Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”), dated as of February 26, 2008, among ADOBE SYSTEMS INCORPORATED, a Delaware corporation (“ Borrower ”), each lender from time to time party to the Credit Agreement referred to below (each, a “ Lender ”, and collectively, the “ Lenders ”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”).

RECITALS

A.            The Borrower, the Lenders, and the Administrative Agent are party to a Credit Agreement dated as of February 16, 2007, as amended by that Amendment to Credit Agreement dated as of August 13, 2007 (as so amended, the “ Credit Agreement ”), pursuant to which the Administrative Agent and the Lenders have extended certain credit facilities to the Borrower.

B.            The Borrower has requested that the Administrative Agent and the Lenders agree to an extension of the Maturity Date.  After taking into account certain assignments of Commitments by certain Lenders, the Lenders are each willing to extend the existing Maturity Date by one year, subject to the terms and conditions hereof.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.             Defined Terms .  Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to such terms in the Credit Agreement.  As used herein, “ Amendment Documents ” means this Amendment, the Credit Agreement (as amended by this Amendment), and each certificate and other document executed and delivered by the Borrower pursuant to Section 5 hereof.

2.             Interpretation .  The rules of interpretation set forth in Sections 1.02 , 1.03 , 1.04 , 1.05 , 1.06 and 1.07 of the Credit Agreement shall be applicable to this Amendment and are incorporated herein by this reference.

3.             Amendments to Credit Agreement .  Subject to the terms and conditions hereof, and with effect from and after the Effective Date, the Credit Agreement shall be amended as follows:

(a)           Section 1.01 of the Credit Agreement shall be amended at the definition of “Maturity Date” by deleting the phrase “February 16, 2012” and inserting in lieu thereof “February 16, 2013”.

(b)           Schedule 2.01 of the Credit Agreement shall be amended and restated to read as set forth at Annex I hereto.

4.             Representations and Warranties .  The Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a)           No Default has occurred and is continuing.

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(b)           The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable.

(c)           The Amendment Documents constitute the legal, valid and binding obligations of the Borrower and are enforceable against it in accordance with their respective terms, without defense, counterclaim or offset.

(d)           All representations and warranties of the Borrower contained in Article V of the Credit Agreement are true and correct on and as of the Effective Date, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they were true and correct as of such earlier date.

(e)           The Borrower is entering into this Amendment on the basis of its own investigation and for its own reasons, without reliance upon the Administrative Agent, the Lenders or any other Person.

(f)            There exist no Subsidiary Guarantors or Designated Borrowers as of the Effective Date.

5.             Effective Date .

(a)           This Amendment will become effective when each of the following conditions precedent has been satisfied (the “ Effective Date ”):

(i)            The Administrative Agent shall have received from the Borrower and each of the Lenders a duly executed original (or, if elected by the Administrative Agent, an executed facsimile copy) counterpart to this Amendment.

(ii)           The Administrative Agent shall have received in relation to each assignment of Loans and Commitments undertaken in connection with this Amendment (together, “ Additional Commitment Lenders ”) a fully-executed original (or, if elected by the Administrative Agent, an executed facsimile copy) counterpart to the Assignment and Assumption relating thereto, in compliance with Section 10.06(b)  of the Credit Agreement, together with the processing fee (if any) required under Section 10.06(b)(iv) , which Assignments and Assumptions shall be deemed effective immediately prior to the Effective Date.

(iii)          The Administrative Agent shall have received from the Borrower a certificate signed by the secretary or assistant secretary of the Borrower, dated the Effective Date, in form and substance satisfactory to the Administrative Agent, and certifying evidence of the authorization of the execution, delivery and performance by the Borrower of this Amendment.

(iv)          The Administrative Agent shal