-- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing



Exhibit 10.19


FOURTH AMENDMENT TO

  CREDIT FACILITIES AGREEMENT



            This FOURTH AMENDMENT TO CREDIT FACILITIES AGREEMENT
  (this “Agreement”) is entered into as of May 16, 2008 but effective as of May 1, 2008, by and among MTM TECHNOLOGIES, INC., a New York corporation, MTM
TECHNOLOGIES (US), INC., a Delaware corporation, MTM TECHNOLOGIES (MASSACHUSETTS), LLC, a Delaware limited liability company, and INFO SYSTEMS, INC., a Delaware corporation (collectively, and separately referred to as, "Borrower" or "the Borrower"),
and GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION ("CDF"), as Administrative Agent, and CDF, as the sole lender (the “Lender”). 


Recitals:


	
      A.	 	
      Borrower, Administrative Agent and the Lender are parties to that certain Credit Facilities Agreement dated as of August 21, 2007, as amended by the First
Amendment to Credit Facilities Agreement entered into and effective as of August 21, 2007, as amended by the Second Amendment to Credit Facilities
Agreement entered into and effective as of February 4, 2008, and as amended by the Third Amendment to Credit Facilities Agreement entered into and
effective as of February 28, 2008 (as amended,
    the “Loan Agreement”).
	 	 	 
	
      B.	 	
      Administrative Agent, Lender and Borrower have agreed to the provisions set forth herein on the terms and conditions contained herein.



Agreement



            Therefore, in consideration of the mutual agreements herein and other sufficient consideration, the receipt of which is acknowledged, Borrower, Administrative Agent and the Lender hereby agree as follows: 


  Definitions. All
  references to the “Agreement” or the “Loan Agreement” in
  the Loan Agreement and in this Agreement shall be deemed to be references to
  the Loan Agreement as it may be amended, restated, extended, renewed, replaced,
  or otherwise modified from time to time. Capitalized terms used and not otherwise
defined herein have the meanings given them in the Loan Agreement.


  Effectiveness of Agreement. This Agreement shall become effective as of the date first written above, but only if this Agreement has been executed by Borrower, Administrative Agent
and the Lender.

Amendment. The Loan Agreement is hereby amended as follows:



Eligible Accounts.



  Clause (ii) of the definition of “Eligible Accounts” is
deleted in its entirety and replaced with the following:


  “(ii) any Account which remains unpaid as of 90 days after the original date of the applicable invoice, provided, however, (1) if the Account Debtor is a Governmental Authority or an Account Debtor whose primary
purpose is to provide educational services, then the foregoing number of days shall be 120, provided, however with respect to Defense Finance and Accounting Services as an Account Debtor concerning only the contract relating to a September 30, 2007
shipment, invoice number MC040595 and invoice dated September 30, 2007, in the amount of $3,454,815.60, the foregoing number of days shall be 240; and (2) if the Account Debtor’s primary purpose is to provide health care services, then, at
Administrative Agent’s sole discretion, the number of days shall be 120,” 


  General Representations and Warranties of Borrower. Each
  Borrower hereby represents and warrants to Administrative Agent and the Lender
  that (i) such Borrower’s execution of this
Agreement has been duly authorized by all requisite action of such Borrower, (ii) no consents are necessary from any third parties for such Borrower’s execution, delivery or performance of this Agreement except for those already duly obtained,
(iii) this Agreement, the Loan Agreement, and each of the other Loan Documents, constitute the legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except to the extent that the
enforceability thereof against such Borrower may be limited by bankruptcy, insolvency or other laws affecting the enforceability of creditors rights generally or by equity principles of general application, (iv) except as disclosed on the disclosure
schedule attached to the Loan Agreement, all of the representations and warranties contained in Section 11 of the Loan Agreement are true and correct with the same force and effect as if made on and as of the date of this Agreement with such
exceptions as have been disclosed to Administrative Agent and the Lenders in writing, (v) there is no Existing Default, (vi) the execution, delivery and performance of this Agreement by Borrower does not violate, contravene, or conflict with any
Material Law or Material Agreement, (vii) there are no Material Proceedings pending or, to the knowledge of Borrower, threatened, and (viii) since August 21, 2007, no Borrower’s
Charter Documents have been amended, restated or otherwise modified in any manner
which has or is reasonably likely to have a Material Adverse Effect on any Covered
Person or which will or is reasonably likely to cause a Default or Event of Default. 








  Reaffirmation; No Claims. Each Borrower hereby represents, warrants, acknowledges and confirms that (i) the Loan Agreement and the other Loan Documents remain in full force and
effect, (ii) the Security Interests of the Administrative Agent under the Security Documents secure all the Loan Obligations under the Loan Agreement, continue in full force and effect, and have the same priority as before this Agreement, (iii) no
Borrower has any defenses to its obligations under the Loan Agreement and the other Loan Documents, and (iv) no Borrower has any claim against Administrative Agent or the Lenders arising from or in connection with the Loan Agreement or the other
Loan Documents, and each Borrower hereby releases and waives and discharges forever any such claims it may have against Administrative Agent or the Lenders arising from or in connection with this Agreement, the Loan Agreement or the other Loan
Documents which have arisen or accrued on or prior to the date hereof.  Until the Loan Obligations are paid in full in good funds and all obligations and liabilities of
Borrower under the Loan Agreement and the Loan Documents are performed and paid in full in good funds, Borrower agrees and covenants that it is bound by the covenants and agreements set forth in the Loan Agreement, the Loan Documents and in this
Agreement. Borrower hereby ratifies and confirms the Loan Obligations. This Agreement is a part of the Loan Documents.


  Payments. Each Borrower reaffirms, covenants and agrees to direct all Account Debtors to remit payments on their Accounts to a Lockbox, including, without limitation, the Account
owing from Defense Finance and Accounting Services. 


  Effect of Agreement. The execution, delivery and effectiveness of this Agreement shall not and does not operate as a waiver of any right, power or remedy of Administrative Agent or
the Lenders under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Loan Agreement or any of the other Loan Documents or any Existing Default or Event of Default. The execution, delivery and
effectiveness of this Agreement shall not and does not act as a release or subordination of the liens and Security Interests of Administrative Agent under the Loan Documents.


  Payment of Fees and Expenses. Borrower shall promptly pay to Administrative Agent an amount equal to all reasonable fees, costs, and expenses, incurred by the Administrative Agent
(including all reasonable attorneys fees and expenses) in connection with the preparation, negotiation, execution, and delivery of this Agreement, and any further documentation which may be required in connection herewith. 


  Governing Law. This Agreement and the rights and obligations of the parties hereunder and thereunder shall be governed by and construed and interpreted in accordance with the internal
Laws of the State of Illinois applicable to contracts made and to be performed wholly within such state, without regard to choice or conflicts of law principles. 


  Patriot Act. Administrative
  Agent and each Lender hereby notifies the Borrowers that, pursuant to the requirements
  of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October
  26, 2001 (as amended from time to time (including any successor statute) and
  together with all rules promulgated thereunder, collectively, the “Act”),
  it is required to obtain, verify and record information that identifies the
  Borrowers and any Guarantor, which information includes the name and address
  of the Borrowers and any Guarantor and other information that will allow Administrative
  Agent and each Lender to identify the Borrowers and each Guarantor in accordance
with the Act. 


  Section Titles. The section titles in this Agreement are for convenience of reference only and shall not be construed so as to modify any provisions of this Agreement. 


  Counterparts; Facsimile Transmissions. This Agreement may be executed in one or more counterparts and on separate counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Signatures to this Agreement may be given by facsimile or other electronic transmission, and such signatures shall be fully binding on the party sending the same. 


  Binding Arbitration. This Agreement is subject to the binding arbitration provisions contained in the Loan Agreement and the Loan Documents as applicable to the parties hereto.



  Incorporation By Reference. Administrative Agent, Lender and Borrower hereby agree that all of the terms of the Loan Documents are incorporated in and made a part of this Agreement by
this reference. 








Notice—Oral Commitments Not Enforceable.


ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH
IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.


  Statutory Notice-Insurance.


  UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN YOUR COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT
YOUR INTERESTS. THE COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL. YOU MAY LATER CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING EVIDENCE THAT YOU
HAVE OBTAINED INSURANCE AS REQUIRED BY OUR AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING THE INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE IN CONNECTION
WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE INSURANCE MAY BE MORE THAN
THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.


{remainder of page intentionally left blank; signature page immediately follows}








  IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first above written.

	
      GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,
	
      as Administrative Agent and sole Lender
	 	 	 	 
	
      By:	 	
      /s/ David Mintert	 
	
      Name:	 	
      David Mintert	 
	
      Title:	 	
      Vice President Operations	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
      MTM TECHNOLOGIES, INC., as a Borrower
	 	 	 	 
	 	 	 	 
	
      By:	 	
      /s/ J.W. Braukman III	 
	
      Name:	 	
      J.W. Braukman, III	 
	
      Title:	 	
      Senior Vice President and Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
      MTM TECHNOLOGIES (US), INC., as a Borrower
	 	 	 	 
	
      By:	 	
      /s/ J.W. Braukman III	 
	
      Name:	 	
      J.W. Braukman, III	 
	
      Title:	 	
      Senior Vice President and Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
      MTM TECHNOLOGIES (MASSACHUSETTS), LLC, as a Borrower
	 	 	 	 
	
      By:	 	
      /s/ J.W. Braukman III	 
	
      Name:	 	
      J.W. Braukman, III	 
	
      Title:	 	
      Senior Vice President and Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
      INFO SYSTEMS, INC., as a Borrower
	 	 	 	 
	
      By:	 	
      /s/ J.W. Braukman III	 
	
      Name:	 	
      J.W. Braukman, III	 
	
      Title:	 	
      Senior Vice President and Chief Financial Officer