exv10w100



 



EXHIBIT 10.100



AMENDMENT NO. 2 TO CREDIT AGREEMENT



     This Amendment No. 2 to Credit Agreement (“Amendment”) is made as of this
30th day of June, 2003 by and between Aspect Communications Corporation, a
California corporation (“Company”), the banks party to the Credit Agreement (the
“Banks”) and Comerica Bank, as Agent for the Banks (in such capacity, the
“Agent”).


RECITALS



     A.     Company, Agent and the Banks entered into that certain Credit Agreement
dated as of August 9, 2002, as amended by one previous amendment (the “Credit
Agreement”), under which the Banks extended (or committed to extend) credit to
the Company, as set forth therein.


     B.     Company, Agent and Banks desire to further amend the Credit Agreement.


     NOW, THEREFORE, Company, Agent and the Banks agree as follows:


     1.     Section 7.18(a) of the Credit Agreement shall be amended to read in its
entirety as follows:


     "(a) With respect to each Foreign Subsidiary which is a Significant
Foreign Subsidiary on the Effective Date, and by no later than September 30,
2003, the Company shall promptly execute, or cause to be executed by its
Domestic Subsidiaries (to the extent applicable), and delivered to the
Collateral Agent a local law Foreign Pledge Agreement encumbering the capital
stock or other ownership interests of such Foreign Subsidiary to secure the
Indebtedness of the Company;”


     2.     Schedule 1.3 to the Credit Agreement is amended in its entirety to read
in the form of Schedule 1.3 annexed hereto.


     3.     This Amendment shall be effective upon execution of the Amendment by
Agent, Banks and Company.


     4.     Company ratifies and confirms, as of the date hereof and after giving
effect to the amendments contained herein, each of the representations and
warranties set forth in Sections 6.1 through 6.19 and 6.21 through 6.25,
inclusive, of the Credit Agreement and acknowledges that such representations
and warranties are and shall remain continuing representations and warranties
during the entire life of the Credit Agreement; and the continuing
representations and warranties of the Company set forth in Section 6.20 of the
Credit Agreement are true and correct as of the date hereof with respect to the
most recent financial statements furnished to the Agent by Company in accordance
with Section 7.1 of the Credit Agreement.


     5.     Except as specifically set forth above, this Amendment shall not be
deemed to amend or alter in any respect the terms and conditions of the Credit
Agreement, any of the Notes issued thereunder or any of the other Loan
Documents, or to constitute a waiver by the Banks or


 






 




Agent of any right or remedy under or a consent to any transaction not meeting
the terms and conditions of the Credit Agreement, any of the Notes issued
thereunder or any of the other Loan Documents.


     6.     Unless otherwise defined to the contrary herein, all capitalized terms
used in this Amendment shall have the meanings ascribed thereto in the Credit
Agreement.


     7.     This Amendment shall be construed in accordance with and governed by
the laws of the State of California.


[SIGNATURES FOLLOW ON SUCCEEDING PAGES]



2






 





     WITNESS the due execution hereof as of the day and year first above
written.



	 	 	 	 	 	 	 	 
	COMERICA BANK, individually and	 	ASPECT COMMUNICATIONS
	as Agent	 	CORPORATION
	 	 	 	 	 	 	 	 
	By:	 	
W.B. Murdock
	 	By:
	 	Christine M. Gorjanc	 
	 	 	


	 	 	 	
	 
	 	 	 	 	 	 	 	 
	Its:	 	
Vice President
	 	Its:
	 	VP, Treasurer	 
	 	 	


	 	 	 	
	 
	 	 	 	 	 	 	 
	THE CIT GROUP/BUSINESS CREDIT, INC.	 	 	 	 
	 	 	 	 	 	 	 	 
	By:	 	
Thomas Hopkins	 	 	 	 	 
	 	 	

	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Its:	 	
Vice President	 	 	 	 	 
	 	 	

	 	 	 	 	 
	 	 	 	 	 	 	 	 
	COMERICA BANK — CALIFORNIA	 	 	 	 
	 	 	 	 	 	 	 	 
	By:	 	
Robert Ways	 	 	 	 	 
	 	 	

	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Its:	 	
Vice President	 	 	 	 	 
	 	 	

	 	 	 	 	 



3






 



SCHEDULE 1.3



SIGNIFICANT FOREIGN SUBSIDIARIES




	 	 	 
	Aspect Telecommunications Technology Ltd.	 	
Cayman Islands
	Aspect Communications UK Limited	 	
United Kingdom
	Aspect Communications GmbH	 	
Germany




4