Exhibit
10.1


CONSENT
AND THIRD AMENDMENT TO CREDIT AGREEMENT


THIS
CONSENT AND THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated
as of May 17, 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 and that certain Waiver and Second Amendment to
Credit Agreement dated March 28, 2006 among the Borrower, the Administrative
Agent and the lenders party thereto, the “Agreement”).


B.                                   The Borrower has advised the Administrative
Agent and the Lenders that the Borrower desires to change the last day of the
Borrower’s fiscal year so that the last day of the Borrower’s fiscal year will
be January 31 instead of December 31 and the last day of the Borrower’s fiscal
quarters will be January 31, April 30, July 31, and October 31. In accordance
with the Agreement, the Borrower has requested that the Required Lenders
consent to the Borrower’s departure from Section 6.11 of the Agreement
in order to permit the Borrower to change the last day of its fiscal year and
fiscal quarters effective January 1, 2007.


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 the date
hereof:


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


(d)
                              Excess Cash Flow. 
Following the end of each fiscal year of the Borrower, commencing with
the fiscal year ending December 31, 2005, the Borrower shall prepay Term
Borrowings in an aggregate amount equal to 50% of Excess Cash Flow for such
fiscal year; provided that if Excess Cash Flow for such fiscal year is
less than $100,000, then no prepayments under this Section 2.11(d) shall be
required for such fiscal year.  Each
prepayment pursuant to this paragraph shall be made on or before the date on
which financial statements are delivered pursuant to Section 5.01(a) with
respect to the fiscal year for which Excess Cash Flow is being calculated (and
in any event within 90 days after the end of such fiscal year). For purposes of
this Section 2.11(d), the



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calculation of Excess Cash
Flow for the fiscal year ending January 31, 2008 shall include the fiscal month
ending January 31, 2007 (i.e.
such calculation shall be for thirteen months).


Section 2.2.                                   Amendment to Section 6.05(k).  Section
6.05(k) of the Agreement is amended and restated in its entirety to read as
follows:


(k)
                               Dispositions of assets (other than Equity
Interests in a Subsidiary) that are not permitted by any other clause of this
Section; provided that the aggregate fair market value of all assets sold,
transferred, leased or otherwise disposed of in reliance upon this clause (k)
shall not exceed $250,000 during any fiscal year of the Borrower (provided,
that if the aggregate market value of such assets sold, transferred, leased or
disposed of in any such fiscal year is less than the amount permitted
hereunder, such unused amount may be carried-forwarded and applied to the
amount permitted hereunder for succeeding fiscal years) (provided, further that
the fiscal year ended January 31, 2008 shall include the fiscal month ended
January 31, 2007 for purposes of any calculation under this clause (k));


Section 2.3.                                   Amendment to Section 7.02.


(a)
                               The first paragraph of Section 7.02 of
the Agreement is amended and restated in its entirety to read as follows:


Section 7.02.                             Leverage Ratio.  As
of the last day of each fiscal quarter, the Borrower shall not permit the ratio
of Total Indebtedness as of such date to its EBITDA for the twelve (12)
consecutive months then ended to exceed 2.25 to 1.00.  For calculations of the Leverage Ratio prior
to December 31, 2006, the Borrower’s EBITDA will be measured from January 1,
2006 through the fiscal quarter to have completely elapsed as of the date of
determination and such amount shall be multiplied by (a) four for the fiscal
quarter ended March 31, 2006; (b) two for the fiscal quarter ended June 30,
2006, and (c) 4/3 for the fiscal quarter ended September 30, 2006.


(b)
                              Clause (a) of the definition of “Total Indebtedness”
contained in Section 7.02 of the Agreement is amended and restated in
its entirety to read as follows:


(a)
the average outstanding principal amount of the Loans under this Agreement for
the twelve consecutive months ending on the date of determination (computed on
the basis of the simple average of the balances outstanding as of each fiscal
month end during such period);


Section 2.4.                                   Amendment to Section 7.03.  Section
7.03 of the Agreement is amended and restated in its entirety to read as
follows:


Section 7.03                                Fixed Charge Coverage.  As
of the last day of each fiscal quarter, the Borrower shall not permit the ratio
of:


(a)
                               the sum of the following for Borrower and the
Subsidiaries calculated on a consolidated basis in accordance with GAAP for the
period of twelve (12) consecutive months then ended:  (i) EBITDA; minus (ii) Capital
Expenditures, to



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(b)                               the Fixed Charges for the period of twelve
(12) consecutive months then ended


to be less than:


(i)                                   1.00 to 1.00 as of the last day of the fiscal
quarter occurring during the period from the Effective Date through and
including March 31, 2006;


(ii)                                1.15 to 1.00 as of the last day of each
fiscal quarter occurring during the period from April 1, 2006 through and
including December 31, 2006;


(iii)                               1.25 to 1.00 as of the last day of each
fiscal quarter occurring during the period from February 1, 2007 through and
including January 31, 2008; and


(iv)                              1.35 to 1.00 as of the last day of each
fiscal quarter occurring after January 31, 2008;


provided, however, for calculations of the Fixed
Charge Coverage Ratio prior to December 31, 2006, the Borrower’s EBITDA and
Fixed Charges will be measured from January 1, 2006 through the month to have
completely elapsed as of the date of determination.


As used in this Section 7.03, “Fixed Charges”
means for any period, the sum of the following for the Borrower and the
Subsidiaries calculated on a consolidated basis without duplication for such
period:  (a) the aggregate amount of
interest, including payments in the nature of interest under Capitalized Lease
Obligations, paid or payable in cash; (b) all taxes paid or payable in cash;
and (c) the scheduled amortization of Indebtedness paid or payable.


Section 2.5.                                   Amendment to Compliance Certificate. 
Schedule I to the Compliance Certificate (Borrower’s Applicable Rate Calculation) is hereby amended
and restated to read as Exhibit A hereto.


ARTICLE
III.


Consent


Section
3.1.                                   Consent.  Each of the undersigned
Lenders consents to the Borrower’s departure from Section 6.11 of
the Agreement for the sole purpose of permitting the Borrower to change the
last day of its fiscal year to January 31 and the last day of its fiscal
quarters to January 31, April 30, July 31, and October 31.  Each of the undersigned Lenders agrees that
such departure will not result in an Event of Default under the Agreement.  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:


(a)
                               the Borrower shall deliver to the
Administrative Agent concurrently with the audited financials statements for
the fiscal year ended December 31, 2006 
required by Section 5.01(a) of the Agreement, the Borrower’s
consolidated balance sheet and related statements of operations, stockholders’
equity and cash flows as of the end of and for the fiscal month ended January
31, 2007, all certified by one of the Borrower’s Financial Officers as
presenting fairly in all material respects the financial condition and results
of operations of the Borrower



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and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal audit adjustments and the absence of footnotes; and


(b)
                              that the consent set forth herein shall not
be deemed a consent to the departure from or waiver of (i) Section 6.11
of the Agreement for any purpose other than as described in Recital B hereto,
(ii) any other covenant or condition in any Loan Document or (iii) any Event of
Default that otherwise may arises as a result of the change of the last day of
the fiscal year and the last day of each fiscal quarter.


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.



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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 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:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



 5
 






 



 


	
  

  	
  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:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  
	
   

  	
  GUARANTY BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  
	
   

  	
  KEYBANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  
	
   

  	
  LASALLE BANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



 6
 






 



 


	
   

  	
  SILICON VALLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



 7
 






 



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:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



 8














 


EXHIBIT A 


to


CONSENT
AND THIRD AMENDMENT TO CREDIT AGREEMENT


Schedule I to Compliance
Certificate















 


SCHEDULE
I

TO

COMPLIANCE CERTIFICATE


Compliance
as of                   ,
         with

Provisions of Sections 7.01, 7.02 and 7.03 of

the Credit Agreement


A.            Section 7.01.
Consolidated Net Worth.


	
  (1) $65,000,000

  	
   

  	
   

  	
   

  	
  $

  	
  65,000,000

  	
   

  
	
  (2) Consolidated
  Net Income of Borrower and its Subsidiaries (net income (loss), excluding the
  following items)

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  (a) the income (or loss) of any Person (other than a
  subsidiary) in which the Borrower or a subsidiary has an ownership interest
  (but including cash dividends and distributions);

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (b) the income of any subsidiary to the extent the
  payment of such income in the form of a distribution or repayment of any
  Indebtedness to the Borrower or a subsidiary is not permitted;

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (c) any gains or losses accrued on foreign currency
  receivables or on foreign currency payables of the Borrower or a subsidiary
  organized under the laws of the United States which are not realized in a
  cash transaction;

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (d) the income or loss of any foreign subsidiary or
  of any foreign Person (other than a subsidiary) in which the Borrower or
  subsidiary has an ownership interest to the extent that the equivalent dollar
  amount of the income or loss contains increases or decreases due to the
  fluctuation of a foreign currency exchange rate after the Effective Date;

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (e) the income or loss of any Person acquired by the
  Borrower or a subsidiary for any period prior to the date of such
  acquisition;

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (f) any non-cash expense attributable to the
  expensing of stock option programs of the Subject Person pursuant to FASB
  132; provided, however, that Consolidated Net Income shall be reduced
  (without duplication) by the aggregate amount of cash payments made by the
  Subject Person during any period for the purpose of funding any such expense;
  and

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (g) any non-cash expense recognized solely as a
  result of or in connection with the consummation of the Acquisition.

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (3) 75% of Line
  (2)

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  (4) Net cash proceeds of any sale of Equity
  Interests or other capital contributions to the capital of Borrower since
  9/30/2005

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  (5) Total of
  Lines (1), (3) and (4)

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  (6) Consolidated
  Net Worth (stockholders’ equity under GAAP)

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  Compliance with Section 7.01 — Does Line
  (6) exceed Line (5)?

  	
   

  	
  YES

  	
   

  	
  NO

  	
   

  



 



 1
 






 



B.            Section 7.02. Leverage
Ratio.


	
  (1) Total
  Indebtedness

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  (2) EBITDA (sum
  of Lines (a) through (d)) *

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  (a) Consolidated Net Income

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (b) any provision for (or less any benefit from)
  income or franchise taxes included in determining Consolidated Net Income

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (c) interest expense (including the interest portion
  of Capital Lease Obligations) deducted in determining Consolidated Net Income

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (d) amortization and depreciation expense deducted
  in determining Consolidated Net Income

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (3) If prior to
  December 31, 2006, the Borrower’s EBITDA (line 2) shall be multiplied by (a)
  four for the fiscal quarter ended March 31, 2006; (b) two for the fiscal
  quarter ended June 30, 2006, and (c) 4/3 for the fiscal quarter ended
  September 30, 2006.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (4) Line (1)
  divided by Line (3)

  	
   

  	
   

  	
   

  	
          to
  1.00

  	
   

  
	
  Compliance with Section
  7.02 – Is Line (4) less than 2.25 to 1.00?

  	
   

  	
  YES

  	
   

  	
  NO

  	
   

  



 






* For calculations of the Leverage Ratio, the Borrower’s
EBITDA will be measured for the twelve consecutive months then ended, unless
prior to December 31, 2006, then from January 1, 2006 through the fiscal
quarter to have completely elapsed as of the date of determination.


C.            Section 7.03. Fixed
Charge Coverage Ratio .


	
  (1) EBITDA (sum
  of Lines (a) through (d)) *

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  (a) Consolidated Net Income

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (b) any provision for (or less any benefit from)
  income or franchise taxes included in determining Consolidated Net Income

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (c) interest expense (including the interest portion
  of Capital Lease Obligations) deducted in determining Consolidated Net Income

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (d) amortization and depreciation expense deducted
  in determining Consolidated Net Income

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (2) Capital
  Expenditures

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  (3) Total of
  Line (1) minus Line (2)

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  (4) Fixed
  Charges (sum of Lines (a) through (c)) *

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  (a) the aggregate amount of interest paid or payable
  in cash, including payments in the nature of interest under Capitalized Lease
  Obligations

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (b) the scheduled amortization of Indebtedness paid
  or payable in cash

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (c) taxes paid or payable in cash

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
  (5) Line (3)
  divided by Line (4)

  	
   

  	
   

  	
   

  	
         to
  1.00

  	
   

  
	
  Compliance with Section
  7.03 – Is Line (5) less than (i) 1.00 to 1.00 for any
  test period through and including March 1, 2006, (ii) 1.15 to 1.00 for any
  test period from April 1, 2006, through and including December 31, 2006,
  (iii) 1.25 to 1.00 for any test period from February 1, 2007 through and
  including January 31, 2008; and (iv) 1.35 to 1.00 for any test period
  thereafter?

  	
   

  	
  YES

  	
   

  	
  NO

  	
   

  



 






* For calculations of the Fixed Charge Coverage Ratio,
the Borrower’s EBITDA and Fixed Charges will be measured for the twelve
consecutive months then ended, unless prior to December 31, 2006, then from
January 1, 2006 through the month to have completely elapsed as of the date of
determination.


 



 2














 


SCHEDULE 4.13 


to


CONSENT
AND THIRD AMENDMENT TO CREDIT AGREEMENT


Required
Lenders


	
   

  	
   

  	
   

  	
   

  	
  Lenders Agreeing to Third Amendment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (insert % from prior column if Lender

  	
   

  
	
   

  	
   

  	
  Required Lender

  	
   

  	
  signs Amendment then total % in this

  	
   

  
	
  Lender

  	
   

  	
  Percentage Held

  	
   

  	
  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

  	
  %

  	
   

  	
   

  
	
  LaSalle Bank
  National Association

  	
   

  	
  12.50

  	
  %

  	
  12.50

  	
  %

  
	
  Silicon Valley
  Bank

  	
   

  	
  12.50

  	
  %

  	
   

  	
   

  
	
  U.S. Bank
  National Association

  	
   

  	
  12.50

  	
  %

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  100.00

  	
  %

  	
  62.50

  	
  %