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Exhibit 10.1
SOFTWARE SPECTRUM, INC.
2140 MERRITT DRIVE
DALLAS, TEXAS 75201
As of September 30, 1996
Texas Commerce Bank
National Association, as Agent
Attn: Loan Syndication Services
1111 Fannin, 9th Floor, MS46
Houston, Texas 77002
Re: Credit Agreement dated as of May 3, 1996, among Software
Spectrum, Inc, Texas Commerce Bank National Association, as
agent (the "Agent") and as a bank and the other banks or
lending institutions named therein (together with the Agent
in its individual capacity, herein the "Banks") (as amended by
that certain First Amendment to Credit Agreement and Master
Assignment and Acceptance dated June 28, 1996 and that certain
Second Amendment to Credit Agreement dated June 28,1996, the
"Credit Agreement"). Capitalized terms not otherwise defined
herein shall have the same meanings as set forth in the Credit
Agreement.
Ladies and Gentlemen:
This letter (the "Amendment Letter") is written to request that the
Agent and the Banks agree to amend clauses (a) and (b) of Section 11.3 of the
Credit Agreement to read in their respective entireties as follows (the
"Amendment"):
(a) 1.00 to 1.00 computed on the basis of the Cash Flow and Fixed
Charges for the period from June 30, 1996 through September
30, 1996; (b) 1.10 to 1.00 computed on the basis of the Cash
Flow and Fixed Charges for the period from June 30, 1996
through December 31, 1996;
If the Agent and the Banks agree with the foregoing, please execute a
duplicate copy of this Amendment Letter in the space indicated below and return
an original to the undersigned.
In order to induce the Agent and the Banks to agree to this Amendment
Letter, Borrower and Spectrum Integrated Services, Inc. (by their execution of
this Amendment Letter below) agree that:
a. Except as expressly set forth herein, this Amendment Letter
shall not be deemed to be an amendment or waiver of the terms
and provisions of any of the Loan Documents nor a waiver of any
Potential Default or Event of Default;
Amendment Letter, Page 1
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b. Except as expressly modified by this Amendment Letter, the
terms and provisions of the Credit Agreement and the other
Loan Documents are ratified and confirmed and shall continue
in full force and effect;
C. The Credit Agreement and the other Loan Documents continue to
be legal, valid, binding and enforceable in accordance with
their respective terms; and
d. Each reference in any Loan Document to the Credit Agreement is
hereby amended to mean the Credit Agreement as amended by this
Amendment Letter.
THIS AMENDMENT LETTER EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS
AMENDMENT LETTER, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO. This Amendment Letter 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. This Amendment Letter may be executed in one or more
counterparts and on telecopy counterparts each of which shall be deemed an
original but all of which together shall constitute one and the same agreement.
Sincerely,
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
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
individually as a Bank and as the Agent
By: /s/ Jill Johnson Todd
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Jill Johnson Todd
Vice President
Amendment Letter, Page 2
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BANQUE PARIBAS
BY:
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Name:
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Title:
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BY:
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Name:
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Title:
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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/ Philip K. Liebscher
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Name: Philip K. Liebscher
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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/
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Name:
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Title:
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Amendment Letter, Page 3