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| MTMC > SEC Filings for MTMC > Form 8-K on 2-Jul-2009 | All Recent SEC Filings |
2-Jul-2009
Entry into a Material Definitive Agreement, Creation of a Direct Financial
On June 29, 2009, MTM Technologies, Inc. ("MTM"), and its subsidiaries (collectively with MTM, the "Companies") entered into the following agreements: (i) a Consent to Credit Facilities Agreement with GE Commercial Distribution Finance Corporation ("CDF"), as Administrative Agent and sole Lender (the "GE Consent") relating to the Credit Facilities Agreement dated as of August 21, 2007 with CDF, as Administrative Agent, GECC Capital Markets Group, Inc., as Sole Lead Arranger and Sole Bookrunner, and CDF, as Lender, as amended through the date hereof (the "GE Credit Facilities Agreement"), and (ii) a Consent to Credit Agreement with Columbia Partners, L.L.C. Investment Management ("CP"), as Investment Manager, and National Electrical Benefit Fund represented by Columbia Partners, L.L.C. Investment Management, its investment manager, as Lender ("Columbia") (the "Columbia Consent") relating to the Credit Agreement dated as of November 23, 2005 with CP and Columbia, as amended through the date hereof (the "CP/Columbia Credit Agreement").
The GE Consent provides for, among other things, (a) consent to the filing of MTM's 2009 Annual Report on Form 10-K on or before July 14, 2009; (b) consent to the delivery of the Companies' monthly financial statements for April 2009 and May 2009 (together with any required Compliance Certificates) on or before July 14, 2009 (the "April/May 2009 Financial Statements"); (c) consent to the delivery of the Companies' audited financial statements for the fiscal year ended March 31, 2009 (the "2009 Annual Financial Statements") (together with any required Compliance Certificates) on or before July 14, 2009; (d) consent and agreement that the 2009 Annual Financial Statements may contain a "going concern" qualification; and (e) the release of any claims the Companies may have against CDF. The failure of the Companies to deliver either the April/May 2009 Financial Statements or the 2009 Annual Financial Statements by July 14, 2009 will result in an immediate Event of Default under the GE Credit Facilities Agreement.
The Columbia Consent provides for, among other things, (a) consent to the filing of MTM's 2009 Annual Report on Form 10-K on or before July 14, 2009; (b) consent to the delivery of the Companies' monthly financial statements for April 2009 and May 2009 (the "April/May 2009 Financial Statements") (together with any required Compliance Certificates) on or before July 14, 2009; (c) consent to the delivery of the Companies' 2009 Annual Financial Statements (together with any required Compliance Certificates) on or before July 14, 2009; (c) consent and agreement that the 2009 Annual Financial Statements may contain a "going concern" qualification; and (d) the release of any claims the Companies may have against Columbia. The failure of the Companies to deliver either the April/May 2009 Financial Statements or the 2009 Annual Financial Statements will result in an immediate Event of Default under the CP/Columbia Credit Agreement.
The GE Consent and Columbia Consent are filed herewith as Exhibits 10.1 and 10.2, respectively. The foregoing descriptions do not purport to be complete, and are qualified in their entirety by reference to the full text of such documents, which are incorporated by reference herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the relevant agreement.
Reference is made to the descriptions of the agreements in Item 1.01 hereof, which are incorporated by reference herein.
Exhibit 10.1 GE Consent, dated June 29, 2009.
Exhibit 10.2 Columbia Consent, dated June 29, 2009
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