SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Take Two Interactive Software Inc – ‘10-K’ for 3/31/16 – ‘EX-10.45’

On:  Wednesday, 5/18/16, at 6:19pm ET   ·   As of:  5/19/16   ·   For:  3/31/16   ·   Accession #:  1047469-16-13278   ·   File #:  1-34003

Previous ‘10-K’:  ‘10-K’ on 5/22/15 for 3/31/15   ·   Next:  ‘10-K’ on 5/24/17 for 3/31/17   ·   Latest:  ‘10-K’ on 5/26/23 for 3/31/23   ·   4 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/19/16  Take Two Interactive Software Inc 10-K        3/31/16  112:14M                                    Toppan Merrill-FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.38M 
 2: EX-10.45    Material Contract                                   HTML    127K 
 3: EX-10.47    Material Contract                                   HTML     68K 
 4: EX-10.48    Material Contract                                   HTML     91K 
 5: EX-10.49    Material Contract                                   HTML    129K 
 6: EX-10.50    Material Contract                                   HTML     45K 
 7: EX-21.1     Subsidiaries List                                   HTML     48K 
 8: EX-23.1     Consent of Experts or Counsel                       HTML     31K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     35K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     35K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     32K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     32K 
19: R1          Document and Entity Information                     HTML     57K 
20: R2          Consolidated Balance Sheets                         HTML    121K 
21: R3          Consolidated Balance Sheets (Parenthetical)         HTML     54K 
22: R4          Consolidated Statements of Operations               HTML    100K 
23: R5          Consolidated Statements of Comprehensive (Loss)     HTML     65K 
                Income                                                           
24: R6          Consolidated Statements of Cash Flows               HTML    156K 
25: R7          Consolidated Statements of Stockholders' Equity     HTML    117K 
26: R8          Consolidated Statements of Stockholders' Equity     HTML     33K 
                (Parenthetical)                                                  
27: R9          Basis of Presentation and Significant Accounting    HTML    107K 
                Policies                                                         
28: R10         Management Agreement                                HTML     34K 
29: R11         Fair Value Measurements                             HTML    120K 
30: R12         Short-Term Investments                              HTML    131K 
31: R13         Derivative Instruments and Hedging Activities       HTML     49K 
32: R14         Inventory                                           HTML     50K 
33: R15         Software Development Costs and Licenses             HTML     90K 
34: R16         Fixed Assets, Net                                   HTML     62K 
35: R17         Goodwill and Intangible Assets, Net                 HTML     99K 
36: R18         Accrued Expenses and Other Current Liabilities      HTML     56K 
37: R19         Long-Term Debt                                      HTML    162K 
38: R20         (Loss) Earnings Per Share ("Eps")                   HTML    140K 
39: R21         Commitments and Contingencies                       HTML    104K 
40: R22         Income Taxes                                        HTML    251K 
41: R23         Stock-Based Compensation                            HTML    159K 
42: R24         Share Repurchase Program                            HTML     33K 
43: R25         Segment and Geographic Information                  HTML    166K 
44: R26         Interest and Other, Net                             HTML     56K 
45: R27         Accumulated Other Comprehensive (Loss) Income       HTML     79K 
46: R28         Business Reorganization                             HTML     34K 
47: R29         Supplementary Financial Information                 HTML    179K 
48: R30         Quarterly Financial Information (Unaudited)         HTML     85K 
49: R31         Basis of Presentation and Significant Accounting    HTML    187K 
                Policies (Policies)                                              
50: R32         Basis of Presentation and Significant Accounting    HTML     46K 
                Policies (Tables)                                                
51: R33         Fair Value Measurements (Tables)                    HTML    111K 
52: R34         Short-Term Investments (Tables)                     HTML    131K 
53: R35         Derivative Instruments and Hedging Activities       HTML     43K 
                (Tables)                                                         
54: R36         Inventory (Tables)                                  HTML     48K 
55: R37         Software Development Costs and Licenses (Tables)    HTML     91K 
56: R38         Fixed Assets, Net (Tables)                          HTML     60K 
57: R39         Goodwill and Intangible Assets, Net (Tables)        HTML    103K 
58: R40         Accrued Expenses and Other Current Liabilities      HTML     55K 
                (Tables)                                                         
59: R41         Long-Term Debt (Tables)                             HTML    145K 
60: R42         (Loss) Earnings Per Share ("Eps") (Tables)          HTML    137K 
61: R43         Commitments and Contingencies (Tables)              HTML     95K 
62: R44         Income Taxes (Tables)                               HTML    253K 
63: R45         Stock-Based Compensation (Tables)                   HTML    152K 
64: R46         Segment and Geographic Information (Tables)         HTML    166K 
65: R47         Interest and Other, Net (Tables)                    HTML     55K 
66: R48         Accumulated Other Comprehensive (Loss) Income       HTML     76K 
                (Tables)                                                         
67: R49         Supplementary Financial Information (Tables)        HTML    178K 
68: R50         Quarterly Financial Information (Unaudited)         HTML     83K 
                (Tables)                                                         
69: R51         Basis of Presentation and Significant Accounting    HTML     34K 
                Policies - Wholly Owned Labels (Details)                         
70: R52         Basis of Presentation and Significant Accounting    HTML     60K 
                Policies - Concentration Risk (Details)                          
71: R53         Basis of Presentation and Significant Accounting    HTML     45K 
                Policies - Fixed Assets (Details)                                
72: R54         Basis of Presentation and Significant Accounting    HTML     59K 
                Policies - Revenue Recognition (Details)                         
73: R55         Basis of Presentation and Significant Accounting    HTML     32K 
                Policies - Intangible Assets and Advertising                     
                (Details)                                                        
74: R56         Basis of Presentation and Significant Accounting    HTML     35K 
                Policies - Recently Issued Accounting                            
                Pronouncements (Details)                                         
75: R57         Basis of Presentation and Significant Accounting    HTML     42K 
                Policies - Debt Issue Cost (Details)                             
76: R58         Management Agreement (Details)                      HTML     46K 
77: R59         Fair Value Measurements - Assets Measured at Fair   HTML     64K 
                Value (Details)                                                  
78: R60         Fair Value Measurements - Debt (Details)            HTML     39K 
79: R61         Short-Term Investments (Details)                    HTML     65K 
80: R62         Derivative Instruments and Hedging Activities       HTML     36K 
                (Details)                                                        
81: R63         Inventory (Details)                                 HTML     39K 
82: R64         Software Development Costs and Licenses (Details)   HTML     55K 
83: R65         Fixed Assets, Net (Details)                         HTML     52K 
84: R66         Goodwill and Intangible Assets, Net (Details)       HTML     65K 
85: R67         Accrued Expenses and Other Current Liabilities      HTML     48K 
                (Details)                                                        
86: R68         Long-Term Debt - Credit Agreement (Details)         HTML     81K 
87: R69         Long Term Debt - Convertible Notes (Details)        HTML    173K 
88: R70         (Loss) Earnings Per Share ("Eps") (Details)         HTML     84K 
89: R71         Commitments and Contingencies - Annual Minimum      HTML    115K 
                Obligations (Details)                                            
90: R72         Commitments and Contingencies - Contingent          HTML     32K 
                Consideration (Details)                                          
91: R73         Commitments and Contingencies - Savings Plans and   HTML     37K 
                Income Taxes (Details)                                           
92: R74         Income Taxes - Current Income Tax (Details)         HTML    107K 
93: R75         Income Taxes - Deferred Taxes (Details)             HTML     88K 
94: R76         Income Taxes - Loss Carryforwards (Details)         HTML     58K 
95: R77         Income Taxes - Uncertain Tax Positions (Details)    HTML     49K 
96: R78         Stock-Based Compensation - 2009 Plan (Details)      HTML     35K 
97: R79         Stock-Based Compensation - Stock-Based              HTML     45K 
                Compensation Expense (Details)                                   
98: R80         Stock-Based Compensation - Management Agreement     HTML     46K 
                (Details)                                                        
99: R81         Stock-Based Compensation - Restricted Stock         HTML    141K 
                (Details)                                                        
100: R82         Share Repurchase Program (Details)                  HTML     49K  
101: R83         Segment and Geographic Information - Revenue and    HTML     58K  
                Operating Income Reconciliation (Details)                        
102: R84         SEGMENT AND GEOGRAPHIC INFORMATION - REVENUE BY     HTML     47K  
                GEOGRAPHIC REGION (Detail)s                                      
103: R85         Segment and Geographic Information - Revenue by     HTML     41K  
                Product Platform (Details)                                       
104: R86         Segment and Geographic Information - Revenue by     HTML     41K  
                Distribution Channel (Details)                                   
105: R87         Interest and Other, Net (Details)                   HTML     39K  
106: R88         Accumulated Other Comprehensive (Loss) Income       HTML     49K  
                (Details)                                                        
107: R89         Business Reorganization (Details)                   HTML     37K  
108: R90         Supplementary Financial Information (Details)       HTML     58K  
109: R91         Quarterly Financial Information (Unaudited)         HTML     54K  
                (Details)                                                        
111: XML         IDEA XML File -- Filing Summary                      XML    197K  
110: EXCEL       IDEA Workbook of Financial Reports                  XLSX    123K  
13: EX-101.INS  XBRL Instance -- ttwo-20160331                       XML   4.48M 
15: EX-101.CAL  XBRL Calculations -- ttwo-20160331_cal               XML    314K 
18: EX-101.DEF  XBRL Definitions -- ttwo-20160331_def                XML    754K 
16: EX-101.LAB  XBRL Labels -- ttwo-20160331_lab                     XML   1.96M 
17: EX-101.PRE  XBRL Presentations -- ttwo-20160331_pre              XML   1.29M 
14: EX-101.SCH  XBRL Schema -- ttwo-20160331                         XSD    249K 
112: ZIP         XBRL Zipped Folder -- 0001047469-16-013278-xbrl      Zip    274K  


‘EX-10.45’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]




EXHIBIT 10.45

 

FOURTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

FOURTH AMENDMENT, dated as of May 21, 2015 (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 (as further amended, amended and restated, supplemented or otherwise modified from time to time, 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, time deposits, or bankers’ acceptances maturing no more than 2 years from the date of acquisition thereof issued by any bank organized under the Laws of (i) the United States or any state thereof or (ii) a jurisdiction other than the United States but with a presence in the United States, in each case, 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)(i) 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, (g) Investments in SEC Rule 2a7 eligible money market mutual funds with a rating of at least AAA, and (h) repurchase agreements maturing no more than 2 years from the date of acquisition thereof fully collateralized by any Permitted Investments in the types of assets described in clause (a) above; provided, that the aggregate amount of Permitted Investments in the types of assets described in clauses (a) through (h) 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 “

 

(b)                                 The following new definition of “Fourth Amendment” is added in alphabetical order to Schedule 1.1 of the Credit Agreement to read as follows:

 

“‘Fourth Amendment’ means the Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of May 21, 2015 by and among the Agent, the Lenders and the Loan Parties.”

 

(v)                                 The following new definition of “Fourth Amendment Effective Date” is added in alphabetical order to Schedule 1.1 of the Credit Agreement to read as follows:

 

“‘Fourth Amendment Effective Date’ has the meaning specified therefor in Section 3 of the Fourth Amendment.”

 

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 “Fourth 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 Fourth 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 Fourth Amendment Effective Date as though made on

 

2



 

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 Fourth Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.

 

(b)                                 Execution of Amendment.  The Agent and the 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 Fourth Amendment Effective Date as though made on and as of the Fourth 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 Fourth 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

 

3



 

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 Fourth 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.

 

4



 

(d)                                 Costs and Expenses.  The U.S. Borrowers agree to pay on demand all Lender Group Expenses 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]

 

5



 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.

 

 

 

U.S. BORROWERS:

 

 

 

TAKE-TWO INTERACTIVE SOFTWARE, INC.,

 

a Delaware corporation

 

 

 

By:

/s/ Linda Zabriskie

 

Name:

Linda Zabriskie

 

Title:

VP, AGC and Secretary

 

 

 

 

WC HOLDCO, INC.,
a New York corporation

 

 

 

 

By:

/s/ Linda Zabriskie

 

Name:

Linda Zabriskie

 

Title:

Vice President

 

 

 

 

U.K. BORROWER:

 

 

 

TAKE-TWO GB LIMITED

 

a company incorporated under the laws of England and Wales

 

 

 

 

By:

/s/ Daniel Emerson

 

Name:

Daniel Emerson

 

Title:

Director

 

 

 

 

GUARANTORS:

 

 

 

2K GAMES, INC.,
a Delaware corporation

 

2KSPORTS, INC.,
a Delaware corporation

 

FIRAXIS GAMES, INC.,
a Delaware corporation

 

FROG CITY SOFTWARE, INC.,
a Delaware corporation

 

 

 

 

By:

/s/ Linda Zabriskie

 

Name:

Linda Zabriskie

 

Title:

Vice President

 

Fourth Amendment to Second Amended and Restated Credit Agreement

 



 

 

2K PLAY, INC.,

 

a Delaware corporation

 

INDIE BUILT, INC.,

 

a Delaware corporation

 

INVENTORY MANAGEMENT SYSTEMS, INC.,

 

a Delaware corporation

 

KUSH GAMES, INC.,

 

a California corporation

 

2K VEGAS, INC.,

 

a Delaware corporation

 

TALONSOFT, INC.,

 

a Delaware corporation

 

VISUAL CONCEPTS ENTERTAINMENT,

 

a California corporation

 

VLM ENTERTAINMENT GROUP, INC.,

 

a Delaware corporation

 

 

 

By:

/s/ Linda Zabriskie

 

Name:

Linda Zabriskie

 

Title:

Vice President

 

Fourth Amendment to Second Amended and Restated Credit Agreement

 


 

 

ROCKSTAR SAN DIEGO, INC.,

 

a Virginia corporation

 

IRRATIONAL GAMES, LLC,

 

a Delaware limited liability company

 

ROCKSTAR GAMES, INC.,

 

a Delaware corporation

 

 

 

 

 

By:

/s/ Linda Zabriskie

 

Name:

Linda Zabriskie

 

Title:

Vice President

 

 

 

 

 

CAT DADDY GAMES, L.L.C.,

 

a Washington limited liability company

 

 

 

By: Take-Two Interactive Software, Inc., its sole member

 

 

 

 

 

By:

/s/ Linda Zabriskie

 

Name:

Linda Zabriskie

 

Title:

Vice President

 

 

 

 

 

JOYTECH EUROPE LIMITED

 

a company incorporated under the laws of England and Wales

 

 

 

By:

/s/ Daniel Emerson

 

Name:

Daniel Emerson

 

Title:

Director

 

 

 

TAKE TWO INTERACTIVE SOFTWARE EUROPE LIMITED

 

a company incorporated under the laws of England and Wales

 

 

 

By:

/s/ Daniel Emerson

 

Name:

Daniel Emerson

 

Title:

Director

 

Fourth Amendment to Second Amended and Restated Credit Agreement

 



 

 

DMA DESIGN HOLDINGS LIMITED

 

a company incorporated under the laws of England and Wales

 

 

 

By:

/s/ Daniel Emerson

 

Name:

Daniel Emerson

 

Title:

Director

 

 

 

ROCKSTAR LINCOLN LIMITED

 

a company incorporated under the laws of England and Wales

 

 

 

By:

/s/ Daniel Emerson

 

Name:

Daniel Emerson

 

Title:

Director

 

 

 

 

 

ROCKSTAR LEEDS LIMITED

 

a company incorporated under the laws of England and Wales

 

 

 

By:

/s/ Daniel Emerson

 

Name:

Daniel Emerson

 

Title:

Director

 

 

 

 

 

ROCKSTAR LONDON LIMITED

 

a company incorporated under the laws of England and Wales

 

 

 

By:

/s/ Daniel Emerson

 

Name:

Daniel Emerson

 

Title:

Director

 

 

 

ROCKSTAR NORTH LIMITED

 

a company incorporated under the laws of England and Wales

 

 

 

By:

/s/ Daniel Emerson

 

Name:

Daniel Emerson

 

Title:

Director

 

Fourth Amendment to Second Amended and Restated Credit Agreement

 



 

 

ROCKSTAR INTERNATIONAL LIMITED

 

a company incorporated under the laws of England and Wales

 

 

 

By:

/s/ Daniel Emerson

 

Name:

Daniel Emerson

 

Title:

Director

 

 

 

VENOM GAMES LIMITED

 

a company incorporated under the laws of England and Wales

 

 

 

By:

/s/ Daniel Emerson

 

Name:

Daniel Emerson

 

Title:

Director

 

 

 

 

 

TAKE TWO INTERNATIONAL GMBH,

 

a company incorporated under the laws of Switzerland

 

 

 

By:

/s/ Daniel Emerson

 

Name:

Daniel Emerson

 

Title:

Director

 

 

 

 

 

2K MARIN, INC.,

 

a Delaware corporation

 

 

 

By:

/s/ Linda Zabriskie

 

Name:

Linda Zabriskie

 

Title:

Vice President

 

 

 

ROCKSTAR NEW ENGLAND, INC.,

 

a Delaware corporation

 

 

 

By:

/s/ Linda Zabriskie

 

Name:

Linda Zabriskie

 

Title:

Vice President

 



 

 

WEAZEL STUDIOS INCORPORATED,

 

a Delaware corporation

 

 

 

By:

/s/ Linda Zabriskie

 

Name:

Linda Zabriskie

 

Title:

Vice President

 

 

 

2K, INC.,

 

a New York corporation

 

 

 

 

 

By:

/s/ Linda Zabriskie

 

Name:

Linda Zabriskie

 

Title:

Vice President

 

 

 

 

 

2K GAMES SOUNDS LLC,

 

a Delaware limited liability company

 

2K GAMES SONGS LLC,

 

a Delaware limited liability company

 

2K GAMES TUNES LLC,

 

a Delaware limited liability company

 

ROCKSTAR GAMES SONGS LLC,

 

a Delaware limited liability company

 

ROCKSTAR GAMES SOUNDS LLC,

 

a Delaware limited liability company

 

ROCKSTAR GAMES TUNES LLC,

 

a Delaware limited liability company

 

 

 

By: Take-Two Interactive Software, Inc., the sole managing member

 

 

 

 

 

By:

/s/ Linda Zabriskie

 

Name:

Linda Zabriskie

 

Title:

Vice President

 

 

 

 

 

 

TAKE-TWO INTERACTIVE SOFTWARE UK LIMITED,

 

 

a company incorporated under the laws of England and Wales

 

 

 

 

 

By:

/s/ Daniel Emerson

 

 

Name:

Daniel Emerson

 

 

Title:

Director

 



 

 

WELLS FARGO CAPITAL FINANCE, LLC,

 

a Delaware limited liability company, as Agent and as a Lender

 

 

 

By:

/s/ Jason B Searle

 

Name:

Jason B Searle

 

Title:

Director

 



 

 

JPMORGAN CHASE BANK, N.A., as a Lender

 

 

 

By:

/s/ Thomas G. Williams

 

Name:

Thomas G. Williams

 

Title:

Authorized Officer

 




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:5/19/16
Filed on:5/18/168-K
For Period end:3/31/164
5/21/154,  UPLOAD
10/17/118-K
11/16/073,  8-K
 List all Filings 


4 Subsequent Filings that Reference this Filing

  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
10/06/16  SEC                               UPLOAD10/13/17    1:102K Take-Two Interactive Software Inc
 9/08/16  SEC                               UPLOAD10/13/17    1:259K Take-Two Interactive Software Inc
Top
Filing Submission 0001047469-16-013278   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Tue., Apr. 30, 10:53:28.1am ET