Definitions

Definitions. Section 1.1 of the Credit Agreement shall be amended by adding the following new definitions (to the extent not already included in said Section 1.1) and inserting the same in the appropriate alphabetical locations and amending the following definitions (to the extent already included in said Section 1.1) to read in their entirety as follows: "Consolidated Total Debt" means, in respect of the Borrower and its Subsidiaries on a consolidated basis, as at any date of determination, the aggregate... stated balance sheet amount of all Indebtedness, determined on a consolidated basis in accordance with GAAP, but excluding (i) Indebtedness constituting letters of credit issued for insurance regulatory purposes and for Amendment No.2 which adequate insurance reserves or other appropriate provisions consistent with Borrower's past practice have been made therefor and (ii) Non-Recourse Indebtedness. "Indebtedness" as applied to any Person, means (i) all indebtedness for borrowed money, (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP, (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money, (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument, (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person, (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another of the type described in clauses (i) through (vi) above and clauses (x) and (xi) below; (viii) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof (other than customary and reasonable, unmatured and unpaid indemnity obligations with respect to the Contractual Obligations of the Borrower or a wholly-owned Subsidiary); (ix) any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclause (a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in clause (viii) above; (x) all obligations of such Person in respect of any Interest Rate Agreement and Currency Agreement; and (xi) all obligations of such Person in respect of any Hybrid Securities and Disqualified Capital Stock, provided that, in the case of this clause (xi), only the amount of those obligations that exceed 15% of Consolidated Capitalization at the time of determination shall be included as Indebtedness. Notwithstanding the foregoing, and for the avoidance of doubt, "Indebtedness" shall not include (a) any liability for collateral held by the Borrower and/or its Subsidiaries relating to securities lending transactions and (b) any commitment or other undertaking of such Person to provide funds for the purchase or acquisition of any investment, including, without limitation, commitments in the nature of capital calls or capital contributions for private equity funds or similar investments. Amendment No.2 "Non-Recourse Indebtedness" means Indebtedness of a Subsidiary in connection with the consolidation of such Subsidiary as a "Variable Interest Entity" under Financial Accounting Standards Boards Interpretation No. 46R (or any successor interpretations or amendments thereto and as affected by any subsequent relevant pronouncements of the FASB or, if, and to the extent applicable, the Securities and Exchange Commission), provided that (i) the satisfaction of such Indebtedness is limited to the real property of such Subsidiary (except for customary exceptions for fraud, misapplication of funds and environmental indemnities) and (ii) the amount of all such Indebtedness that is deemed to constitute Non-Recourse Indebtedness shall be limited to the extent necessary to ensure that the aggregate outstanding amount of Non-Recourse Indebtedness of all such Subsidiaries does not at any time exceed 15% of Consolidated Adjusted Net Worth. View More

Definitions. The definitions in Section 1.1 of the Indenture for the following terms are deleted in their entirety: "Company Notice," "Company Notice Date," "Market Price" and "Sale Price."

Definitions. In this Agreement: "Amended Agreement" means the Original Facility Agreement, as amended by this Agreement. "Amendment Documents" means this Agreement and the Amendment Fee Letter. "Amendment Fee Letter" means the letter dated 16 September 2005 between the Company, the Agent, and Citigroup Global Markets Limited setting out certain fees payable in connection with this Agreement. "Effective Date" means 27 October 2005. "Original Facility Agreement" means the €650,000,000 facility agreement dated... 7 February 2005 between the Company, the Borrowers, the Agent, the Arranger and the Existing Lenders. "Outgoing Lenders" means Banca di Roma S.p.A. London Branch and RBC Finance B.V. View More

Definitions. Capitalized terms used but not defined herein have the meaning set forth in the Agreement and Appendix A thereto. In addition, the following terms have the following respective meanings:

Definitions. In the event of a conflict between the capitalized terms defined and set forth in this Amendment and the defined terms of the Agreement, the definitions set forth in this Amendment shall control.

Definitions. Other Definitions. For the purposes of this Agreement, the following terms have the following meanings: "Billed Account" shall mean an Account for which the Servicer has produced an original statement during the applicable period within the Interim Servicing Period (in accordance with Servicer's Policies and Procedures and at the completion of its billing cycle), as shown on Seller's system generated, daily management reports relative to the Accounts. "Service Transfer Event" shall... mean an event set forth in Article 9 hereof. "Servicer" shall mean the entity designated by Purchaser, pursuant to Section 2.1 and 2.2, to perform the Services. "Servicer's Policies and Procedures" means Servicer's policies, procedures and normal, day-to-day business practices in compliance with such policies and procedures and Servicer's normal financial accounting guidelines for the conduct of the Business, all as existing 1 as of the Site Visit Date which shall not be changed or altered during the Interim Servicing Period unless the changed or altered policy, procedure or practice has been approved in writing by Purchaser or, if the Servicer will continue to be in the credit card business, is going to be applied to the Servicer's entire credit card business, in which case Seller shall notify Purchaser of such change, as soon as possible. "Services" means those services necessary for Purchaser to administer the Accounts, including, but not limited to, those services listed in Article 3. View More

Definitions. Unless otherwise specifically defined herein, each term used herein that is defined in the Shortfall Agreement has the meaning assigned to such term therein.

Definitions. Terms defined in the preamble to this Agreement shall have the meanings given to such terms in such preamble. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. In addition, as used in this Agreement, the following terms have the meanings specified below:

Definitions. The capitalized terms used in this Plan have the meanings set forth below. Except when otherwise indicated by the context, reference to the masculine gender shall include, when used, the feminine gender and any term used in the singular shall also include the plural.

Definitions. For purposes of these Award Terms, the following terms shall have the meanings set forth below: "Award" means the award described on the Grant Notice. "Cause" has the meaning given to such term in the Employment Agreement. "Change of Control" has the meaning given to such term in the Employment Agreement. "Closing Price" has the meaning given to such term in the Employment Agreement. "Closing Share Value" has the meaning given to such term in the Employment Agreement. "Common Shares" means... the shares of common stock, par value $0.000001 per share, of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 9 hereof. For the avoidance of doubt, the term "Common Shares" as used in these Award Terms shall include "Company Common Stock" as such term is used in the Employment Agreement. "Company Group" has the meaning given to such term in the Employment Agreement. "Company-Sponsored Equity Account" means an account that is created with the Equity Account Administrator in connection with the administration of the Company's equity plans and programs, including the Plan. "Date of Grant" means the Date of Grant of the Award set forth on the Grant Notice. "Date of Termination" has the meaning given to such term in the Employment Agreement. "Death" has the meaning given to such term in the Employment Agreement. "Disability" has the meaning given to such term in the Employment Agreement. "Employment Agreement" means the Amended and Restated Employment Agreement between the Holder and the Company, dated December 1, 2007. "Equity Account Administrator" means the brokerage firm utilized by the Company from time to time to create and administer accounts for participants in the Company's equity plans and programs, including the Plan. "Exercise Price" means the Exercise Price set forth on the Grant Notice. "Expiration Date" means the Expiration Date set forth on the Grant Notice. "Good Reason" has the meaning given to such term in the Employment Agreement. "Grant Notice" means the Notice of Stock Option Award to which these Award Terms are attached as Exhibit A. "Holder" means the recipient of the Award named on the Grant Notice. "Option" means the Stock Option to purchase Common Shares awarded to the Holder on the terms and conditions described in the Grant Notice, these Award Terms and the Employment Agreement. "Plan" means the Activision, Inc. 2007 Incentive Plan, as amended from time to time. "Release" has the meaning given to such term in the Employment Agreement. "Release Period" has the meaning given to such term in the Employment Agreement. "Resignation" has the meaning given to such term in the Employment Agreement. "Shares" means the Common Shares purchasable upon exercise of the Option. "Withholding Taxes" means any taxes, including, but not limited to, social security and Medicare taxes and federal, state and local income taxes, required to be withheld under any applicable law. View More