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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/14/14 Take Two Interactive Software Inc 10-K 3/31/14 100:16M Toppan Merrill-FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.48M
2: EX-10.27 Material Contract HTML 82K
3: EX-10.28 Material Contract HTML 104K
4: EX-10.39 Material Contract HTML 98K
5: EX-21.1 Subsidiaries List HTML 43K
6: EX-23.1 Consent of Experts or Counsel HTML 27K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 28K
70: R1 Document and Entity Information HTML 55K
56: R2 Consolidated Balance Sheets HTML 126K
68: R3 Consolidated Balance Sheets (Parenthetical) HTML 47K
73: R4 Consolidated Statements of Operations HTML 109K
92: R5 Consolidated Statements of Comprehensive Income HTML 49K
(Loss)
58: R6 Consolidated Statements of Cash Flows HTML 144K
67: R7 Consolidated Statements of Stockholders' Equity HTML 109K
51: R8 Consolidated Statements of Stockholders' Equity HTML 28K
(Parenthetical)
41: R9 Basis of Presentation and Significant Accounting HTML 121K
Policies
93: R10 Discontinued Operations HTML 54K
75: R11 Management Agreement HTML 32K
74: R12 Fair Value Measurements HTML 38K
80: R13 Inventory HTML 38K
81: R14 Software Development Costs and Licenses HTML 52K
78: R15 Fixed Assets, Net HTML 42K
82: R16 Goodwill and Intangible Assets, Net HTML 82K
69: R17 Accrued Expenses and Other Current Liabilities HTML 43K
71: R18 Long-Term Debt HTML 111K
77: R19 Commitments and Contingencies HTML 62K
100: R20 Income Taxes HTML 135K
88: R21 Stock-Based Compensation HTML 107K
63: R22 Segment and Geographic Information HTML 68K
76: R23 Interest and Other, Net HTML 40K
65: R24 Other Comprehensive Income HTML 52K
32: R25 Supplementary Financial Information HTML 83K
89: R26 Quarterly Financial Information (Unaudited) HTML 152K
96: R27 Basis of Presentation and Significant Accounting HTML 197K
Policies (Policies)
46: R28 Basis of Presentation and Significant Accounting HTML 74K
Policies (Tables)
45: R29 Discontinued Operations (Tables) HTML 53K
49: R30 Fair Value Measurements (Tables) HTML 34K
50: R31 Inventory (Tables) HTML 36K
52: R32 Software Development Costs and Licenses (Tables) HTML 54K
25: R33 Fixed Assets, Net (Tables) HTML 42K
86: R34 Goodwill and Intangible Assets, Net (Tables) HTML 87K
61: R35 Accrued Expenses and Other Current Liabilities HTML 42K
(Tables)
64: R36 Long-Term Debt (Tables) HTML 96K
36: R37 Commitments and Contingencies (Tables) HTML 54K
99: R38 Income Taxes (Tables) HTML 148K
17: R39 Stock-Based Compensation (Tables) HTML 100K
53: R40 Segment and Geographic Information (Tables) HTML 67K
91: R41 Interest and Other, Net (Tables) HTML 40K
34: R42 Other Comprehensive Income (Tables) HTML 48K
44: R43 Supplementary Financial Information (Tables) HTML 86K
48: R44 Quarterly Financial Information (Unaudited) HTML 159K
(Tables)
57: R45 Basis of Presentation and Significant Accounting HTML 35K
Policies (Details)
24: R46 Basis of Presentation and Significant Accounting HTML 37K
Policies (Details 2)
40: R47 Basis of Presentation and Significant Accounting HTML 34K
Policies (Details 3)
19: R48 Basis of Presentation and Significant Accounting HTML 32K
Policies (Details 4)
90: R49 Basis of Presentation and Significant Accounting HTML 28K
Policies (Details 5)
33: R50 Basis of Presentation and Significant Accounting HTML 29K
Policies (Details 6)
87: R51 Basis of Presentation and Significant Accounting HTML 80K
Policies (Details 7)
37: R52 Basis of Presentation and Significant Accounting HTML 33K
Policies (Details 8)
54: R53 Basis of Presentation and Significant Accounting HTML 35K
Policies (Details 9)
18: R54 Discontinued Operations (Details) HTML 69K
22: R55 Management Agreement (Details) HTML 42K
47: R56 Fair Value Measurements (Details) HTML 33K
28: R57 Inventory (Details) HTML 37K
94: R58 Software Development Costs and Licenses (Details) HTML 48K
60: R59 Fixed Assets, Net (Details) HTML 43K
79: R60 Goodwill and Intangible Assets, Net (Details) HTML 90K
39: R61 Accrued Expenses and Other Current Liabilities HTML 57K
(Details)
42: R62 Long-Term Debt (Details) HTML 322K
85: R63 Commitments and Contingencies (Details) HTML 109K
83: R64 Commitments and Contingencies (Details 2) HTML 43K
62: R65 Commitments and Contingencies (Details 3) HTML 32K
84: R66 Income Taxes (Details) HTML 110K
38: R67 Income Taxes (Details 2) HTML 106K
66: R68 Income Taxes (Details 3) HTML 43K
95: R69 Income Taxes (Details 4) HTML 46K
21: R70 Stock-Based Compensation (Details) HTML 40K
31: R71 Stock-Based Compensation (Details 2) HTML 39K
55: R72 Stock-Based Compensation (Details 3) HTML 198K
27: R73 Stock-Based Compensation (Details 4) HTML 40K
98: R74 Segment and Geographic Information (Details) HTML 43K
35: R75 Segment and Geographic Information (Details 2) HTML 37K
29: R76 Segment and Geographic Information (Details 3) HTML 35K
30: R77 Interest and Other, Net (Details) HTML 47K
23: R78 Other Comprehensive Income (Details) HTML 36K
26: R79 Supplementary Financial Information (Details) HTML 48K
72: R80 Quarterly Financial Information (Unaudited) HTML 119K
(Details)
97: XML IDEA XML File -- Filing Summary XML 144K
20: EXCEL IDEA Workbook of Financial Reports XLSX 338K
43: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.49M
11: EX-101.INS XBRL Instance -- ttwo-20140331 XML 3.43M
13: EX-101.CAL XBRL Calculations -- ttwo-20140331_cal XML 368K
16: EX-101.DEF XBRL Definitions -- ttwo-20140331_def XML 959K
14: EX-101.LAB XBRL Labels -- ttwo-20140331_lab XML 3.72M
15: EX-101.PRE XBRL Presentations -- ttwo-20140331_pre XML 1.76M
12: EX-101.SCH XBRL Schema -- ttwo-20140331 XSD 275K
59: ZIP XBRL Zipped Folder -- 0001047469-14-004898-xbrl Zip 321K
Exhibit 10.28
Execution Copy
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
SECOND AMENDMENT, dated as of April 28, 2014 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of November 16, 2007, as amended and restated as of October 17, 2011 (the “Credit Agreement”), by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), TAKE-TWO INTERACTIVE SOFTWARE, INC., a Delaware corporation (“Parent”), and each of Parent’s domestic Subsidiaries identified on the signature pages hereof as a Borrower (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “U.S. Borrower”, and collectively, jointly and severally, as the “U.S. Borrowers”), TAKE TWO GB LTD., a company incorporated under the laws of England and Wales (the “U.K. Borrower”, and together with the U.S. Borrowers, each a “Borrower” and collectively, the “Borrowers”), and each of Parent’s Subsidiaries identified on the signature pages hereof as a Guarantor (such Subsidiaries are referred to hereinafter each individually as a “Guarantor”, and individually and collectively, jointly and severally, as the “Guarantors”; and together with Borrowers, each a “Loan Party” and collectively, the “Loan Parties”).
WHEREAS, the Loan Parties, the Agent and the Lenders agree to modify the Credit Agreement on and subject to the terms set forth herein;
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree as follows:
1. Definitions. Any capitalized term used herein and not defined shall have the meaning assigned to it in the Credit Agreement.
2. Amendments.
(a) The definition of “Cash Equivalents” in Schedule 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing no more than 2 years from the date of acquisition thereof, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing no more than 2 years from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group or its successor (“S&P”) or Moody’s Investors Service, Inc. or its successor (“Moody’s”), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) bonds issued in the United States maturing no more
than 2 years from the date of acquisition and, at the time of acquisition, having a rating of at least A from S&P or at least A3 from Moody’s; provided, that (1) any such Permitted Investment in such bonds shall not exceed 10% of a specific bond issuance and (2) Permitted Investments in any specific bond issuance of the type of bonds described in this clause (d) shall not exceed 20% of the Loan Parties’ and their Subsidiaries’ Permitted Investments in the aggregate, (e) certificates of deposit or bankers’ acceptances maturing no more than 2 years from the date of acquisition thereof issued by any bank organized under the Laws of the United States or any state thereof having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000, (f) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (e) above, or (ii) any other bank organized under the Laws of the United States or any state thereof so long as the amount maintained with any such other bank is less than or equal to $250,000 and is insured by the Federal Deposit Insurance Corporation, and (g) Investments in SEC Rule 2a7 eligible money market mutual funds with a rating of at least AAA; provided, that the aggregate amount of Permitted Investments in the types of assets described in clauses (a) through (g) above (other than clause (f) above) maturing more than 1 year from the date of acquisition thereof but maturing no more than 2 years from the date of acquisition thereof shall not exceed $120,000,000 at any time outstanding.”
3. Conditions to Effectiveness. The effectiveness of this Amendment is subject to the fulfillment, in a manner satisfactory to the Agent and the Lenders, of each of the following conditions precedent (the date such conditions are fulfilled or waived by the Agent and the Lenders is hereinafter referred to as the “Amendment Effective Date”):
(a) Representations and Warranties; No Event of Default. The representations and warranties herein, in Section 4 of the Credit Agreement and in each other Loan Document and certificate or other writing delivered to the Agent and the Lenders pursuant hereto on or prior to the Amendment Effective Date shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) after giving effect to this Amendment on and as of the Amendment Effective Date as though made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date), and no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.
(b) Execution of Amendment. The Agent and the Required Lenders shall have executed this Amendment and shall have received a counterpart to this Amendment, duly executed by the Borrowers and each Guarantor.
4. Representations and Warranties. Each of the Borrowers and the Guarantors represents and warrants as follows:
(a) The execution, delivery and performance by the Borrowers or such Guarantor of this Amendment (including, without limitation, Section 5) and the performance by the Borrowers or such Guarantor of the Credit Agreement, as amended hereby, have been duly
authorized by all necessary action, and the Borrowers or such Guarantor has all requisite power, authority and legal right to execute, deliver and perform this Amendment (including, without limitation, Section 5) and to perform the Credit Agreement, as amended hereby.
(b) This Amendment and the Credit Agreement, as amended hereby, is a legal, valid and binding obligation of the Borrowers or such Guarantor, enforceable against the Borrowers or such Guarantor in accordance with the terms thereof, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.
(c) The representations and warranties contained in Section 4 of the Credit Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) after giving effect to this Amendment on and as of the Amendment Effective Date as though made on and as of the Amendment Effective Date (except to the extent such representations and warranties expressly relate to an earlier date), and no Event of Default or Default has occurred and is continuing on and as of the Amendment Effective Date, or would result from this Amendment becoming effective in accordance with its terms.
5. Release. Each of the Borrowers and the Guarantors may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Agent, the Lenders, the Borrowers and the Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each of the Borrowers and the Guarantors makes the releases contained in this Section 5. In consideration of the Agent and the Lenders entering into this Amendment and agreeing to substantial concessions as set forth herein, each of the Borrowers and the Guarantors hereby fully and unconditionally releases and forever discharges each of the Agent and the Lenders, and their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which the Borrowers or the Guarantors has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of them, occurring prior to the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Advances, the Obligations, the Credit Agreement or any of the Loan Documents (collectively, all of the foregoing, the “Claims”). Each of the Borrowers and the Guarantors represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts of omissions of the Released Parties which on the date hereof would be the basis of a claim by the Borrowers or the Guarantors against the Released
Parties which is not released hereby. Each of the Borrowers and the Guarantors represents and warrants that the foregoing constitutes a full and complete release of all Claims.
6. Miscellaneous.
(a) Continued Effectiveness of the Credit Agreement. Except as otherwise expressly provided herein, the Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, except that on and after the Amendment Effective Date (i) all references in the Credit Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment, and (ii) all references in the other Loan Documents to the “Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment. To the extent that the Credit Agreement or any other Loan Document purports to pledge to Agent, or to grant to Agent, a security interest or lien, such pledge or grant is hereby ratified and confirmed in all respects. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as an amendment of any right, power or remedy of the Agent and the Lenders (including the Issuing Lender) under the Credit Agreement or any other Loan Document, nor constitute a waiver or an amendment of any provision of the Credit Agreement or any other Loan Document.
(b) Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment.
(c) Headings. Section headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
(d) Costs and Expenses. The U.S. Borrowers agree to pay on demand all reasonable fees, costs and expenses of the Agent and the Lenders in connection with the preparation, execution and delivery of this Amendment.
(e) Amendment as Loan Document. The Borrowers and each Guarantor hereby acknowledge and agree that this Amendment constitutes a “Loan Document” under the Credit Agreement. Accordingly, it shall be an Event of Default under the Credit Agreement if (i) any representation or warranty made by the Borrowers or any Guarantor under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, or (ii) the Borrowers or any Guarantor shall fail to perform or observe any term, covenant or agreement contained in this Amendment.
(f) Governing Law. This Amendment shall be governed by the laws of the State of New York.
(g) Waiver of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.
[Remainder of this Page Intentionally Left Bank.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.
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U.S. BORROWERS: | |
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TAKE-TWO INTERACTIVE SOFTWARE, INC., | |
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a Delaware corporation | |
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By: |
/s/ Linda Zabriskie |
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Name: |
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Title: |
VP & AGC |
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WC HOLDCO, INC., | |
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By: |
/s/ Linda Zabriskie |
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Name: |
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Title: |
VP & Secretary |
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U.K. BORROWER: | |
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TAKE-TWO GB LIMITED | |
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a company incorporated under the laws of England and Wales | |
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By: |
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Name: |
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Title: |
Director |
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GUARANTORS: | |
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2K GAMES, INC., | |
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2KSPORTS, INC., | |
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FIRAXIS GAMES, INC., | |
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FROG CITY SOFTWARE, INC., | |
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By: |
/s/ Linda Zabriskie |
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Name: |
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Title: |
VP & Secretary |
Second Amendment to Second Amended and Restated Credit Agreement
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2K PLAY, INC., | |
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INDIE BUILT, INC., | |
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INVENTORY MANAGEMENT SYSTEMS, INC., | |
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KUSH GAMES, INC., | |
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2K VEGAS, INC. (f/k/a TAKE-TWO LICENSING, INC.), | |
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TALONSOFT, INC., | |
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VISUAL CONCEPTS ENTERTAINMENT, | |
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VLM ENTERTAINMENT GROUP, INC., | |
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By: |
/s/ Linda Zabriskie |
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Name: |
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Title: |
VP & Secretary |
Second Amendment to Second Amended and Restated Credit Agreement
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ROCKSTAR SAN DIEGO, INC., | |
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IRRATIONAL GAMES, LLC (f/k/a 2K BOSTON, LLC), | |
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ROCKSTAR GAMES, INC., | |
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By: |
/s/ Linda Zabriskie |
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Name: |
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Title: |
VP & Secretary |
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CAT DADDY GAMES, L.L.C., | |
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By: Take-Two Interactive Software, Inc., its sole member | |
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By: |
/s/ Linda Zabriskie |
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Name: |
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Title: |
VP & Secretary |
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JOYTECH EUROPE LIMITED | |
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By: |
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Name: |
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Title: |
Director |
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TAKE TWO INTERACTIVE SOFTWARE EUROPE LIMITED | |
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By: |
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Name: |
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Title: |
Director |
Second Amendment to Second Amended and Restated Credit Agreement
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DMA DESIGN HOLDINGS LIMITED | |
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By: |
/s/ Rowan Hajaj |
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Name: |
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Title: |
Head of Finance & Corp. Dev |
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ROCKSTAR LINCOLN LIMITED | |
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By: |
/s/ Rowan Hajaj |
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Name: |
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Title: |
Head of Finance & Corp. Dev |
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ROCKSTAR LEEDS LIMITED | |
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By: |
/s/ Rowan Hajaj |
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Name: |
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Title: |
Head of Finance & Corp. Dev |
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ROCKSTAR LONDON LIMITED | |
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By: |
/s/ Rowan Hajaj |
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Name: |
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Title: |
Head of Finance & Corp. Dev |
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ROCKSTAR NORTH LIMITED | |
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By: |
/s/ Rowan Hajaj |
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Name: |
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Title: |
Head of Finance & Corp. Dev |
Second Amendment to Second Amended and Restated Credit Agreement
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ROCKSTAR INTERNATIONAL LIMITED | |
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By: |
/s/ Rowan Hajaj |
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Name: |
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Title: |
Head of Finance & Corp. Dev |
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VENOM GAMES LIMITED | |
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By: |
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Name: |
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Title: |
Director |
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TAKE TWO INTERNATIONAL SA, | |
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By: |
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Name: |
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Title: |
Director |
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2K MARIN, INC., | |
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By: |
/s/ Linda Zabriskie |
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Name: |
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Title: |
VP & Secretary |
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ROCKSTAR NEW ENGLAND, INC., | |
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By: |
/s/ Linda Zabriskie |
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Name: |
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Title: |
VP & Secretary |
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WELLS FARGO CAPITAL FINANCE, LLC, | |
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By: |
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Name: |
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Title: |
Authorized Officer |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 5/14/14 | |||
| Filed on: | 5/13/14 | 8-K | ||
| 4/28/14 | ||||
| For Period end: | 3/31/14 | ARS | ||
| 10/17/11 | 8-K | |||
| 11/16/07 | 3, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/17/22 Take-Two Interactive Software Inc 10-K 3/31/22 112:14M Workiva Inc Wde… FA01/FA 5/19/21 Take-Two Interactive Software Inc 10-K 3/31/21 110:13M Workiva Inc Wde… FA01/FA 5/21/15 SEC UPLOAD¶ 10/13/17 1:101K Take-Two Interactive Software Inc 4/03/15 SEC UPLOAD¶ 10/13/17 1:234K Take-Two Interactive Software Inc 1/16/15 SEC UPLOAD¶ 10/13/17 1:205K Take-Two Interactive Software Inc 11/12/14 SEC UPLOAD¶ 10/13/17 1:222K Take-Two Interactive Software Inc 9/19/14 SEC UPLOAD¶ 10/13/17 1:111K Take-Two Interactive Software Inc 8/05/14 SEC UPLOAD¶ 10/13/17 1:228K Take-Two Interactive Software Inc |