Exhibit 10.7


 


WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT


 


THIS WAIVER AND SECOND
AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated March 28,
2006 is among SPECTRALINK CORPORATION, a Delaware corporation (the “Borrower”),
the lenders party hereto, and JPMORGAN CHASE BANK, N.A., as the administrative
agent (the “Administrative Agent”).


 


RECITALS:


 


A.            The
Borrower, the Administrative Agent, and the lenders party thereto have entered
into that certain Credit Agreement dated as of December 9, 2005 (as amended
by that certain First Amendment to Credit Agreement dated December 21,
2005 among the Borrower, the Administrative Agent and the Lenders party
thereto, the “Agreement”).


 


B.            Pursuant
to that certain Master Assignment and Acceptance dated as of December 23,
2005, JPMorgan Chase Bank, N.A. assigned a portion of its Commitment, Revolving
Loans and Term Loans to Comerica West Incorporated, Guaranty Bank, KeyBank
National Association, LaSalle Bank National Association, Silicon Valley Bank,
and U.S. Bank National Association.


 


C.            The
Borrower has advised the Administrative Agent and the Lenders that a Default has
occurred under subsection (e) of Article VIII of
the Agreement as a result of the Borrower’s failure to comply with the
covenants set forth in subsections Section 5.01(b) and (c) of
the Agreement, in each case for the fiscal quarter ended December 31, 2005
(the “Existing Default” and the covenants described in this paragraph,
herein the “Violated Covenants”). In accordance with the Agreement, the
Borrower has requested that the Lenders waive the Existing Default.


 


NOW, THEREFORE, in
consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows effective as of March 15, 2006:


 


ARTICLE I.


 


Definitions


 


Section 1.1.            Definitions. Capitalized terms used in this Amendment, to the
extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby.


 


ARTICLE II.


 


Amendments to Credit
Agreement


 


Section 2.1.            Amendment to Section 1.01. The last paragraph in the
definition of the term “Applicable Rate” contained in Section 1.01
of the Agreement is amended and restated in its entirety to read as follows:


 


For purposes of the foregoing, (i) the
Leverage Ratio shall be determined as of the end of (A) each of the first
three fiscal quarters of the Borrower’s fiscal year based upon the Borrower’s
consolidated financial statements delivered pursuant to Section 5.01(b) and
(B) the last fiscal quarter of the Borrower’s fiscal year based upon the
Borrower’s consolidated financial statements delivered pursuant to Section 5.01(a) and
(ii) each change in the Applicable Rate resulting from a change in the
Leverage Ratio shall be 


 


1

















 


effective during the period
commencing on and including the date of delivery to the Administrative Agent of
such consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such change; provided
that the Leverage Ratio shall be deemed to be in Category 1 (A) at
any time that an Event of Default has occurred and is continuing or (B) at
the option of the Administrative Agent or at the request of the Required
Lenders if the Borrower fails to deliver the consolidated financial statements
required to be delivered by it pursuant to Section 5.01(a) or (b),
during the period from the expiration of the time for delivery thereof until
such consolidated financial statements are delivered.


 


Section 2.2.            Amendment to Section 5.01(a). Section 5.01(a) of
the Agreement is amended and restated in its entirety to read as follows:


 


(a)           Annual Financial Statements. within 90 days after the end of
each fiscal year of the Borrower, its audited consolidated balance sheet and
related statements of operations, stockholders’ equity and cash flows as of the
end of and for such year, setting forth in each case in comparative form the
figures for the previous fiscal year, all reported on by KPMG LLP or other
independent public accountants of recognized national standing (without a “going
concern” or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial
condition and results of operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied;


 


Section 2.3.            Amendment to Section 5.01(b). Section 5.01(b) of
the Agreement is amended and restated in its entirety to read as follows:


 


(b)           Quarterly Financial Statements. within 45 days after the end
of each of the first three fiscal quarters of each fiscal year of the Borrower,
its consolidated balance sheet and related statements of operations,
stockholders’ equity and cash flows as of the end of and for each such fiscal
quarter and the then elapsed portion of the fiscal year, setting forth in each
case in comparative form the figures for the corresponding period or
periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results
of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;


 


ARTICLE III.


 


Waiver


 


Section 3.1.            Waiver. Each of the undersigned Lenders waives the Existing
Default and agrees not to exercise any rights or remedies available as a result
of the occurrence thereof. To induce the Lenders to agree to the terms of this Section 3.1,
the Borrower and the Subsidiary Loan Parties (by their execution below) agree
that the waiver specifically described herein shall not constitute and shall
not be deemed a waiver of any other Default, whether arising as a result of the
further violation the Violated Covenants or otherwise, or a waiver of any
rights or remedies arising as a result of such other Defaults. The failure to
comply with the Violated Covenants for any date other than as described above
in the definition of Existing Default shall constitute a Default. Each of the
undersigned Lenders agrees that the Borrower shall not be required to deliver (a) its
consolidated balance sheet and related statements of 


 


2

















 


operations,
stockholders’ equity and cash flows for the fiscal quarter ended December 31,
2005 as required by Section 5.01(b) of the Agreement or (b) a
Compliance Certificate for the fiscal quarter ended December 31, 2005 as
required by Section 5.01(c) of the Agreement.


 


ARTICLE IV.


 


Miscellaneous


 


Section 4.1.            Ratifications. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Agreement and except as expressly modified and superseded by this Amendment,
the terms and provisions of the Agreement and the other Loan Documents are
ratified and confirmed and shall continue in full force and effect. The
Borrower, the Administrative Agent and the Lenders agree that the Agreement, as
amended hereby, and the other Loan Documents shall continue to be legal, valid,
binding and enforceable in accordance with their terms.


 


Section 4.2.            Representations and Warranties. The Borrower and each Subsidiary
Loan Party hereby represents and warrants to the Administrative Agent and the
Lenders as follows as of the date hereof and after giving effect to this
Amendment: (a) no Default exists and (b) the representations and
warranties set forth in the Loan Documents are true and correct in all material
respects on and as of the date hereof with the same effect as though made on
and as of such date except to the extent such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects on and as of such
date.


 


Section 4.3.            Survival of Representations and Warranties. All representations and warranties
made in this Amendment shall survive the execution and delivery of this
Amendment, and no investigation by Administrative Agent or any Lender or any
closing shall affect the representations and warranties or the right of the Administrative
Agent or any Lender to rely upon them.


 


Section 4.4.            Reference to Agreement. Each of the Loan Documents,
including the Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms
hereof or pursuant to the terms of the Agreement as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Agreement shall
mean a reference to the Agreement as amended hereby.


 


Section 4.5.            Expenses of Lender. Borrower agrees to pay all costs and expenses
incurred by the Administrative Agent in connection with the preparation,
negotiation, and execution of this Amendment, including without limitation, the
costs and fees of the Administrative Agent’s legal counsel, as and to the
extent required by Section 10.03(a) of the Agreement. All
amounts due under this Section shall be payable not later than three
Business Days after written demand therefor, together with reasonably detailed
supporting documentation.


 


Section 4.6.            Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.


 


Section 4.7.            Applicable Law. This Amendment shall be governed by and construed in
accordance with the applicable law pertaining in the State of New York, other
than those conflict of law provisions that would defer to the substantive laws
of another jurisdiction. This governing law election 


 


3

















 


has been
made by the parties in reliance (at least in part) on Section 5–1401 of
the General Obligations Law of the State of New York, as amended (as and to the
extent applicable), and other applicable law.


 


Section 4.8.            Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of the Administrative Agent, each Lender, the
Borrower, each Subsidiary Loan Party and their respective successors and
assigns, except that neither Borrower nor any Subsidiary Loan Party may assign
or transfer any of its rights or obligations hereunder without the prior
written consent of each Lender.


 


Section 4.9.            Counterparts. This Amendment may be executed in counterparts
(and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall
constitute a single contract.


 


Section 4.10.          Effect of Waiver. No consent or waiver, express or implied, by the Administrative
Agent or any Lender to or for any breach of or deviation from any covenant,
condition or duty by the Borrower or any Subsidiary Loan Party shall be deemed
a consent or waiver to or of any other breach of the same or any other
covenant, condition or duty.


 


Section 4.11.          Headings. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.


 


Section 4.12.          ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS EMBODY
THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL
PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED
OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OR DISCUSSIONS OF THE PARTIES HERETO.


 


Section 4.13.          Required Lenders. The Agreement is modified as provided in this
Amendment with the agreement of the Borrower and the Required Lenders which
means Lenders having more than fifty percent (50%) of the sum of the total
Revolving Exposures, Term Loans and unused Commitments (such percentage
applicable to a Lender, herein such Lender’s “Required Lender Percentage”).
For purposes of determining the effectiveness of this Amendment, each Lender’s
Required Lender Percentage is set forth on Schedule 4.13 hereto.


 


Executed as of the date
first written above.


 


	
   

  	
  SPECTRALINK CORPORATION, as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  David I. Rosenthal, Executive Vice President

  
	
   

  	
   

  	
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as the Administrative
  Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Sean J. Lynch, Vice President

  



 


4

















 


	
   

  	
  COMERICA WEST INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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:

  	
   

  



 


5

















 


Subsidiary Loan Party Consent


 


The undersigned Subsidiary
Loan Party:  (i) hereby consents and
agrees to this Amendment and (ii) agrees that the Loan Documents to which
it is a party shall remain in full force and effect and shall continue to be
the legal, valid and binding obligation of such Subsidiary Loan Party
enforceable against it in accordance with their respective terms.


 


	
   

  	
  SUBSIDIARY LOAN PARTIES:

  
	
   

  	
   

  
	
   

  	
  SPECTRALINK INTERNATIONAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  David I. Rosenthal, Treasurer

  



 


6

















 


SCHEDULE 4.13


to


WAIVER AND SECOND
AMENDMENT TO CREDIT AGREEMENT


 


Required Lenders


 


	
  Lender

  	
   

  	
  Required Lender

  Percentage Held

  	
   

  	
  Lenders Agreeing to Second

  Amendment (insert % from prior

  column if Lender signs Amendment

  then total % in this column)

  	
   

  
	
  JPMorgan Chase Bank,
  N.A.

  	
   

  	
  25.00

  	
  %

  	
  25.00

  	
  %

  
	
  Comerica West
  Incorporated

  	
   

  	
  12.50

  	
  %

  	
  12.50

  	
  %

  
	
  Guaranty Bank

  	
   

  	
  12.50

  	
  %

  	
  12.50

  	
  %

  
	
  KeyBank National
  Association

  	
   

  	
  12.50

  	
  %

  	
  12.50

  	
  %

  
	
  LaSalle Bank National
  Association

  	
   

  	
  12.50

  	
  %

  	
  12.50

  	
  %

  
	
  Silicon Valley Bank

  	
   

  	
  12.50

  	
  %

  	
  12.50

  	
  %

  
	
  U.S. Bank National
  Association

  	
   

  	
  12.50

  	
  %

  	
  12.50

  	
  %

  
	
  TOTAL

  	
   

  	
  100.00

  	
  %

  	
  100.00

  	
  %