Item 1.01 Entry into a Material Definitive Agreement



On December 29, 2021, Plantronics, Inc. (the "Company" or "Poly") entered into
Amendment No. 3 to Credit Agreement ("Amendment No. 3") by and among the
Company, the lenders party thereto, and Wells Fargo Bank, National Association,
as administrative agent, which amends that certain Credit Agreement, dated as of
July 2, 2018 (as previously amended by Amendment Nos. 1 and 2, the "Credit
Agreement"), by and among the Company, the lenders from time to time party
thereto, and Wells Fargo Bank, National Association, as administrative agent.

Amendment No. 3 amends the Credit Agreement to, among other things, increase the
maximum Secured Net Leverage Ratio (as defined in the Credit Agreement)
permitted under the Credit Agreement to 3.75 to 1.00 as of the end of any fiscal
quarter ending during the period beginning on January 2, 2022 through December
31, 2022 and to 3.00 to 1.00 as of the end of any fiscal quarter ending
thereafter, except that the maximum Secured Net Leverage Ratio shall be deemed
to be 3.00 to 1.00 at all times for purposes of determining pro forma compliance
with each Specified Pro Forma Financial Covenant Test (as defined in the Credit
Agreement). Additionally, Amendment No. 3 modifies calculation of the Secured
Net Leverage Ratio solely for purposes of determining compliance with Section
7.11(a) of the Credit Agreement for any fiscal quarter ending between January 2,
2022 through December 31, 2022 (and not for purposes of determining compliance
with any Specified Pro Forma Financial Covenant Test) by amending the definition
of Consolidated EBITDA (as defined in the Credit Agreement) to (a) limit the
aggregate amount added back pursuant to clause (vii) thereof (relating to
certain acquisition expenses) to the greater of $30,000,000 and 10% of
Consolidated EBITDA for such Measurement Period (as defined in the Credit
Agreement) (calculated before giving effect to any such expenses to be added
back pursuant to such clause (vii) for such Measurement Period), (b) limit the
aggregate amount added back pursuant to clause (vii) thereof in respect of
integration expenses related to the Polycom Acquisition (as defined in the
Credit Agreement) to $30,000,000, and (c) limit the aggregate amount added back
pursuant to clause (viii) thereof (relating to certain non-recurring or unusual
items reducing consolidated net income) to the greater of $30,000,000 and 10% of
Consolidated EBITDA for such Measurement Period (calculated before giving effect
to any such items to be added back pursuant to such clause (viii) for such
Measurement Period).

The foregoing description of Amendment No. 3 does not purport to be complete and
is qualified in its entirety by reference to the full text of Amendment No. 3, a
copy of which is filed as Exhibit 10.1 to this report and is incorporated herein
by reference.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information under Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits  The exhibits listed in the Exhibit Index below are filed as part
of this report.

Exhibit Number            Description
          10.1              Amendment No. 3 to Credit Agreement, dated as

of December 29, 2021, by and


                          among Plantronics, Inc., the lenders party 

thereto, and Wells Fargo Bank,


                          National Association, as administrative agent
           104            Cover Page Interactive Data File (embedded within the Inline XBRL document)




--------------------------------------------------------------------------------

© Edgar Online, source Glimpses