Activision Blizzard (ATVI)

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: