**Exhibit 10.2**

FOURTHAMENDMENT TO CREDIT AGREEMENT AND THIRD AMENDMENT TO SECURITY AGREEMENT

THISFOURTH AMENDMENT TO CREDIT AGREEMENT AND THIRD AMENDMENT TO SECURITY AGREEMENT(the “Amendment”), dated as of June 30, 2006 is among SPECTRALINKCORPORATION, a Delaware corporation (the “Borrower”), SPECTRALINKINTERNATIONAL CORPORATION, the Lenders, and JPMORGAN CHASE BANK, N.A., as theadministrative agent (the “Administrative Agent”).

RECITALS:

A.                                 The Borrower, the Administrative Agent, andthe lenders party thereto entered into that certain Credit Agreement dated asof December 9, 2005 (as amended by that certain First Amendment to CreditAgreement dated December 21, 2005 among the Borrower, the Administrative Agentand the lenders party thereto, that certain Waiver and Second Amendment toCredit Agreement dated March 28, 2006 among the Borrower, the AdministrativeAgent and the lenders party thereto, and that certain Consent and ThirdAmendment to Credit Agreement dated May 17, 2006 among the Borrower, the AdministrativeAgent and the lenders party thereto, the “Credit Agreement”).

B.                                    Inconnection with the Credit Agreement, the Borrower, Spectralink InternationalCorporation, and the Administrative Agent entered into that certain SecurityAgreement dated as of December 9, 2005 (as amended by that certain FirstAmendment to Security Agreement dated as of February 15, 2006, among theBorrower, Spectralink International Corporation, and the Administrative Agentand that certain Second Amendment to Security Agreement dated as of May 22,2006 executed by Spectralink International Corporation,  the “Security Agreement”).

C.                                   Contemporaneously with the execution of theCredit Agreement, the Lenders advanced a $15,000,000 Term Loan to theBorrower.  By making payments of$5,000,000 on February 6, 2006, $8,750,000 on March 8, 2006, and $1,250,000 onMarch 28, 2006, the Borrower repaid all of the outstanding principal amount ofthe Term Loan, and all interest accrued thereon.

D.                                  The Borrower has requested that the Lendersagree: (i) to reallocate $10,000,000 of the outstanding principal amount of theRevolving Loans on June 30, 2006 as the “Term Loan” under the Credit Agreementto be allocated among the Lenders pro rata based their Term Commitments setforth on Schedule 2.01 to the Credit Agreement; (ii) to deem $10,000,000 of theoutstanding principal amount of the Revolving Loans on June 30, 2006 reduced bythe $10,000,000 being reallocated as a “Term Loan”; and (iii) that such$10,000,000 “Term Loan” be subject to the terms and provisions of the CreditAgreement relating to the initial Term Loan advanced under the CreditAgreement.

NOW,THEREFORE, in consideration of the premises herein contained and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows effective as of June 30,2006:

ARTICLEI.

Definitions

Section 1.1.                                   Definitions.  Capitalized terms used in thisAmendment, to the extent not otherwise defined herein, shall have the same meaningsas in the Credit Agreement, as amended hereby.

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ARTICLEII.

Amendmentsto Credit Agreement

Section 2.1.                                   Amendment to Section 1.01.  Thefollowing definitions contained in Section 1.01 of the Credit Agreementare amended and restated in their respective entireties to read as follows:

“Term Loan” means (a) a Loan made pursuant toclause (a) of Section 2.01 and (b) $10,000,000 of the outstanding principal amount of the Revolving Loanson June 30, 2006 which has been reallocated as a “Term Loan” and deemed (i)advanced by the Lenders on June 30, 2006 in accordance with each Lender’s TermLoan Commitment set forth on Schedule 2.01 hereto and (ii) used to reduced theoutstanding principal amount of the Revolving Loans on June 30, 2006 in anaggregate amount equal to $10,000,000.

“Term Loan Maturity Date” means June 30, 2008.

Section 2.2.                                   Amendment to Section 1.01.  Thedefinition of the term “Excess Cash Flow” contained in Section 1.01 of theCredit Agreement is deleted in its entirety.

Section 2.3.                                   Amendment to Section 2.10.  Section2.10 of the Credit Agreement is amended and restated in its entirety toread as follows:

Section 2.10.                             Amortization of Term Loan.  TheBorrower hereby unconditionally promises to repay the Term Loan in equalinstallments of $1,250,000 each, due and payable on the last day of each March,June, September and December of each year commencing September 30, 2006 andcontinuing until and including March 31, 2008. Any remaining principal outstanding under the Term Loan shall be due andpayable on the Term Loan Maturity Date. Prior to any repayment of any Term Borrowings, the Borrower shall selectthe Borrowing or Borrowings to be repaid and shall notify the AdministrativeAgent by telephone (confirmed by telecopy) of such selection not later than11:00 a.m., Houston, Texas time, three Business Days before the scheduled dateof such repayment.  Each repayment of aBorrowing shall be applied ratably to the Loans included in the repaidBorrowing.

Section 2.4.                                   Amendment to Section 2.11.  Clause(d) of Section 2.11 of the Credit Agreement is amended and restatedin its entirety to read as follows:

(d)                                 [Intentionally Omitted.]

Section 2.5.                                   Amendment to Section 5.01(e).  Thetwo references to “May 30, 2006” contained in Section 5.01(e) of theCredit Agreement are amended and restated to read “June 30, 2006”.

Section 2.6.                                   Amendment to Schedule 2.01.  Schedule2.01 of the Credit Agreement is amended to read as Schedule 2.01 hereof.

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ARTICLEIII.

Amendmentto Security Agreement

Section 3.1.                                   Amendment to Section 4.2(a).  Subclause(ii) of Section 4.2(a) of the Security Agreement is amended andrestated in its entirety to read as follows:

(ii)                               on or before June 30, 2006, controlagreements covering all of its deposit and security accounts except for accountnumbers 258-321542-7, 429-07987, and 429-02013 located at Merrill Lynch,Pierce, Fenner & Smith Incorporated; provided, that the Debtors shall closetheir accounts located at Merrill Lynch, Pierce, Fenner & SmithIncorporated as soon as possible after June 30, 2006;

ARTICLEIV.

ConditionsPrecedent

Section 4.1.                                   Conditions.  The effectiveness of ArticlesII and III of this Amendment is subject to the satisfaction of thefollowing conditions precedent:

(a)                               The Administrative Agent shall have receivedthis Amendment duly executed by the Loan Parties and the Lenders;

(b)                               The Administrative Agent shall have receivedevidence, in form and substance reasonably acceptable to the AdministrativeAgent, that each Loan Party has notified all of its customers and other Personsmaking payment on accounts receivable and other Collateral to make all paymentsthereon to a post office box or boxes (*i.e.*lock boxes) under the control of Agent;

(c)                                The representations and warranties containedherein and in all other Loan Documents, as amended hereby, shall be true andcorrect in all material respects as of the date hereof as if made on the datehereof, except for such representations and warranties limited by their termsto a specific date;

(d)                               No Default shall have occurred and becontinuing; and

(e)                                All documentation and other legal mattersrelating to this Amendment shall be satisfactory to the Administrative Agentand its legal counsel Jenkens & Gilchrist, a Professional Corporation.

ARTICLEV.

Miscellaneous

Section5.1.                                   Ratifications.  Theterms and provisions set forth in this Amendment shall modify and supersede allinconsistent terms and provisions set forth in the Credit Agreement and theSecurity Agreement and except as expressly modified and superseded by thisAmendment, the terms and provisions of the Credit Agreement, the SecurityAgreement and the other Loan Documents are ratified and confirmed and shallcontinue in full force and effect.  TheLoan Parties, the Lenders party hereto, and the Administrative Agent agree thatthe Credit Agreement and the Security Agreement as amended hereby and the otherLoan Documents shall continue to be legal, valid, binding and enforceable inaccordance with their respective terms. The Loan Parties agree that the Term Loan reallocated from the

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outstanding principal amountof the Revolving Loans on June 30, 2006 shall be subject to the provisions ofthe Term Loan Promissory Notes previously executed by the Borrower payable tocertain of the Lenders.  The parties tothis Amendment agree that the reallocation of the Revolving Loans as a TermLoan as contemplated by this Amendment shall not constitute a Default under theCredit Agreement.

Section5.2.                                   Representations and Warranties.  EachLoan Party hereby represents and warrants to the Administrative Agent and theLenders as follows as of the date hereof and after giving effect to thisAmendment:  (a) no Default exists and (b)the representations and warranties set forth in the Loan Documents are true andcorrect in all material respects on and as of the date hereof with the sameeffect as though made on and as of such date except to the extent suchrepresentations and warranties expressly relate to an earlier date, in whichcase such representations and warranties shall have been true and correct inall material respects on and as of such date.

Section5.3.                                   Survival of Representations and Warranties.  Allrepresentations and warranties made in this Amendment shall survive theexecution and delivery of this Amendment, and no investigation by theAdministrative Agent or any Lender or any closing shall affect therepresentations and warranties or the right of the Administrative Agent or anyLender to rely upon them.

Section5.4.                                   References to Credit Agreement and SecurityAgreement.  Each of the Loan Documents, including theCredit Agreement and any and all other agreements, documents, or instrumentsnow or hereafter executed and delivered pursuant to the terms hereof orpursuant to the terms of the Credit Agreement or the Security Agreement, asamended hereby, are amended so that any reference in such Loan Documents to theCredit Agreement or the Security Agreement shall mean a reference to the CreditAgreement or the Security Agreement, respectively, as amended hereby. Each referencein the Loan Documents to “Loan Documents” shall include a reference to thisAmendment.

Section5.5.                                   Expenses of Lender. Borrower agrees to pay all costs and expenses incurred by theAdministrative Agent in connection with the preparation, negotiation, andexecution of this Amendment, including without limitation, the costs and feesof the Administrative Agent’s legal counsel, as and to the extent required by Section10.03(a) of the Credit Agreement. All amounts due under this Section shall be payable not later than threeBusiness Days after written demand therefor, together with reasonably detailedsupporting documentation.

Section5.6.                                   Severability.  Anyprovision of this Amendment held by a court of competent jurisdiction to beinvalid or unenforceable shall not impair or invalidate the remainder of thisAmendment and the effect thereof shall be confined to the provision so held tobe invalid or unenforceable.

Section5.7.                                   Applicable Law.  ThisAmendment shall be governed by and construed in accordance with the applicablelaw pertaining in the State of New York, other than those conflict of lawprovisions that would defer to the substantive laws of anotherjurisdiction.  This governing lawelection has been made by the parties in reliance (at least in part) on Section5–1401 of the General Obligations Law of the State of New York, as amended (asand to the extent applicable), and other applicable law.

Section5.8.                                   Successors and Assigns.  ThisAmendment is binding upon and shall inure to the benefit of the AdministrativeAgent, each Lender, the Borrower, each Subsidiary Loan Party and theirrespective successors and assigns, except that neither Borrower nor anySubsidiary Loan Party may assign or transfer any of its rights or obligationshereunder without the prior written consent of each Lender.

Section5.9.                                   Counterparts.  ThisAmendment may be executed in counterparts (and by different parties hereto ondifferent counterparts), each of which shall constitute an original, but all ofwhich when taken together shall constitute a single contract.

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Section 5.10.                             Effect of Waiver.  Noconsent or waiver, express or implied, by the Administrative Agent or anyLender to or for any breach of or deviation from any covenant, condition orduty by any Loan Party shall be deemed a consent or waiver to or of any otherbreach of the same or any other covenant, condition or duty.

Section 5.11.                             Headings.  The headings, captions, andarrangements used in this Amendment are for convenience only and shall notaffect the interpretation of this Amendment.

Section5.12.                             ENTIRE AGREEMENT.  THISAMENDMENT AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONGTHE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THISAMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIESHERETO.

Executed as of the date first written above.
|   | SPECTRALINK CORPORATION, as  Borrower   |
|--------|-----------------------------------------|
|   |                                    |   |
|   |                                    |   |
|   | By:                                     |   |
|   |                                    | Ernest J.  Sampias, Chief Financial Officer, |
|   |                                    | Executive Vice  President Finance and |
|   |                                    | Administration |
|   |                                    |   |
|   |                                    |   |
|   | SPECTRALINK  INTERNATIONAL CORPORATION, |
|   | as a Loan Party                         |
|   |                                    |   |
|   |                                    |   |
|   | By:                                     |   |
|   |                                    | Leah Maher,  Secretary |
|   |                                    |   |
|   |                                    |   |
|   | JPMORGAN CHASE  BANK, N.A., as the      |
|   | Administrative  Agent and as a Lender   |
|   |                                    |   |
|   |                                    |   |
|   | By:                                     |   |
|   |                                    | Sean J. Lynch,  Vice President |
|   |                                    |   |
|   |                                    |   |
|   | COMERICA WEST  INCORPORATED             |
|   |                                    |   |
|   |                                    |   |
|   | By:                                     |   |
|   |                                    | Name: |   |
|   |                                    | Title: |   |

 

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|        | GUARANTY BANK                      |
|--------|------------------------------------|
|   |                               |   |
|   |                               |   |
|   | By:                                |   |
|   |                               | Name: |   |
|   |                               | Title: |   |
|   |                               |   |
|   |                               |   |
|   | KEYBANK NATIONAL  ASSOCIATION      |
|   |                               |   |
|   |                               |   |
|   | By:                                |   |
|   |                               | Name: |   |
|   |                               | Title: |   |
|   |                               |   |
|   |                               |   |
|   | LASALLE BANK  NATIONAL ASSOCIATION |
|   |                               |   |
|   |                               |   |
|   | By:                                |   |
|   |                               | Name: |   |
|   |                               | Title: |   |
|   |                               |   |
|   |                               |   |
|   | SILICON VALLEY  BANK               |
|   |                               |   |
|   |                               |   |
|   | By:                                |   |
|   |                               | Name: |   |
|   |                               | Title: |   |
|   |                               |   |
|   |                               |   |
|   | U.S. BANK  NATIONAL ASSOCIATION    |
|   |                               |   |
|   |                               |   |
|   | By:                                |   |
|   |                               | Name: |   |
|   |                               | Title: |   |

 

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SCHEDULE2.01TOFOURTH AMENDMENT TO CREDIT AGREEMENT ANDTHIRD AMENDMENT TO SECURITY AGREEMENT

Commitments
| **Lender**                         | ** ** | **Revolving Commitments** | ** **        | **Term Loan  Commitments** | ** ** |
|------------------------------------|------------|--------------------------------|-------------------|---------------------------------|------------|
| JPMorgan Chase  Bank, N.A.         |       | $                              | 6,250,000         |                            | $          | 2,500,000.00 |   |
| Comerica West  Incorporated        |       | $                              | 3,125,000.00      |                            | $          | 1,250,000.00 |   |
| Guaranty Bank                      |       | $                              | 3,125,000.00      |                            | $          | 1,250,000.00 |   |
| KeyBank National  Association      |       | $                              | 3,125,000.00      |                            | $          | 1,250,000.00 |   |
| LaSalle Bank  National Association |       | $                              | 3,125,000.00      |                            | $          | 1,250,000.00 |   |
| Silicon Valley  Bank               |       | $                              | 3,125,000.00      |                            | $          | 1,250,000.00 |   |
| U.S. Bank  National Association    |       | $                              | 3,125,000.00      |                            | $          | 1,250,000.00 |   |
| **TOTAL**                          | ** ** | **$**                          | **25,000,000.00** | ** **                      | **$**      | **10,000,000.00** | ** ** |

 

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