CREDIT FACILITIES AGREEMENT among GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION asAdministrative Agent and GECC CAPITAL MARKETS GROUP, INC. as Sole Lead Arranger and Sole Bookrunner and GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION and as Lenders...Credit Facilities Agreement • August 23rd, 2007 • MTM Technologies, Inc. • Services-computer integrated systems design • Illinois
ContractMTM Technologies, Inc. • August 23rd, 2007 • Services-computer integrated systems design • New York
AMENDMENT No. 2, dated as of August 21, 2007 (“Amendment”), executed in connection with the Credit Agreement, dated as of November 23, 2005, and entered into by and among MTM Technologies, Inc., a New York corporation ("MTM"), MTM Technologies (California), Inc., a Delaware corporation ("MTM-CA"), MTM Technologies (Texas), Inc., a Delaware corporation ("MTM-TX"), MTM Technologies (US), Inc., a Delaware corporation ("MTM-US"), MTM Technologies (Massachusetts), LLC, a Delaware limited liability company ("MTM-MA") and Info Systems, Inc., a Delaware corporation ("ISI", MTM, MTM-CA, MTM-TX, MTM-US, MTM-MA and ISI being collectively, the "Borrowers" and each a "Borrower"); Columbia Partners, L.L.C. Investment Management, as Investment Manager; and National Electrical Benefit Fund, as Lender (as amended or modified from time to time, the “Credit Agreement”). Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agr
ACKNOWLEDGMENT OF PAYMENT AND TERMINATION AGREEEMNTPayment and Termination Agreeemnt • August 23rd, 2007 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
This ACKNOWLEDGEMENT OF PAYMENT AND TERMINATION AGREEEMNT (this “Agreement”), dated August 21, 2007, is by and between TEXTRON FINANCIAL CORPORATION (“TFC”) and GE COMMERCIAL DISTRIBUTION FINANCE (“GECDF”) and acknowledged by MTM TECHNOLOIES, INC., MTM TECHNOLOGIES (MASSACHUSETTS) LLC, MTM TECHNOLOGIES (US), INC. and INFO SYSTEMS, INC. (collectively, the “Customers”).
ContractTermination, Release and Indemnification Agreement • August 23rd, 2007 • MTM Technologies, Inc. • Services-computer integrated systems design
TERMINATION, RELEASE AND INDEMNIFICATION AGREEMENT, dated as of August 21, 2007 (this “Termination Agreement”), executed in connection with that certain FINANCING AGREEMENT, dated as of June 8, 2005 (as amended, supplemented, restated or otherwise modified from time to time, the “Financing Agreement”), by and among MTM TECHNOLOGIES, INC., a New York corporation (“MTM”), all of MTM’s subsidiaries from time to time party thereto (all such subsidiaries together with MTM, collectively, the “Borrowers”), the financial institutions from time to time party thereto as lenders (collectively, the “Lenders”) and THE CIT GROUP/BUSINESS CREDIT, INC. as agent for the Lenders (in such capacity, “Agent”). Terms which are capitalized in this Termination Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Financing Agreement.
THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED,...MTM Technologies, Inc. • August 23rd, 2007 • Services-computer integrated systems design • New York
THIS WARRANT CERTIFIES THAT, for value received, NATIONAL ELECTRICAL BENEFIT FUND or its permitted transferees (the “Holder”) is entitled to purchase from MTM TECHNOLOGIES, INC., a New York corporation (the “Company”), up to the number of fully paid and nonassessable shares (the “Shares”) of Common Stock, $.001 par value per share, of the Company, as further described and defined below. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in that certain Credit Agreement, dated November 23, 2005, as amended, by and among the Company, the Holder and the Investment Manager and Lender named therein (the “Credit Agreement”).
SUBORDINATION AGREEMENTSubordination Agreement • August 23rd, 2007 • MTM Technologies, Inc. • Services-computer integrated systems design • Illinois
THIS SUBORDINATION AGREEMENT, dated as of August 21, 2007, is made by and among GE Commercial Distribution Finance Corporation (“Agent”), for itself and in its capacity as agent for the Lenders under the Financing Agreement (as such terms are hereinafter defined) and National Electrical Benefit Fund (the “Columbia Lender”) and Columbia Partners, L.L.C. Investment Management, in its capacity as investment manager (the “Investment Manager” and together with the Columbia Lender, collectively referred to herein as, “Junior Creditor”).
