MTM Technologies, Inc. Watch

from 8-K 6 pages Consent to Credit Agreement

from 8-K 7 pages Consent to Credit Facilities Agreement

from 8-K 9 pages Amendment No. 9 to Credit Agreement

from 8-K 10 pages Ninth Amendment to Credit Facilities Agreement

from 8-K 49 pages Letter of Credit Commitment and Reimbursement Agreement

from 8-K 8 pages Amendment No. 8 to Credit Agreement

from 8-K 16 pages Eighth Amendment to Credit Facilities Agreement

from 8-K 9 pages Seventh Amendment to Credit Facilities Agreement

from 10-Q 11 pages Sixth Amendment to Credit Facilities Agreement

from 10-Q 5 pages Whereas, the Borrowers Have Requested That the Investment Manager and the Lender: (A) Amend Certain Financial Covenants Contained in Section 6.3 of the Credit Agreement, and (B) Waive Certain Terms of the Credit Agreement in Relation to the Foregoing Request, and the Investment Manager and the Lender Have Agreed to the Foregoing Requests on the Terms Contained in This Amendment; Now, Therefore, in Consideration of the Mutual Promises Contained Herein, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section One. Amendment to Credit Agreement. (A) for All Reporting Periods After September 1, 2008, Section 6.3(b) of the Credit Agreement Is Deleted in Its Entirety, and Following Is Substituted in Lieu Thereof: “(B) Minimum EBITDA. Each Borrower Covenants That as of the Last Day of Each Fiscal Quarter, for the Fiscal Quarter Then Ended, Borrowers’ EBITDA Shall Not Be Less Than the Amounts Set Forth in the Table Below: The Fiscal Quarter Ending On: Minimum EBITDA September 30, 2008 $0 December 31, 2008 $1,800,000 March 31, 2009 $1,800,000 June 30, 2009 $1,800,000

from 10-K 4 pages Fourth Amendment to Credit Facilities Agreement

from 8-K 15 pages Amendment No. 5, Dated as of June 17, 2008 (“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 (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-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, 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 Agreement

from 8-K 4 pages Amendment No. 4, Dated as of June 11, 2008 (“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, 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 Agreement

from 8-K 6 pages Consent to Credit Facilities Agreement

from 8-K 7 pages Fifth Amendment to Credit Facilities Agreement

from 8-K 6 pages Whereas, the Borrowers Have Requested That the Investment Manager and the Lender: (A) Amend Certain Financial Covenants Contained in Section 6.3 of the Credit Agreement, (B) Consent to and Approve the Incurrence by MTM of Certain Unsecured Subordinated Indebtedness to Pequot Private Equity Fund III, L.P. and/or Pequot Offshore Private Equity Partners III, L.P., in the Principal Amount Up to $2,500,000, and (C) Waive Certain Terms of the Credit Agreement in Relation to the Foregoing Request, and the Investment Manager and the Lender Have Agreed to the Foregoing Requests on the Terms Contained in This Amendment; Now, Therefore, in Consideration of the Mutual Promises Contained Herein, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section One. Amendment to Credit Agreement. (A) Section 6.3(b) of the Credit Agreement Is Deleted in Its Entirety, and Following Is Substituted in Lieu Thereof

from 8-K 9 pages Third Amendment to Credit Facilities Agreement

from 10-Q 4 pages Second Amendment to Credit Facilities Agreement

from 10-Q 9 pages First Amendment to Credit Facilities Agreement

from 8-K 10 pages 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