Item 1.01. Entry into a Material Definitive Agreement.

364-Day Credit Agreement



On September 1, 2020, Zebra Technologies Corporation (the "Company") entered
into a 364-Day Credit Agreement (the "Credit Agreement") by and among the
Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent, pursuant to which the Company has
obtained a $200 million term loan (the "Term Loan"), the proceeds of which will
be used to pay a portion of the acquisition price for its previously announced
acquisition of Reflexis Systems, Inc. The obligations under the Credit Agreement
are secured on a pari passu basis with the obligations of the Company under that
certain Amended and Restated Credit Agreement dated as of July 26, 2017 (as
amended by Amendment No. 1 and Amendment No. 2, the "Existing Senior Credit
Agreement"), by and among the Company, Zebra Diamond Holdings Limited, a
subsidiary of the Company, the lenders party thereto, and JPMorgan Chase Bank,
N.A., as revolving facility administrative agent, tranche A term loan
administrative agent and collateral agent.

The Term Loan will initially bear interest at a rate per annum equal to, at the
Company's option, either (1) the alternate base rate ("ABR"), plus an applicable
margin or (2) the London interbank offered rate for U.S. dollars (for the
applicable interest period) ("Adjusted LIBOR"), plus an applicable margin. The
ABR is a rate per annum determined by reference to the highest of (a) the
Federal Funds Rate plus 0.50% per annum, (b) the rate of interest that The Wall
Street Journal from time to time publishes as the "U.S. Prime Rate," (c) the
London interbank offered rate for U.S. dollars (for a one-month interest
period), at all times including statutory reserves, plus 1.00% per annum, and
(d) 1.25%. The applicable margin with respect to ABR borrowings is 1.00% per
annum, and the applicable margin with respect to Adjusted LIBOR borrowings is
2.00% per annum.

The Term Loan is required to be prepaid, subject to certain exceptions, with:



•100% of the net cash proceeds of certain asset sales and other dispositions of
property by the Company or any of its restricted subsidiaries, subject to
step-downs to 50% and 0% depending on the Company's total secured net leverage
ratio from time to time, subject to customary thresholds and reinvestment
rights;
•50% of excess cash flow, subject to step-downs to 25% and 0% depending on the
Company's total secured net leverage ratio from time to time, to the extent any
such amounts are not required to be used to prepay obligations outstanding under
the Existing Senior Credit Agreement; and
•100% of the Company's and its restricted subsidiaries' net cash proceeds from
issuances, offerings or placements of debt obligations not permitted under the
Credit Agreement, to the extent any such amounts are not required to be used to
prepay obligations outstanding under the Existing Senior Credit Agreement.

The Company may voluntarily prepay all or any portion of the outstanding Term
Loan at any time subject to customary "breakage" costs with respect to Adjusted
LIBOR loans. The Company is required to make scheduled quarterly payments of the
original principal amount of the Term Loan. On each of December 31, 2020, March
31, 2021 and June 30, 2021, the scheduled quarterly payment will be 1.25% of the
original principal amount of the Term Loan. The outstanding principal balance of
the Term Loan will be due on August 31, 2021.

The Company's obligations under the Term Loan are unconditionally guaranteed by
each of its existing and future material wholly-owned domestic restricted
subsidiaries (subject to customary exceptions and other limitations) and,
together with obligations under the guarantees, are secured by a perfected first
priority security interest (subject to customary exceptions and other
limitations) in the collateral that also secures the obligations under the
Existing Senior Credit Agreement.

The Company is required to comply with financial covenants consisting of (i) a
quarterly maximum total net leverage ratio test and (ii) a quarterly minimum
consolidated interest coverage ratio test, in each case, that is tested at the
end of each fiscal quarter.

The Credit Agreement provides for negative covenants that, among other things
and subject to certain significant exceptions, limit the Company's ability and
the ability of its restricted subsidiaries to:

•incur indebtedness, make guarantees or engage in hedging arrangements;
•incur liens or engage in sale-leaseback transactions;
•make investments, loans and acquisitions;
•merge, liquidate or dissolve;
•sell assets, including capital stock of the Company's subsidiaries;

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•pay dividends on the Company's capital stock or redeem, repurchase or retire
its capital stock;
•alter the business the Company conducts;
•amend, prepay, redeem or purchase subordinated debt; and
•enter into agreements limiting subsidiary dividends and distributions.

The Credit Agreement also contains certain customary representations and
warranties, affirmative covenants and events of default (including, among
others, an event of default upon a change of control). If an event of default
occurs (subject to certain exceptions, including with respect to any breach of a
financial covenant), the lenders under the Credit Agreement and/or the
collateral agent may take various actions, including the acceleration of amounts
due under the Term Loan and all actions permitted to be taken by a secured
creditor under applicable law.
The foregoing description of the Credit Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
agreement. A copy of the Credit Agreement will be filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended September
26, 2020.

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


                   Arrangement of a Registrant.

The disclosure set forth above in Item 1.01 is incorporated by reference herein.

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