Exhibit 10.2


FOURTH
AMENDMENT TO CREDIT AGREEMENT AND THIRD AMENDMENT TO SECURITY AGREEMENT


THIS
FOURTH AMENDMENT TO CREDIT AGREEMENT AND THIRD AMENDMENT TO SECURITY AGREEMENT
(the “Amendment”), dated as of June 30, 2006 is among SPECTRALINK
CORPORATION, a Delaware corporation (the “Borrower”), SPECTRALINK
INTERNATIONAL CORPORATION, the Lenders, 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 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, that certain Waiver and Second Amendment to
Credit Agreement dated March 28, 2006 among the Borrower, the Administrative
Agent and the lenders party thereto, and that certain Consent and Third
Amendment to Credit Agreement dated May 17, 2006 among the Borrower, the Administrative
Agent and the lenders party thereto, the “Credit Agreement”).


B.                                    In
connection with the Credit Agreement, the Borrower, Spectralink International
Corporation, and the Administrative Agent entered into that certain Security
Agreement dated as of December 9, 2005 (as amended by that certain First
Amendment to Security Agreement dated as of February 15, 2006, among the
Borrower, Spectralink International Corporation, and the Administrative Agent
and 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 the
Credit Agreement, the Lenders advanced a $15,000,000 Term Loan to the
Borrower.  By making payments of
$5,000,000 on February 6, 2006, $8,750,000 on March 8, 2006, and $1,250,000 on
March 28, 2006, the Borrower repaid all of the outstanding principal amount of
the Term Loan, and all interest accrued thereon.


D.                                  The Borrower has requested that the Lenders
agree: (i) to reallocate $10,000,000 of the outstanding principal amount of the
Revolving Loans on June 30, 2006 as the “Term Loan” under the Credit Agreement
to be allocated among the Lenders pro rata based their Term Commitments set
forth on Schedule 2.01 to the Credit Agreement; (ii) to deem $10,000,000 of the
outstanding principal amount of the Revolving Loans on June 30, 2006 reduced by
the $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 Credit
Agreement relating to the initial Term Loan advanced under the Credit
Agreement.


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 June 30,
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 Credit Agreement, as amended hereby.



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ARTICLE
II.


Amendments
to Credit Agreement


Section 2.1.                                   Amendment to Section 1.01.  The
following definitions contained in Section 1.01 of the Credit Agreement
are amended and restated in their respective entireties to read as follows:


“Term Loan” means (a) a Loan made pursuant to
clause (a) of Section 2.01 and (b) 
$10,000,000 of the outstanding principal amount of the Revolving Loans
on 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 Term
Loan Commitment set forth on Schedule 2.01 hereto and (ii) used to reduced the
outstanding principal amount of the Revolving Loans on June 30, 2006 in an
aggregate amount equal to $10,000,000.


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


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


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


Section 2.10.                             Amortization of Term Loan.  The
Borrower hereby unconditionally promises to repay the Term Loan in equal
installments 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 and
continuing until and including March 31, 2008. 
Any remaining principal outstanding under the Term Loan shall be due and
payable on the Term Loan Maturity Date. 
Prior to any repayment of any Term Borrowings, the Borrower shall select
the Borrowing or Borrowings to be repaid and shall notify the Administrative
Agent by telephone (confirmed by telecopy) of such selection not later than
11:00 a.m., Houston, Texas time, three Business Days before the scheduled date
of such repayment.  Each repayment of a
Borrowing shall be applied ratably to the Loans included in the repaid
Borrowing.


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


(d)                                 [Intentionally Omitted.]


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


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



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ARTICLE
III.


Amendment
to Security Agreement


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


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


ARTICLE
IV.


Conditions
Precedent


Section 4.1.                                   Conditions.  The effectiveness of Articles
II and III of this Amendment is subject to the satisfaction of the
following conditions precedent:


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


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


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


(d)                               No Default shall have occurred and be
continuing; and


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


ARTICLE
V.


Miscellaneous


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



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


Section
5.2.                                   Representations and Warranties.  Each
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
5.3.                                   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 the
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
5.4.                                   References to Credit Agreement and Security
Agreement.  Each of the Loan Documents, including the
Credit 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 Credit Agreement or the Security Agreement, as
amended hereby, are amended so that any reference in such Loan Documents to the
Credit Agreement or the Security Agreement shall mean a reference to the Credit
Agreement or the Security Agreement, respectively, as amended hereby. Each reference
in the Loan Documents to “Loan Documents” shall include a reference to this
Amendment.


Section
5.5.                                   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 Credit 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
5.6.                                   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
5.7.                                   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 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
5.8.                                   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
5.9.                                   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.



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Section 5.10.                             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 any 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 5.11.                             Headings.  The headings, captions, and
arrangements used in this Amendment are for convenience only and shall not
affect the interpretation of this Amendment.


Section
5.12.                             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.


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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SCHEDULE
2.01

TO

FOURTH AMENDMENT TO CREDIT AGREEMENT AND

THIRD 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