AMENDMENT NO. 1 TO AMENDED, RESTATED AND CONSOLIDATED MASTER LEASE OF LAND AND IMPROVEMENTS

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Exhibit 10.68

AMENDMENT NO. 1 TO AMENDED, RESTATED AND CONSOLIDATED
MASTER LEASE OF LAND AND IMPROVEMENTS

THIS AMENDMENT NO. 1 TO AMENDED, RESTATED AND CONSOLIDATED MASTER LEASE OF LAND AND IMPROVEMENTS (this "Amendment"), dated as of October 8, 1999, is entered into by and between:

(1) ADOBE SYSTEMS INCORPORATED, a Delaware corporation ("Tenant"); and

(2) SUMITOMO BANK LEASING AND FINANCE, INC., a Delaware corporation ("Landlord").

RECITALS

A. Tenant and Landlord are parties to that certain Amended, Restated and Consolidated Master Lease of Land and Improvements, dated as of August 11, 1999 (the "Lease").

B. In connection with the Lease, Landlord entered into a Participation Agreement, dated as of August 11, 1999, with Tenant, certain financial institutions from time to time parties thereto (the "Rent Purchasers") and ABN AMRO Bank N.V., as agent for the Rent Purchasers (in such capacity, "Administrative Agent"), and a Rent Purchase Agreement, dated as of August 11, 1999, with the Rent Purchasers and Administrative Agent, pursuant to which the Rent Purchasers purchased an interest in the Lease from Landlord.

C. Tenant has requested that the insurance provisions in the Lease be amended and Landlord is willing so to amend the Lease upon the terms and subject to the conditions set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Tenant and Landlord hereby agree as follows:

1. Definitions, Interpretation. All capitalized terms defined above and elsewhere in this Amendment shall be used herein as so defined. Unless otherwise defined herein, all other capitalized terms used herein shall have the respective meanings given to those terms Appendix A to the Lease. The rules of construction set forth in Appendix A to the Lease shall, to the extent not inconsistent with the terms of this Amendment, apply to this Amendment and are hereby incorporated by reference.

2. Amendments to Lease. Subject to the satisfaction of the conditions set forth in Paragraph 5 below, the Lease is hereby amended as follows:

(a)

Clause (b) of Section 9.3 is amended to read in its entirety as follows:

(b): on and after September 15, 1999, earthquake coverage for the Improvements (excluding any Tenant's Property) in an amount not less than $10,000,000, with a deductible not more than five percent (5%) of than the total value of the Improvements insured; and

(b): The fifth sentence of Section 9.4 is amended to read in its entirety as follows:

The certificates shall state that such insurance is in full force and effect and that coverage will not be reduced below the amounts required under this Article IX or otherwise limited or canceled without ten (10) days' prior written notice to Landlord and Administrative Agent in the case of any cancellation for non-payment of premiums and thirty (30) days' prior written notice to Landlord and Administrative Agent in the case of any reduction, limitation or cancellation for any other reason.

3. Waiver. Subject to the satisfaction of the conditions set forth in Paragraph 5 below, Landlord hereby waives any Event of Default arising out of Tenant's failure to provide earthquake insurance with a deductible of not more than $1,000,000 or a certificate of insurance stating that coverage will not be canceled without thirty (30) days' prior written notice.

4. Representations and Warranties. Tenant hereby represents and warrants to Landlord, the Rent Purchasers and Administrative Agent that the following are true and correct on the date of this Amendment and that, after giving effect to the amendments set forth in Paragraph 2 above, the following will be true and correct on the Effective Date (as defined below):

(a) The representations and warranties of Tenant set forth in Section 21.18 of the Lease and in the other Operative 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);

(b) No Default has occurred and is continuing; and

(Without limiting the scope of the term "Operative Documents," Tenant expressly acknowledges in making the representations and warranties set forth in this Paragraph 4 that, on and after the date hereof, such term includes this Amendment.)

5. Effective Date. The amendments effected by Paragraph 2 above and the waiver effected by Paragraph 3 above shall become effective on the date (the "Effective Date") that Landlord and Administrative Agent receive each of the following, each in form and substance satisfactory to Landlord and Administrative Agent and their respective counsel:

(a) The Consent to Amendment duly executed by Majority Rent Purchasers;

(b) This Amendment duly executed by Tenant and Landlord;

(c) All fees and expenses payable to Landlord, the Rent Purchasers and Administrative Agent on or prior to the Effective Date;

(d) All fees and expenses of Landlord's and Administrative Agent's counsels through the Effective Date, to the extent set forth in statements of such counsels delivered to Lessee on or before the Effective Date; and

(e) Such other evidence as Landlord or Administrative Agent may reasonably request to establish the accuracy and completeness in all material respects of the representations and warranties and the compliance with the terms and conditions contained in this Amendment and the other Operative Documents.

6. Effect of this Amendment. On and after the Effective Date, each reference in the Lease and the other Operative Documents to the Lease shall mean the Lease as amended hereby. Except as specifically amended above, (a) the Lease and the other Operative Documents shall remain in full force and effect and are hereby ratified and affirmed and (b) the execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of Landlord, the Rent Purchasers or Administrative Agent, nor constitute a waiver of any provision of the Lease or any other Operative Document.

7. Miscellaneous.

(a) Counterparts. This Amendment may be executed in any number of identical counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a complete, executed original for all purposes.

(b) Headings. Headings in this Amendment are for convenience of reference only and are not part of the substance hereof.

(c) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California without reference to conflicts of law rules.

[Signature pages follow]

IN WITNESS WHEREOF, Tenant and Landlord have caused this Amendment to be executed as of the day and year first above written.

TENANT:	ADOBE SYSTEMS INCORPORATED
	By:	/s/ XXXXXX X. XXXXXX
		Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and CFO
LANDLORD:	SUMITOMO BANK LEASING AND FINANCE, INC.
	By:	/s/ XXXXX XXXXXX
		Name: Xxxxx XxXxxx Title: Managing Director

CONSENT TO AMENDMENT

The undersigned hereby consents to the execution of Amendment No. 1 to Amended, Restated and Consolidated Master Lease of Land and Improvements between Adobe Systems Incorporated, as Tenant, and Sumitomo Bank Leasing and Finance, Inc., as Landlord, in the form attached hereto as Exhibit A and to the amendment and waiver contained therein.

RENT PURCHASERS:	ABN AMRO BANK N.V.
	By:	/s/ XXXXX XXXXXX
	Name: Xxxxx Xxxxxx Title: Group Vice President
	By:	/s/ XXX X. XXXXXX
	Name: Xxx X. Xxxxxx Title: Assistant Vice President
	Date: October 8, 0000
	XXXX XX XXXXXXX, N.A.
	By:	/s/ XXXXX KORHOMEN
	Name: Xxxxx Korhomen Title:
	Date: October 6, 1999
	BANK HAPOALIM B.M.
	By:	/s/ XXXX RIO	/s/ XXXX XXXXXX

	Name: Xxxx Rio		Xxxx Xxxxxx
	Title: Vice President		Vice President
	Date: October 8, 1999
	BANK OF MONTREAL
	By:
	Name: Title:
	Date:

BANQUE NATIONALE DE PARIS
By:	/s/ XXXXXXX X. XXXXXXXXXXX	/s/ XXXXXXX X. XXXXXX

Name: Xxxxxxx X. XxXxxxxxxxx		Xxxxxxx X. Xxxxxx
Title: Vice President		Vice President
Date: October 8, 1999
BANK ONE, NA (f/k/a THE FIRST NATIONAL BANK OF CHICAGO)
By:	/s/ XXXX X. XXXXX
Name: Xxxx X. Xxxxx Title: First Vice President
Date: October 8, 1999
FIRST UNION NATIONAL BANK
By:	/s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx Title: Vice President
Date: October 6, 1999
FLEET NATIONAL BANK
By:	/s/ XXXXXX X. XXXXXXXXXX
Name: Xxxxxx X. Xxxxxxxxxx Title: Senior Vice President
Date: October 5, 1999
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:	/s/ HEN IWAPA
Name: Hen Iwapa Title: Senior Vice President and Manager
Date: October 8, 1999

		KEYBANK NATIONAL ASSOCIATION
		By:	/s/ XXXX X. XXXXX
		Name: Xxxx X. Xxxxx Title: Assistant Vice President
		Date: October 5, 1999
		MELLON BANK, N.A.
		By:	/s/ XXXXXXXX X. XXXX
		Name: Xxxxxxxx X. Xxxx Title: Vice President
		Date: October 7, 1999
		THE NORTHERN TRUST COMPANY
		By:	/s/ XXXXX X. XXXXXXXX
		Name: Xxxxx X. Xxxxxxxx Title: Vice President
		Date: October 7, 1999
		THE ROYAL BANK OF SCOTLAND PLC
		By:	/s/ XXXXX X. XXXXXXXXX
		Name: Xxxxx X. Xxxxxxxxx Title: Vice President
		Date: October 8, 1999

		UBS AG, Stamford Branch
		By:	/s/ XXXXXX X. XXXXX III
		Name: Xxxxxx X. Xxxxx III Title: Executive Director
		By:	/s/ XXXXXXX SAINT
		Name: Xxxxxxx Saint Title: Associate Director, Loan Portfolio Support, US
		Date: October 8, 1999

EXHIBIT A

AMENDMENT NO. 1 TO AMENDED, RESTATED AND CONSOLIDATED
MASTER LEASE OF LAND AND IMPROVEMENTS

THIS AMENDMENT NO. 1 TO AMENDED, RESTATED AND CONSOLIDATED MASTER LEASE OF LAND AND IMPROVEMENTS (this "Amendment"), dated as of , 1999, is entered into by and between: