Sample Business Contracts

          (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").

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

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

          "Administrative Agent's 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 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 Person's 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).

          "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.

          "Business Day" shall mean any day on which (a) commercial banks are not authorized or required to close in San Francisco, California, New York, New York or Chicago, Illinois, and (b) if such Business Day is related to a LIBOR Loan or a LIBOR Portion, dealings in Dollar deposits are carried out in the London interbank market.

          "Capital Adequacy Requirement" shall have the meaning given to that term in Subparagraph 2.13(d).

          "Capital Asset" shall mean, with respect to any Person, any tangible fixed or capital asset owned or leased (in the case of a Capital Lease) by such Person, or any expense incurred by such Person that is required by GAAP to be reported as a non-current asset on such Person's balance sheet.

          "Capital Leases" shall mean any and all lease obligations that, in accordance with GAAP, are required to be capitalized on the books of a lessee.

          "Change of Control" shall mean

          "Commitment Effective Date" shall have the meaning given to that term in Subparagraph 2.06(a).

          "Commitment Fee Percentage" shall mean, at any time, the per annum percentage which is used to calculate Commitment Fees. The Commitment Fee Percentages shall be determined as provided in the Pricing Grid and may change for each Pricing Period.

          "Commitment Fees" shall have the meaning given to that term in Subparagraph 2.07(b).

          "Commitment" shall mean, with respect to each Lender, the Dollar amount set forth under the caption "Commitment" opposite such Lender's name on Part A of Schedule I, or, if changed, such Dollar amount as may be set forth for such Lender in the Register.

          "Compliance Certificate" shall have the meaning given to that term in Subparagraph 5.01(a).

          "Consent to Increase Commitment" shall have the meaning given to that term in Subparagraph 2.06(a).

          "Contingent Obligation" shall mean, with respect to any Person, (a) any Guaranty Obligation of that Person; and (b) any direct or indirect obligation or liability, contingent or otherwise, of that Person (i) in respect of any Surety Instrument issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings or payments, (ii) as a partner or joint venturer in any partnership or joint venture, (iii) to purchase any materials, supplies or other property from, or to obtain the services of, another Person if the relevant contract or other related document or obligation requires that payment for such materials, supplies or other property, or for such services, shall be made regardless of whether delivery of such materials, supplies or other property is ever made or tendered, or such services are ever performed or tendered, (iv) in respect to any Rate Contract that is not entered into in connection with a bona fide hedging

          "Contractual Obligation" of any Person shall mean, any indenture, note, lease, loan agreement, security, deed of trust, mortgage, security agreement, guaranty, instrument, contract, agreement or other form of contractual obligation or undertaking to which such Person is a party or by which such Person or any of its property is bound.

          "Credit Documents" shall mean and include this Agreement, the Notes and the Administrative Agent's Fee Letter; all other documents, instruments and agreements delivered to Administrative Agent or any Lender pursuant to Paragraph 3.01; and all other documents, instruments and agreements pursuant to the terms of this Agreement required to be delivered by Borrower or any of its Subsidiaries to Administrative Agent or any Lender in connection with this Agreement on or after the date of this Agreement.

          "Credit Event" shall mean the making of any Loan (other than the making of a Base Rate Loan solely to repay an existing Loan); the conversion of any Portion into a LIBOR Portion; or the selection of a new Interest Period for any LIBOR Loan or LIBOR Portion.

          "Debt/EBITDA Ratio" shall mean, with respect to Borrower for any consecutive four-quarter period, the ratio, determined on a consolidated basis in accordance with GAAP, of:

to

          (b) The EBITDA of Borrower and its Subsidiaries for such period.

          "Defaulting Lender" shall mean a Lender which has failed to fund its portion of any Borrowing which it is required to fund under this Agreement and has continued in such failure for five (5) Business Days.

          "Dollars" and "$" shall mean the lawful currency of the United States of America and, in relation to any payment under this Agreement, same day or immediately available funds.

          "Domestic Lending Office" shall mean, with respect to any Lender, (a) initially, its office designated as such in Schedule I (or, in the case of any Lender which becomes a Lender by an assignment pursuant to Subparagraph 8.05(c), its office designated as such in the applicable Assignment Agreement) and (b) subsequently, such other office or offices as such Lender may designate to Administrative Agent as the office at which such Lender's Base Rate Loans and Base Rate Portions will thereafter be maintained and for the account of which all payments of principal of, and interest on, such Lender's Base Rate Loans and Base Rate Portions will thereafter be made.

          "EBITDA" shall mean, with respect to Borrower for any period, the sum, determined on a consolidated basis in accordance with GAAP, of the following:

plus

          (b) The sum (to the extent deducted in calculating net income or loss in clause (a) above) of (i) all Interest Expenses of Borrower and its Subsidiaries for such period, (ii) all depreciation and amortization expenses of Borrower and its Subsidiaries for such period, and (iii) all non-cash charges taken by Borrower and its Subsidiaries during such period for in-process research and development.

          "Employee Benefit Plan" shall mean any employee benefit plan within the meaning of section 3(3) of ERISA maintained or contributed to by Borrower or any ERISA Affiliate, other than a Multiemployer Plan.

          "Environmental Laws" shall mean the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environment Response, Compensation and Liability Act of 1980 (including the Superfund Amendments and Reauthorization Act of 1986, "CERCLA"), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651; the

          "Equity Securities" of any Person shall mean (a) all common stock, preferred stock, participations, shares, partnership interests or other equity interests in and of such Person (regardless of how designated and whether or not voting or non-voting) and (b) all warrants, options and other rights to acquire or sell any of the foregoing.

          "ERISA" shall mean the Employee Retirement Income Security Act of 1974. "ERISA Affiliate" shall mean any Person which is treated as a single employer with Borrower under Section 414 of the IRC.

          "Extension Request" shall have the meaning given to that term in Subparagraph 2.02(a).

          "Euro-Dollar Lending Office" shall mean, with respect to any Lender, (a) initially, its office designated as such in Schedule I (or, in the case of any Lender which becomes a Lender by an assignment pursuant to Subparagraph 8.05(c), its office designated as such in the applicable Assignment Agreement) and (b) subsequently, such other office or offices as such Lender may designate to Administrative Agent as the office at which such Lender's LIBOR Loans and LIBOR Portions will thereafter be maintained and for the account of which all payments of principal of, and interest on, such Lender's LIBOR Loans and LIBOR Portions will thereafter be made.

          "Event of Default" shall have the meaning given to that term in Paragraph 6.01.

          "Federal Funds Rate" shall mean, for any day, the rate per annum set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Federal Reserve Board (including any such successor publication, "H.15 (519)") for such day opposite the caption "Federal Funds (Effective)". If on any relevant day, such rate is not yet published in H.15 (519), the rate for such day shall be the rate set forth in the daily statistical release designated as the Composite 3:30 p.m. Quotations for U.S. Government Securities, or any successor publication, published by the Federal Reserve Bank of New York (including any such successor publication, the "Composite 3:30 p.m. Quotations") for such day under the caption "Federal Funds Effective Rate". If on any relevant day, such rate is not yet published in either H.15 (519) or the Composite 3:30 p.m. Quotations, the rate for such day shall be the arithmetic mean, as determined by Administrative Agent, of the rates quoted to Administrative Agent for such day by three

          "Federal Reserve Board" shall mean the Board of Governors of the Federal Reserve System.

          "Financial Statements" shall mean, with respect to any accounting period for any Person, statements of income, shareholders' equity and cash flows of such Person for such period, and a balance sheet of such Person as of the end of such period, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year if such period is less than a full fiscal year or, if such period is a full fiscal year, corresponding figures from the preceding annual audit, all prepared in reasonable detail and in accordance with GAAP.

          "Fixed Charge Coverage Ratio" shall mean, with respect to Borrower for any consecutive four-quarter period, the ratio, determined on a consolidated basis in accordance with GAAP, of:

to

          (b) The sum of (i) all Interest Expenses of Borrower and its Subsidiaries for such period, plus (ii) all rental expenses of Borrower and its Subsidiaries for such period, plus (iii) the current portion of all long-term Indebtedness of Borrower and its Subsidiaries appearing on the consolidated balance sheet of Borrower and its Subsidiaries on the last day of such period, plus without duplication, (iv) twenty percent (20%) of all off-balance sheet Indebtedness of Borrower and its Subsidiaries on the last day of such period; provided, however, that any Indebtedness under or with respect to currency exchange Rate Contracts shall be excluded for purposes of the calculation under this subparagraph (b).

          "Governmental Authority" shall mean any domestic or foreign national, state or local government, any political subdivision thereof, any department, agency, authority or bureau of any of the foregoing, or any other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, the Federal Deposit Insurance Corporation, the Federal Reserve Board, the Comptroller of the Currency, any central bank or any comparable authority.

          "Governmental Charges" shall mean, with respect to any Person, all levies, assessments, fees, claims or other charges imposed by any Governmental Authority upon such Person or any of its property or otherwise payable by such Person.

          "Governmental Rule" shall mean any law, rule, regulation, ordinance, order, code interpretation, judgment, decree, directive, guidelines, policy or similar form of decision of any Governmental Authority which is made publicly available.

          "Granting Lender" shall have the meaning given to that term in Subparagraph 8.05(d).

          "Guaranty Obligation" shall mean, with respect to any Person, any direct or indirect liability of that Person with respect to any indebtedness, lease, dividend, letter of credit or other obligation (the "primary obligations") of another Person (the "primary obligor"), including any obligation of that Person, whether or not contingent, (a) to purchase, repurchase or otherwise acquire such primary obligations or any property constituting direct or indirect security therefor, or (b) to advance or provide funds (i) for the payment or discharge of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor, or (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (d) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof. The amount of any Guaranty Obligation shall be deemed equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made or, if not stated or if indeterminable, the maximum reasonably anticipated liability in respect thereof.

          "Hazardous Materials" shall mean all pollutants, contaminants and other materials, substances and wastes which are hazardous, toxic, caustic, harmful or dangerous to human health or the environment, including petroleum and petroleum products and byproducts, radioactive materials, asbestos, polychlorinated biphenyls and all materials, substances and wastes which are classified or regulated as "hazardous," "toxic" or similar descriptions under any Environmental Law.

          "Indebtedness" of any Person shall mean, without duplication:

          (b) All obligations of such Person for the deferred purchase price of property or services (including obligations under letters of credit and other credit facilities which secure or finance such purchase price and obligations under "synthetic" leases);

          (c) All obligations of such Person under conditional sale or other title retention agreements with respect to property acquired by such Person (to the extent of the value of such property if the rights and remedies of the seller or lender under such agreement in the event of default are limited solely to repossession or sale of such property);

          (d) All obligations of such Person as lessee under or with respect to Capital Leases;

          (e) All non-contingent payment or reimbursement obligations of such Person under or with respect to Surety Instruments;

          (f) All net obligations of such Person, contingent or otherwise, under or with respect to Rate Contracts;

          (g) All Guaranty Obligations of such Person with respect to the obligations of other Persons of the types described in clauses (a) - (f) above and all other Contingent Obligations of such Person; and

          (h) All obligations of other Persons of the types described in clauses (a) - (f) above to the extent secured by (or for which any holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien in any property (including accounts and contract rights) of such Person, even though such Person has not assumed or become liable for the payment of such obligations.

          "Interest Period" shall mean, with respect to any LIBOR Loan or LIBOR Portion, the time period selected by Borrower pursuant to Subparagraph 2.01(b), Subparagraph 2.03(b) or Subparagraph 2.04(c) which commences on the first day of such Loan or Portion or the effective date of any conversion and ends on the last day of such time period, and thereafter, each subsequent time period selected by Borrower pursuant to

          "Investment" of any Person shall mean any loan or advance of funds by such Person to any other Person (other than advances to employees of such Person for moving and travel expenses, drawing accounts and similar expenditures in the ordinary course of business), any purchase or other acquisition of any Equity Securities or Indebtedness of any other Person, any capital contribution by such Person to or any other investment by such Person in any other Person (including any Guaranty Obligations of such Person and any indebtedness of such Person of the type described in clause (h) of the definition of "Indebtedness" on behalf of any other Person); provided, however, that Investments shall not include (a) accounts receivable or other indebtedness owed by customers of such Person which are current assets and arose from sales of inventory in the ordinary course of such Person's business, (b) prepaid expenses of such Person incurred and prepaid in the ordinary course of business, or (c) acquisitions of Equity Securities subject to Subparagraph 5.02(d).

          "IRC" shall mean the Internal Revenue Code of 1986.

          "Lenders" shall have the meaning given to that term in clause (2) of the introductory paragraph hereof.

          "LIBO Rate" shall mean, with respect to any Interest Period for the LIBOR Loans in any Revolving Loan Borrowing consisting of LIBOR Loans or any LIBOR Portion of the Term Loan Borrowing, a rate per annum equal to the quotient (rounded upward if necessary to the nearest 1/100 of one percent) of:

          (ii) The arithmetic mean (rounded upward if necessary to the nearest 1/16 of one percent) of the rates per annum at which Dollar deposits are offered to each of the Reference Banks in the London interbank market on the second Business Day prior to the first day of such Interest Period at or about 11:00 A.M. (London time) (for delivery on the first day of such Interest Period) in an amount substantially equal to such Reference Bank's LIBOR Loan or LIBOR Portion in such Borrowing and for a term comparable to such Interest Period (the "Reference Bank Rate");

divided by

          (b) One minus the Reserve Requirement for such Loans or Portion in effect from time to time.

          "LIBOR Loan" shall mean, at any time, a Revolving Loan which then bears interest as provided in clause (ii) of Subparagraph 2.04(a). "LIBOR 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 (ii) of Subparagraph 2.04(a).

          "Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, Capital Lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction other than filings made for notice purposes only in connection with true leases (which would not include "synthetic" leases).

          "Loan" shall mean a Revolving Loan or a Term Loan.

          "Loan Account" shall have the meaning given to that term in Subparagraph 2.10(a).

          "Majority Lenders" shall mean at any time, Lenders whose Proportionate Shares then exceed fifty percent (50%), except at any time any Lender is a Defaulting Lender. (For the purposes of determining "Majority Lenders" at any time any Lender is a Defaulting Lender, the "Proportionate Shares" of non-defaulting Lenders shall be determined excluding from the Total Commitment and the aggregate principal amount of all Term Loans the aggregate amounts of the Defaulting Lenders' Commitments and

          "Material Adverse Effect" shall mean a material adverse effect on (a) the business, assets, operations or financial condition of Borrower and its Subsidiaries, taken as a whole; (b) the ability of Borrower to pay or perform the Obligations in accordance with the terms of this Agreement and the other Credit Documents; or (c) practical realization of the material rights and remedies of Administrative Agent or any Lender intended to be provided under this Agreement and the other Credit Documents.

          "Material Subsidiary" shall mean any Subsidiary that had revenues during the immediately preceding fiscal year equal to or greater than five percent (5%) of the consolidated gross revenues of Borrower and its Subsidiaries during such year.

          "Maturity" shall mean, with respect to any Loan, interest, fee or other amount payable by Borrower under this Agreement or the other Credit Documents, the date such Loan, interest, fee or other amount becomes due, whether upon the stated maturity or due date, upon acceleration or otherwise.

          "Maturity Date" shall mean (a) with respect to the Revolving Loans, the Revolving Loan Maturity Date and (b) with respect to the Term Loans, the Term Loan Maturity Date.

          "Multiemployer Plan" shall mean any multiemployer plan within the meaning of section 3(37) of ERISA maintained or contributed to by Borrower or any ERISA Affiliate.

          "New Lender" shall have the meaning given to that term in Subparagraph 2.06(a).

          "New Lender Joinder" shall have the meaning given to that term in Subparagraph 2.06(a).

          "Net Proceeds" shall mean, with respect to any sale or issuance of any Equity Security or any other security by any Person, the aggregate consideration received by such Person from such sale or issuance less the sum of the actual amount of the reasonable fees and commissions payable to Persons other than such Person or any Affiliate of such Person, the reasonable legal expenses and the other reasonable costs and expenses directly related to such sale or issuance that are to be paid by such Person.

          "Net Share Repurchases" shall mean, with respect to Borrower for any period, the remainder, calculated on a consolidated basis, of (a) the aggregate consideration paid by Borrower and its Subsidiaries during such period (including Indebtedness incurred) to purchase, redeem, retire, defease or otherwise acquire Equity Securities of Borrower and its Subsidiaries minus (b) the aggregate Net Proceeds received by Borrower and its

          "Net Worth" shall mean, with respect to Borrower at any time, the remainder at such time, determined on a consolidated basis in accordance with GAAP, of (a) the total assets of Borrower and its Subsidiaries at such time, minus (b) the sum (without limitation and without duplication of deductions) of the total liabilities of Borrower and its Subsidiaries at such time and all reserves of Borrower and its Subsidiaries at such time for anticipated losses and expenses (to the extent not deducted in calculating total assets in clause (a) above).

          "Note" shall mean a Revolving Loan Note or a Term Loan Note.

          "Notice of Borrowing" shall mean a Notice of Revolving Loan Borrowing or the Notice of Term Loan Borrowing.

          "Notice of Term Loan Borrowing" shall have the meaning given to that term in Subparagraph 2.03(b).

          "Notice of Interest Period Selection" shall have the meaning given to that term in Subparagraph 2.04(b).

          "Notice of Revolving Loan Borrowing" shall have the meaning given to that term in Subparagraph 2.01(b).

          "Notice of Term Loan Conversion" shall have the meaning given to that term in Subparagraph 2.04(c).

          "Obligations" shall mean and include, with respect to Borrower, all loans, advances, debts, liabilities, and obligations, howsoever arising, owed by Borrower to Administrative Agent or any Lender of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising pursuant to the terms of this Agreement or any of the other Credit Documents, including without limitation all interest, fees, charges, expenses, attorneys' fees and accountants' fees chargeable to Borrower or payable by Borrower hereunder or thereunder.

          "Participant" shall have the meaning given to that term in Subparagraph 8.05(b).

          "Permitted Liens" shall have the meaning given to that term in Subparagraph 5.02(b).

          "Person" shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, an unincorporated association, a limited liability company, a joint venture, a trust or other entity or a Governmental Authority.

          "Portion" shall mean a portion of the principal amount of the Term Loan Borrowing or a Term Loan. The Term Loan Borrowing shall consist of one or more Portions, and each Term Loan comprising the Term Loan Borrowing shall consist of the same number of Portions, with each such Term Loan Portion corresponding pro rata to a Term Loan Borrowing Portion. Any reference to a Portion of the Term Loan Borrowing shall include the corresponding Portion of each Term Loan comprising the Term Loan Borrowing.

          "Pricing Grid" shall mean Schedule II.

          "Pricing Period" shall mean (a) the period commencing on the date of this Agreement and ending on September 30, 2000, (b) the three-calendar month period commencing October 1, 2000 and ending December 31, 2000 and (c) each consecutive three-calendar month period thereafter which commences on the day following the last day of the immediately preceding three-calendar month period and ends on the last day of that time period.

          "Prime Rate" shall mean the per annum rate publicly announced by ABN AMRO from time to time at its Chicago Office. The Prime Rate is determined by ABN AMRO from time to time as a means of pricing credit extensions to some customers and is neither directly tied to any external rate of interest or index nor necessarily the lowest rate of interest charged by ABN AMRO at any given time for any particular class of customers or credit extensions. Any change in the Base Rate resulting from a change in the Prime Rate shall become effective on the Business Day on which each change in the Prime Rate occurs.

          "Proportionate Share" shall mean:

to

          (b) The sum at such time of all (i) current liabilities of Borrower and its Subsidiaries (including the current portion of all Loans hereunder); and (ii) to the extent not included in such current liabilities under the preceding clause (i), the current portion of all Indebtedness of the types described in clauses (a) – (d) of the definition of "Indebtedness".

          "Reference Bank Rate" shall have the meaning given to that term in clause (a)(ii) of the definition of "LIBO Rate" in Paragraph 1.01.

          "Reference Banks" shall mean ABN AMRO, Bank of Montreal and Fleet National Bank.

          "Register" shall have the meaning given to that term in Subparagraph 8.05(e). "Reportable Event" shall have the meaning given to that term in ERISA and applicable regulations thereunder.

          "Required Lenders" shall mean, at any time, Lenders whose Proportionate Shares then equal or exceed sixty-six and two-thirds percent (66 2/3%), except at any time any Lender is a Defaulting Lender. (For the purposes of determining "Required Lenders" at any time any Lender is a Defaulting Lender, the "Proportionate Shares" of non-defaulting Lenders shall be determined excluding from the Total Commitment and the aggregate principal amount of all Term Loans the aggregate amounts of the Defaulting Lenders' Commitments and Term Loans; and "Required Lenders" shall mean non-defaulting

          "Requirement of Law" applicable to any Person shall mean (a) the Articles or Certificate of Incorporation and By-laws, Partnership Agreement or other organizational or governing documents of such Person, (b) any Governmental Rule applicable to such Person, (c) any license, permit, approval or other authorization granted by any Governmental Authority to or for the benefit of such Person or (d) any judgment, decision or determination of any Governmental Authority or arbitrator, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

          "Reserve Requirement" shall mean, with respect to any day in an Interest Period for a LIBOR Loan or LIBOR Portion, the aggregate of the reserve requirement rates (expressed as a decimal) in effect on such day for eurocurrency funding (currently referred to as "Eurocurrency liabilities" in Regulation D of the Federal Reserve Board) maintained by a member bank of the Federal Reserve System. As used herein, the term "reserve requirement" shall include, without limitation, any basic, supplemental or emergency reserve requirements imposed on any Lender by any Governmental Authority. "Revolving Loan" shall have the meaning given to that term in Subparagraph 2.01(a).

          "Revolving Loan Borrowing" shall mean a borrowing by Borrower consisting of the Revolving Loans made by each of the Lenders on the same date and of the same Type pursuant to a single Notice of Revolving Loan Borrowing.

          "Revolving Loan Maturity Date" shall mean the date 364 days after the date of this Agreement (or, if extended pursuant to Paragraph 2.02, the date to which so extended).

          "Revolving Loan Note" shall have the meaning given to that term in Subparagraph 2.10(b).

          "Solvent" shall mean, with respect to any Person on any date, that on such date (a) the fair value of the property of such Person is greater than the fair value of the liabilities (including contingent, subordinated, matured and unliquidated liabilities) of such Person, (b) the present fair saleable value of the assets of such Person is greater than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature and (d) such Person is not engaged in or about to engage in business or transactions for which such Person's property would constitute an unreasonably small capital.

          "SPC" shall have the meaning given to that term in Subparagraph 8.05(d).

          "Surety Instruments" shall mean all letters of credit (including standby and commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds and similar instruments.

          "Taxes" shall have the meaning given to such term in Subparagraph 2.14(a).

          "Telerate Page Rate" shall have the meaning given to that term in clause (a)(i) of the definition of "LIBO Rate" in Paragraph 1.01.

          "Term Loan" shall have the meaning given to that term in Subparagraph 2.03(a).

          "Term Loan Borrowing" shall mean the borrowing by Borrower consisting of the Term Loans made by each of the Lenders on the Revolving Loan Maturity Date pursuant to the Notice of Term Loan Borrowing.

          "Term Loan Maturity Date" shall mean the date two years after the Revolving Loan Maturity Date.

          "Term Loan Note" shall have the meaning given to that term in Subparagraph 2.10(c).

          "Total Commitment" shall mean, at any time, the sum at such time of the Lenders' Commitments.

          "Type" shall mean, with respect to any Loan, Borrowing or Portion at any time, the classification of such Loan, Borrowing or Portion by the type of interest rate it then bears, whether an interest rate based upon the Base Rate or the LIBO Rate.

          "Unused" shall mean. with respect to the Commitments at any time, the remainder of (i) the Total Commitment at such time minus (ii) the aggregate principal amount of all Revolving Loans outstanding at such time.

          (c) References in this Agreement or any other Credit Document to any Governmental Rule (i) shall include any successor Governmental Rule, (ii) shall include all rules and regulations promulgated under such Governmental Rule (or any successor Governmental Rule), and (iii) shall mean such Governmental Rule (or successor Governmental Rule) and such rules and regulations, as amended, modified, codified or reenacted from time to time and in effect at any given time.

          (d) References in this Agreement or any other Credit Document to any Person in a particular capacity (i) shall include any permitted successors to and assigns of such Person in that capacity and (ii) shall exclude such Person individually or in any other capacity.

          (ii) The aggregate principal amount of all Revolving Loans made by all Lenders at any time outstanding shall not exceed the Total Commitment at such time.

          (b) Notice of Revolving Loan Borrowing. Borrower shall request each Revolving Loan Borrowing by delivering to Administrative Agent an irrevocable written notice in the form of Exhibit A, appropriately completed (a "Notice of Revolving Loan Borrowing"), which specifies, among other things:

          (ii) Whether the requested Revolving Loan Borrowing is to consist of Base Rate Loans or LIBOR Loans;

          (iii) If the requested Revolving Loan Borrowing is to consist of LIBOR Loans, the initial Interest Period selected by Borrower for such LIBOR Loans in accordance with Subparagraph 2.04(b);

          (iv) If the requested Revolving Loan Borrowing is to consist of LIBOR Loans, whether the initial LIBO Rate is to be based upon the Telerate Page Rate or the Reference Bank Rate; and

          (v) The date of the requested Revolving Loan Borrowing, which shall be a Business Day; 

          (c) Repayment. Unless Borrower converts all Revolving Loans outstanding on the Revolving Loan Maturity Date into term loans pursuant to Paragraph 2.03, Borrower shall repay the outstanding principal amount of all Revolving Loans on such date.

          (b) Lender Approval. Borrower understands that this Paragraph 2.02 is included in this Agreement for Borrower's convenience in requesting extensions and acknowledges that neither Administrative Agent nor any Lender has promised (either expressly or implicitly), or has any obligation or commitment, to extend the Revolving Loan Maturity Date at any time. If a Lender, in its sole and absolute discretion, consents to an Extension Request, such Lender shall evidence such consent by executing and returning two (2) copies of the Extension Request to Administrative Agent not later than the last Business Day which is thirty (30) days prior to the Revolving Loan Maturity Date. Any such consent given by a Lender shall be deemed irrevocable on the date that occurs thirty (30) days prior to the existing Revolving Loan Maturity Date. Any failure by any Lender so to execute and return an Extension Request shall be deemed a denial thereof.

          (c) Notice of Lender Action. If Borrower delivers an Extension Request to Administrative Agent pursuant to Subparagraph 2.02(a), then not later than the last Business Day which is twenty-five (25) days prior to the Revolving Loan Maturity Date, Administrative Agent shall notify Borrower and each Lender in writing of (i) the Lenders that have consented to such Extension Request by returning to Administrative Agent

          (i) If all Lenders consent to an Extension Request pursuant to Subparagraph 2.02(b), this Agreement shall be deemed amended as provided in clause (iv) below and each such Lender shall remain a Lender under this Agreement (as so amended).

          (ii) If none of the Lenders consent to an Extension Request, the Revolving Loan Maturity Date shall remain unchanged.

          (iii) If some but not all of the Lenders consent to an Extension Request, 

          (B) Subject to such payments, (1) each non-consenting Lender shall cease to be a Lender hereunder after such date, (2) this Agreement shall be deemed amended as provided in clause (iv) below, and (3) each consenting Lender shall remain a Lender under this Agreement (as so amended) after such date;

Provided, however, that a non-consenting Lender may be replaced by an Assignee Lender as provided in Paragraph 2.16.

          (iv) If all or some of Lenders consent to an Extension Request pursuant to Subparagraph 2.02(b), this Agreement shall be deemed amended on the existing Revolving Loan Maturity Date such that the date contained in the definition of "Revolving Maturity Date" shall be extended to a date 364 days from the existing Revolving Loan Maturity Date, effective as of the existing Revolving Loan Maturity Date.

          (b) Notice of Term Loan Borrowing. Borrower shall request the Term Loan Borrowing by delivering to Administrative Agent an irrevocable written notice in the form of Exhibit C, appropriately completed (the "Notice of Term Loan Borrowing"), which specifies, among other things:

          (ii) (A) The principal portion of the Term Loan Borrowing which is to be a Base Rate Portion and (B) the principal portion(s) of the Term Loan Borrowing which is (are) to be a LIBOR Portion(s);

          (iii) If any portion of the Term Loan Borrowing is initially to be a LIBOR Portion, the initial Interest Period selected by Borrower for each such LIBOR Portion in accordance with Subparagraph 2.04(b); and

          (iv) If any portion of the Term Loan Borrowing is initially to be a LIBOR Portion, whether the initial LIBO Rate for such Portion is to be based upon the Telerate Page Rate or the Reference Bank Rate.

          (c) Repayment. Borrower shall repay the principal amount of the Term Loans in full in a single installment payable on the Term Loan Maturity Date.

          (ii) During such periods as any Revolving Loan is a LIBOR Loan or any Portion of a Term Loan is a LIBOR Portion, at a rate per annum on such Loan or Portion equal at all times during each Interest Period for such Loan or Portion to the LIBO Rate for such Interest Period plus the Applicable Margin therefor, such rate to change from time to time during such Interest Period as the Applicable Margin shall change.

          (b) LIBOR Loan and LIBOR Portion Interest Periods. 

          (ii) Borrower shall notify Administrative Agent by an irrevocable written notice in the form of Exhibit D, appropriately completed (a "Notice of Interest Period Selection"), at least three (3) Business Days prior to the last day of each Interest Period for a Revolving Loan Borrowing consisting of LIBOR Loans or a LIBOR Portion of the Term Loan Borrowing of the Interest Period selected by Borrower for the next succeeding Interest Period for such LIBOR Loans or LIBOR Portion and whether the LIBO Rate for such Interest Period is to be based upon the Telerate Page Rate or the Reference Bank Rate. Each Notice of Interest Period Selection shall be given by first-class mail or facsimile to the office or the

          (ii) The amount and Type of each Portion of the Term Loan Borrowing into which it is to be converted;

          (iii) If any Portion of the Term Loan Borrowing is to be converted into a LIBOR Portion, the initial Interest Period selected by Borrower for such Portion in accordance with Subparagraph 2.04(b);

          (iv) If any Portion of the Term Loan Borrowing is to be converted into a LIBOR Portion, whether the initial LIBO Rate for such Portion is to be based upon the Telerate Page Rate or the Reference Bank Rate; and

          (v) The date of the requested conversion, which shall be a Business Day.

          (d) Scheduled Interest Payments. Borrower shall pay accrued interest on the unpaid principal amount of each Loan in arrears (i) in the case of a Base Rate Loan or Base Rate Portion, on the first day in each January, April, July and October (commencing October 1, 2000), (ii) in the case of a LIBOR Loan or LIBOR Portion, on the last day of each Interest Period therefor (and, if any such Interest Period is longer than three (3) months, every three (3) months); and (iii) in the case of all Loans, upon prepayment (to the extent thereof) and at Maturity. 

          (ii) Any New Lender shall satisfy the requirements of an Assignee Lender and shall execute a joinder instrument substantially in the form of Exhibit F (a "New Lender Joinder") and any increase in the Commitment of an existing Lender shall be evidenced by the written consent of such Lender substantially in the form of Exhibit G (a "Consent to Increase Commitment"). Five (5) counterparts of each New Lender Joinder or Consent to Increase Commitment shall be executed by the New Lender or existing Lender whose Commitment is being increased and delivered to Administrative Agent for its acceptance and recording in the Register. Each New Lender Joinder or Consent to Increase Commitment shall specify the Commitment amount of such New Lender or existing Lender and the date on which such Commitment of the New Lender or such increase in the Commitment of an existing Lender becomes effective (a "Commitment Effective Date"), which date shall be at least five (5) Business Days after the date counterparts of the New Lender Joinder or Consent to Increase

          (iii) Upon receipt of any New Lender Joinder or Consent to Increase Commitment which is accepted by Administrative Agent for recording, Administrative Agent will give notice to Borrower and all Lenders (including any New Lender) of (y) the applicable Commitment Effective Date, and (z) if any Revolving Loan Borrowing is outstanding on such Commitment Effective Date, the aggregate amount of all Revolving Loans to be funded by the New Lender or the existing Lender whose Commitment is being increased on the Commitment Effective Date. If any Revolving Loan Borrowing is outstanding on a Commitment Effective Date, the applicable New Lender or existing Lender whose Commitment is being increased shall before 12:00 noon (San Francisco time) on such Commitment Effective Date make available to Administrative Agent at Administrative Agent's office specified in Paragraph 8.01, in same day or immediately available funds, such New Lender's applicable Proportionate Share of such Revolving Loan Borrowing or the difference between the principal amount of such existing Lender's Revolving Loan which is part of such Revolving Loan Borrowing and its applicable Proportionate Share of such Revolving Loan Borrowing and Administrative Agent shall disburse such funds to the other Lenders in the amount necessary so that each Lender's Revolving Loan which is part of such Revolving Loan Borrowing is equal to such Lender's Proportionate Share of such Revolving Loan Borrowing. If such outstanding Revolving Loan Borrowing consists of LIBOR Loans, Borrower shall pay to each Lender receiving any prepayment of such LIBOR Loans on a date other than the last day of an Interest Period for such LIBOR Loans all amounts payable to such Lender under Paragraph 2.15;

          (iv) Upon the Commitment Effective Date for any New Lender, such New Lender shall be a Lender hereunder with a Commitment and Loans in the amount set forth in the notice given by Administrative Agent pursuant to clause (iii) above and shall have the rights, duties and obligations of such a Lender under this Agreement and the other Credit Documents. Upon the Commitment Effective Date for any existing Lender whose Commitment is being increased, such Lender shall be a Lender with a Commitment and Loans in the amount set forth in the notice given by Administrative Agent pursuant to clause (iii) above. Each New Lender Joinder and Consent to Increase Commitment which is accepted and recorded by Administrative Agent shall be deemed to amend Schedule I to the extent, and only to the extent, necessary to reflect the addition of each New Lender and its Commitment, any increase in the Commitment of an existing Lender and the resulting adjustment of the Proportionate Shares arising from such changes in the Commitments;

          (v) On or prior to any Commitment Effective Date, Borrower, at its own expense, shall execute and deliver to Administrative Agent a new Revolving Loan Note to the order of any New Lender or existing Lender whose Commitment

          (ii) Borrower may not terminate the Total Commitment prior to the Revolving Loan Maturity Date, if, after giving effect to such termination, any Revolving Loan would then remain outstanding.

          (c) Effect of Commitment Increases or Reductions. From the effective date of any increase or reduction of the Total Commitment, the Commitment Fees payable pursuant to Subparagraph 2.07(b) shall be computed on the basis of the Total Commitment as so increased or reduced. Once reduced or cancelled by Borrower pursuant to Subparagraph 2.06(b), the Total Commitment may not be increased or reinstated without the prior written consent of all applicable Lenders. Any reduction of the Total Commitment pursuant to Subparagraph 2.06(b) shall be applied ratably to reduce each Lender's Commitment in accordance with clause (i) of Subparagraph 2.12(a).

          (b) Commitment Fees. Borrower shall pay to Administrative Agent for the ratable benefit of the Lenders as provided in clause (iv) of Subparagraph 2.12(a), commitment fees (the "Commitment Fees") equal to the Commitment Fee Percentage of the daily average Unused amount of the Total Commitment for the period beginning on the date of this Agreement and ending on the Revolving Loan Maturity Date. Borrower shall pay the Commitment Fees in arrears on the first day in each January, April, July and October (commencing October 1, 2000) and on the Revolving Loan Maturity Date (or if the Total Commitment is cancelled on a date prior to the Revolving Loan Maturity, as the case may be, on such prior date).

          (b) Optional Prepayments. At its option, Borrower may, upon one (1) Business Day notice to Administrative Agent in the case of Base Rate Loans or Base Rate Portions or three (3) Business Days notice to Administrative Agent in the case of LIBOR Loans or LIBOR Portions, prepay the Loans in any Borrowing in part, in an aggregate principal amount of $2,500,000 or more, or in whole.

          (c) Mandatory Prepayments. If, at any time, the aggregate principal amount of all Revolving Loans then outstanding exceeds the Total Commitment at such time, Borrower shall immediately prepay Revolving Loans in an aggregate principal amount equal to such excess.

          (d) Application of Term Loan Prepayments. All Term Loan prepayments shall, to the extent possible, be first applied to prepay Base Rate Portions and then if any funds remain, to prepay LIBOR Portions. 

          (b) Date. Whenever any payment due hereunder shall fall due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, as the case may be.

          (c) Late Payments. If any amount required to be paid by Borrower under this Agreement or the other Credit Documents (including principal or interest payable on any Loan, any fee or other amount) remains unpaid after such amount is due, Borrower shall pay interest on the aggregate, outstanding balance of such amount from the date due until such amount is paid in full at a per annum rate equal to the Base Rate plus two percent (2.00%) per annum, such rate to change from time to time as the Base Rate shall change.

          (d) Application of Payments. All payments hereunder shall be applied first to unpaid fees, costs and expenses then due and payable under this Agreement or the other Credit Documents, second to accrued interest then due and payable under this Agreement or the other Credit Documents and finally to reduce the principal amount of outstanding Loans.

          (e) Failure to Pay Administrative Agent. Unless Administrative Agent shall have received notice from Borrower at least one (1) Business Day prior to the date on which any payment is due to Lenders hereunder that Borrower will not make such payment in full, Administrative Agent shall be entitled to assume that Borrower has made or will make such payment in full to Administrative Agent on such date and Administrative Agent may, in reliance upon such assumption, cause to be paid to Lenders on such due date an amount equal to the amount then due such Lenders. If and to the extent Borrower shall not have so made such payment in full to Administrative Agent, each such Lender shall repay to Administrative Agent forthwith on demand such portion of the amount distributed to such Lender as was not received from Borrower together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays the amount required to be returned to Administrative Agent, at a per annum rate equal to (i) the Federal Funds Rate for the first three (3) days and (ii) the rate applicable to Base Rate Loans thereafter. A certificate of Administrative Agent submitted to any Lender with respect to any amount owing by such Lender under this Subparagraph 2.09(e) shall constitute prima facie evidence of such amount.

          (b) Revolving Loan Notes. If any Lender so requests, such Lender's Revolving Loans shall be evidenced by promissory notes in the form of Exhibit H (individually, a "Revolving Loan Note") which notes shall be (i) payable to the order of such Lender, (ii) in the amount of such Lender's Commitment, (iii) dated the date of this Agreement and (iv) otherwise appropriately completed. Borrower authorizes each Lender to record on the schedule annexed to such Lender's applicable Revolving Loan Note the date and amount of each Revolving Loan made by such Lender and of each payment or prepayment of principal thereon made by Borrower, and agrees that all such notations shall constitute prima facie evidence of the matters noted; provided, however, that any failure by a Lender to make, or any error by any Lender in making, any such notation shall not affect Borrower's Obligations. Borrower further authorizes each Lender to attach to and make a part of such Lender's Revolving Loan Notes continuations of the schedule attached thereto as necessary.

          (c) Term Loan Notes. If any Lender so requests, such Lender's Term Loan shall be evidenced by a promissory note in the form of Exhibit I (individually, a "Term Loan Note") which note shall be (i) payable to the order of such Lender, (ii) in the amount of such Lender's Term Loan, (iii) dated the Revolving Loan Maturity Date and (iv) otherwise appropriately completed.

          (b) Lender Failure to Fund. Unless Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to Administrative Agent such Lender's applicable Proportionate Share of such Borrowing, Administrative Agent shall be entitled to assume that such Lender has made or will make such portion available to Administrative Agent on the date of such Borrowing in accordance with Subparagraph 2.11(a), and Administrative Agent may on such date, in reliance upon such assumption, disburse or otherwise credit to Borrower a corresponding amount. If any Lender does not make the amount of its applicable Proportionate Share of any Borrowing available to Administrative Agent on or prior to the date of such Borrowing, such Lender shall pay to Administrative Agent, on demand, interest which shall accrue on such amount from the date of such Borrowing until such amount is paid to Administrative Agent at rates equal to (i) the daily Federal Funds Rate during the period from the date of such Borrowing through the third Business Day thereafter and (ii) the rate applicable to Base Rate Loans thereafter. A certificate of Administrative Agent submitted to any Lender with respect to any amount owing by such Lender under this Subparagraph 2.11(b) shall constitute prima facie evidence of such amount. If the amount of any Lender's applicable Proportionate Share of any Borrowing is not paid to Administrative Agent by such Lender within three (3) Business Days after the date of such Borrowing, Borrower shall repay such amount to Administrative Agent, on demand, together with interest thereon, for each day from the date such amount was disbursed to Borrower until the date such amount is repaid to Administrative Agent, at the interest rate applicable at the time to the Loans comprising such Borrowing.

          (c) Lenders' Obligations Several. The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation hereunder to make its Loan as part of such Borrowing, but no Lender shall be obligated in any way to make any Loan which another Lender has failed or refused to make or otherwise be in any way responsible for the failure or refusal of any other Lender to make any Loan required to be made by such other Lender on the date of any Borrowing.

          (ii) Each payment of principal on Loans in any Borrowing shall be shared among Lenders pro rata according to the respective unpaid principal amounts of such Loans then owed to such Lenders;

          (iii) Each payment of interest on Loans in any Borrowing shall be shared among Lenders pro rata according to (A) the respective unpaid principal amounts of such Loans made or funded by such Lenders and (B) the dates on which such Lenders so made or funded such Loans;

          (iv) Each payment of Commitment Fees shall be shared among Lenders (except for Defaulting Lenders) pro rata according to (A) their respective Proportionate Shares and (B) in the case of each Lender which becomes a Lender hereunder after the date hereof, the date upon which such Lender so became a Lender;

          (v) Each payment of interest (other than interest on Loans) shall be shared among Lenders and Administrative Agent owed the amount upon which such interest accrues pro rata according to (A) the respective amounts so owed such Lenders and Administrative Agent and (B) the dates on which such amounts became owing to such Lenders and Administrative Agent; and

          (vi) All other payments under this Agreement and the other Credit Documents shall be for the benefit of the Person or Persons specified.

          (b) Illegality. If, after the date of this Agreement, the adoption of any Governmental Rule, any change in any Governmental Rule or the application or requirements thereof (whether such change occurs in accordance with the terms of such Governmental Rule as enacted, as a result of amendment or otherwise), any change in the interpretation or administration of any Governmental Rule by any Governmental Authority, or compliance by any Lender with any request or directive (whether or not having the force of law) of any Governmental Authority (a "Change of Law") shall make it unlawful or impossible for any Lender to make or maintain any LIBOR Loan or LIBOR Portion, such Lender shall immediately notify Administrative Agent and Borrower of such Change of Law. Upon receipt of such notice, (i) Borrower's right to request the making of, conversion to or a new Interest Period for LIBOR Loans or LIBOR Portions shall be terminated, and Borrower shall, at the request of such Lender, (A) repay any outstanding LIBOR Loans or convert any outstanding LIBOR Portions into Base Rate Loans at the end of the current Interest Period for such LIBOR Loans or LIBOR Portions or (B) immediately repay or convert any such LIBOR Loans or LIBOR Portions if such Lender shall notify Borrower that such Lender may not lawfully continue to fund and maintain such LIBOR Loans or LIBOR Portions. Any conversion or prepayment of LIBOR Loans or LIBOR Portions made pursuant to the preceding sentence prior to the last day of an Interest Period for such LIBOR Loans or LIBOR Portions shall be deemed a prepayment thereof for purposes of Paragraph 2.15. After any Lender notifies Administrative Agent and Borrower of such a Change of Law and until such Lender notifies Administrative Agent and Borrower that it is no longer unlawful or impossible

          (c) Increased Costs. If, after the date of this Agreement, any Change of Law:

          (ii) Shall impose, modify or hold applicable any reserve (excluding any Reserve Requirement or other reserve to the extent included in the calculation of the LIBO Rate for any Loans or Portions), special deposit or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances or loans by, or any other acquisition of funds by any Lender for any LIBOR Loan or LIBOR Portion; or

          (iii) Shall impose on any Lender any other condition related to any LIBOR Loan or LIBOR Portion or such Lender's Commitments;

          (d) Capital Requirements. If, after the date of this Agreement, any Lender determines that (i) any Change of Law affects the amount of capital required or expected to be maintained by such Lender or any Person controlling such Lender (a "Capital Adequacy Requirement") and (ii) the amount of capital maintained by such Lender or such Person which is attributable to or based upon the Loans, the Commitments or this Agreement must be increased as a result of such Capital Adequacy Requirement (taking into account such Lender's or such Person's policies with respect to capital adequacy),

          (e) Mitigation. Any Lender which becomes aware of (i) any Change of Law which will make it unlawful or impossible for such Lender to make or maintain any LIBOR Loan or LIBOR Portion or (ii) any Change of Law or other event or condition which will obligate Borrower to pay any amount pursuant to Subparagraph 2.13(c) or Subparagraph 2.13(d) shall notify Borrower and Administrative Agent thereof as promptly as practical. If any Lender has given notice of any such Change of Law or other event or condition and thereafter becomes aware that such Change of Law or other event or condition has ceased to exist, such Lender shall notify Borrower and Administrative Agent thereof as promptly as practical. Each Lender affected by any Change of Law which makes it unlawful or impossible for such Lender to make or maintain any LIBOR Loan or LIBOR Portion or to which Borrower is obligated to pay any amount pursuant to Subparagraph 2.13(c) or Subparagraph 2.13(d) shall use reasonable commercial efforts (including changing the jurisdiction of its Applicable Lending Office) to avoid the effect of such Change of Law or to avoid or materially reduce any amounts which Borrower is obligated to pay pursuant to Subparagraph 2.13(c) or Subparagraph 2.13(d) if, in the reasonable opinion of such Lender, such efforts would not be disadvantageous to such Lender or contrary to such Lender's normal banking practices.

          (b) Withholding Exemption Certificates. On or prior to the date of the initial Borrowing or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender which is not organized under the laws of the United States of America or a state thereof shall deliver to Borrower and Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding or with reduced deduction or withholding of any United States federal income taxes. Each such Lender further agrees (i) promptly to notify Borrower and Administrative Agent of any change of circumstances (including any change in any treaty, law or regulation) which would prevent such Lender from receiving payments hereunder without any deduction or withholding or with reduced deduction or withholding of such taxes as indicated on the most recent such certificate or other form previously delivered by such Lender and (ii) if such Lender has not so notified Borrower and Administrative Agent of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or withholding or with reduced deduction or withholding of taxes as indicated on the most recent such certificate or other form previously delivered by such Lender, then on or before the date that any certificate or other form delivered by such Lender under this Subparagraph 2.14(b) expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent such certificate or form previously delivered by such Lender, to deliver to Borrower and Administrative Agent a new certificate or form, certifying that such Lender is entitled to receive payments under this Agreement without deduction or withholding or with reduced deduction or withholding of such taxes. If any Lender fails to provide to Borrower or Administrative Agent pursuant to this Subparagraph 2.14(b) (or, in the case of a New Lender, Subparagraph 2.06(a), or, in the case of an Assignee Lender, Subparagraph 8.05(c)) any certificates or other evidence required by such provision to establish that such Lender is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding or with reduced deduction or withholding of any United States federal income taxes, such Lender shall not be entitled to any indemnification under Subparagraph 2.14(a) for any Taxes imposed on such Lender primarily as a result of such failure.

          (d) Tax Returns. Nothing contained in this Paragraph 2.14 shall require Administrative Agent or any Lender to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential).

          (b) On the date each Borrowing is to occur and after giving effect to such Borrowing, the following shall be true and correct:

          (ii) No Default has occurred and is continuing or will result from such Borrowing.

          (b) Authority. The execution, delivery and performance by Borrower of each Credit Document executed, or to be executed, by Borrower and the consummation of the transactions contemplated thereby (i) are within the power of Borrower and (ii) have been duly authorized by all necessary actions on the part of Borrower.

          (c) Enforceability. Each Credit Document executed, or to be executed, by Borrower has been, or will be, duly executed and delivered by Borrower and constitutes, or will constitute, a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity.

          (e) Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required in connection with the execution and delivery of the Credit Documents executed by Borrower or the performance or consummation of the transactions contemplated thereby, except for those which have been made or obtained and are in full force and effect.

          (f) No Violation or Default. Neither Borrower nor any of its Subsidiaries is in violation of or in default with respect to (i) any Requirement of Law applicable to such Person or (ii) any Contractual Obligation of such Person (nor is there any waiver in effect which, if not in effect, would result in such a violation or default), where, in each case, such violation or default is reasonably likely to have a Material Adverse Effect. Without limiting the generality of the foregoing, neither Borrower nor any of its Subsidiaries (A) has violated any Environmental Laws, (B) has any liability under any Environmental Laws or (C) has received notice or other communication of an investigation or is under investigation by any Governmental Authority having authority to enforce Environmental Laws, where such violation, liability or investigation is reasonably likely to have a Material Adverse Effect. No Default has occurred and is continuing.

          (g) Litigation. Except as disclosed in the 10-Q report filed by Borrower with the Securities and Exchange Commission for the fiscal quarter ended June 4, 1999, no actions (including derivative actions), suits, proceedings or investigations are pending or, to the knowledge of Borrower, threatened against Borrower or any of its Subsidiaries at law or in equity in any court or before any other Governmental Authority which (i) is reasonably likely (alone or in the aggregate) to have a Material Adverse Effect or (ii) seeks to enjoin, either directly or indirectly, the execution, delivery or performance by Borrower of the Credit Documents or the transactions contemplated thereby.

          (h) Title; Possession Under Leases. Borrower and its Material Subsidiaries own and have good and marketable title, or a valid leasehold interest in, or licenses with respect to, all their respective properties and assets as reflected in the most recent Financial Statements delivered to Administrative Agent (except those assets and properties disposed of in the ordinary course of business or otherwise in compliance with this Agreement since the date of such Financial Statements) and all respective assets and properties acquired by Borrower and its Material Subsidiaries since such date (except those disposed of in the ordinary course of business or otherwise in compliance with this

          (i) Financial Statements. The Financial Statements of Borrower and its Subsidiaries which have been delivered to Administrative Agent, (i) are in accordance with the books and records of Borrower and its Subsidiaries, which have been maintained in accordance with good business practice; (ii) have been prepared in conformity with GAAP; and (iii) fairly present in all material respects the financial conditions and results of operations of Borrower and its Subsidiaries as of the date thereof and for the period covered thereby. Neither Borrower nor any of its Subsidiaries has any Contingent Obligations, liability for taxes or other outstanding obligations which are material in the aggregate, except as disclosed in the audited Financial Statements dated December 3, 1999, or unaudited Financial Statements for the fiscal quarter ended June 2, 2000, furnished by Borrower to Administrative Agent prior to the date hereof, or in the Financial Statements delivered to Administrative Agent pursuant to clause (i) or (ii) of Subparagraph 5.01(a).

          (j) Equity Securities. All Equity Securities of Borrower have been offered and sold in compliance with all federal and state securities laws and all other Requirements of Law, except where any failure to comply is not reasonably likely to have a Material Adverse Effect.

          (k) No Agreements to Sell Assets; Etc. Neither Borrower nor any of its Subsidiaries has any legal obligation, absolute or contingent, to any Person to sell the assets of Borrower or any of its Subsidiaries (except as permitted by Subparagraph 5.02(c)), or to effect any merger, consolidation or other reorganization of Borrower or any of its Subsidiaries (except as permitted by Subparagraph 5.02(d)) or to enter into any agreement with respect thereto.

          (ii) Each Employee Benefit Plan complies, in both form and operation, in all material respects, with its terms, ERISA and the IRC, and no condition exists or event has occurred with respect to any such plan which would result in the incurrence by either Borrower or any ERISA Affiliate of any material liability, fine or penalty. Each Employee Benefit Plan, related trust agreement, arrangement and commitment of Borrower or any ERISA Affiliate is legally valid and binding and in full force and effect. No Employee Benefit Plan is being audited or investigated by any government agency or is subject to any pending or threatened claim or suit. Neither Borrower nor any ERISA Affiliate nor any fiduciary of any Employee Benefit Plan has engaged in a prohibited transaction under section 406 of ERISA or section 4975 of the IRC.

          (iii) Neither Borrower nor any ERISA Affiliate contributes to or has any material contingent obligations to any Multiemployer Plan. Neither Borrower nor any ERISA Affiliate has incurred any material liability (including secondary liability) to any Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under Section 4201 of ERISA or as a result of a sale of assets described in Section 4204 of ERISA. Neither Borrower nor any ERISA Affiliate has been notified that any Multiemployer Plan is in reorganization or insolvent under and within the meaning of Section 4241 or Section 4245 of ERISA or that any Multiemployer Plan intends to terminate or has been terminated under Section 4041A of ERISA.

          (n) Patent and Other Rights. Except as disclosed in the 10-Q report filed by Borrower with the Securities and Exchange Commission for the fiscal quarter ended June 4, 1999, Borrower and its Material Subsidiaries own, license or otherwise have the full right to use, under validly existing agreements, all material patents, licenses, trademarks,

          (o) Governmental Charges. Borrower and its Subsidiaries have filed or caused to be filed all tax returns or requests for extension which are required to be filed by them. Borrower and its Subsidiaries have paid, or made provision for the payment of, all taxes and other Governmental Charges which have or may have become due pursuant to said returns or otherwise and all other indebtedness, except such Governmental Charges or indebtedness, if any, which are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided or which are not reasonably likely to have a Material Adverse Effect if unpaid.

          (p) Margin Stock. Borrower owns no Margin Stock which, in the aggregate, would constitute a substantial part of the assets of Borrower, and no proceeds of any Loan will be used to purchase or carry, directly or indirectly, any Margin Stock or to extend credit, directly or indirectly, to any Person for the purpose of purchasing or carrying any Margin Stock.

          (q) Subsidiaries, Etc. Schedule 4.01(q) (as supplemented by Borrower from time to time in a written notice to Administrative Agent pursuant to Subparagraph 5.01(a)(iii)) sets forth each of Borrower's Subsidiaries, its jurisdiction of organization, the classes of its Equity Securities and the percentages of shares of each such class owned directly or indirectly by Borrower.

          (r) Solvency, Etc. Borrower is Solvent and, after the execution and delivery of the Credit Documents and the consummation of the transactions contemplated thereby, will be Solvent.

          (s) Catastrophic Events. Neither Borrower nor any of its Subsidiaries and none of their properties is or has been affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or other casualty that is reasonably likely to have a Material Adverse Effect. There are no disputes presently subject to grievance procedure, arbitration or litigation under any of the collective bargaining agreements, employment contracts or employee welfare or incentive plans to which Borrower or any of its Subsidiaries is a party, and there are no strikes, lockouts, work stoppages or slowdowns, or, to the best knowledge of Borrower, jurisdictional disputes or organizing activities occurring or threatened which alone or in the aggregate are reasonably likely to have a Material Adverse Effect.

          (t) No Material Adverse Effect. No event has occurred and no condition exists which is reasonably likely to have a Material Adverse Effect.

          (u) Year 2000 Compatibility. The 10-Q report filed by Borrower with the Securities and Exchange Commission for the fiscal quarter ended June 4, 1999, describes the actions which Borrower and its Subsidiaries have taken, are planning to take or are taking to address the "Year 2000 Problem" (that is, the risk that computer applications

          (iii) Contemporaneously with the quarterly and year-end Financial Statements required by the foregoing clauses (i) and (ii), a compliance certificate of the chief executive officer, chief financial officer or treasurer of Borrower (a "Compliance Certificate") which (A) states that the representations and warranties of Borrower set forth in Paragraph 4.01 and in the other Credit 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) and no Default has occurred and is continuing, or, if any such Default has occurred and is continuing, a statement as to the nature thereof and what action Borrower proposes to take with respect thereto; (B) sets forth, for the quarter, year or other applicable period covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Subparagraph 5.02(f) and Paragraph 5.03; (C) upon Administrative Agent's request, attaches copies of any letters being provided routinely to requesting vendors or customers at such time describing the Year 2000 remediation efforts of Borrower and its Subsidiaries and (D) lists all Subsidiaries of Borrower and identifies each such Subsidiary which is a Material Subsidiary;

          (iv) As soon as available and in no event later than forty-five (45) days after the last day of each fiscal quarter of Borrower, a certificate of the chief financial officer or treasurer of Borrower which sets forth the calculation of Borrower's Debt/EBITDA Ratio for the consecutive four-quarter period ending as of such date;

          (v) As soon as possible and in no event later than five (5) Business Days after any officer of Borrower knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual litigation, suits or claims against Borrower or any of its Subsidiaries which individually asserts a claim for monetary damages payable by Borrower or its Subsidiaries of $10,000,000 or more; (C) any other event or condition which is reasonably likely to have a Material Adverse Effect; or (D) any Default; the statement of the chief executive officer, chief financial officer or treasurer of Borrower setting forth details of such event, condition or Default and the action which Borrower proposes to take with respect thereto;

          (vii) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the operations or condition (financial or otherwise) of Borrower or its Subsidiaries, and compliance by Borrower with the terms of this Agreement and the other Credit Documents as Administrative Agent may from time to time reasonably request.

          (c) Inspections. Borrower and its Subsidiaries shall permit Administrative Agent and each Lender, or any agent or representative thereof, upon reasonable notice and during normal business hours and to the extent reasonably necessary for the administration of the Obligations, to visit and inspect any of the properties and offices of Borrower and its Material Subsidiaries, to examine the books and records of Borrower and its Subsidiaries and make copies thereof, and to discuss the affairs, finances and business of Borrower and its Subsidiaries with, and to be advised as to the same by, their officers and, after prior written notice to Borrower, their auditors and accountants, all at such times and intervals as Administrative Agent or any Lender may reasonably request; provided, however, (i) unless an Event of Default shall have occurred and be continuing, any such visit and inspection shall be made at the sole expense of Administrative Agent or the Lender whose agent or representative is making such visit and inspection and (ii) when an Event of Default exists, any such visit and inspection shall be made at the sole expense of Borrower.

          (ii) Carry and maintain each policy for such insurance with (A) a company which is rated A or better by A.M. Best and Company at the time such

          (iii) Deliver to Administrative Agent upon request not more than once each year schedules setting forth all insurance then in effect.

          (f) Use of Proceeds. Borrower shall use the proceeds of the Loans only for the respective purposes set forth in Paragraph 2.05. Borrower shall not use any part of the proceeds of any Loan, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of purchasing or carrying or trading in any securities under such circumstances as to involve Borrower, any Lender or Administrative Agent in a violation of Regulations T, U or X issued by the Federal Reserve Board.

          (g) General Business Operations. Other than as permitted by Subparagraphs 5.02(c) and 5.02(d), each of Borrower and its Subsidiaries shall (i) preserve and maintain its corporate existence and all of its rights, privileges and franchises reasonably necessary to the conduct of its business, (ii) conduct its business activities in compliance with all Requirements of Law and Contractual Obligations applicable to such Person and (iii) keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted, except, in each case, where any failure is not reasonably likely to have a Material Adverse Effect. Borrower shall maintain its chief executive office and principal place of business in the United States.

          (h) Year 2000 Compatibility. Borrower and its Subsidiaries shall take all acts reasonably necessary to ensure that all software, hardware, firmware, equipment, goods and systems utilized by or material to their business operations or financial condition will properly perform date sensitive functions before, during and after the year 2000 except where the failure to do so would not have a Material Adverse Effect.

          (i) Pari Passu Ranking. Borrower shall take, or cause to be taken, all actions necessary to ensure that the Obligations of Borrower are and continue to rank at least pari passu in right of payment with all other unsecured Indebtedness of Borrower.

          (ii) Indebtedness of Borrower and its Subsidiaries listed in Schedule 5.02(a) and existing on the date of this Agreement which does not otherwise qualify as Permitted Indebtedness;

          (iii) Indebtedness of Borrower and its Subsidiaries arising from the endorsement of instruments for collection in the ordinary course of their businesses;

          (iv) Indebtedness of Borrower and its Subsidiaries for trade accounts payable, provided that (A) such accounts arise in the ordinary course of business and (B) no material part of any such account is more than ninety (90) days past due (unless subject to a bona fide dispute and for which adequate reserves have been established);

          (v) Indebtedness of Borrower and its Subsidiaries under Rate Contracts, provided that, at the time each Rate Contract is entered into, such Rate Contract is for bona fide hedging operations and not for speculation;

          (vi) Indebtedness of Borrower and its Subsidiaries under initial or successive refinancings of any Indebtedness permitted by clause (ii) above, provided that (A) the principal amount of any such refinancing does not exceed the principal amount of the Indebtedness being refinanced and (B) the material terms and provisions of any such refinancing (including maturity, redemption, prepayment, default and subordination provisions) are no less favorable to Lenders than the Indebtedness being refinanced;

          (vii) Indebtedness of Borrower and its Subsidiaries with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business (including surety or similar bonds issued in connection with the stay of a proceeding of the type described in Subparagraph 6.01(h));

          (viii) Guaranty Obligations of Borrower in respect of Permitted Indebtedness of its Subsidiaries;

          (ix) Indebtedness of Borrower to any of its Subsidiaries, Indebtedness of any of Borrower's Subsidiaries to Borrower or Indebtedness of any of Borrower's Subsidiaries to any of Borrower's other Subsidiaries;

          (ii) Liens listed in Schedule 5.02(b) and existing on the date of this Agreement which do not otherwise qualify as Permitted Liens;

          (iii) Liens for taxes or other Governmental Charges not at the time delinquent or thereafter payable without penalty or being contested in good faith, provided that adequate reserves for the payment thereof have been established in accordance with GAAP;

          (iv) Liens of carriers, warehousemen, mechanics, materialmen, vendors, and landlords and other similar Liens imposed by law incurred in the ordinary course of business for sums not overdue more than 45 days or being contested in good faith, provided that adequate reserves for the payment thereof have been established in accordance with GAAP;

          (v) Deposits under workers' compensation, unemployment insurance and social security laws or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or to secure statutory obligations of surety or appeal bonds or to secure indemnity, performance or other similar bonds in the ordinary course of business;

          (vi) Zoning restrictions, easements, rights-of-way, title irregularities and other similar encumbrances, which alone or in the aggregate are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of Borrower or any of its Subsidiaries;

          (vii) Banker's Liens and similar Liens (including set-off rights) in respect of bank deposits;

          (viii) Liens on any property or assets acquired, or on the property or assets of any Persons acquired, by Borrower or any of its Subsidiaries after the date of this Agreement pursuant to Subparagraph 5.02(d), provided that (A) such

          (ix) Judgement Liens, provided that such Liens do not constitute an Event of Default under Subparagraph 6.01(h);

          (xi) Liens securing purchase money loans and Capital Leases incurred by Borrower and its Subsidiaries to finance their acquisition of real property, fixtures or equipment provided that (A) in each case, the Indebtedness secured by such Liens (1) is incurred by such Person at the time of, or not later than ninety (90) days after, the acquisition by such Person of the property so financed, (2) does not exceed the purchase price of the property so financed; and (3) constitutes Permitted Indebtedness under Subparagraph 5.02(a); and (B) in each case, such Lien (1) covers only those assets, the acquisition of which was financed by such Permitted Indebtedness, and (2) secures only such Permitted Indebtedness; and provided, further, that this clause (xi) shall apply to Liens incurred to finance the costs incurred by Adobe Systems Europe, Ltd. to acquire real property in Scotland prior to the date of this Agreement, construct improvements thereon and install fixtures and equipment therein prior to completion so long as the Indebtedness secured thereby meets all of the foregoing requirements except clause (A)(1);

          (xii) Liens on the property or assets of any Subsidiary of Borrower in favor of Borrower or any other Subsidiary of Borrower;

          (xiii) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by the Liens described in clause (ii) or (xi) above, provided that any extension, renewal or replacement Lien (A) is limited to the property covered by the existing Lien and (B) secures Indebtedness which is no greater in amount and has material terms no less favorable to Lenders than the Indebtedness secured by the existing Lien; and

          (xiv) Other Liens, provided that (A) the Indebtedness secured by such other Liens constitutes Permitted Indebtedness under Subparagraph 5.02(a) and (B) the aggregate principal amount of such Indebtedness outstanding at any time does not exceed ten percent (10%) of Borrower's Net Worth determined as of the last day of the immediately preceding fiscal quarter.

          (ii) Sales by Borrower and its Subsidiaries of surplus, damaged, worn or obsolete equipment or inventory in the ordinary course of their businesses;

          (iii) Sales by Borrower and its Subsidiaries or other dispositions of Investments permitted by Subparagraph 5.02(e); (iv) Sales or assignments by Borrower and its Subsidiaries of defaulted receivables to a collection agency in the ordinary course of their businesses;

          (v) Licenses by Borrower and its Subsidiaries of their products, patents, copyrights, trademarks, trade names, trade secrets, service marks and any other intellectual property in the ordinary course of their businesses;

          (vi) Sales by Borrower and its Subsidiaries of closed facilities which are for cash and do not exceed $55,000,000 in the aggregate during the term of this Agreement;

          (vii) Sales, licenses or other dispositions of assets and property by Borrower to any of Borrower's Subsidiaries or by any of Borrower's Subsidiaries to Borrower or any of its other Subsidiaries; and

          (viii) Other sales, leases, transfers and disposals by Borrower and its Subsidiaries of assets and property, provided that(A) no Default has occurred and is continuing on the date of, or will result after giving effect to, any such sale, lease, transfer or disposal and (B) the aggregate book value of all such assets and property so sold, leased, transferred or otherwise disposed of in any fiscal year does not exceed ten percent (10%) of Borrower's Net Worth determined as of the last day of the immediately preceding fiscal year.

          (ii) Any Subsidiary of Borrower may dissolve after transferring or distributing its assets to Borrower or any of its Subsidiaries, provided that no Default has occurred and is continuing on the date of, or will result after giving effect to, any such dissolution; and

          (ii) Investments listed in Schedule 5.02(e) existing on the date of this Agreement which are not otherwise permitted by the investment policy of Borrower set forth in Schedule 5.02(e);

          (iii) Investments received by Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of customers and suppliers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

          (iv) Investments arising from rights received by Borrower and its Subsidiaries upon the required payment of any permitted Indebtedness of Borrower and its Subsidiaries;

          (v) Investments consisting of loans to employees, officers and directors of Borrower or its Subsidiaries;

          (vi) Investments by Borrower and its Subsidiaries in Rate Contracts, provided that, at the time each Rate Contract is entered into, such Rate Contract is for bona fide hedging operations and not for speculation;

          (vii) Deposit accounts;

          (viii) Investments permitted by Subparagraph 5.02(d);

          (ix) Investments by Borrower and its Subsidiaries in each other;

          (x) Venture capital Investments made by Borrower and/or its Subsidiaries and Adobe Ventures, L.P., Adobe Ventures II, L.P. and any other venture capital partnership in which all of the limited partners are Borrower, its Subsidiaries, its Affiliates or employees of Borrower or its Subsidiaries

          (xii) Other Investments, provided that:

          (B) The aggregate consideration paid (including Indebtedness incurred) by Borrower and its Subsidiaries for all such Investments in any fiscal year does not exceed ten percent (10%) of Borrower's Net Worth determined as of the last day of the immediately preceding fiscal year.

          (ii) Any Subsidiary of Borrower may pay dividends to or repurchase its capital stock from Borrower;

          (iii) Adobe Incentive Partners may make Adobe Incentive Partners Distributions and any VC Partnership may make distributions to its partners;

          (v) Borrower may pay other dividends on its capital stock in cash or repurchase its capital stock for cash, provided that:

          (B) If the Debt/EBITDA Ratio of Borrower for any consecutive four-quarter period is equal to or greater than 1.25:1.00, the sum of Borrower's Net Share Repurchases and cash dividends (excluding dividends payable pursuant to clauses (ii) and (iii) above) for the next succeeding quarter shall not exceed forty percent (40%) of Borrower's EBITDA for such consecutive four-quarter period.

          (ii) Neither Borrower nor any of its Subsidiaries shall (A) engage in any transaction prohibited by any Governmental Rule applicable to any Foreign Plan, (B) fail to make full payment when due of all amounts due as contributions to any Foreign Plan or (C) otherwise fail to comply with the requirements of any Governmental Rule applicable to any Foreign Plan, where singly or cumulatively, the above would be reasonably likely to have a Material Adverse Effect.

          (k) Accounting Changes. Neither Borrower nor any of its Subsidiaries shall change (i) its fiscal year (currently ending the Friday closest to November 30) or (ii) its accounting practices except as required by GAAP.

          (b) Debt/EBITDA Ratio. Borrower shall not permit its Debt/EBITDA Ratio for any consecutive four-quarter period to be greater than 2.50.

          (c) Fixed Charge Coverage Ratio. Borrower shall not permit its Fixed Charge Coverage Ratio for any consecutive four-quarter period to be less than 2.25.

          (b) Specific Defaults. Borrower or any of its Subsidiaries shall fail to observe or perform any covenant, obligation, condition or agreement set forth in Paragraph 5.02 or Paragraph 5.03; or

          (c) Other Defaults. Borrower or any of its Subsidiaries shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Agreement or the other Credit Documents and such failure shall continue for fifteen (15) Business Days after the earlier of (i) Borrower's written acknowledgement of such failure and (ii) Administrative Agent's or any Lender's written notice to Borrower of such failure; or

          (d) Representations and Warranties. Any written representation, warranty, certificate, information or other statement (financial or otherwise) made or furnished by Borrower or any of its Subsidiaries to Administrative Agent or any Lender in or in connection with this Agreement or any of the other Credit Documents shall be false, incorrect, incomplete or misleading in any material respect when made or furnished and either:

          (ii) Such representation, warranty, certificate, information or other statement continues to be false, incorrect, incomplete or misleading in any material respect thirty (30) days after the earlier of (A) Borrower's written acknowledgement that such representation, warranty, certificate, information or other statement was false, incorrect, incomplete or misleading in any material respect and (B) Administrative Agent's or any Lender's written notice to Borrower to such effect; or

          (f) Insolvency, Voluntary Proceedings. Borrower or any of its Material Subsidiaries shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated in full or in part except as otherwise permitted by Subparagraph 5.02(d)(ii), (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) take any action for the purpose of effecting any of the foregoing; or

          (g) Involuntary Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Borrower or any of its Material Subsidiaries or of all or

          (h) Judgments. (i) One or more judgments, orders, decrees or arbitration awards requiring Borrower and/or its Subsidiaries to pay an aggregate amount of $10,000,000 or more (exclusive of amounts covered by insurance issued by an insurer not an Affiliate of Borrower and otherwise satisfying the requirements set forth in Subparagraph 5.01(d)) shall be rendered against Borrower and/or any of its Subsidiaries in connection with any single or related series of transactions, incidents or circumstances and the same shall not be satisfied, vacated or stayed for a period of ten (10) consecutive days; (ii) any judgment, writ, assessment, warrant of attachment, tax lien or execution or similar process shall be issued or levied against a substantial part of the property of Borrower and its Subsidiaries taken as a whole and the same shall not be released, stayed, vacated or otherwise dismissed within ten (10) days after issue or levy; or (iii) any other judgments, orders, decrees, arbitration awards, writs, assessments, warrants of attachment, tax liens or executions or similar processes which, alone or in the aggregate, are reasonably likely to have a Material Adverse Effect are rendered, issued or levied; or

          (i) Credit Documents. The Credit Documents, taken as a whole, shall cease to provide Administrative Agent or any Lender the practical realization of the material rights and remedies intended to be provided thereunder or be asserted by Borrower or any of its Subsidiaries not to be a legal, valid and binding obligation of Borrower or any of its Subsidiaries enforceable in accordance with its terms; or

          (j) Employee Benefit Plans. Any Reportable Event which constitutes grounds for the termination of any Employee Benefit Plan by the PBGC or for the appointment of a trustee by the PBGC to administer any Employee Benefit Plan shall occur, or any Employee Benefit Plan shall be terminated within the meaning of Title IV of ERISA or a trustee shall be appointed by the PBGC to administer any Employee Benefit Plan; or

          (k) Change of Control. Any Change of Control shall occur; or

          (l) Material Adverse Effect. Any event(s) or condition(s) which is (are) reasonably likely to have a Material Adverse Effect shall occur or exist.

Lender

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