8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) April 11, 2008

ELECTRONIC ARTS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-17948	94-2838567
(Commission File Number)	(IRS Employer Identification No.)

209 Redwood Shores Parkway, Redwood City, California 94065-1175

(Address of Principal Executive Offices) (Zip Code)

(650) 628-1500

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement.

Redwood City, California Headquarters Facilities – Phase One Lease

In February 1995, Electronic Arts Inc. (the “Company”) entered into a build-to-suit lease (“Phase One Lease”) with a third-party lessor for the Company’s headquarters facilities in Redwood City, California (“Phase One Facilities”). The Phase One Facilities comprise a total of approximately 350,000 square feet and provide space for sales, marketing, administration and research and development functions. In July 2001, the lessor refinanced the Phase One Lease with Keybank National Association through July 2006. The Phase One Lease expires in January 2039, subject to early termination in the event the underlying financing between the lessor and its lenders is not extended. Subject to certain terms and conditions, the Company may purchase the Phase One Facilities or arrange for the sale of the Phase One Facilities to a third party.

Pursuant to the terms of the Phase One Lease, the Company has an option to purchase the Phase One Facilities at any time for a purchase price of $132 million. In the event of a sale to a third party, if the sale price is less than $132 million, the Company will be obligated to reimburse the difference between the actual sale price and $132 million, up to a maximum of $117 million, subject to certain provisions of the Phase One Lease, as amended.

On May 26, 2006, the lessor extended its loan financing underlying the Phase One Lease with its lenders through July 2007, and on May 14, 2007, the lenders extended this financing again for an additional year through July 2008.

On April 11, 2008, the lessor extended the loan financing underlying the Phase One Lease for an additional year through July 16, 2009 by entering into the Fourth Omnibus Amendment among Electronic Arts Redwood LLC, as lessee, the Company, as guarantor, SELCO Service Corporation (doing business in California as “Ohio SELCO Service Corporation”), as lessor, various liquidity banks, The Bank of Nova Scotia, as documentation agent, and KeyBank National Association, as agent (the “Phase One Amendment”). The effective date of the Phase One Amendment is April 14, 2008. The Phase One Amendment also modified (i) the “Quick Ratio,” which is one of the financial covenants the Company must satisfy in connection with the Phase One Lease, and (ii) the definition of “Cash Equivalents,” which is used in connection with the determination of the Company’s compliance with the Quick Ratio financial covenant.

The Company accounts for the Phase One Lease arrangement as an operating lease in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 13, “Accounting for Leases”, as amended.

A copy of the Phase One Amendment is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Redwood City, California Headquarters Facilities – Phase Two Lease

In December 2000, the Company entered into a second build-to-suit lease (“Phase Two Lease”) with Keybank National Association for a five and one-half year term beginning in December 2000 to expand the Company’s Redwood City, California headquarters facilities and develop adjacent property (“Phase Two Facilities”). Construction of the Phase Two Facilities was completed in June 2002. The Phase Two Facilities comprise a total of approximately 310,000 square feet and provide space for sales, marketing, administration and research and development functions. Subject to certain terms and conditions, we may purchase the Phase Two Facilities or arrange for the sale of the Phase Two Facilities to a third party.

Pursuant to the terms of the Phase Two Lease, the Company has an option to purchase the Phase Two Facilities at any time for a purchase price of $115 million. In the event of a sale to a third party, if the sale price is less than $115 million, the Company will be obligated to reimburse the difference between the actual sale price and $115 million, up to a maximum of $105 million, subject to certain provisions of the Phase Two Lease, as amended.

On May 26, 2006, the lessor extended the Phase Two Lease through July 2009 subject to early termination in the event the underlying loan financing between the lessor and its lenders is not extended. Concurrently with the extension of the lease, the lessor extended the loan financing underlying the Phase Two Lease with its lenders through July 2007. On May 14, 2007 the lenders extended this financing again for an additional year through July 2008.

On April 11, 2008, the lessor extended the loan financing underlying the Phase Two Lease through July 16, 2009 by entering into a Fourth Omnibus Amendment among Electronic Arts Redwood LLC, as lessee, the Company, as guarantor, SELCO Service Corporation (doing business in California as “Ohio SELCO Service Corporation”), as lessor, various liquidity banks, and KeyBank National Association, as agent (“Phase Two Amendment”). The effective date of the Phase Two Amendment is April 14, 2008. The Phase Two Amendment also modified (i) the “Quick Ratio,” which is one of the financial covenants the Company must satisfy in connection with the Phase Two Lease, and (ii) the definition of “Cash Equivalents,” which is used in connection with the determination of the Company’s compliance with the Quick Ratio financial covenant.

The Company accounts for the Phase Two Lease arrangement as an operating lease in accordance with SFAS No. 13, as amended.

A copy of the Phase Two Amendment is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Fourth Omnibus Amendment (2001 Transaction), dated as of April 14, 2008 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 thereto, as Liquidity Banks, The Bank of Nova Scotia, as Documentation Agent and Keybank National Association, as Agent.
10.2	Fourth Omnibus Amendment (2000 Transaction), dated as of April 14, 2008 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 thereto, as Liquidity Banks, and KeyBank National Association, as Agent.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ELECTRONIC ARTS INC.
Dated: April 11, 2008	By:	/s/ Stephen G. Bené
		Stephen G. Bené
		Senior Vice President, General Counsel and Corporate Secretary

EX-10.1

Exhibit 10.1

FOURTH OMNIBUS AMENDMENT

Dated as of April 14, 2008

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,

THE BANK OF NOVA SCOTIA,

as Documentation Agent

and

KEYBANK NATIONAL ASSOCIATION,

as Agent

FOURTH OMNIBUS AMENDMENT

This FOURTH OMNIBUS AMENDMENT (this “Amendment”) is entered into as of April 14, 2008 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”); THE BANK OF NOVA SCOTIA, as Documentation Agent (the “Documentation Agent”); 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 July 16, 2001 (as amended, supplemented, restated or otherwise modified from time to time, referred to as the “Participation Agreement” or sometimes as the “Credit Agreement”) among certain of the parties party hereto, and the rules of interpretation set forth in such Appendix shall apply to this Amendment.

W I T N E S S E T H :

WHEREAS, the parties hereto wish to amend the Operative Documents to (a) extend the Maturity Date for the Notes to “July 16, 2009” pursuant to Section 15.19 of the Participation Agreement, (b) amend the definition of “Cash Equivalents”, and (c) amend the Quick Ratio covenant; 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, the definition of “Cash Equivalents” contained in Appendix A to the Participation Agreement shall be and is hereby amended in its entirety and restated as follows:

“Cash Equivalents” means assets properly classified as “cash”, “cash equivalents” or “short term investments” under U.S. GAAP.

(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, 2009.

(c) 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, 2009; or (ii) such earlier date as the Agent shall deliver notice of an Acceleration Event.

2001 Lease Fourth Omnibus Amendment

(d) From and after the Amendment Effective Date, Section 8.3(d) of the Participation Agreement shall be and is hereby amended in its entirety and restated as follows:

(d) Quick Ratio. The Guarantor shall not, at any time, permit the ratio of the sum of its cash and Cash Equivalents and accounts receivable (net reserves) to Total Consolidated Debt to be less than 1.00:1.00 for each fiscal quarter.

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.

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2001 Lease Fourth Omnibus Amendment

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 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 Sections 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 and (b) payment to Lessor and each Liquidity Bank party hereto of an extension fee in an amount equal to five basis points (0.05%) of Lessor’s and each such Liquidity Bank’s portion of the Outstanding Lease Balance.

[Signature Pages to Follow]

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2001 Lease Fourth 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, as Lessee
	By
		Name
		Its
Guarantor:	ELECTRONIC ARTS INC.
	By
		Name
		Its
Lessor:	SELCO SERVICE CORPORATION (doing business in California as “Ohio SELCO Service Corporation”)
	By
		Name
		Its

S-1

2001 Lease Fourth Omnibus Amendment

Agent:	KEYBANK NATIONAL ASSOCIATION
	By
		Name
		Its
Liquidity Bank:	KEYBANK NATIONAL ASSOCIATION
	By
		Name
		Its
Liquidity Bank:	BNP PARIBAS LEASING CORPORATION
	By
		Name
		Its
Liquidity Bank:	U.S. BANK NATIONAL ASSOCIATION
	By
		Name
		Its

S-2

2001 Lease Fourth Omnibus Amendment

Liquidity Bank and Documentation Agent:	THE BANK OF NOVA SCOTIA
	By
		Name
		Its
Liquidity Bank:	BANK OF AMERICA, NATIONAL ASSOCIATION
	By
		Name
		Its
Liquidity Bank:	WELLS FARGO BANK, NATIONAL ASSOCIATION
	By
		Name
		Its

S-3

EX-10.2

Exhibit 10.2

FOURTH OMNIBUS AMENDMENT

Dated as of April 14, 2008

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

FOURTH OMNIBUS AMENDMENT

This FOURTH OMNIBUS AMENDMENT (this “Amendment”) is entered into as of April 14, 2008 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 (a) extend the Maturity Date for the Notes to “July 16, 2009” pursuant to Section 15.17 of the Participation Agreement, (b) amend the definition of “Cash Equivalents”, and (c) amend the Quick Ratio covenant; 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, the definition of “Cash Equivalents” contained in Appendix A to the Participation Agreement shall be and is hereby amended in its entirety and restated as follows:

“Cash Equivalents” means assets properly classified as “cash”, “cash equivalents” or “short term investments” under U.S. GAAP.

(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, 2009.

(c) 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, 2009; or (ii) such earlier date as the Agent shall deliver notice of an Acceleration Event.

2000 Lease Fourth Omnibus Amendment

(d) From and after the Amendment Effective Date, Section 8.3(d) of the Participation Agreement shall be and is hereby amended in its entirety and restated as follows:

(d) Quick Ratio. The Guarantor shall not, at any time, permit the ratio of the sum of its cash and Cash Equivalents and accounts receivable (net reserves) to Total Consolidated Debt to be less than 1.00:1.00 for each fiscal quarter.

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.

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2000 Lease Fourth Omnibus Amendment

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 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 Sections 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 and (b) payment to Lessor and each Liquidity Bank party hereto of an extension fee in an amount equal to five basis points (0.05%) of Lessor’s and each such Liquidity Bank’s portion of the Outstanding Lease Balance.

[Signature Pages to Follow]

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2000 Lease Fourth 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
			Name
			Its
Guarantor:	ELECTRONIC ARTS INC.
		By
			Name
			Its
Lessor:	SELCO SERVICE CORPORATION (doing business in California as “Ohio SELCO Service Corporation”)
		By
			Name
			Its

S-1

2000 Lease Fourth Omnibus Amendment

Agent:	KEYBANK NATIONAL ASSOCIATION, as Agent
	By
		Name
		Its
Liquidity Bank:	KEYBANK NATIONAL ASSOCIATION
	By
		Name
		Its
Liquidity Bank:	BARCLAYS BANK PLC
	By
		Name
		Its
Liquidity Bank:	BNP PARIBAS LEASING CORPORATION
	By
		Name
		Its
Liquidity Bank:	THE BANK OF NOVA SCOTIA
	By
		Name
		Its

S-2