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Credit Agreement

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Title:

Credit Agreement

Entities:

ABN AMRO Bank N.V.; Adobe Systems Inc.; Bank of Montreal; Citibank, NA; First Union National Bank; Fleet National Bank; Royal Bank of Scotland plc; Bank of America, NA; Keybank NA

Date:

2000

Size:

Preview shows 40KB of 301KB total

Price:

$99

ID:

#1150597

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CREDIT AGREEMENT

among

ADOBE SYSTEMS INCORPORATED

and

LENDERS NAMED HEREIN

and

ABN AMRO BANK N.V.,
as Administrative Agent for Lenders

(364-Day Revolving Credit/Term Loan Facility)

August 9, 2000

TABLE OF CONTENTS

		Page
SECTION I.	INTERPRETATION	1
1.01.	Definitions	1
1.02.	GAAP	18
1.03.	Headings	18
1.04.	Plural Terms	18
1.05.	Time	19
1.06.	Governing Law	19
1.07.	Construction	19
1.08.	Entire Agreement	19
1.09.	Calculation of Interest and Fees	19
1.10.	References.	19
1.11.	Other Interpretive Provisions	20
SECTION II.	CREDIT FACILITIES	20
2.01.	Revolving Loans	20
2.02.	Extension of Revolving Loan Maturity Date	21
2.03.	Term Loans	23
2.04.	Interest	24
2.05.	Purpose	26
2.06.	Increases in Total Commitment, Commitment Reductions, Etc	27
2.07.	Fees	29
2.08.	Prepayments	29
2.09.	Other Payment Terms	30
2.10.	Loan Accounts; Notes	31
2.11.	Loan Funding	32
2.12.	Pro Rata Treatment	33
2.13.	Change of Circumstances	34
2.14.	Taxes on Payments	36

TABLE OF CONTENTS

(continued)

		Page
2.15.	Funding Loss Indemnification	38
2.16.	Replacement of Lenders	38
SECTION III.	CONDITIONS PRECEDENT	39
3.01.	Initial Conditions Precedent	39
3.02.	Conditions Precedent to Term Loan Borrowing	39
3.03.	Conditions Precedent to Each Credit Event	39
3.04.	Covenant to Deliver	40
SECTION IV.	REPRESENTATIONS AND WARRANTIES	40
4.01.	Borrowers Representations and Warranties	40
4.02.	Reaffirmation	44
SECTION V.	COVENANTS	45
5.01.	Affirmative Covenants	45
5.02.	Negative Covenants	48
5.03.	Financial Covenants	56
SECTION VI.	DEFAULT	56
6.01.	Events of Default	56
6.02.	Remedies	58
SECTION VII.	AGENTS AND RELATIONS AMONG LENDERS	59
7.01.	Appointment, Powers and Immunities of Administrative Agent	59
7.02.	Reliance by Administrative Agent	59
7.03.	Defaults	60
7.04.	Indemnification	60
7.05.	Non-Reliance	60
7.06.	Resignation or Removal of Administrative Agent	61
7.07.	Administrative Agent in its Individual Capacity	61
SECTION VIII.	MISCELLANEOUS	62
8.01.	Notices	62

TABLE OF CONTENTS

(continued)

		Page
8.02.	Expenses	63
8.03.	Indemnification	63
8.04.	Waivers; Amendments	64
8.05.	Successors and Assigns	64
8.06.	Setoff	68
8.07.	No Third Party Rights	68
8.08.	Partial Invalidity	68
8.09.	Jury Trial	68
8.10.	Confidentiality	69
8.11.	Counterparts	70
SCHEDULES

I	Lenders
II	Pricing Grid
3.01	Initial Conditions Precedent
4.01(q)	Subsidiaries
5.02(a)	Existing Indebtedness
5.02(b)	Existing Liens
5.02(e)	Existing Investments

EXHIBITS

A	Notice of Revolving Loan Borrowing (2.01(b))
B	Extension Request (2.02(a))
C	Notice of Term Loan Borrowing (2.03(b))
D	Notice of Interest Period Selection (2.04(b))
E	Notice of Term Loan Conversion (2.04(c))
F	New Lender Joinder (2.06(a))
G	Consent to Increase Commitment (2.06(a))
H	Revolving Loan Note (2.10(b))
I	Term Loan Note (2.10(c))
J	Assignment Agreement (8.05(c))

iii

An extra section break has been inserted above this paragraph. Do not delete this section break if you plan to add text after the Table of Contents/Authorities. Deleting this break will cause Table of Contents/Authorities headers and footers to appear on any pages following the Table of Contents/Authorities.

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of August 9, 2000, is entered into by and among:

(1) ADOBE SYSTEMS INCORPORATED, a Delaware corporation (Borrower);

(2) Each of the financial institutions from time to time listed in Schedule I hereto, as amended from time to time (such financial institutions to be referred to herein collectively as Lenders); and

(3) ABN AMRO BANK N.V., as agent for Lenders (in such capacity, Administrative Agent).

RECITALS

A. Borrower has requested Lenders to provide certain credit facilities to Borrower.

B. Lenders are willing to provide such credit facilities upon the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants herein contained, the parties hereto hereby agree as follows:

SECTION I. INTERPRETATION.

1.01. Definitions. Unless otherwise indicated in this Agreement or any other Credit Document, each term set forth below, when used in this Agreement or any other Credit Document, shall have the respective meaning given to that term below or in the provision of this Agreement or other document, instrument or agreement referenced below.

ABN AMRO shall mean ABN AMRO Bank N.V.

Administrative Agent shall have the meaning given to that term in clause (3) of the introductory paragraph hereof.

Administrative Agents Fee Letter shall mean the letter agreement dated as of August 9, 2000, between Borrower and Administrative Agent regarding certain fees payable by Borrower to Administrative Agent.

Adobe Incentive Partners shall mean Adobe Incentive Partners, L.P., a California limited partnership, in which Borrower is the general partner and all of the limited partners are Borrower or Affiliates of Borrower.

Adobe Incentive Partners Distributions shall mean distributions of cash or securities owned by Adobe Incentive Partners, repurchases of unvested partnership interests in Adobe Incentive Partners, and issuances of partnership interests in Adobe Incentive Partners.

Affiliate shall mean, with respect to any Person, (a) each Person that, directly or indirectly, owns or controls, whether beneficially or as a trustee, guardian or other fiduciary, ten percent (10%) or more of any class of Equity Securities of such Person, (b) each Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person or (c) each of such Persons officers, directors, general partners and, if such Person is a joint venture organized as a separate legal entity, joint venturers having powers comparable to a general partner; provided, however, that in no case shall any of the following Persons be deemed to be an Affiliate of Borrower or any of its Subsidiaries for purposes of this Agreement: (i) Administrative Agent or any Lender or (ii) the general partner of any VC Partnership which would otherwise be deemed an Affiliate solely because it acts as general partner and controls such VC Partnership. For the purpose of this definition, control of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies.

Agreement shall mean this Credit Agreement.

Applicable Lending Office shall mean, with respect to any Lender, (a) in the case of its Base Rate Loans and Base Rate Portions, its Domestic Lending Office, and (b) in the case of its LIBOR Loans and LIBOR Portions, its Euro-Dollar Lending Office. Applicable Margin shall mean, with respect to any Loan or Portion at any time, the per annum margin which is determined pursuant to the Pricing Grid and added to the Base Rate or LIBO Rate, as the case may be, for such Loan or Portion; provided, however, that each Applicable Margin determined pursuant to the Pricing Grid shall be increased by two percent (2.00%) per annum on the date an Event of Default occurs and shall continue at such increased rate unless and until such Event of Default is waived or cured in accordance with this Agreement. The Applicable Margins shall be determined as provided in the Pricing Grid and may change for each Pricing Period.

Assignee Lender shall have the meaning given to that term in Subparagraph 8.05(c).

Assignment shall have the meaning given to that term in Subparagraph 8.05(c).

Assignment Agreement shall have the meaning given to that term in Subparagraph 8.05(c).

Assignment Effective Date shall have, with respect to each Assignment Agreement, the meaning set forth therein.

Assignor Lender shall have the meaning given to that term in Subparagraph 8.05(c).

Base Rate shall mean, on any day, the greater of (a) the Prime Rate in effect on such date and (b) the Federal Funds Rate for such day plus one-half percent (0.50%).

Base Rate Loan shall mean, at any time, a Revolving Loan which then bears interest as provided in clause (i) of Subparagraph 2.04(a).

Base Rate Portion shall mean, at any time, a Portion of the Term Loan Borrowing or a Term Loan, as the case may be, which then bears interest as provided in clause (i) of Subparagraph 2.04(a).

Borrower shall have the meaning given to that term in clause (1) of the introductory paragraph hereof.

Borrowing shall mean a Revolving Loan Borrowing or the Term Loan Borrowing.

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