Exhibit 10.1 Fourth Amendment to Credit Agreement


    
      
        

      
EXHIBIT 10.1

     

     

    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 WELLS 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/
                Barbara V. Scherer

              Barbara
                V. Scherer

              Senior
                Vice President, Finance &

              Administration
                and

              Chief
                Financial Officer

            	
              WELLS
                FARGO BANK,

              NATIONAL
                ASSOCIATION

               

              By: /s/
                Patrick Bishop

              Patrick
                Bishop

              Vice
                President

            
	
               

               

              By: /s/
                Richard
                R. Pickard

              Richard
                R. Pickard

              Vice
                President, Secretary and

              General
                Counsel