AMENDED AND RESTATED
THIS CREDIT AGREEMENT (as amended, amended and restated, modified or otherwise supplemented from time to time, this “Agreement”) is entered into as of May 15, 2015, by and between PLANTRONICS, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
A. Borrower and Bank are parties to a Credit Agreement dated as of May 9, 2011, as amended by the First Amendment to Credit Agreement dated as of June 11, 2012, the Second Amendment to Credit Agreement dated as of July 26, 2012, the Third Amendment to Credit Agreement dated as of May 3, 2013, the Fourth Amendment to Credit Agreement dated as of January 1, 2014, the Fifth Amendment to Credit Agreement dated as of January 22, 2015, and the Sixth Amendment to Credit Agreement dated as of March 10, 2015 (the “Prior Credit Agreement”). As of the date hereof, the aggregate outstanding principal amount of advances made by Bank to Borrower under the Prior Credit Agreement is $150,600,000.
B. Borrower has requested refinancing of the indebtedness under the Prior Credit Agreement. Bank is willing to provide the refinancing on the terms and conditions of this Agreement.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree as follows:
SECTION 1.1. DEFINITIONS. As used in this Agreement and unless otherwise expressly indicated, or unless the context clearly requires otherwise, the following terms shall have the following meanings:
“AAA” has the meaning ascribed thereto in Section 8.11(b) hereof.
“Acquired Business” means the entity or assets acquired by Borrower in an Acquisition, whether before or after the date of this Agreement.
“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of more than 50% of the capital stock, partnership interests, membership interests or equity of any Person, or (c) a merger or consolidation or any other combination with another Person (provided that if Borrower is a constituent party to such merger or consolidation, Borrower is the surviving entity).
“Attributable Debt” means, as of any date of determination, in respect of any lease of any Person required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.
“Bankruptcy Code” means the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, San Francisco, California.
“Capital Lease Obligations” means, for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount of such obligations, determined in accordance with GAAP.
“Cash Equivalents” means, as to any Person: (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (but only so long as the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition; (b) securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than twelve months from the date of acquisition and having one of the two highest ratings from either S&P or Moody’s; (c) domestic and Eurodollar certificates of deposit, time or demand deposits or bankers’ acceptances maturing within twelve months after the date of acquisition issued or guaranteed by or placed with, and money market deposit accounts issued or offered by: (i) the Bank; or (ii) any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia having combined capital and surplus of not less than $250,000,000; or (iii) any commercial bank organized under the laws of a country outside the United States having combined capital and surplus of not less than $250,000,000; (d) repurchase obligations with a term of not more than thirty days for underlying securities of the types described in clause (a) and (b) of this definition entered into with any bank meeting the qualifications specified in clause (c) of this definition; (e) commercial paper issued by the parent corporation of Bank or any commercial bank (provided that the parent corporation and the bank are both incorporated in the United States) having capital and surplus in excess of $250,000,000 and commercial paper issued by any Person incorporated in the United States, which commercial paper is rated at least A‑1 or the equivalent thereof by S&P or at least P‑1 or the equivalent thereof by Moody’s, and in each case maturing not more than ninety days after the date of acquisition by such Person; and (f) investments in money market funds substantially all the assets of which are composed of securities of the types described in clauses (a) through (e) of this definition.
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