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