EXHIBIT A to Credit Agreement FORM OF COMPLIANCE CERTIFICATECredit Agreement • November 7th, 2003 • Plantronics Inc /Ca/ • Telephone & telegraph apparatus
Reference is hereby made to the Credit Agreement, dated as of July 31, 2003 (as amended, the "Credit Agreement"), between Plantronics, Inc., a Delaware corporation (the "Company"), and Wells Fargo Bank, National Association (the "Bank"). The undersigned, as the chief financial officer of the Company, hereby certifies as follow with respect to the accounting period ending on [_________]. Each capitalized term used herein has the meaning ascribed thereto in the Credit Agreement unless otherwise defined herein.
CREDIT AGREEMENT Dated as of July 31, 2003 between PLANTRONICS, INC., as the Company, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the BankCredit Agreement • November 7th, 2003 • Plantronics Inc /Ca/ • Telephone & telegraph apparatus • California
This CREDIT AGREEMENT (this "Agreement"), dated as of July 31, 2003, is between PLANTRONICS, INC., a Delaware corporation (the "Company"), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Bank").
EXHIBIT D to Credit Agreement FORM NOTICE OF CONVERSION/CONTINUATIONCredit Agreement • November 7th, 2003 • Plantronics Inc /Ca/ • Telephone & telegraph apparatus
Reference is hereby made to the Credit Agreement, dated as of July 31, 2003 (as amended, the "Credit Agreement"), between Plantronics, Inc., a Delaware corporation (the "Company"), and Wells Fargo Bank, National Association (the "Bank"). The Company hereby gives you notice irrevocably, pursuant to Section 2.03 of the Credit Agreement, of the [conversion] [continuation] of the Loans specified herein, that:
EXHIBIT B to Credit Agreement FORM OF PROMISSORY NOTE $[amount of the Bank's Commitment] July 31, 2003Promissory Note • November 7th, 2003 • Plantronics Inc /Ca/ • Telephone & telegraph apparatus
FOR VALUE RECEIVED, the undersigned, PLANTRONICS, INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Bank") the principal sum of ______________________ DOLLARS ($______________) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Company pursuant to the Credit Agreement, dated as of July 31, 2003 (as amended, the "Credit Agreement"), between the Company and the Bank on the dates and in the amounts and as otherwise provided in the Credit Agreement. The Company further promises to pay interest on the unpaid principal amount of the Loans evidenced hereby from time to time at the rates, on the dates, and otherwise as provided in the Credit Agreement.
EXHIBIT C to Credit Agreement FORM OF NOTICE OF BORROWINGCredit Agreement • November 7th, 2003 • Plantronics Inc /Ca/ • Telephone & telegraph apparatus
Reference is hereby made to the Credit Agreement, dated as of July 31, 2003 (as amended, the "Credit Agreement"), between Plantronics, Inc., a Delaware corporation (the "Company"), and Wells Fargo Bank, National Association (the "Bank"). The Company hereby gives you notice irrevocably, pursuant to Section 2.02 of the Credit Agreement, of the Borrowing specified herein:
