THE ADMINISTRATIVE AGENT WILL NOTIFY THE BORROWER AND THE LENDERS
OF THE OCCURRENCE OF THE EFFECTIVE DATE.
6.
RESERVATION OF RIGHTS.
THE BORROWER ACKNOWLEDGES AND AGREES THAT
NEITHER THE EXECUTION NOR THE DELIVERY BY THE ADMINISTRATIVE AGENT AND THE
LENDERS OF THIS AMENDMENT, SHALL BE DEEMED TO CREATE A COURSE OF DEALING OR
OTHERWISE OBLIGATE THE ADMINISTRATIVE AGENT OR THE LENDERS TO EXECUTE SIMILAR
AMENDMENTS UNDER THE SAME OR SIMILAR CIRCUMSTANCES IN THE FUTURE.
7.
MISCELLANEOUS.
(A)
THIS AMENDMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE PARTIES HERETO AND THERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
NO
THIRD PARTY BENEFICIARIES ARE INTENDED IN CONNECTION WITH THIS AMENDMENT.
(B)
THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 10.14,
10.15 AND 10.16 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, VENUE, WAIVER
OF RIGHT TO TRIAL BY JURY AND JUDICIAL REFERENCE, THE PROVISIONS OF WHICH ARE BY
THIS REFERENCE INCORPORATED HEREIN IN FULL.
(C)
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH COUNTERPARTS TOGETHER SHALL
CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
TRANSMISSION OF SIGNATURES OF ANY
PARTY BY FACSIMILE SHALL FOR ALL PURPOSES BE DEEMED THE DELIVERY OF ORIGINAL,
EXECUTED COUNTERPARTS THEREOF AND THE ADMINISTRATIVE AGENT IS HEREBY AUTHORIZED
TO MAKE SUFFICIENT PHOTOCOPIES THEREOF TO ASSEMBLE COMPLETE COUNTERPARTY
DOCUMENTS.
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(D)
THIS AMENDMENT, TOGETHER WITH THE OTHER AMENDMENT DOCUMENTS AND
THE CREDIT AGREEMENT, CONTAIN THE ENTIRE AND EXCLUSIVE AGREEMENT OF THE PARTIES
HERETO WITH REFERENCE TO THE MATTERS DISCUSSED HEREIN AND THEREIN.
THIS
AMENDMENT SUPERSEDES ALL PRIOR DRAFTS AND COMMUNICATIONS WITH RESPECT THERETO.
THIS AMENDMENT MAY NOT BE AMENDED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 10.01 OF THE CREDIT AGREEMENT.
(E)
IF ANY TERM OR PROVISION OF THIS AMENDMENT SHALL BE DEEMED
PROHIBITED BY OR INVALID UNDER ANY APPLICABLE LAW, SUCH PROVISION SHALL BE
INVALIDATED WITHOUT AFFECTING THE REMAINING PROVISIONS OF THIS AMENDMENT OR THE
CREDIT AGREEMENT, RESPECTIVELY.
(F)
THE BORROWER COVENANTS TO PAY TO OR REIMBURSE (I) THE
ADMINISTRATIVE AGENT, UPON DEMAND, FOR ALL COSTS AND EXPENSES INCURRED IN
CONNECTION WITH THE DEVELOPMENT, PREPARATION, NEGOTIATION, EXECUTION AND
DELIVERY OF THIS AMENDMENT, AND (II) TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT
OF THE LENDERS WHO ARE ASSIGNING COMMITMENTS AND LOANS TO THE ADDITIONAL
COMMITMENT LENDERS, AMOUNTS SPECIFIED UNDER SECTION 3.05(D) OF THE CREDIT
AGREEMENT (AS THOUGH SUCH ASSIGNMENT WERE REQUESTED BY THE BORROWER PURSUANT TO
SECTION 10.13 THEREOF), UPON DEMAND.
(G)
THIS AMENDMENT SHALL CONSTITUTE A "LOAN DOCUMENT" UNDER AND AS
DEFINED IN THE CREDIT AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
ADOBE SYSTEMS INCORPORATED, as the
Borrower
By:
/s/ Mark Garrett
Name:
Mark Garrett
Title:
Executive VP and Chief Financial Officer
BANK OF AMERICA, N.A., as Administrative
Agent
By:
/s/ Robert Rittelmeyer
Name:
Robert Rittelmeyer
Title:
Vice President
BANK OF AMERICA,