Exhibit 10.6


EXECUTION COPY


AMENDMENT
NO. 9 TO CREDIT AGREEMENT


          AMENDMENT
No. 9 to CREDIT AGREEMENT, dated
as of June 11, 2009 (“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 (“Investment
Manager”) for the benefit of itself and National Electrical Benefit Fund,
as lender (“Lender”); and Lender (as amended, modified, supplemented or
otherwise 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 Agreement.


RECITALS


          WHEREAS,
the Borrowers have requested that Investment Manager and Lender: (a) amend
certain provisions of the Credit Agreement as set forth herein, (b) consent to
the disposition by the Borrowers of certain assets related to its DataVox
business, and (iii) consent to the Borrowers incurring certain additional
indebtedness obligations senior in priority to the Obligations under the Credit
Agreement; and


          WHEREAS,
Investment Manager and Lender are willing to consent to the foregoing, but only
on the condition that the Credit Agreement be amended as set forth 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. Consent. 


                    (a)
The Borrowers have notified Investment Manager and Lender that it intends to
sell certain assets related to its DataVox business (“Proposed Asset Sale”).
The Borrowers anticipate that (i) the aggregate purchase price for the Proposed
Asset Sale would be between $60,000 and $100,000, and (ii) the aggregate
liabilities that would be assumed by purchasers in connection with the sale of
the DataVox business would be between $55,000 and $70,000. Notwithstanding the
restrictions set forth in Section 5.3, or any other provisions of the Credit
Agreement to the contrary, Investment Manager and Lender hereby consent to the
Proposed Asset Sale. 


                    (b)
The Borrowers have notified Investment Manager and Lender that it intends to
incur additional indebtedness obligations senior to the Obligations under the
Credit Agreement (“Additional Senior Debt”). Notwithstanding the
restrictions set forth in Sections 5.1 


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and 5.2, or
any other provisions of the Credit Agreement to the contrary, Investment
Manager and Lender hereby consent to the Borrowers’ incurring the Additional
Senior Debt. 


                    (c)
The consents contained in this Section One are specific in intent and are valid
only for the specific purposes for which they are given. Nothing contained
herein obligates Investment Manager and Lender to agree to any additional
consents to any additional actions by the Borrowers. 


          Section Two. Amendments to Credit Agreement.



                    (a)
Section 3.9 (Solvency) of the Credit Agreement is deleted in its entirety, and
following is substituted in lieu thereof:


                    “3.9
[Intentionally Omitted.]”


                    (b)
Section 7.1(j) (Solvency) of the Credit Agreement is deleted in its entirety,
and following is substituted in lieu thereof:


                    “(j)
[Intentionally Omitted.]”


                    (c)
Section 8.1(c) of the Credit Agreement is deleted in its entirety, and
following is substituted in lieu thereof:


	
 
	
 

	
 
	
          “(c)
 Subject to the registration requirements of the Securities Act
 or any applicable state securities laws, Lender shall also have the right to
 grant participations in all or any part of, or any interest in, the Note and
 Lender’s rights and benefits hereunder. 

	
 
	
 

	
 
	
           (d)
 Lender may furnish any information concerning Borrowers in the
 possession of Lender from time to time to assignees and participants
 (including prospective assignees and participants); provided that Lender shall obtain from assignees or
 participants confidentiality covenants substantially equivalent to those
 contained in Section 10.12.”




          Section Three. Amendments to Credit Agreement
Definitions. Annex
A of the Credit Agreement is amended by (i) adding the following defined terms
“L/C Agreement” and L/C Agreement Guarantors” in the appropriate alphabetical
order and (ii) deleting the definitions of “Indebtedness,” “Senior
Indebtedness” and “Subordination Agreement” and the following are substituted
in lieu thereof:


	
 
	
 

	
 
	
          ““Indebtedness”
 means, with respect to any Person, without duplication (a) all indebtedness
 of such Person for borrowed money or for the deferred purchase price of
 property payment for which is deferred six (6) months or more, but excluding
 obligations to trade creditors incurred in the ordinary course of business
 that are unsecured and not overdue by more than six (6) months unless being
 contested in good faith, (b) all reimbursement and other obligations with
 respect to letters of credit, bankers’ acceptances and surety bonds, whether
 or not




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matured, (c)
 all obligations evidenced by notes, bonds, debentures or similar instruments,
 (d) all indebtedness created or arising under any conditional sale or other
 title retention agreement with respect to property acquired by such Person
 (even though the rights and remedies of the seller or lender under such agreement
 in the event of default are limited to repossession or sale of such
 property), (e) all Capital Lease Obligations, (f) all obligations of such
 Person under commodity purchase or option agreements or other commodity price
 hedging arrangements, in each case whether contingent or matured, (g) all
 obligations of such Person under any foreign exchange contract, currency swap
 agreement, interest rate swap, cap or collar agreement or other similar
 agreement or arrangement designed to alter the risks of that Person arising
 from fluctuations in currency values or interest rates, in each case whether
 contingent or matured, (h) all Indebtedness referred to above secured by (or
 for which the holder of such Indebtedness has an existing right, contingent
 or otherwise, to be secured by) any Lien upon or in property or other assets
 (including accounts and contract rights) owned by such Person, even though
 such Person has not assumed or become liable for the payment of such
 Indebtedness, (i) “earnouts” and similar payment obligations, except for such
 obligations which are payable solely in Stock, (j) Contingent Obligations,
 (k) the obligations (in the event such obligations do not otherwise
 constitute Indebtedness as defined herein) to the L/C Agreement Guarantors,
 in connection with the L/C Agreement, and (l) the Obligations.”

	
 
	
 

	
 
	
          ““L/C Agreement” means that certain
Letter
 of Credit Commitment and Reimbursement Agreement dated as of June 11, 2009
 (as amended, modified, supplemented or otherwise modified from time to time),
 by and among the Borrowers, Columbia Partners, L.L.C. Investment Management,
 as investment manager for the benefit of itself and the L/C Agreement
 Guarantors, and the L/C Agreement Guarantors.”

	
 
	
 

	
 
	
          ““L/C Agreement Guarantors” means
National
 Electrical Benefit Fund, FirstMark III L.P. (f/k/a Pequot Private Equity Fund
 III, L.P.), FirstMark III Offshore Partners, L.P. (f/k/a Pequot Offshore
 Private Equity Partners III, L.P.), Constellation Venture Capital II, L.P., Constellation
 Venture Capital Offshore II, L.P., CVC II Partners, LLC, and The BSC Employee
 Fund VI, L.P.”

	
 
	
 

	
 
	
          ““Senior Indebtedness” means,
collectively,
 (i) Indebtedness to GE and the other lenders named in the GE Financing
 Agreement and any renewals, refinancings or replacements of such Indebtedness
 so long as the aggregate principal amount of such Indebtedness does not at
 any time exceed $37,000,000, and (ii) Indebtedness (in the event such
 obligations do not constitute Indebtedness as defined herein) to the L/C Agreement
 Guarantors, in connection with the L/C Agreement and any renewals,
 refinancings or replacements of such Indebtedness, including without
 limitation, Indebtedness to such parties whether or not such letters of
 credit are drawn, provided that the aggregate principal amount of such
 Indebtedness does not at any time exceed $8,500,000, plus a success fee of




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$34,000,000.00,
 which in the case of (i) or (ii) is secured on a basis that is senior to the
 lien and security interest of Lender created by this Agreement.”

	
 
	
 

	
 
	
          ““Subordination Agreement” means,
 collectively, (i) that certain Subordination Agreement dated as of the Second
 Amendment Date, executed by Investment Manager in favor of GE, as
 administrative agent for certain lenders, as the same may be amended,
 modified, supplemented or restated from time to time, or any other
 subordination or intercreditor agreement entered into between Investment
 Manager and any holder of Senior Bank Indebtedness in replacement thereof,
 and (ii) that certain Subordination Agreement dated as of June 11, 2009,
 executed by Investment Manager in favor of Columbia Partners, L.L.C.
 Investment Management, as investment manager for the benefit of itself and
 the L/C Agreement Guarantors, as the same may be amended, modified,
 supplemented or restated from time to time, or any other subordination or
 intercreditor agreement entered into in replacement thereof.”




          Section Four. Release of Claims. To
induce Investment Manager and Lender to enter into this Amendment, each of the
Borrowers hereby agrees as follows:


          (a)
each Borrower hereby represents and warrants that there are no known claims,
causes of action, suits, debts, liens, obligations, liabilities, demands,
losses, costs and expenses (including attorneys’ fees) of any kind, character
or nature whatsoever, fixed or contingent, which such Borrower may have or
claims to have against Investment Manager or Lender, existing or occurring on
or prior to the date of this Amendment, arising from or in connection with the
Credit Agreement or any of the Loan Documents.


          (b)
each Borrower hereby releases, waives and forever discharges and relieves
Investment Manager and Lender and all their respective parents, subsidiaries
and affiliates and the officers, directors, agents, attorneys and employees of
each of the foregoing (hereinafter “Releasees”) from any and all claims,
liabilities, demands, actions, suits, covenants, losses, costs, offsets and
defenses of any nature and kind whatsoever, whether at law or equity of
otherwise, whether known or unknown, which such Borrower ever had, now has, or
have been caused by any act of commission or omission of Investment Manager or
Lender, existing or occurring on or prior to the date of this Agreement,
against or related to the Releasees, arising from or in connection with the
Credit Agreement or any of the Loan Documents. 


          Section Five. Representations and
Warranties. To induce Investment Manager and
Lender to enter into this Amendment, each of the Borrowers hereby warrants and
represents to Investment Manager and Lender as follows:


          (a)
no Defaults or Events of Default have occurred, other than Existing Defaults;


          (b)
all of the representations and warranties contained in the Credit Agreement and
each other Loan Document to which such Borrower is a party continue to be true
and correct in all material respects as of the date hereof, as if repeated as
of the date hereof, except as otherwise disclosed in MTM’s filings pursuant to
the Securities Exchange Act of 1934, as amended, or as set forth on Schedule
5(b) attached hereto, since the date of the Credit Agreement, and (ii) to the 


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extent of
changes resulting from transactions expressly permitted by the Credit
Agreement, this Amendment or any of the other Loan Documents, or to the extent
that such representations and warranties are expressly made only as of an
earlier date;


          (c)
the execution, delivery and performance of this Amendment by such Borrower is
within its corporate powers, has been duly authorized by all necessary
corporate action, and such Borrower has received all necessary consents and
approvals, if any are required, for the execution and delivery of this
Amendment;


          (d)
no consents are necessary from any third parties from such Borrower’s
execution, delivery and performance of this Amendment except for those already
duly obtained;


          (e)
upon the execution of this Amendment, this Amendment shall constitute the
legal, valid and binding obligation of such Borrower, enforceable against such
Borrower in accordance with its terms, except as such enforceability may be
limited by (i) bankruptcy, insolvency or similar laws affecting creditors’
rights generally and (ii) general principles of equity; and


          (f)
neither the execution and delivery of this Amendment, nor the consummation of
the transactions herein contemplated, nor compliance with the provisions hereof
will (i) violate any law or regulation applicable to any Borrower, (ii) cause a
violation by any Borrower of any order or decree of any court or government
instrumentality applicable to it, (iii) conflict with, or result in the breach
of, or constitute a default under, any indenture, mortgage, deed of trust, or
other material agreement or material instrument to which any Borrower is a
party or by which it may be bound, (iv) result in the creation or imposition of
any lien, charge, or encumbrance upon any of the property of any Borrower,
except in favor of Investment Manager and Lender, to secure the Obligations,
(v) violate any provision of the Certificate of Incorporation, By-Laws,
Operating Agreement or any capital stock provisions of any Borrower, or (vi) be
reasonably likely to have a Material Adverse Effect.


          Section Six. General Provisions.


          (a)
Except as herein expressly amended, the Credit Agreement and all other
agreements, documents, instruments and certificates executed in connection
therewith, are ratified and confirmed in all respects and shall remain in full
force and effect in accordance with their respective terms. 


          (b)
To induce Investment Manager and Lender to enter into this Amendment, the
Borrowers, jointly and severally, represent and warrant to Investment Manager
and Lender that except for the Events of Default set forth herein or in any
prior waiver letter executed by parties, no other Event of Default has
occurred.


          (c)
This Amendment embodies the entire agreement between the parties hereto with
respect to the subject matter hereof and supercedes all prior agreements,
commitments, arrangements, negotiations or understandings, whether written or
oral, of the parties with respect thereto.


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          (d)
This Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York, without regard to the conflicts of law
principles thereof.


          (e)
The effectiveness of this Amendment is conditioned on receipt by Investment
Manager of each of the following: (i) this Amendment, (ii) a consent from GE
Commercial Distribution Finance Corporation in form and substance reasonably
acceptable to Investment Manager, (iii) resolutions of each Borrower, certified
by the corporate secretary or assistant secretary of such Borrower, authorizing
this Amendment and the transactions contemplated hereby, and (iv) payment of
all fees and expenses which are due and payable pursuant to Section 1.6 of the
Credit Agreement.


[Signature Pages Follow]


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          IN WITNESS
WHEREOF, the parties
to this Amendment have signed below to indicate their agreement with the
foregoing and their intent to be bound thereby.


	
 
	
 

	
 
	
COLUMBIA PARTNERS, L.L.C. 

 INVESTMENT MANAGEMENT,
as
 Investment Manager







	
 
	
 
	
 
	
 

	
 
	
By:  
	
/s/ Jason Crist
	
 

	
 
	
 
	

	
 

	
 
	
Name: Jason Crist
	
 

	
 
	
Title: Managing Director
	
 







	
 
	
 

	
 
	
NATIONAL ELECTRICAL BENEFIT FUND, 
as Lender


 By: Columbia Partners, L.L.C.

 Investment Management, its Authorized Signatory







	
 
	
 
	
 
	
 

	
 
	
By:  
	
/s/ Jason Crist
	
 

	
 
	
 
	

	
 

	
 
	
Name: Jason Crist
	
 

	
 
	
Title: Managing Director
	
 












	
 
	
 
	
 
	
 
	
 

	
 
	
MTM TECHNOLOGIES, INC.,
for itself and as Borrowing Agent
	
 

	
 
	
 
	
 
	
 

	
 
	
By:
	
 
	
 /s/ Steven Stringer

	
 
	
 
	 
	


	
 
	
Name: 
	
Steven Stringer
	
 

	
 
	
Title:
	
President
 and
	
 

	
 
	
 
	
   Chief Executive Officer
	
 







	
 
	
 
	
 
	
 
	
 

	
 
	
MTM TECHNOLOGIES (US), INC.

	
 
	
 
	
 
	
 
	
 

	
 
	
By:
	
 
	
 /s/ Steven Stringer
	
 

	
 
	
 
	
 
	

	
 

	
 
	
Name:
	
Steven Stringer
	
 

	
 
	
Title:
	
President
 and
	
 

	
 
	
 
	
     Chief Executive Officer
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
INFO SYSTEMS, INC.
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
By:
	
 
	
 /s/ Steven Stringer
	
 

	
 
	
 
	
 
	

	
 

	
 
	
Name:
	
Steven Stringer
	
 

	
 
	
Title:
	
President
 and
	
 

	
 
	
 
	
 
	
     Chief Executive Officer
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
MTM TECHNOLOGIES (MASSACHUSETTS), LLC

	
 
	
 
	
 
	
 
	
 

	
 
	
By:
	
 
	
 /s/ Steven Stringer
	
 

	
 
	
 
	
 
	


	
 
	
Name:
	
Steven Stringer
	
 

	
 
	
Title:
	
President
 and
	
 

	
 
	
 
	
     Chief Executive Officer
	
 










Schedule 5(b)

Representations and Warranties Exceptions