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
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