Parent”), each of its subsidiaries that is a party thereto (each of Parent and each such subsidiary, a “Company” and collectively the “Companies”), and any other entity that becomes a party thereto as a borrower and TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“TFC”). Terms which are capitalized in this Waiver and not otherwise defined shall have the meanings ascribed to such terms in the Loan and Security Agreement.

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Contract
Financing Agreement • June 27th, 2007 • MTM Technologies, Inc. • Services-computer integrated systems design

WAIVER and SECOND AMENDMENT, dated as of June 21, 2007 (this “Waiver”), executed in connection with the FINANCING AGREEMENT, dated as of June 8, 2005 (as the same has heretofore been amended and may hereafter be amended, restated, modified or supplemented from time to time, the “Financing Agreement”), among MTM TECHNOLOGIES, INC., a New York corporation (“Parent”), each of its subsidiaries that is a party thereto (each of Parent and each such subsidiary, a “Company” and collectively the “Companies”), and any other entity that becomes a party thereto as a borrower and THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation (“CIT”), and any other entity becoming a Lender (collectively, the “Lenders” and each individually as a “Lender”), and CIT, as Agent for the Lenders (the “Agent”). Terms which are capitalized in this Waiver and not otherwise defined shall have the meanings ascribed to such terms in the Financing Agreement.

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