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EXHIBIT 10.2
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment"),
dated as of December 31, 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
June 28, 1996, that certain Second Amendment to Credit Agreement dated as of
June 28, 1996 and that certain Amendment Letter dated as of September 30, 1996,
herein the "Agreement".
B. Pursuant to Section 14.8 of the Agreement, TCB assigned
certain of its rights and obligations under the Agreement and the other Loan
Documents to the other Banks.
C. 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 11.3. Effective as of the date
hereof, clause (b) of Section 11.3 of the Agreement is amended in its entirety
to read as follows:
(b) 0.90 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; and
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ARTICLE 3
Miscellaneous
Section 3.1 Ratification. The terms and provisions set forth
in this Agreement shall modify and supersede all inconsistent terms and
provisions set forth in the Agreement and except as expressly modified and
superseded by this Agreement, the terms and provisions of the Agreement and the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, valid, 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 component 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.
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.
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Executed as of the date first written above.
BORROWER:
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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:
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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
OTHER BANKS:
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BANQUE PARIBAS
By:/s/ Larry Robinson
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Name: Larry Robinson
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Title: Vice President
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By:/s/ Rosemary Davis
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Name: Rosemary Davis
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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/ 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:
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Name:
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Title:
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NBD BANK
By: /s/ Larry E. Cooper
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Name: Larry E. Cooper
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Title: First Vice President
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