DEBT

On March 3, 2015, Ubiquiti Networks, Inc. and Ubiquiti International Holding Company Limited (the “Cayman Borrower”) amended and restated its 2014 Credit Agreement (as defined below) with Wells Fargo Bank, National Association ("Wells Fargo"), the other financial institutions named as lenders therein, and Wells Fargo as administrative agent for the lenders (the "Credit Agreement"). The Credit Agreement replaced the Company's $150.0 million senior secured revolving credit facility under its prior credit agreement dated May 5, 2014 (the "2014 Credit Agreement").

On April 14, 2017, the Company, the Cayman Borrower and certain of its subsidiaries entered in the First Amendment (the “First Amendment”) to the Credit Agreement (as amended by the First Amendment, the “Amended Credit Agreement”). The First Amendment increased the maximum aggregate amount of the senior secured credit revolving facility from $200.0 million to $300.0 million ("Revolving Facility"), but maintained the $100.0 million senior secured term facility ("Term Facility", together with the Revolving Facility, the "Facilities") under the Credit Agreement and the option to request increases in the amounts of such Facilities by up to an additional $50.0 million in the aggregate (any such increase to be in each lender’s sole discretion).

The Amended Credit Agreement matures on March 3, 2020. The $100.0 million term loan facility of the Amended Credit Agreement was fully drawn at closing of the original Credit Agreement, and $72.3 million was used to repay the outstanding balance under its prior credit agreement. The Facilities are available for working capital and general corporate purposes that comply with the terms of the Amended Credit Agreement.

During fiscal 2017, the Company drew $99.0 million against the Revolving Facility. As of June 30, 2017, $76.3 million was outstanding on the Term Facility and $181.0 million on the Revolving Facility, leaving $119.0 million available on the Revolving Facility. As of June 30, 2017, the interest rate on the term loan was 2.65%. The table below shows the respective interest rates as of June 30, 2017 in addition to interest rate reset dates and rates (as available) for each revolver draw.



	Interest Rate as of
Debt Payment Obligations	June 30, 2017	Rate Reset Date	Reset Rate
$69 Million Revolver	2.65%	7/3/2017	2.80%
$18 Million Revolver	2.66%	7/18/2017	2.80%
$16 Million Revolver	2.68%	8/15/2017	2.82%
$48 Million Revolver	2.70%	8/30/2017	*
$30 Million Revolver	2.93%	09/15/2017	*

* - Reset rate not available as of filing date.

The Revolving Facility includes a sub-limit of $10.0 million for letters of credit and a sub-limit of $25.0 million for swingline loans. The Facilities are available for working capital and general corporate purposes that comply with the terms of the Amended Credit Agreement. Under the Amended Credit Agreement, revolving loans and swingline loans may be borrowed, repaid and reborrowed until March 3, 2020, at which time all amounts borrowed must be repaid. The term loan was payable in quarterly installments of 2.50% of the original principal amount of the term loan until March 31, 2017, and thereafter increased to 3.75% of the original principal amount of the term loan, in each case plus accrued and unpaid interest. Revolving, swingline and term loans may be prepaid at any time without penalty. Revolving and term loans bear interest, at the Company's option, at either (i) a floating rate per annum equal to the base rate plus a margin of between 0.50% and 1.25%, depending on the Company's leverage ratio as of the most recently ended fiscal quarter or (ii) a floating per annum rate equal to the applicable LIBOR rate for a specified period, plus a margin of between 1.50% and 2.25%, depending on the Company's leverage ratio as of the most recently ended fiscal quarter. Swingline loans bear interest at a floating rate per annum equal to the base rate plus a margin of between 0.50% and 1.25%, depending on the Company's leverage ratio as of the most recently ended fiscal quarter. Base rate is defined as the greatest of (A) Wells Fargo's prime rate, (B) the federal funds rate plus 0.50% or (C) the applicable LIBOR rate for a period of one month plus 1.00%. A default interest rate shall apply on all obligations during certain events of default under the Amended Credit Agreement at a rate per annum equal to 2.00% above the applicable interest rate. The Company will pay to each lender a facility fee on a quarterly basis based on the unused amount of each lender's commitment to make revolving loans, of between 0.20% and 0.35%, depending on the Company's leverage ratio as of the most recently ended fiscal quarter. The Company will also pay to the applicable lenders on a quarterly basis certain fees based on the daily amount available to be drawn under each outstanding letter of credit, including aggregate letter of credit commissions of between 1.50% and 2.25%, depending on the Company's leverage ratio as of the most recently ended fiscal quarter, and issuance fees of 0.125% per annum. The Company is also obligated to pay Wells Fargo, as agent, fees customary for a credit facility of this size and type.

The Amended Credit Agreement requires the Company to maintain during the term of the Facilities (i) a maximum leverage ratio of 2.50 to 1.00 and (ii) minimum liquidity of $250.0 million, which can be satisfied with unrestricted cash and cash equivalents and up to $50.0 million of availability under the Revolving Facility. All other material terms and provisions of the Amended Credit Agreement remain substantially identical to the terms and provisions in place immediately prior to the effectiveness of the First Amendment, other than the revision or inclusion of certain customary market provisions. In addition, the Amended Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company and its subsidiaries to, among other things, grant liens or enter into agreements restricting their ability to grant liens on property, enter into mergers, dispose of assets, change their accounting or reporting policies, change their business and incur indebtedness, in each case subject to customary exceptions for a credit facility of this size and type. The Amended Credit Agreement includes customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the Amended Credit Agreement.

The obligations of the Company and certain domestic subsidiaries, if any, under the Amended Credit Agreement are required to be guaranteed by such domestic subsidiaries (the "Domestic Guarantors") and are collateralized by substantially all assets (excluding intellectual property) of the Company and the Domestic Guarantors. The obligations of the Cayman Borrower and certain foreign subsidiaries under the Amended Credit Agreement are required to be guaranteed by certain domestic and material foreign subsidiaries (the "Guarantors") and are collateralized by substantially all assets (excluding intellectual property) of the Company and the Guarantors.

During fiscal 2017, the Company made aggregate payments of $13.3 million against the term loan facility balance under the Amended Credit Agreement, of which $11.3 million was for repayments of principal and $2.0 million was for payments of interest. During fiscal 2017, the Company made aggregate payments of $37.2 million against the Revolving Facility under the Amended Credit Agreement, of which $34.0 million was for repayments of principal and $3.2 million was for payments of interest. As of June 30, 2017, the Company has classified $14.7 million and $241.8 million of short term and long-term debt, respectively, on its consolidated balance sheet related to the Amended Credit Agreement.

On September 2, 2015, the Company accessed a letter of credit under its Revolving Facility in the amount of $237 thousand for the benefit of the landlord pursuant to a new lease of office space. The landlord can draw against the letter of credit in the event of default by the Company. The letter of credit expires on September 2, 2017, subject to automatic renewal

for additional one-year periods.

The following table summarizes our debt payment obligations as of June 30, 2017 (in thousands):



Fiscal Year	2018		2019		2020		2021		2022		Thereafter		Total
Debt payment obligations⁽²⁾	$	15,000	$	15,000	$	227,250	$	—	$	—	$	—	$	257,250
Interest and other payments on debt payment obligations ⁽¹⁾	7,044		6,642		4,314		—		—		—		18,000
Total	$	22,044	$	21,642	$	231,564	$	—	$	—	$	—	$	275,250

(1) - Interest payments are calculated based on the applicable rates and payment dates as of June 30, 2017. Furthermore, two to three-month payment intervals on the revolving debt have been assumed, consistent with the Company's elections to date.

(2)- Debt Payment obligation reported above excludes unamortized Debit Issuance Cost.