Activision Blizzard | SEC Filing

View:

Download DOC

Download PDF

Download XLS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 13, 2015 (November 13, 2015)

ACTIVISION BLIZZARD, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-15839		95-4803544
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3100 Ocean Park Boulevard, Santa Monica, CA		90405
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 255-2000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 13, 2015, Activision Blizzard, Inc. (the “Company”) entered into the Second Amendment (the “Amendment”) to the Credit Agreement, dated as of October 11, 2013 (as previously amended by the First Amendment, dated as of November 2, 2015, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”), among the Company, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), Bank of America, N.A., as administrative agent and collateral agent for the Lenders, and the several other agents party thereto, primarily to amend certain terms and conditions of the Tranche B-2 Term Loans (as defined in the Existing Credit Agreement). Tranche B-2 Term Loans as amended by the Amendment are herein referred to as the “Tranche A Term Loans.”

Prior to the Amendment, the Existing Credit Agreement provided for an approximately $2.3 billion Tranche B-2 Term Facility (as defined in the Existing Credit Agreement), which was amended pursuant to the Amendment into an approximately $2.3 billion Tranche A Term Facility (as defined in the Credit Agreement).

The Tranche A Term Loans are scheduled to mature on October 11, 2020 and will bear interest, at the Company’s option, at either (a) a base rate equal to the highest of (i) the federal funds rate, plus 1/2 of 1%, (ii) the prime commercial lending rate of Bank of America, N.A. and (iii) the London Interbank Offered Rate (“LIBOR”) for an interest period of one month beginning on such day plus 1.00%, or (b) LIBOR, in each case, plus an applicable interest margin. LIBOR will be subject to a floor of 0% and base rate will be subject to an effective floor of 1.00%. The applicable interest margin for Tranche A Term Loans will range from 1.50% to 2.25% for LIBOR borrowings and from 0.50% to 1.25% for base rate borrowings and will be determined by reference to a pricing grid based on the Company’s Consolidated Total Net Debt Ratio (as defined in the Credit Agreement).

The Amendment requires quarterly principal payments of 0.625% of the stated principal amount of the Tranche A Term Loans, with increases to 1.250% starting on June 30, 2019 and 3.125% starting on June 30, 2020, with the remaining balance payable on the Tranche A Term Loans’ scheduled maturity date of October 11, 2020. Voluntary prepayments of the Tranche A Term Loans are permitted at any time, in minimum principal amounts, without premium or penalty.

The Tranche A Term Loans will be subject to a financial maintenance covenant requiring the Company to maintain a maximum Consolidated Total Net Debt Ratio (as defined in the Credit Agreement) of 4.00 to 1.00, which will decrease to 3.50 to 1.00 (I) after the sixth full fiscal quarter after the Tranche A Term Loans are made or (II) if the Collateral Suspension (as defined below) occurs prior to the date falling 18 months after the Tranche A Term Loans are made, on the later of (x) the last day of the fourth full fiscal quarter after the Tranche A Term Loans are made and (y) the last day of the fiscal quarter in which the Collateral Suspension occurs.

The Tranche A Term Loans will be secured by the same collateral and guaranteed by the same guarantors that secured and guaranteed the Tranche B-2 Term Loans; provided that the security for the Tranche A Term Loans will be automatically suspended (the “Collateral Suspension”) if and for so long as (i) the Company’s existing term loans under the Credit Agreement are repaid in full, (ii) the Company has no other secured indebtedness for borrowed money (with limited exceptions) and (iii) the Company has an investment grade rating from either Standard & Poor’s Financial Services, LLC or Moody’s Investors Service, Inc. (or any of their successors). If the Company incurs secured indebtedness for borrowed money that is not permitted following any suspension of the Tranche A Term Loan security, the Tranche A Term Loan security will be reinstated. The other terms of the Tranche A Term Loans are generally the same as the terms of the Tranche B-2 Term Loans.

A copy of the Amendment is attached as Exhibit 10.1 hereto and incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 with respect to the Amendment is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

10.1 Second Amendment to the Credit Agreement, dated as of October 11, 2013, by and among Activision Blizzard, Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the several other agents party thereto.

Statements Required by the Irish Takeover Rules

The directors of Activision Blizzard, Inc. and the sole manager of ABS Partners I, LLC (in its capacity as the general partner of ABS Partners C.V., a wholly-owned subsidiary of Activision Blizzard, Inc. formed for the purpose of acquiring King Digital Entertainment plc) accept responsibility for the information contained in this Form 8-K. To the best of the knowledge and belief of the directors of Activision Blizzard, Inc. and the sole manager of ABS Partners I, LLC (in its capacity as the general partner of ABS Partners C.V.) (who have taken all reasonable care to ensure that such is the case), the information contained in this Form 8-K is in accordance with the facts and does not omit anything likely to affect the import of such information.

A copy of this communication will be made available by Activision Blizzard free of charge, subject to certain restrictions relating to persons in restricted jurisdictions, on activisionblizzard.acquisitionoffer.com by no later than 12 noon ET/New York time on November 16, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 13, 2015


	ACTIVISION BLIZZARD, INC.


	By:	/s/ Chris B. Walther
		Chris B. Walther
		Chief Legal Officer

EXHIBIT INDEX

Exhibit No.		Description

10.1		Second Amendment to the Credit Agreement, dated as of October 11, 2013, by and among Activision Blizzard, Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the several other agents party thereto.

Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT

SECOND AMENDMENT, dated as of November 13, 2015 (this “Amendment”), to the Credit Agreement (as defined below), is entered into among Activision Blizzard, Inc. (the “Borrower”), each of the other Loan Parties (as defined below), the Lenders party hereto, the Administrative Agent (as defined below) and the Collateral Agent (as defined below).

W I T N E S S E T H:

WHEREAS, the Borrower has entered into that certain Credit Agreement, dated as of October 11, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, including by the First Amendment (as defined below), the “Credit Agreement”), among the Borrower, the Guarantors party thereto from time to time, BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), collateral agent (in such capacity, the “Collateral Agent”), the Swing Line Lender and an L/C Issuer, JPMORGAN CHASE BANK, N.A., as an L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders”);

WHEREAS, the Borrower is a party to that certain Transaction Agreement, dated as of November 2, 2015, pursuant to which it intends to acquire, through one or more of its Subsidiaries, King Digital Entertainment plc (the “2015 Acquisition”);

WHEREAS, in connection with the 2015 Acquisition, the Borrower has entered into the First Amendment to the Credit Agreement, dated as of November 2, 2015 (the “First Amendment”), pursuant to which it established Incremental Term Loans in the form of Tranche B-2 Term Loans in an aggregate principal amount of $2,300,000,000 and made certain other amendments to the Credit Agreement;

WHEREAS, the Borrower wishes to amend the terms and conditions of the Tranche B-2 Term Facility (as defined in the Credit Agreement) as, and subject to the conditions, set forth herein (Tranche B-2 Term Facility as so amended, the “Tranche A Term Facility”) and request that the Credit Agreement be amended to permit and provide for such Tranche A Term Facility;

WHEREAS, pursuant to Section 10.01 of the Credit Agreement the Borrower and the Lenders party to this Amendment, in each case, constituting not less than (i) the Lenders required pursuant to Section 10.01 of the Credit Agreement with respect to each matter set forth in Sections 1.2 and 1.3 below and (ii) Lenders required pursuant to Section 1.5 below, agree to the amendments to the Credit Agreement set forth in Sections 1.2 and 1.3 below.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.1 Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement as amended by this Amendment.

Section 1.2 Tranche A Term Facility Amendments to the Credit Agreement. Effective as of the Second Amendment Effective Date (as defined below) the Credit Agreement is hereby amended as follows (collectively, the “Tranche A Term Facility Amendments”):

(a) By replacing each reference to “Tranche B-2” appearing in the Credit Agreement by reference to “Tranche A”.

(b) By replacing each reference to “4.02” (and not, for the avoidance of doubt, any reference to “4.02(b)”) appearing in the Credit Agreement (other than such reference appearing in the definition of “2015 Closing Date”) by reference to “4.02(a).”

“2015 Revolving Credit Facility Effective Date” means the date after the Second Amendment Effective Date on which the Borrower enters into an agreement with the Lenders party thereto to, among other things, extend the Maturity Date with respect to the Revolving Credit Facility and give the Revolving Credit Lenders the benefit of Section 7.11.

“Collateral Suspension” has the meaning set forth in Section 9.09.

“Limited Collateral Release Condition” has the meaning set forth in Section 9.09.

“Consolidated Total Net Debt Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Total Net Debt of the Borrower and its Restricted Subsidiaries on such date, to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the period of the most recently ended four fiscal quarters for which financial statements are available.

“Consolidated Total Net Debt Financial Covenant Event of Default” has the meaning specified in Section 8.01(b).

“Second Amendment” means the Second Amendment, dated as of November 13, 2015, by and among the Borrower, the other Loan Parties, the Administrative Agent, the Collateral Agent and the Lenders party thereto.

“Second Amendment Effective Date” means the date on which the conditions of Section 1.5(a) of the Second Amendment are satisfied.

“Term Loan B Standstill Period” has the meaning specified in Section 8.01(b).

(d) By amending and restating the definition of “2015 Closing Date” in Section 1.01 as follows:

““2015 Closing Date” means the first date on which all the conditions precedent set forth in Section 4.02(b) shall be satisfied

or waived in accordance with the terms of this Agreement and a Certain Funds Credit Extension is made under this Agreement.”

(e) By amending and restating clause (b) of the definition of “Applicable Rate” in Section 1.01 as follows:

“(b) with respect to Tranche A Term Loans, (i) until delivery of financial statements for the first full fiscal quarter commencing on or after the 2015 Closing Date pursuant to Section 6.01, (A) for Eurodollar Rate Loans, 2.00%, (B) for Base Rate Loans, 1.00% and (ii) thereafter, the following percentages per annum, based upon the Consolidated Total Net Debt Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

Applicable Rate

Pricing Level	Consolidated Total Net Debt Ratio	Eurodollar Rate and Letter of Credit Fees		Base Rate
1	< 1.75:1.00	1.50	%	0.50	%
2	> 1.75:1.00	1.75	%	0.75	%
3	> 2.00:1.00	2.00	%	1.00	%
4	> 3.00:1.00	2.25	%	1.25	%

(f) By (I) inserting the following words “or the Consolidated Total Net Debt Ratio, as applicable,” immediately following the words “Consolidated Secured Debt Ratio” appearing in the second paragraph of the definition of “Applicable Rate” in Section 1.01 and (II) replacing the word “a” appearing immediately following the words “immediately following the date” in the second paragraph of the definition of “Applicable Rate” in Section 1.01 by the following words “the applicable.”

(g) By amending and restating the definition of “Base Rate” in Section 1.01 as follows:

““Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%; provided that for purposes of this clause (c), the Base Rate (I) with respect to Initial Term Loans will be deemed not to be less than 1.75% and (II) shall otherwise not be less than 0%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in

such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.”

(h) By amending and restating the definition of “Compliance Certificate” in Section 1.01 as follows:

““Compliance Certificate” means (I) with respect to the Revolving Credit Facility prior to the 2015 Revolving Credit Facility Effective Date (if any), a certificate substantially in the form of Exhibit D-1 hereto and (II) with respect to the Tranche A Term Facility and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Facility, a certificate substantially in the form of Exhibit D-2.”

(i) By (I) inserting the following words “, financial covenant (solely with respect to the Other Revolving Credit Commitments established on the 2015 Revolving Credit Facility Effective Date (if any))” immediately following the word “premiums” appearing in clause (iii) of the definition of “Credit Agreement Refinancing Indebtedness” in Section 1.01 and (II) inserting the following words “(or such shorter period as the Administrative Agent may reasonably agree)” immediately following the words “5 Business Days” appearing in clause (iii) of the definition of “Credit Agreement Refinancing Indebtedness” in Section 1.01.

(j) By amending and restating the third proviso in the definition of “Eurodollar Rate” in Section 1.01 as follows:

“provided further that the Eurodollar Rate with respect to Initial Term Loans and Tranche A Term Loans that bear interest at a rate based on clause (a) of this definition will be deemed not to be less than (I) 0.75% per annum with respect to Initial Term Loans and (II) 0% with respect to the Tranche A Term Loans”

(k) By amending and restating the definition of “Maturity Date” in Section 1.01 as follows:

““Maturity Date” means (i) with respect to the Initial Term Loans and the Tranche A Term Loans, October 11, 2020 and (ii) with respect to the Revolving Credit Facility, October 11, 2018; provided that if either such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.”

(l) By amending and restating clause (a) of Section 1.08 as follows:

“(a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Secured Debt Ratio, the Consolidated Total Net Debt Ratio and the Fixed Charge Coverage Ratio, shall be calculated in the manner prescribed by

this Section 1.08; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.08, when calculating the Consolidated Secured Debt Ratio or the Consolidated Total Net Debt Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) Section 7.09 (other than for the purpose of determining pro forma compliance with Section 7.09) and (iii) Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11), the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.”

(m) By deleting the following words “on the 2015 Closing Date” appearing in Section 2.01(a) and replacing them with the following words “up to two times during the Certain Funds Period.”

(n) By deleting in its entirety clause (iv) of Section 2.05(a).

(o) By amending and restating clause (a) of Section 2.07 as follows:

“(a) Term Loans. The Borrower shall repay to the Administrative Agent (I) for the ratable account of the Initial Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first full fiscal quarter after Closing Date, an aggregate amount equal to 0.25% of the aggregate principal amount of all Initial Term Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Initial Term Loans, the aggregate principal amount of all Initial Term Loans outstanding on such date and (II) for the ratable account of the Tranche A Term Lenders (i) on each date set forth below, an aggregate amount equal to percentage of the aggregate principal amount of all Tranche A Term Loans outstanding on the date when the last Tranche A Term Borrowing is made (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) set forth next to such date below and (ii) on the Maturity Date for the Tranche A Term Loans, the aggregate principal amount of all Tranche A Term Loans outstanding on such date (it being understood that no such payment shall be required prior to the last Business Day of the full fiscal quarter ending after the date when the last Tranche A Term Borrowing is made):

Date	Amount
June 30, 2016	0.625	%
September 30, 2016	0.625	%
December 31, 2016	0.625	%
March 31, 2017	0.625	%
June 30, 2017	0.625	%
September 30, 2017	0.625	%
December 31, 2017	0.625	%
March 31, 2018	0.625	%
June 30, 2018	0.625	%
September 30, 2018	0.625	%
December 31, 2018	0.625	%
March 31, 2019	0.625	%
June 30, 2019	1.250	%
September 30, 2019	1.250	%
December 31, 2019	1.250	%
March 31, 2020	1.250	%
June 30, 2020	3.125	%
September 30, 2020	3.125	%

(p) By (I) inserting the following words “or Revolving Credit Commitments” immediately following the words “Tranche B-2 Term Commitments” appearing in clause (iv) of Section 2.06(a) and (II) inserting the following words “or the Revolving Credit Facility” immediately following the words “Tranche B-2 Term Facility” appearing in clause (iv) of Section 2.06(a).

(q) By amending and restating clause (a) of Section 2.14 of the Credit Agreement as follows:

“(a) The Borrower at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments of any Facility or the addition of a new tranche of the Revolving Credit Facility (each such increase or new Revolving Credit Facility, a “Revolving Commitment Increase”), provided that upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan (other than any Incremental Term Loan under the Tranche A Term Facility to be made during the Certain Funds Period) is made (and after giving effect thereto) no Event of Default shall exist (except in connection with a Permitted Acquisition or Investment in which case no Event of Default pursuant to Section 8.01(a) or (f) shall exist). Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability

under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed, at the time the respective Incremental Amendment becomes effective (and after giving pro forma effect to the Incurrence of Indebtedness in connection therewith), the Maximum Incremental Facilities Amount. Any Revolving Commitment Increase shall be on the same terms and pursuant to the same documentation applicable to the Revolving Credit Facility (including the maturity date in respect thereof) (provided the applicable margin applicable thereto may be increased if necessary to be consistent with that for the Revolving Commitment Increase). The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, which, for the avoidance of doubt, may be unsecured, (b) except in the case of the Tranche A Term Facility, shall not mature earlier than the latest Maturity Date with respect to the Term Loans, (c) except in the case of the Tranche A Term Facility, shall not have a shorter Weighted Average Life to Maturity than the then longest remaining Weighted Average Life to Maturity of the Term Loans, (d) except as set forth above and, in the case of the Tranche A Term Facility, except as set forth below, shall be treated substantially the same as the Initial Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (e) the Applicable Rate for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that (i) until April 11, 2015, the interest rate margins for the Incremental Term Loans shall not be greater than the interest rate margins that may be payable with respect to Term Loans plus 50 basis points (and the interest rate margins applicable to any class of the Term Loans shall be increased to the extent necessary to achieve the foregoing) and (ii) solely for purposes of the foregoing clause (i), (x) the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (z) if the LIBOR or Base Rate “floor” for the Incremental Term Loans is greater than the LIBOR or Base Rate “floor,” respectively, for the

existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing Term Loans shall be equated to an increase in the Applicable Rate, provided that (i) the Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower, provided that, to the extent such terms and documentation are not consistent with, the Initial Term Facility (except to the extent permitted by clauses (b), (c) and (e) above and, in the case of the Tranche A Term Facility, except as permitted by clause (iii) below), they shall be reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of any existing Facility), (ii) subject to clauses (b) and (c) above, the maturity date and the amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof and (iii) the Incremental Amendment with respect to the Tranche A Term Facility may, without the consent of the Lenders (other than any Lender or Additional Lender agreeing to have a Commitment in respect of the Tranche A Term Facility), add a financial covenant solely for the benefit of the Lenders under the Tranche A Term Facility and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Lenders (and not, for the avoidance of doubt, any other Lenders) and make other corresponding changes to the Loan Documents, including provide that (x) only Lenders holding at least a majority of the Tranche A Term Facility and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Facility (voting as one Facility) (and not, for the avoidance of doubt, any other Lenders) shall have the ability to (and be required in order to) amend or waive a breach of such financial covenant, and (y) a breach of such financial covenant shall not constitute an Event of Default with respect to other Facilities or trigger a cross-default under other Facilities until the date on which Tranche A Term Loans and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Loans have been accelerated and/or the Tranche A Term Commitments (if any) and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Commitments have been terminated, in each case, by the Tranche A Term Lenders and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Lenders (voting as one Facility). Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving

Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (it being understood that no existing Lender has an obligation to make an Incremental Term Loan or provide a Revolving Commitment Increase, as applicable) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.06(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any Loan Party other than the Borrower, the Agents or the Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The effectiveness of any Incremental Amendment shall be subject to such conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing

Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans under the applicable Facility made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any reasonable and documented out-of-pocket costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.”

(r) By amending and restating clause (b) of Section 2.15 as follows:

“The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date of such effectiveness of each of the conditions set forth in Section 4.02(a) (which, for the avoid-ance of doubt, shall not require compliance with (x) Section 7.09 or Section 7.11 for any incurrence of Other Term Loans and (y) 4.02(a)(iii) if no Credit Extension is requested on such date) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. For the avoidance of doubt, for the purposes of this Section 2.15(b), references to “Credit Extension” in clauses (i) and (ii) of Section 4.02(a) shall be deemed to refer to the effectiveness of a Refinancing Amendment.”

(s) By inserting the following words “financial covenant (solely with respect to the Extended Revolving Credit Commitments established on the 2015 Revolving Credit

Facility Effective Date (if any)),” immediately following the words “final maturity,” appearing in clause (iv) of Section 2.16(b).

(t) By inserting the following words “financial covenant (solely with respect to the New Revolving Credit Commitments established on the 2015 Revolving Credit Facility Effective Date (if any)),” immediately following the words “final maturity,” appearing in clause (i) of Section 2.16(f).

(u) By adding the following Section 7.11 immediately after Section 7.10:

“Section 7.11 Tranche A Financial Covenant.

Except as otherwise agreed by the Loan Parties and the Required Class Lenders under the Tranche A Term Facility and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Facility (it being understood that such Required Class Lenders shall consent together as one Facility), commencing with the Test Period ending on the last day of the first full fiscal quarter after the 2015 Closing Date, the Borrower shall not permit the Consolidated Total Net Debt Ratio as of the last day of any Test Period ending (I) on or prior to the last day of the sixth full fiscal quarter after the 2015 Closing Date to be greater than 4.00 to 1.00 and (II) thereafter, to be greater than 3.50 to 1.00; provided that if the Collateral Suspension occurs prior to the date falling 18 months after the 2015 Closing Date, the Borrower shall not permit the Consolidated Total Net Debt Ratio as of the later of (x) the last day of any Test Period ending on the last day of the fourth full fiscal quarter after the 2015 Closing Date and (y) the last day of any Test Period in which the Collateral Suspension occurs to be greater than 3.50 to 1.00.”

(v) By amending and restating clause (b) of Section 8.01 as follows:

“(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to the Borrower) or Article VII; provided that (I) a Default as a result of a breach of Section 7.09 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Term Loans, Incremental Term Loans or Extended Term Loans unless and until the Revolving Credit Lenders have declared all amounts outstanding under the Revolving Credit Facility to be immediately due and payable and all outstanding Revolving Credit Commitments to be immediately terminated, in each case in accordance with this Agreement (the “Term Loan Standstill Period”) and (II) a Default as a result of a breach of Section 7.11 (a “Consolidated Total Net Debt Financial Covenant Event of

Default”) shall not constitute an Event of Default with respect to any Facility other than the Tranche A Term Facility and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Facility unless and until the Tranche A Term Lenders and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Lenders (such Required Class Lenders shall consent together as one Facility) have declared all amounts outstanding under the Tranche A Term Facility and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Facility to be immediately due and payable and all outstanding Tranche A Term Commitments and, upon the 2015 Revolving Credit Facility Effective Date (if any), all outstanding Revolving Credit Commitments to be immediately terminated, in each case in accordance with this Agreement (the “Term Loan B Standstill Period”); or”

(w) By amending and restating the first paragraph of Section 8.02 as follows:

“If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, (I) to the extent such Event of Default solely comprises a Financial Covenant Event of Default, prior to the expiration of the Term Loan Standstill Period, at the request of the Required Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit, (II) to the extent such Event of Default solely comprises a Certain Funds Covenant Event of Default, at the request of the Required Class Lenders under the Tranche A Term Facility only, and in such case only with respect to the Tranche A Term Facility and (III) to the extent such Event of Default solely comprises a Consolidated Total Net Debt Financial Covenant Event of Default, prior to the expiration of the Term Loan B Standstill Period, at the request of the Required Class Lenders under the Tranche A Term Facility and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Facility (such Required Class Lenders shall consent together as one Facility) only, and in such case only with respect to the Tranche A Term Facility and, upon the 2015 Revolving Credit Facility Effective Date (if any), the Revolving Credit Facility):”

(x) By (I) replacing each reference to “Exhibit D” appearing in the Credit Agreement by reference to “Exhibit D-1” and (II) adding a new “Exhibit D-2” in the form attached to this Amendment.

The Borrower, the Tranche A Term Lenders and the Administrative Agent may, without the consent of any other Loan Party, Agent or Lender, incorporate such additional

changes to the terms of the Tranche A Term Facility after the Second Amendment Effective Date as are contemplated by the provisions of the Fee Letter dated as of the First Amendment Effective Date, among the Borrower and the Tranche A Arrangers.

Section 1.3 Collateral Release. Effective as of the Collateral Release Effective Date (as defined below) the Credit Agreement is hereby amended as follows (collectively, the “Collateral Release Amendments”):

(a) By adding the following paragraph at the end of Section 9.09:

“Each of the Tranche A Term Lenders, each of the Revolving Credit Lenders and each of the Lenders with respect to any facility under Section 2.14, 2.15 or 2.16 effected after the Second Amendment Effective Date hereby irrevocably authorize and direct the Collateral Agent to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (the “Collateral Suspension”) if and for so long as (I) all Commitments in respect of the Initial Term Facility shall have been terminated and all Obligations in respect of the Initial Term Facility shall have been paid in full, (II) the Borrower shall have an Investment Grade Rating from either Moody’s or S&P or a corporate credit rating or corporate family rating of the Borrower is not available as a result of Indebtedness of the Borrower receiving an Investment Grade Rating, and (III) the Borrower and its Restricted Subsidiaries shall not have outstanding any Indebtedness for borrowed money secured by a Lien, other than any Lien permitted under Section 7.01 (other than any such Lien permitted under clauses (6) (but solely with respect to Indebtedness incurred under Section 7.02(b)(11)), (27) (other than any such Lien being released under this paragraph) and (28) of Section 7.01) (the condition under this clause (III), the “Limited Collateral Release Condition”); provided that, if on any date following the Collateral Suspension the Limited Collateral Release Condition is no longer satisfied, the Loan Parties shall take all actions, execute all documents, deliver any documents and make any filings, in each case as reasonably requested by the Collateral Agent, to cause any Liens released under this paragraph to be reinstated to secure the Obligations under the Credit Agreement as of such date on substantially identical terms with the security provided immediately prior to the Collateral Suspension.”

Section 1.4 Representations and Warranties, No Default. In order to induce the respective Lenders, the Administrative Agent and the Collateral Agent to enter into this Amendment, each Loan Party represents and warrants to each Lender party hereto, the Administrative Agent and the Collateral Agent that on and as of the Second Amendment Effective Date, after giving effect to the Tranche A Term Facility Amendments:

(a) all representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects as if made on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date;

(b) no Default or Event of Default exists; and

(c) the execution, delivery and performance of this Amendment by each Loan Party have been duly authorized by all necessary corporate or other action on the part of such Loan Party, has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that the enforceability hereof may be limited by Debtor Relief Laws and by general principles of equity.

Section 1.5 Effectiveness.

(a) The Tranche A Term Facility Amendments shall become effective on the date on which each of the following conditions is satisfied or waived (the “Second Amendment Effective Date”):

i. the Administrative Agent shall have received a counterpart of this Amendment executed by (I) each of the Loan Parties, (II) the Required Lenders (including, for the avoidance of doubt, each of the Tranche B-2 Arrangers and their respective Affiliates in their respective capacities as Lenders, including as Tranche B-2 Term Lenders (if and as applicable) (it being understood that the approval of the Tranche B-2 Arrangers and their respective Affiliates for purposes of this clause (II) shall be deemed not to be provided until the approval of the this Amendment set forth in clause (III) below occurs), (III) Lenders, other than the Tranche B-2 Arrangers and any of their respective Affiliates, having more than 50% of the sum of the (x) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) other than such Total Outstandings, if any, in respect of the Tranche B-2 Term Facility, (y) aggregate unused Term Commitments other than Tranche B-2 Term Commitments and (z) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination under this clause (III), and (IV) each Tranche B-2 Term Lender;

ii. the Administrative Agent shall have received such closing certificates and other certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment;

iii. the Administrative Agent shall have received such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed;

iv. the Administrative Agent shall have received an executed legal opinion of Debevoise & Plimpton LLP, counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent, each Tranche A Term Lender and each other Lender party to this Amendment, dated the Second Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent; and

v. the Borrower shall have paid a consent fee (the “Consent Fee”) to the Administrative Agent, for the ratable account of the Applicable Lenders (as defined below), equal to 0.10% of the aggregate outstanding principal amount of Loans and/or Commitments of the Applicable Lenders. “Applicable Lender” shall mean each Lender (other than a Tranche B-2 Term Lender) that has delivered an executed counterpart of this Amendment prior to 5:00 p.m., New York City time, on November 10, 2015 or such later date and time specified by the Borrower and notified in writing to the Lenders by the Administrative Agent.

(b) The Collateral Release Amendments shall become effective on the date on which each of the following conditions is satisfied or waived (the “Collateral Release Effective Date”)

i. the Second Amendment Effective Date shall have occurred;

ii. the Administrative Agent shall have received a counterpart of this Amendment executed by (I) each of the Loan Parties, (II) each Tranche A Term Lender, (III) each Revolving Credit Lender and (IV) each Lender with respect to any facility under Section 2.14, 2.15 or 2.16 effected after the Second Amendment Effective Date; and

iii. all Commitments in respect of the Initial Term Facility shall have been terminated and all Obligations in respect of the Initial Term Facility shall have been paid in full.

The delivery of a counterpart of this Amendment executed by the Administrative Agent and each Lender party to this Amendment shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and each Lender party to this Amendment that each of the conditions precedent set forth in Section 1.5(a) or (b), as applicable, shall have been satisfied in accordance with its terms or shall have been irrevocably waived by such Person.

The Administrative Agent shall notify the Borrower and the Lenders in writing of each of the Second Amendment Effective Date and the Collateral Release Effective Date, as applicable, promptly upon the respective conditions precedent in this Section 1.5 being satisfied (or waived in accordance with this Section 1.5), and such notice shall be conclusive and binding.

Section 1.6 Expenses. The Borrower shall pay all reasonable out-of-pocket expenses of the Administrative Agent and the Collateral Agent incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including the reasonable fees, disbursements and other charges of Cahill Gordon & Reindel LLP and McCann FitzGerald, counsels for the Administrative Agent) in accordance with Section 10.04 of the Credit Agreement.

Section 1.7 Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 1.8 Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

Section 1.9 Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 1.10 No FATCA Grandfathering. For purposes of determining withholding Taxes imposed under FATCA, from and after the First Amendment Effective Date (as defined in the First Amendment), the Borrower and the Administrative Agent have treated, and shall continue to treat (and the Lenders hereby authorize the Administrative Agent to treat), the Loans (including the Initial Term Loans, the Tranche B-2 Term Loans, any Revolving Credit Loans and any Swing Line Loans) as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

Section 1.11 Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Loan Parties under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement (including, as amended by the First Amendment) or any other Loan Document (including the First Amendment) is hereby ratified and reaffirmed in all respects and shall continue in full force and effect and nothing herein can or may be construed as a novation thereof. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity, enforceability and perfection of the Liens granted by it pursuant to the Collateral Documents. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the First Amendment

Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement, as amended hereby. Additionally, the Lenders party hereto (such Lenders constituting Required Lenders) hereby consent to the terms of to the Credit Agreement (as amended by the First Amendment and hereby). The consent of each Tranche A Term Lender, each Revolving Credit Lender and each Lender with respect to any facility under Section 2.14, 2.15 or 2.16 effected after the Second Amendment Effective Date to the Collateral Release Amendments shall be binding upon each of its successors and assigns.

Section 1.12 Guarantor Acknowledgment. Each Guarantor acknowledges and consents to each of the foregoing provisions of this Amendment and the incurrence of the Tranche A Term Loans. Each Guarantor further acknowledges and agrees that all Obligations with respect to the Tranche A Term Loans shall be fully guaranteed and secured pursuant to the Credit Agreement (including as amended by this Amendment) and the Collateral Documents in accordance with the terms and provisions thereof. Each Guarantor hereby agrees to the amendments contemplated by Sections 1.2 and 1.3 hereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

ACTIVISION BLIZZARD, INC.


By:	/s/ Dennis M. Durkin
	Name:	Dennis M. Durkin
	Title:	Chief Financial Officer


ACTIVISION ENTERTAINMENT HOLDINGS, INC.


By:	/s/ Dennis M. Durkin
	Name:	Dennis M. Durkin
	Title:	Chief Financial Officer


ACTIVISION PUBLISHING, INC.


By:	/s/ Dennis M. Durkin
	Name:	Dennis M. Durkin
	Title:	Chief Financial Officer


BLIZZARD ENTERTAINMENT, INC.


By:	/s/ Michael S. Morhaime
	Name:	Michael S. Morhaime
	Title:	Chief Executive Officer and President