Exhibit 10.1
EXECUTION VERSION
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
February 26, 2008, among ADOBE SYSTEMS INCORPORATED, a Delaware corporation
("Borrower"), each lender from time to time party to the Credit Agreement
referred to below (each, a "Lender", and collectively, the "Lenders"), and BANK
OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative
Agent").
RECITALS
A.
THE BORROWER, THE LENDERS, AND THE ADMINISTRATIVE AGENT ARE PARTY
TO A CREDIT AGREEMENT DATED AS OF FEBRUARY 16, 2007, AS AMENDED BY THAT
AMENDMENT TO CREDIT AGREEMENT DATED AS OF AUGUST 13, 2007 (AS SO AMENDED, THE
"CREDIT AGREEMENT"), PURSUANT TO WHICH THE ADMINISTRATIVE AGENT AND THE LENDERS
HAVE EXTENDED CERTAIN CREDIT FACILITIES TO THE BORROWER.
B.
THE BORROWER HAS REQUESTED THAT THE ADMINISTRATIVE AGENT AND THE
LENDERS AGREE TO AN EXTENSION OF THE MATURITY DATE.
AFTER TAKING INTO ACCOUNT
CERTAIN ASSIGNMENTS OF COMMITMENTS BY CERTAIN LENDERS, THE LENDERS ARE EACH
WILLING TO EXTEND THE EXISTING MATURITY DATE BY ONE YEAR, SUBJECT TO THE TERMS
AND CONDITIONS HEREOF.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1.
DEFINED TERMS.
UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED
TERMS USED HEREIN SHALL HAVE THE MEANINGS, IF ANY, ASSIGNED TO SUCH TERMS IN THE
CREDIT AGREEMENT.
AS USED HEREIN, "AMENDMENT DOCUMENTS" MEANS THIS AMENDMENT,
THE CREDIT AGREEMENT (AS AMENDED BY THIS AMENDMENT), AND EACH CERTIFICATE AND
OTHER DOCUMENT EXECUTED AND DELIVERED BY THE BORROWER PURSUANT TO SECTION 5
HEREOF.
2.
INTERPRETATION.
THE RULES OF INTERPRETATION SET FORTH IN
SECTIONS 1.02, 1.03, 1.04, 1.05, 1.06 AND 1.07 OF THE CREDIT AGREEMENT SHALL BE
APPLICABLE TO THIS AMENDMENT AND ARE INCORPORATED HEREIN BY THIS REFERENCE.
3.
AMENDMENTS TO CREDIT AGREEMENT.
SUBJECT TO THE TERMS AND
CONDITIONS HEREOF, AND WITH EFFECT FROM AND AFTER THE EFFECTIVE DATE, THE CREDIT
AGREEMENT SHALL BE AMENDED AS FOLLOWS:
(A)
SECTION 1.01 OF THE CREDIT AGREEMENT SHALL BE AMENDED AT THE
DEFINITION OF "MATURITY DATE" BY DELETING THE PHRASE "FEBRUARY 16, 2012" AND
INSERTING IN LIEU THEREOF "FEBRUARY 16, 2013".
(B)
SCHEDULE 2.01 OF THE CREDIT AGREEMENT SHALL BE AMENDED AND
RESTATED TO READ AS SET FORTH AT ANNEX I HERETO.
4.
REPRESENTATIONS AND WARRANTIES.
THE BORROWER HEREBY REPRESENTS
AND WARRANTS TO THE ADMINISTRATIVE AGENT AND THE LENDERS AS FOLLOWS:
(a)
No Default has occurred and is continuing.
1
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS
AMENDMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE AND OTHER ACTION
AND DO NOT AND WILL NOT REQUIRE ANY REGISTRATION WITH, CONSENT OR APPROVAL OF,
OR NOTICE TO OR ACTION BY, ANY PERSON (INCLUDING ANY GOVERNMENTAL AUTHORITY) IN
ORDER TO BE EFFECTIVE AND ENFORCEABLE.
(C)
THE AMENDMENT DOCUMENTS CONSTITUTE THE LEGAL, VALID AND BINDING
OBLIGATIONS OF THE BORROWER AND ARE ENFORCEABLE AGAINST IT IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS, WITHOUT DEFENSE, COUNTERCLAIM OR OFFSET.
(D)
ALL REPRESENTATIONS AND WARRANTIES OF THE BORROWER CONTAINED IN
ARTICLE V OF THE