Exhibit 10.2
AMENDMENT TO CREDIT AGREEMENT
This AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of August 13,
2007, 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 (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 (I) TO AN INCREASE IN COMMITMENTS OF
AN AMOUNT EQUAL TO $500,000,000 PURSUANT TO SECTION 2.17 OF THE CREDIT
AGREEMENT, AND (II) TO CERTAIN AMENDMENTS TO THE CREDIT AGREEMENT, AND THE
LENDERS HAVE AGREED TO SUCH REQUEST, SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AMENDMENT.
IN CONNECTION WITH THE FOREGOING INCREASE OF COMMITMENTS, CERTAIN
ADDITIONAL LENDERS ARE BEING ADDED PURSUANT TO NEW LENDER AGREEMENTS.
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 2.16 OF THE CREDIT AGREEMENT SHALL
BE AMENDED BY AMENDING AND RESTATING SUBSECTION (A) THEREOF TO READ IN FULL AS
FOLLOWS:
(a)
Requests for Extension.
The Company may,
by notice to the Administrative Agent (who shall promptly notify the Lenders)
not earlier than 45 days and not later than 35 days prior to any anniversary of
the Closing Date (each such anniversary, as applicable, the "Extension Date"),
request that each Lender extend such Lender's Maturity Date for an additional
one year from the
1
Maturity Date then in effect hereunder (the "Existing Maturity Date").
(B)
SECTION 2.16 OF THE CREDIT AGREEMENT SHALL
BE FURTHER AMENDED AT SUBSECTIONS (B), (C), (D), AND (E) THEREOF, BY DELETING
THE PHRASE "EXISTING MATURITY DATE" EACH TIME SUCH PHRASE APPEARS THEREIN (OTHER
THAN THE THIRD REFERENCE THERETO IN SUBSECTION (E) THEREOF), AND REPLACING IT
WITH THE PHRASE "APPLICABLE EXTENSION DATE".
(C)
SECTION 2.17(A) OF THE CREDIT AGREEMENT
SHALL BE AMENDED BY DELETING THE PHRASE "$500,000,000" AND INSERTING IN LIEU
THEREOF
"1,000,000,000".
(D)
SCHEDULE 2.01 OF THE CREDIT AGREEMENT