Exhibit 10.15


 


AMENDMENT NO. 1 TO CREDIT AGREEMENT


 


AMENDMENT NO. 1 dated as of July 8, 2008 (this “Amendment”) to the
Credit Agreement dated as of April 29,
2008 (the “Credit Agreement”) between
ACTIVISION, INC., a Delaware corporation (to be re-named Activision Blizzard, Inc.
after consummation of the Transactions) (the “Borrower”),
and VIVENDI S.A., a societé anonyme organized under the laws of France (the “Lender”).  Terms defined in the Credit Agreement and not
otherwise defined herein are used herein as therein defined.


 


Section 1.               Amendments to the Credit
Agreement.  As of the Effective Date
(as defined below):


 


(a)   Section 1.01 [Definitions]
is hereby amended by amending and restating the following definitions to read
in their entireties as follows:


 


“Tranche A Commitment
Termination Date” shall mean the date that is seven Business Days
following the scheduled or expected expiration date of the Tender Offer, if the
Tranche A Loan has not been made on or prior to such date, or if such date
is not a Business Day, the immediately preceding Business Day.


 


“Tranche B Commitment”
shall mean the commitment of the Lender to make a Tranche B Loan
hereunder. The aggregate amount of the Lender’s Tranche B Commitment is
the lesser of (1) the aggregate principal amount outstanding under the
Vivendi Games Facility on the Closing Date, immediately prior to the
consummation of the Transactions, or (2) $150.0 million.


 


“Tranche B Commitment
Termination Date” shall mean the earlier of (a) the date on
which the Business Combination Agreement terminates in accordance with its
terms, if such termination occurs prior to the Closing Date and (b) the
Tranche A Commitment Termination Date.


 


(b)   Section 1.01 [Definitions]
is hereby amended by inserting the following new definition among the existing
definitions set forth in Section 1.01 in appropriate alphabetical order:


 


“Aggregate Required Offer Consideration” shall have the meaning assigned to such term in
the Business Combination Agreement.


 


“Available
Cash on the Tender Offer Closing Date” means the aggregate amount of unrestricted
cash and Cash Equivalents of the Borrower and its Subsidiaries (to the extent,
in the case of cash and Cash Equivalents held by the Borrower’s Subsidiaries
that are not incorporated or otherwise organized under a political subdivision
of the United States of America, that such cash and Cash Equivalents could be
transferred to the Borrower without the incurrence of United States federal
income tax in respect of the earnings and profits of such Subsidiaries
(including, without limitation, by repayment of loans or other obligations
owing by such Subsidiaries to the Borrower or a domestic Subsidiary of the
Borrower)) on the Tender Offer Closing Date (including, without limitation,
cash proceeds of issuance and sale by the Borrower of shares of its capital
stock to Vivendi S.A. (or a Subsidiary of Vivendi S.A. other than the Borrower
and its Subsidiaries) on the Tender Offer Closing Date; but excluding cash
proceeds of funding of the Tranche A Loan, the Tranche B Loan or any Revolving
Loan).


 


(c)   Section 2.01 [Commitments]
is hereby amended by amending and restating Section 2.01(b) to read
in its entirety as follows:


 

















 


(b)           to make a Tranche B Loan to the
Borrower on or before the Tranche B Commitment Termination Date in the
principal amount not to exceed its Tranche B Commitment; and


 


(d)   Section 2.07 [Termination and Reduction of
Commitments] is
hereby amended by amending and restating Section 2.07(a) to read in
its entirety as follows:


 


(a)         Termination of
Commitments.  The Tranche A
Commitment and the Tranche B Commitment both shall terminate automatically at
5:00 p.m., New York City time, on the Tender Offer Closing Date.  The Revolving Commitment shall terminate
automatically on the Revolving Maturity Date. 
Notwithstanding the foregoing, all the Commitments shall terminate
automatically on the date on which the Business Combination Agreement
terminates in accordance with its terms, if such termination occurs prior to
the Closing Date.


 


(e)   Section 3.12 [Use of Proceeds]
is hereby amended and restated to read in its entirety as follows:


 


3.12         Use of
Proceeds. 
The Borrower will use the proceeds of (a) the Tranche A Loan solely
to consummate the Tender Offer and to pay related fees and expenses, (b) the
Tranche B Loan solely to repay Indebtedness outstanding under the Vivendi Games
Facility and, to the extent Indebtedness under the Vivendi Games Facility was
repaid prior to the Tranche B Loan Funding Date, to pay that portion of the
Tender Offer Consideration calculated pursuant to Section 4.03(c)(ii)(B),
and to pay related fees and expenses, and (c) the Revolving Loans for
general corporate purposes.


 


(f)    Section 4.03 [Conditions to the Tranche B Loan]  is hereby amended by amending and restating Section
4.03(b) to read in its entirety as follows:


 


(b)        Vivendi
Games Facility Repayment Date.  On or prior to the date of the
funding of the Tranche B Loan, all Indebtedness outstanding under the Vivendi
Games Facility shall, with the proceeds of the Tranche B Loan or with funds
otherwise available to the Borrower, be paid off in full, all other obligations
of the borrower thereunder shall be satisfied (other than contingent indemnity
obligations that survive the repayment of such Indebtedness and the termination
of the lending commitments thereunder) and all lending commitments of the
lender thereunder terminated; and


 


(g)   Section 4.03 [Conditions to the Tranche B Loan]  is hereby further amended by inserting at the
end thereof a new Section 4.03(c), which shall read in its entirety as
follows:


 


(c)         Maximum
Amount of Tranche B Loan.  The
requested amount of the Tranche B Loan shall not exceed (i) the maximum amount of the Tranche B Commitment or (ii) the
sum of (A) the aggregate principal amount of Indebtedness outstanding
under the Vivendi Games Facility on the Tranche B Funding Date, plus (B) the
amount, if any, by which (x) the Aggregate Required Offer Consideration
certified pursuant to Section 4.02(d)(B) exceeds (y) Available
Cash on the Tender Offer Closing Date.


 


(h)   Section 5.07 [Use of Proceeds]
is hereby amended and restated to read in its entirety as follows:


 

















 


5.07               Use
of Proceeds. 
Use the proceeds of (i) the Tranche A Loan for the purposes of
financing directly or indirectly a portion of the Tender Offer Consideration
(as defined in the Business Combination Agreement) and to pay related fees and
expenses, (ii) the Tranche B Loan to repay Indebtedness outstanding under
the Vivendi Games Facility and, to the extent Indebtedness under the Vivendi
Games Facility was repaid prior to the Tranche B Loan Funding Date, to pay that
portion of the Tender Offer Consideration calculated pursuant to Section 4.03(c)(ii)(B),
and to pay related fees and expenses, and (iii) the Revolving Loans for
general corporate purposes.


 


Section 2.               Conditions to Effectiveness.  This Amendment shall become effective as of the date (the “Effective Date”) on
which each of the following conditions precedent shall have been satisfied:


 


(a)           Execution and delivery. The Lender and the Borrower each shall have
executed and delivered a duly executed counterpart of this Amendment.


 


(b)           Representations and
Warranties; No Defaults.  The Lender shall have received a certificate
of the Borrower certifying that both before and after giving effect to this
Amendment:


 


(i)            each of the representations and warranties
set forth in Article III
[Representations and Warranties] of the Credit Agreement and in the
other Loan Documents shall be true and correct in all material respects on and
as of the Effective Date with the same effect as though made on and as of such
date, except to the extent such representations and warranties expressly relate
to an earlier date, in which case such representations and warranties shall
have been true and correct as of such earlier date; provided, however, that references therein to the Credit
Agreement shall be deemed to refer to the Credit Agreement as amended by this
Amendment; and


 


(ii)           no Default or Event of Default shall have occurred and be continuing,
either on the date hereof or on the Effective Date.


 


Section 3.               Representations and Warranties.  The
Borrower hereby represents and warrants to the Lender as follows:


 


(a)           The execution, delivery and performance by
the Borrower of this Amendment have been duly authorized by all requisite
corporate action on the part of the Borrower and will not violate its
certificate of incorporation or bylaws.


 


(b)           This Amendment has been duly executed and
delivered by the Borrower, and the Credit Agreement as amended hereby
constitutes the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with their terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization and other similar laws relating to or affecting creditors’
rights generally and by the application of general equitable principles
(whether considered in proceedings at law or in equity).


 


(c)           (i) Each of the representations and
warranties made by the Borrower in the Credit Agreement, as amended hereby, and
the other Loan Documents, is true and correct in all material respects as of
the Effective Date (other than representations and warranties in any such Loan
Document that expressly speak as of an earlier date, which shall have been true
and correct in all material respects as of such earlier date) and (ii) no
Default or Event of Default has occurred and is continuing.


 

















 


Section 4.               Reference to and Effect on the Loan Documents.


 


(a)           As of the Effective Date, each reference in
the Credit Agreement and the other Loan Documents to “this Agreement,” “hereunder,” “hereof,” “herein”
or words of like import shall mean and be a reference to the Credit Agreement
or such other Loan Document as amended by this Amendment, and this Amendment
and the Credit Agreement shall be read together and construed as a single
instrument.


 


(b)           Except to the extent expressly amended
hereby, the Credit Agreement and all of the other Loan Documents are and shall
remain in full force and effect and are hereby ratified and confirmed.


 


Section 5.               Governing Law.  This
Amendment and the rights and obligations of the parties hereto shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of New York.


 


Section 6.               Headings.  Section headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purposes.


 


Section 7.               Execution in Counterparts.  This
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same instrument.  Receipt by
either party hereto of a facsimile copy of an executed signature page hereof
shall constitute receipt by it of an executed counterpart of this Amendment.


 


Section 8.               Waiver of Jury Trial.  Each
party hereto irrevocably waives trial by jury in any action or proceeding with
respect to this Amendment or any other Loan Document.


 


[SIGNATURE PAGE FOLLOWS]


 

















 


IN WITNESS WHEREOF, this Amendment has been duly
executed on the date first set forth above.


 


 


	
   

  	
  ACTIVISION,
  INC.,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert A. Kotick

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Robert A.
  Kotick

  
	
   

  	
   

  	
  Title:  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VIVENDI
  S.A.

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jean-Bernard Lévy

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Jean-Bernard
  Lévy

  
	
   

  	
   

  	
  Title:  Chairman of the Management Board