FOURTH AMENDMENT TO CREDIT AGREEMENT
FOURTH
AMENDMENT TO CREDIT AGREEMENT
THIS
FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of
November 17, 2005, by and between PLANTRONICS, INC., a Delaware corporation
(“Borrower”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
RECITALS
WHEREAS,
Borrower is currently indebted to Bank pursuant to the terms and conditions
of
that certain Credit Agreement between Borrower and Bank dated as of July 31,
2003, as amended from time to time (the “Credit Agreement”).
WHEREAS,
Bank and Borrower have agreed to certain changes in the terms and conditions
set
forth in the Credit Agreement and have agreed to amend the Credit Agreement
to
reflect said changes.
NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree that, effective as of the date
hereof, the Credit Agreement shall be amended as follows:
Section
1. Definitions.
Each capitalized term used but not otherwise defined herein has the meaning
assigned to it in the Credit Agreement.
Section
2. Amendments
to Credit Agreement.
The Credit Agreement is hereby amended as follows:
(a) Paragraph (c)
of Section 8.09 is hereby amended and restated to read in full as
follows:
(c) declare
or pay cash dividends to its common stock shareholders or repurchase or redeem
its common stock; provided
that (i) for any fiscal quarter during the Company’s fiscal years ending
April 1, 2006 and March 31, 2007, the aggregate amount of all such
dividends declared or paid and common stock repurchased or redeemed
(collectively, “Distributions”) during such fiscal quarter, together with the
aggregate amount of all Distributions made in the three fiscal quarters
immediately preceding such fiscal quarter, shall not exceed 75% of the amount
of
the cumulative consolidated net income of the Company and its Subsidiaries
(net
of cumulative losses) reported in the eight consecutive fiscal quarter period
ending with the fiscal quarter immediately preceding the date as of which the
applicable Distributions occurred, and (ii) for any Distributions made
during any fiscal quarter not described in clause (i) of
this
paragraph (c),
the aggregate amount of all such Distributions made during any such fiscal
quarter, together with the aggregate amount of all Distributions made in the
three fiscal quarters immediately preceding such fiscal quarter, shall not
exceed 50% of the amount of the cumulative consolidated net income of the
Company and its Subsidiaries (net of cumulative losses) reported in the eight
consecutive fiscal quarter period ending with the fiscal quarter immediately
preceding the date as of which the applicable Distributions
occurred;
(b) Section 8.12
Net Income is hereby amended and restated in its entirety as
follows:
8.12
Net Income. Net income after taxes of not less than $1.00, determined as of
each
fiscal quarter end for the four fiscal quarter period then ended.
Section
3. Interpretation.
Except as specifically provided herein, all terms and conditions of the Credit
Agreement remain in full force and effect, without waiver or modification.
This
Amendment and the Credit Agreement shall be read together, as one
document.
Section
4. Representations,
Warranties and Covenants.
Borrower hereby remakes all representations and warranties contained in the
Credit Agreement and reaffirms all covenants set forth therein. Borrower further
certifies that as of the date of this Amendment there exists no Event of
Default, nor any condition, act or event which with the giving of notice or
the
passage of time or both would constitute any such Event of Default.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as
of the day and year first written above.
PLANTRONICS,
INC.
By: /s/
Xxxxxxx X. Xxxxxxx
Xxxxxxx
X. Xxxxxxx
Senior
Vice President, Finance &
Administration
and
Chief
Financial Officer
|
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION
By: /s/
Xxxxxxx Xxxxxx
Xxxxxxx
Xxxxxx
Vice
President
|
By: /s/
Xxxxxxx
X. Xxxxxxx
Xxxxxxx
X. Xxxxxxx
Vice
President, Secretary and
General
Counsel
|