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Exhibit 10.68    
  


 
  AMENDMENT NO. 1 TO AMENDED, RESTATED AND CONSOLIDATED
  MASTER LEASE OF LAND AND IMPROVEMENTS    
  


    THIS AMENDMENT NO. 1 TO AMENDED, RESTATED AND CONSOLIDATED MASTER LEASE OF LAND AND IMPROVEMENTS (this
"Amendment"), dated as of October 8, 1999, is entered into by and between: 



    (1) ADOBE
SYSTEMS INCORPORATED, a Delaware corporation ("Tenant"); and 


    (2) SUMITOMO
BANK LEASING AND FINANCE, INC., a Delaware corporation ("Landlord"). 



 
 

RECITALS    
  



    A.  Tenant
and Landlord are parties to that certain Amended, Restated and Consolidated Master Lease of Land and Improvements, dated as of August 11, 1999 (the
"Lease"). 


    B.  In
connection with the Lease, Landlord entered into a Participation Agreement, dated as of August 11, 1999, with Tenant, certain financial institutions from
time to time parties thereto (the "Rent Purchasers") and ABN AMRO Bank N.V., as agent for the Rent Purchasers (in such capacity,
"Administrative Agent"), and a Rent Purchase Agreement, dated as of August 11, 1999, with the Rent Purchasers and Administrative Agent, pursuant
to which the Rent Purchasers purchased an interest in the Lease from Landlord. 


    C.  Tenant
has requested that the insurance provisions in the Lease be amended and Landlord is willing so to amend the Lease upon the terms and subject to the
conditions set forth in this Amendment. 


 
 

AGREEMENT    
  


    NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Tenant and Landlord hereby agree as follows: 


    1.  Definitions,
Interpretation.  All capitalized terms defined above and elsewhere in this Amendment shall be used herein as so defined. Unless otherwise defined herein, all
other capitalized terms used herein shall have the respective meanings given to those terms Appendix A to the Lease. The rules of construction
set forth in Appendix A to the Lease shall, to the extent not inconsistent with the terms of this Amendment, apply to this Amendment and are
hereby incorporated by reference. 


    2.  Amendments to Lease.  Subject
to the satisfaction of the conditions set forth in Paragraph 5 below, the Lease is hereby amended as follows: 



	(a)
	Clause (b) of Section 9.3 is
amended to read in its entirety as follows:



	(b)
	on
and after September 15, 1999, earthquake coverage for the Improvements (excluding any Tenant's Property) in an amount not less than $10,000,000, with a deductible not more
than five percent (5%) of than the total value of the Improvements insured; and 









	(b)
	The
fifth sentence of Section 9.4 is amended to read in its entirety as follows: 





The
certificates shall state that such insurance is in full force and effect and that coverage will not be reduced below the amounts required under this  Article IX or otherwise limited or canceled
without ten (10) days' prior written notice to Landlord and Administrative Agent in the case
of any cancellation for non-payment of premiums and thirty (30) days' prior written notice to Landlord and Administrative Agent in the case of any reduction, limitation or
cancellation for any other reason. 







 





    3.  Waiver.  Subject to the
satisfaction of the conditions set forth in Paragraph 5 below, Landlord hereby waives any Event of Default arising out of Tenant's failure to
provide earthquake insurance with a deductible of not more than $1,000,000 or a certificate of insurance stating that coverage will not be canceled without thirty (30) days' prior written
notice. 


    4.  Representations and
Warranties.  Tenant hereby represents and warrants to Landlord, the Rent Purchasers and Administrative Agent that the following are true and correct on the date
of this Amendment and that, after giving effect to the amendments set forth in Paragraph 2 above, the following will be true and correct on the
Effective Date (as defined below): 



    (a) The
representations and warranties of Tenant set forth in Section 21.18 of the Lease and in the other
Operative Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true as of
such date); 


    (b) No
Default has occurred and is continuing; and 


    (c) All
of the Operative Documents are in full force and effect. 




(Without
limiting the scope of the term "Operative Documents," Tenant expressly acknowledges in making the representations and warranties set forth in this  Paragraph 4 that, on and after the date hereof,
such term includes this Amendment.) 


    5.  Effective Date.  The
amendments effected by Paragraph 2 above and the waiver effected by Paragraph 3 above
shall become effective on the date (the "Effective Date") that Landlord and Administrative Agent receive each of the following, each in form and
substance satisfactory to Landlord and Administrative Agent and their respective counsel: 



    (a) The
Consent to Amendment duly executed by Majority Rent Purchasers; 


    (b) This
Amendment duly executed by Tenant and Landlord; 


    (c) All
fees and expenses payable to Landlord, the Rent Purchasers and Administrative Agent on or prior to the Effective Date; 



    (d) All
fees and expenses of Landlord's and Administrative Agent's counsels through the Effective Date, to the extent set forth in statements of such counsels delivered
to Lessee on or before the Effective Date; and 


    (e) Such
other evidence as Landlord or Administrative Agent may reasonably request to establish the accuracy and completeness in all material respects of the
representations and warranties and the compliance with the terms and conditions contained in this Amendment and the other Operative Documents. 




    6.  Effect of this Amendment.  On
and after the Effective Date, each reference in the Lease and the other Operative Documents to the Lease shall mean the Lease as amended hereby. Except as specifically amended above, (a) the
Lease and the other Operative Documents shall remain in full force and effect and are hereby ratified and affirmed and (b) the execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power, or remedy of Landlord, the Rent Purchasers or Administrative Agent, nor constitute a waiver of any provision of the Lease
or any other Operative Document. 


    7.  Miscellaneous.  



    (a) Counterparts. This Amendment may be executed in any number of identical counterparts, any set of which signed by all
the parties hereto shall be deemed to constitute a complete, executed original for all purposes. 



2





 


    (b) Headings. Headings in this Amendment are for convenience of reference only and are not part of the substance hereof. 



    (c) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of
California without reference to conflicts of law rules. 


[Signature
pages follow] 



3





 

    IN
WITNESS WHEREOF, Tenant and Landlord have caused this Amendment to be executed as of the day and year first above written. 



	TENANT:	 	ADOBE SYSTEMS INCORPORATED
	

 	
 	
By:	
 	

/s/ HAROLD L. COVERT   

	 	 	 	 	Name: Harold L. Covert

Title: Executive Vice President and CFO
	
LANDLORD:	
 	

SUMITOMO BANK LEASING AND FINANCE, INC.
	

 	
 	
By:	
 	

/s/ BRETT DELONG   

	 	 	 	 	Name: Brett DeLong

Title: Managing Director




4





 
 
 

CONSENT TO AMENDMENT    
  


    The undersigned hereby consents to the execution of Amendment No. 1 to Amended, Restated and Consolidated Master Lease of Land and Improvements between
Adobe Systems Incorporated, as Tenant, and Sumitomo Bank Leasing and Finance, Inc., as Landlord, in the form attached hereto as Exhibit A
and to the amendment and waiver contained therein. 



	RENT PURCHASERS:	 	ABN AMRO BANK N.V.	 	 
	

 	
 	

By:	

/s/ JAMIE DILLON   

	 	 	Name: Jamie Dillon

Title: Group Vice President
	

 	
 	

By:	

/s/ NIA M. MILLER   

	 	 	Name: Nia M. Miller

Title: Assistant Vice President
	

 	
 	

Date: October 8, 1999
	

 	
 	

BANK OF AMERICA, N.A.
	

 	
 	

By:	

/s/ JAMES KORHOMEN   

	 	 	Name: James Korhomen

Title:
	

 	
 	

Date: October 6, 1999
	

 	
 	

BANK HAPOALIM B.M.
	

 	
 	

By:	

/s/ JOHN RIO   	
 	

/s/ PAUL WATSON   
	 	 	 	

	 	 	Name: John Rio	 	Paul Watson
	 	 	Title: Vice President	 	Vice President
	

 	
 	

Date: October 8, 1999
	

 	
 	

BANK OF MONTREAL
	

 	
 	

By:	

  

	 	 	Name:

Title:
	

 	
 	

Date:



5





 

	

 	
 	

BANQUE NATIONALE DE PARIS
	

 	
 	

By:	
/s/ MICHAEL D. MCCORRISTON	
 	

/s/ JEFFREY S. KAJISA   
	 	 	 	

	 	 	Name: Michael D. McCorriston	 	Jeffrey S. Kajisa
	 	 	Title: Vice President	 	Vice President
	

 	
 	

Date: October 8, 1999
	

 	
 	

BANK ONE, NA (f/k/a THE FIRST NATIONAL BANK OF CHICAGO)
	

 	
 	

By:	

/s/ MARK A. ISLEY   

	 	 	Name: Mark A. Isley

Title: First Vice President
	

 	
 	

Date: October 8, 1999
	

 	
 	

FIRST UNION NATIONAL BANK
	

 	
 	

By:	

/s/ PAUL L. MILLER   

	 	 	Name: Paul L. Miller

Title: Vice President
	

 	
 	

Date: October 6, 1999
	

 	
 	

FLEET NATIONAL BANK
	

 	
 	

By:	

/s/ MATHEW M. GLAUNINGER   

	 	 	Name: Mathew M. Glauninger

Title: Senior Vice President
	

 	
 	

Date: October 5, 1999
	

 	
 	

THE INDUSTRIAL BANK OF JAPAN, LIMITED
	

 	
 	

By:	

/s/ HEN IWAPA   

	 	 	Name: Hen Iwapa

Title: Senior Vice President and Manager	 	 
	

 	
 	

Date: October 8, 1999	
 	

 



6





 

	

 	
 	

KEYBANK NATIONAL ASSOCIATION
	

 	
 	

By:	

/s/ MARY K. YOUNG   

	 	 	Name: Mary K. Young

Title: Assistant Vice President	 	 
	

 	
 	

Date: October 5, 1999	
 	

 
	

 	
 	

MELLON BANK, N.A.
	

 	
 	

By:	

/s/ LAWRENCE C. IVEY   

	 	 	Name: Lawrence C. Ivey

Title: Vice President	 	 
	

 	
 	

Date: October 7, 1999	
 	

 
	

 	
 	

THE NORTHERN TRUST COMPANY
	

 	
 	

By:	

/s/ DAVID J. MITCHELL   

	 	 	Name: David J. Mitchell

Title: Vice President	 	 
	

 	
 	

Date: October 7, 1999	
 	

 
	

 	
 	

THE ROYAL BANK OF SCOTLAND PLC
	

 	
 	

By:	

/s/ KAREN L. STEFANCIC   

	 	 	Name: Karen L. Stefancic

Title: Vice President	 	 
	

 	
 	

Date: October 8, 1999	
 	

 



7





 

	

 	
 	

UBS AG, Stamford Branch	
 	

 
	

 	
 	

By:	

/s/ ROBERT H. RILEY III   

	 	 	Name: Robert H. Riley III

Title: Executive Director	 	 
	

 	
 	

By:	

/s/ WILFRED SAINT   

	 	 	Name: Wilfred Saint

Title: Associate Director, Loan Portfolio

          Support, US	 	 
	

 	
 	

Date: October 8, 1999	
 	

 




8






  



 
 

EXHIBIT A
  
    AMENDMENT NO. 1 TO AMENDED, RESTATED AND CONSOLIDATED
  MASTER LEASE OF LAND AND IMPROVEMENTS    
  



    THIS AMENDMENT NO. 1 TO AMENDED, RESTATED AND CONSOLIDATED MASTER LEASE OF LAND AND IMPROVEMENTS (this
"Amendment"), dated as of            , 1999, is entered into by and between: 



    (1) ADOBE
SYSTEMS INCORPORATED, a Delaware corporation ("Tenant"); and 


    (2) SUMITOMO
BANK LEASING AND FINANCE, INC., a Delaware corporation ("Landlord"). 



 
 

RECITALS    
  


    A.  Tenant
and Landlord are parties to that certain Amended, Restated and Consolidated Master Lease of Land and Improvements, dated as of August 11, 1999 (the
"Lease"). 


    B.  In
connection with the Lease, Landlord entered into a Participation Agreement, dated as of August 11, 1999, with Tenant, certain financial institutions from
time to time parties thereto (the "Rent Purchasers") and ABN AMRO Bank N.V., as agent for the Rent Purchasers (in such capacity,
"Administrative Agent"), and a Rent Purchase Agreement, dated as of August 11, 1999, with the Rent Purchasers and Administrative Agent, pursuant
to which the Rent Purchasers purchased an interest in the Lease from Landlord. 


    C.  Tenant
has requested that the insurance provisions in the Lease be amended and Landlord is willing so to amend the Lease upon the terms and subject to the
conditions set forth in this Amendment. 


 
 

AGREEMENT    
  


    NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Tenant and Landlord hereby agree as follows: 


    1.  Definitions,
Interpretation.  All capitalized terms defined above and elsewhere in this Amendment shall be used herein as so defined. Unless otherwise defined herein, all
other capitalized terms used herein shall have the respective meanings given to those terms Appendix A to the Lease. The rules of construction
set forth in Appendix A to the Lease shall, to the extent not inconsistent with the terms of this Amendment, apply to this Amendment and are
hereby incorporated by reference. 


    2.  Amendments to Lease.  Subject
to the satisfaction of the conditions set forth in Paragraph 5 below, the Lease is hereby amended as follows: 



	(a)
	Clause (b) of Section 9.3 is
amended to read in its entirety as follows:



	(b)
	on
and after September 15, 1999, earthquake coverage for the Improvements (excluding any Tenant's Property) in an amount not less than $10,000,000, with a deductible not more
than five percent (5%) of than the total value of the Improvements insured; and 









	(b)
	The
fifth sentence of Section 9.4 is amended to read in its entirety as follows: 





The
certificates shall state that such insurance is in full force and effect and that coverage will not be reduced below the amounts required under this  Article IX or otherwise limited or canceled
without ten (10) days' prior written notice to Landlord and Administrative Agent in the case
of any cancellation for non-payment of premiums and thirty (30) days' prior written 




9





 



notice to Landlord and Administrative Agent in the case of any reduction, limitation or cancellation for any other reason. 





    3.  Waiver.  Subject to the
satisfaction of the conditions set forth in Paragraph 5 below, Landlord hereby waives any Event of Default arising out of Tenant's failure to
provide earthquake insurance with a deductible of not more than $1,000,000 or a certificate of insurance stating that coverage will not be canceled without thirty (30) days' prior written
notice. 


    4.  Representations and
Warranties.  Tenant hereby represents and warrants to Landlord, the Rent Purchasers and Administrative Agent that the following are true and correct on the date
of this Amendment and that, after giving effect to the amendments set forth in Paragraph 2 above, the following will be true and correct on the
Effective Date (as defined below): 



    (a) The
representations and warranties of Tenant set forth in Section 21.18 of the Lease and in the other
Operative Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true as of
such date); 


    (b) No
Default has occurred and is continuing; and 


    (c) All
of the Operative Documents are in full force and effect. 




(Without
limiting the scope of the term "Operative Documents," Tenant expressly acknowledges in making the representations and warranties set forth in this  Paragraph 4 that, on and after the date hereof,
such term includes this Amendment.) 


    5.  Effective Date.  The
amendments effected by Paragraph 2 above and the waiver effected by Paragraph 3 above
shall become effective on the date (the "Effective Date") that Landlord and Administrative Agent receive each of the following, each in form and
substance satisfactory to Landlord and Administrative Agent and their respective counsel: 



    (a) The
Consent to Amendment duly executed by Majority Rent Purchasers; 


    (b) This
Amendment duly executed by Tenant and Landlord; 


    (c) All
fees and expenses payable to Landlord, the Rent Purchasers and Administrative Agent on or prior to the Effective Date; 



    (d) All
fees and expenses of Landlord's and Administrative Agent's counsels through the Effective Date, to the extent set forth in statements of such counsels delivered
to Lessee on or before the Effective Date; and 


    (e) Such
other evidence as Landlord or Administrative Agent may reasonably request to establish the accuracy and completeness in all material respects of the
representations and warranties and the compliance with the terms and conditions contained in this Amendment and the other Operative Documents. 




    6.  Effect of this Amendment.  On
and after the Effective Date, each reference in the Lease and the other Operative Documents to the Lease shall mean the Lease as amended hereby. Except as specifically amended above, (a) the
Lease and the other Operative Documents shall remain in full force and effect and are hereby ratified and affirmed and (b) the execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power, or remedy of Landlord, the Rent Purchasers or Administrative Agent, nor constitute a waiver of any provision of the Lease
or any other Operative Document. 


10





 


    7.  Miscellaneous.  



    (a) Counterparts. This Amendment may be executed in any number of identical counterparts, any set of which signed by all
the parties hereto shall be deemed to constitute a complete, executed original for all purposes. 


    (b) Headings. Headings in this Amendment are for convenience of reference only and are not part of the substance hereof. 



    (c) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of
California without reference to conflicts of law rules. 


[Signature
pages follow] 



11





 

    IN
WITNESS WHEREOF, Tenant and Landlord have caused this Amendment to be executed as of the day and year first above written. 



	TENANT:	 	ADOBE SYSTEMS INCORPORATED
	

 	
 	
By:	
 	

  

	 	 	 	 	Name:

Title:
	
LANDLORD:	
 	

SUMITOMO BANK LEASING AND FINANCE, INC.
	

 	
 	
By:	
 	

  

	 	 	 	 	Name:

Title:






12









QuickLinks



Exhibit 10.68


AMENDMENT NO. 1 TO AMENDED, RESTATED AND CONSOLIDATED MASTER LEASE OF LAND AND IMPROVEMENTS

RECITALS

AGREEMENT

CONSENT TO AMENDMENT


EXHIBIT A AMENDMENT NO. 1 TO AMENDED, RESTATED AND CONSOLIDATED MASTER LEASE OF LAND AND IMPROVEMENTS

RECITALS

AGREEMENT