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Table of Contents
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
100
We may redeem the Notes at any time, subject to a make-whole premium. In addition, upon the occurrence of certain change
of control triggering events, we may be required to repurchase the Notes, at a price equal to 101% of their principal amount, plus
accrued and unpaid interest to the date of repurchase. The Notes also include covenants that limit our ability to grant liens on
assets and to enter into sale and leaseback transactions, subject to significant allowances. As of November 27, 2015, we were in
compliance with all of the covenants.
In February 2015, we made semi-annual interest payments on our 2015 and 2020 Notes totaling $31.1 million. In August
2015, we made semi-annual interest payments on our 2020 and 2025 Notes totaling $38.1 million.
Credit Agreement
On March 2, 2012, we entered into a five-year $1 billion senior unsecured revolving credit agreement (the “Credit
Agreement”), providing for loans to us and certain of our subsidiaries. Pursuant to the terms of the Credit Agreement, we may,
subject to the agreement of the applicable lenders, request up to an additional $500 million in commitments, for a maximum
aggregate commitment of $1.5 billion. Loans under the Credit Agreement will bear interest at either (i) LIBOR plus a margin,
based on our public debt ratings, ranging from 0.795% and 1.3% or (ii) the base rate, which is defined as the highest of (a) the
agent’s prime rate, (b) the federal funds effective rate plus 0.50% or (c) LIBOR plus 1.00% plus a margin, based on our debt
ratings, ranging from 0.00% to 0.30%. Commitment fees are payable quarterly at rates between 0.08% and 0.20% per year, also
based on our debt ratings. Subject to certain conditions stated in the Credit Agreement, we and any of our subsidiaries designated
as additional borrowers may borrow, prepay and re-borrow amounts under the revolving credit facility at any time during the term
of the Credit Agreement.
The Credit Agreement contains customary representations, warranties, affirmative and negative covenants, including a
financial covenant, events of default and indemnification provisions in favor of the lenders. The negative covenants include
restrictions regarding the incurrence of liens and indebtedness, certain merger and acquisition transactions, dispositions and other
matters, all subject to certain exceptions. The financial covenant, based on a quarterly financial test, requires us not to exceed a
maximum leverage ratio.
On March 1, 2013, we exercised an option under the Credit Agreement to extend the maturity date of the Credit Agreement
by one year to March 2, 2018.
On July 27, 2015, we entered into an amendment to further extend the maturity date of the Credit Agreement to July 27,
2020 and reallocated the facility among the syndicate of lenders that are parties to the Credit Agreement.
The facility will terminate and all amounts owing thereunder will be due and payable on the maturity date unless (a) the
commitments are terminated earlier upon the occurrence of certain events, including an event of default, or (b) the maturity date
is further extended upon our request, subject to the agreement of the lenders.
As of November 27, 2015, there were no outstanding borrowings under this Credit Agreement and we were in compliance
with all covenants.