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EXHIBIT 10.2
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as
of June 28, 1996, is among SOFTWARE SPECTRUM, INC. (the "Borrower"), each of
the banks or other lending institutions which are a party hereto (individually a
"Bank" and collectively, the "Banks") and TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, individually as a Bank (in its individual capacity and not as
agent, herein "TCB") and as agent for itself and the other Banks (in such
capacity as agent, together with its successors in such capacity, the "Agent").
RECITALS:
A. Borrower, TCB and the Agent have entered into that certain
Credit Agreement dated May 3, 1996 (as amended by that certain First Amendment
to Credit Agreement and Master Assignment and Acceptance dated as of the date
hereof among Borrower, Agent and the Banks, the "Agreement" and such amendment
herein the "First Amendment").
B. Pursuant to Section 14.8 of the Agreement and the First
Amendment, TCB assigned certain of its rights and obligations under the
Agreement and the other Loan Documents to the other Banks.
C. In connection with the First Amendment, the Borrower, Banks and
the Agent desire to amend the Agreement as herein set forth.
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:
ARTICLE 1
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 2
Amendments
Section 2.1 Amendment to Section 4.3. Effective as of the date hereof,
clause (ii) of Section 4.3 of the Agreement is hereby amended in its entirety
to read as follows:
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and (ii) in the case of Loans subject to Libor Accounts and
with respect to each such Account, on the last day of the Interest
Period with respect thereto or, if the Interest Period is longer than
three months, at three month intervals after the first day of the
Interest Period, and on the applicable Termination Date.
ARTICLE 3
Miscellaneous
Section 3.1 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forth in the Agreement and except as expressly modified and superseded by this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. Borrower, Spectrum Integrated Services, Inc. (by its execution below),
the Banks and Agent agree that the Agreement, as amended hereby, and the other
Loan Documents shall continue to be legal, binding and enforceable in
accordance with their respective terms.
Section 3.2 Reference to Agreement. Each of the Loan Documents,
including the Agreement, 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 3.3 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 3.4 Applicable Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas and the applicable
laws of the United States of America.
Section 3.5 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of Borrower, Agent, the Banks and their respective
successors and assigns, except Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of the Banks.
Section 3.6 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
agreement.
Section 3.7 Headings. The headings, captions, and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.
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Section 3.8 ENTIRE AGREEMENT. THIS AMENDMENT EMBODIES 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. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
Executed as of the date first written above.
BORROWER:
SOFTWARE SPECTRUM, INC.
By: /s/ DEBORAH A. NUGENT
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Deborah A. Nugent
Vice President
Accepted and agreed to:
SPECTRUM INTEGRATED SERVICES, INC.
By: /s/ DEBORAH A. NUGENT
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Deborah A. Nugent
Secretary/Treasurer
AGENT:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, individually as a Bank and
as the Agent
By: /s/ J. SCOT BRUNKE
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J. Scot Brunke
Senior Vice President
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OTHER BANKS:
BANQUE PARIBAS
By: /s/ ROSEMARY DAVIS
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Name: Rosemary Davis
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Title: Vice President
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By: /s/ KENNETH E. MOORE, JR.
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Name: Kenneth E. Moore, Jr.
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Title: Vice President
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NATIONAL CITY BANK, KENTUCKY
By: /s/ DON PULLEN
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Name: Don Pullen
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Title: Vice President
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COMERICA BANK
By: /s/ REGINALD M. GOLDSMITH, III
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Name: Reginald M. Goldsmith, III
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Title: Vice President
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PNC BANK, N.A.
By: /s/ STEPHEN V. PROSTOR
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Name: Stephen V. Prostor
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Title: Vice President
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WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By: /s/ KEN TAYLOR
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Name: Ken Taylor
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Title: Assistant Vice President
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NBD BANK
By: /s/ WILLIAM J. MCCAFFREY
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Name: William J. McCaffrey
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Title: Vice President
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