Second Omnibus Amendment (2000 Transaction)



 Exhibit 10.2 
 Execution 

 SECOND OMNIBUS
AMENDMENT 
 Dated as of May 26, 2006 
 Among 
 ELECTRONIC ARTS REDWOOD LLC, 
 as Lessee, 
 ELECTRONIC
ARTS INC., 
 as Guarantor, 
 SELCO SERVICE CORPORATION 
 (doing business in California as “Ohio SELCO
Service Corporation”), 
 as Lessor, 
 THE VARIOUS LIQUIDITY BANKS PARTY HERETO, 
 as Liquidity Banks, 
 and 
 KEYBANK NATIONAL ASSOCIATION, 
 as Agent 
  








 SECOND OMNIBUS AMENDMENT 
 This SECOND OMNIBUS AMENDMENT (this “Amendment”) is entered into as of May 26, 2006
among, ELECTRONIC ARTS REDWOOD LLC, a Delaware limited liability company, as Lessee (the “Lessee”); ELECTRONIC ARTS INC., a Delaware
corporation, as Guarantor (the “Guarantor”); SELCO SERVICE CORPORATION, an Ohio corporation (doing business in California as “Ohio SELCO Service Corporation”), as Lessor (the
“Lessor”); each of the liquidity banks party hereto (each, a “Liquidity Bank” or, sometimes referred to as a “Purchaser” and collectively, the “Liquidity Banks” or sometime referred
to as the “Purchasers”); and KEYBANK NATIONAL ASSOCIATION, as Agent (the “Agent”). All capitalized terms used herein without definition shall have the same
meanings herein as such terms are defined in Appendix A to the Participation Agreement dated as of December 6, 2000 (as amended, supplemented, restated or otherwise modified from time to time, the “Participation Agreement”)
among certain of the parties party hereto, and the rules of interpretation set forth in such Appendix shall apply to this Amendment. 
 WITNESSETH: 
 WHEREAS, the parties hereto wish to amend the Operative Documents to extend
(a) the Maturity Date for the Notes to July 16, 2007, and (b) the Lease Termination Date to July 16, 2009 (subject to the terms hereof); and 
 NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows: 
 Section 1. Amendments to Operative Documents. (a) From and after the Amendment
Effective Date, Section 15.17 of the Participation Agreement is hereby amended in its entirety and restated as follows: 
 “Section 15.17. Request for Extension of Maturity Date; Replacement of Non-Consenting Purchasers” 
 (a) If, three (3) months prior to the Maturity Date, the stated maturity date of the Notes is still scheduled to occur prior to the Lease Termination Date, the Lessee on behalf of the Lessor shall, not later than the date occurring
three (3) months prior to the then effective Maturity Date, request that the holder or holders of the Notes extend the then stated Maturity Date of the Notes (1) for an additional one (1) year period, to July 16, 2008, and
(2) thereafter, if the stated Maturity Date of the Notes is still scheduled to occur prior to July 16, 2009, for a second additional one (1) year period, to July 16, 2009. In the event any holder or holders of the Notes elect not
to extend such stated Maturity Date in such holder’s or holders’ sole discretion, the Lessee (i) may procure an Eligible Assignee for such Note(s) upon the same terms and conditions as are set forth in Section 4.7 of the
Participation Agreement pertaining to Affected Parties, (ii) without prejudice to its ability to exercise the Remarketing Option, may, at its election, (A) purchase (or the Guarantor or any of its Affiliates may purchase) Note(s) in the
principal 







 Second Omnibus Amendment 
 amount equal to the Maximum Recourse Amount (which Lessor, Lessee and Guarantor agree is $105,446,439.38) from the holders thereof on or prior to such stated Maturity Date (such Notes, the “Guarantor
Notes”) at a purchase price of par together with all accrued and unpaid interest and fees, expenses and other amounts payable in connection therewith without recourse or representation or warranties of any kind and thereafter, the Maturity
Date for such Guarantor Notes will be July 16, 2009 (or such earlier date as the Agent shall deliver notice of an Acceleration Event) and (B) require the Lessor to increase (and Lessor hereby agrees to increase) the Aggregate Equity
Investment Commitment in an amount (such amount, the “Equity Increase”) equal to the difference between the then remaining outstanding principal balance of all Notes minus the then remaining outstanding principal balance of
the Guarantor Notes (so that the sum of the principal amount of the Guarantor Notes plus the increase in the Aggregate Equity Investment Commitment equals the outstanding principal balance of all Notes at such time) and apply the Equity
Increase to the discharge of the Notes that are not Guarantor Notes, or (iii) may elect to allow the Maturity Date to continue unchanged in which case the Lease Termination Date shall be the then stated Maturity Date and the provisions of
Section 18.8 of the Master Lease shall apply. Lessee shall provide to Lessor and Agent written notice of which of the above options it elects. If the Lessee does not provide such notice then Lessee shall be deemed to have elected the option set
forth in (iii) above. 
 (b) In the event Lessee, Guarantor or any of their Affiliates elects the option set forth in
Section 15.17(a)(ii) above, the following provisions will apply: 
 (i) The proceeds of the purchase price for the
Guarantor Notes will be applied in the following order of priority: first, for the purchase of such Notes from all Lenders that are not KeyBank National Association or one of its Affiliates, and second, for the purchase of such Notes
from all Lenders that are KeyBank National Association or one of its Affiliates. 
 (ii) In the event of any acquisition by
any of the Guarantor, Lessee or any of their Affiliates (herein, the “Guarantor Parties”) of the Guarantor Notes, the Guarantor Parties shall not have any voting rights pursuant to the Operative Documents as a Purchaser, Lessor
Party or a Consenting Party. Without limiting the generality of the foregoing, with respect to calculating the voting percentage, any Guarantor Notes held by any Guarantor Party shall be treated as if the balance of the principal respecting such
Guarantor Notes was zero dollars ($0) and shall not be counted for purposes of determining the Consenting Parties and in no event will the Guarantor be entitled to vote on matters requiring a unanimous vote. No purchase by the Guarantor Parties of
the Guarantor Notes pursuant to this Section 15.17 shall permit (or be interpreted to permit) the Guarantor or the Lessee to offset or credit any amounts due to Guarantor as a holder of the Guarantor Notes against any obligations of the Lessee
Parties under the Operative Documents (including without limitation the obligation of the Lessee to pay Rent). 
  

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 Second Omnibus Amendment 
 (iii) Upon the occurrence and during the continuation of any Lease Default or Lease Event of Default, the rights of any Guarantor Party
to any and all amounts otherwise payable to such Guarantor Party (as the holder of the Guarantor Notes) pursuant to the Operative Documents shall be subordinated and deferred (and the rights of the Guarantor Parties to such amounts shall be voided
without further action for the duration of any such Lease Default or Leave Event of Default) until such time as all amounts payable to all other Transaction Parties as of such time pursuant to any of the Operative Documents have been paid in full.

 (b) From and after the Amendment Effective Date, the definition of “Maturity Date” contained in Appendix A to the
Participation Agreement shall be and is hereby amended in its entirety and restated as follows: 
 “Maturity
Date” means July 16, 2007. 
 (c) From and after the Amendment Effective Date, the definition of “Lease Termination
Date” contained in Appendix A to the Participation Agreement shall be and is hereby amended in its entirety and restated as follows: 
 “Lease Termination Date” means the earliest of: (i) July 16, 2009; or (ii) the Maturity Date if the same is not extended pursuant to the terms of Section 15.17(a) of the
Participation Agreement. 
 (d) From and after the Amendment Effective Date, the definition of “Maturity Date” contained in
the first paragraph of each Note shall be and is hereby amended in its entirety and restated as follows: 
 “Maturity
Date” means the earliest of: (i) July 16, 2007 subject to extension pursuant to Section 15.17 of the Participation Agreement; or (ii) such earlier date as the Agent shall deliver notice of an Acceleration Event.

 (e) From and after the Amendment Effective Date, Section 2.3 of the Master Lease shall be and is hereby amended in its entirety and
restated as follows: 
 “Section 2.3. Lease Term. The term of this Master Lease shall be for approximately eight
and one-half (8 1/2) years (the “Lease Term”), unless earlier terminated pursuant to the
terms hereof. The Lease Term shall commence on (and include) the initial Funding Date and end on (but exclude) the Lease Termination Date.” 
 (f) From and after the Amendment Effective Date, Section 18.3(a) of the Master Lease shall be and is hereby amended in its entirety and restated as follows: 
 “(a) Not later than one hundred eighty (180) days prior to the Lease Termination Date, the Lessee shall have given to the Lessor
and the other Lessor Parties written notice (a “Remarketing Notice”) of the Lessee’s exercise of the Remarketing Option, which exercise shall be irrevocable.” 
  

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 Second Omnibus Amendment 
 (g) From and after the Amendment Effective Date, all references to “Maturity Date” contained in Sections 6.2, 18.1, 18.2 and 18.8 of the Master Lease shall be and are hereby amended to delete the same
and substitute in lieu thereof “Lease Termination Date.” 
 Section 2. Representations and Warranties. The
Lessee and the Guarantor each hereby represents and warrants to the Agent, the Purchasers and the Lessor that, as of the date hereof, (a) no Lease Default or Lease Event of Default has occurred and is continuing, and (b) the transactions
contemplated by this Amendment and the other Operative Documents to which it is a party and the transactions contemplated hereby and thereby (i) are within its respective corporate authority and legal right, (ii) have been duly authorized
by all necessary corporate proceedings, (iii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which it is subject or any judgment, order, writ, injunction, license or permit
applicable to it which could have a Material Adverse Effect, (iv) do not conflict with any provision of its corporate charter or bylaws of, or any agreement or other instrument binding upon it, (v) do not require any consent, approval or
authorization of any Governmental Authority or any other Person not a party hereto and (vi) do not result in, or require the creation or imposition of, any Lien on any of its properties other than as contemplated by the Operative Documents.

 Section 3. Ratification; Continuing Effectiveness. After giving effect to the amendments and agreements contained herein, the
parties hereto agree that, as heretofore and herein amended, the Participation Agreement, the Master Lease and each of the Operative Documents (including, without limitation the Master Lease and Guaranty, but not including the Liquidity
Documentation) shall remain in full force and effect and each of the agreements and obligations contained therein (as previously amended and as amended hereby) is hereby ratified and confirmed in all respects. After the Amendment Effective Date, all
references to any of the Operative Documents contained in the Operative Documents shall refer to such Operative Document as amended hereby. 
 Section 4. Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment. 
 Section 5. Governing Law. This Amendment shall be a contract made under
and governed by the laws of the State of California applicable to contracts made and to be performed entirely within such state. 
 Section 6. Successors and Assigns. This Amendment shall be binding upon the parties hereto and their respective successors and assigns, and shall inure to the benefit of the parties hereto, and their respective successors and
assigns. 
 Section 7. Further Assurances. The parties hereto shall take or cause to be taken from time to time all action
reasonably necessary to assure that the intent of the parties hereunder 
  

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 Second Omnibus Amendment 
 is given effect. The parties hereto shall execute and deliver, or cause to be executed and delivered, to the other parties hereto from time to time, promptly upon request therefor, any and all other and further
instruments that may be reasonably requested by any party hereto to cure any deficiency in the execution and delivery of this Amendment or any other Operative Document to which it is a party. 
 Section 8. Effectiveness. The amendments set forth in Section 1 above shall become effective as of the date hereof (the
“Amendment Effective Date”) upon (a) the Agent’s receipt of counterparts of this Amendment executed by the Lessee, the Guarantor, the Agent, the Lessor and the Liquidity Banks, (b) the Agent’s receipt of
satisfactory evidence as to proper authorization of the Lessee and the Guarantor to enter into the extensions contemplated hereby, and (c) the Lessee’s payment of all fees and expenses set forth in that certain letter agreement dated
May 18, 2006 (and accepted by Lessee and Guarantor on May 22, 2006) by and among KeyBanc Capital Markets, Lessee and Guarantor. 
 [Signature Pages to Follow] 
  

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 Second Omnibus Amendment 
 This Amendment is entered into between us for the uses and purposes hereinabove set forth as of the date first above written 
  

					
	Lessee:	 	 ELECTRONIC ARTS REDWOOD LLC,
 a Delaware limited liability company

			
		 	By	 	 /s/ Glen Kohl

		 	Name	 	Glen Kohl
		 		 	Its Senior Vice President
		
	Guarantor:	 	ELECTRONIC ARTS INC.
			
		 	By	 	 /s/ Ken Barker

		 	Name	 	Ken Barker
		 		 	Its SVP, Chief Accounting Officer
		
	Lessor:	 	 SELCO SERVICE CORPORATION
 (doing business in California as “Ohio SELCO Service Corporation”)

			
		 	By	 	 /s/ Donald C. Davis

		 		 	Donald C. Davis
		 		 	Its Vice President

  

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 Second Omnibus Amendment 
  

					
	Agent:	 	 KEYBANK NATIONAL ASSOCIATION,
 as Agent

			
		 	By	 	 /s/ Kim A. Richmond

		 		 	Kim A. Richmond
		 		 	Its Portfolio Manager
		
	Liquidity Bank:	 	KEYBANK NATIONAL ASSOCIATION
			
		 	By	 	 /s/ Kim A. Richmond

		 		 	Kim A. Richmond
		 		 	Its Portfolio Manager
		
	Liquidity Bank:	 	BARCLAYS BANK PLC
			
		 	By	 	 /s/ Nicholas A. Bell

		 		 	Nicholas A. Bell
		 		 	Its Director
		
	Liquidity Bank:	 	BNP PARIBAS
			
		 	By	 	 /s/ Barry Mendelsohn

		 		 	Barry Mendelsohn
		 		 	Its Director
		
	Liquidity Bank:	 	THE BANK OF NOVA SCOTIA
			
		 	By	 	 /s/ Ajit Goswami

		 		 	Ajit Goswami
		 		 	Its Director

  

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