Activision Blizzard (ATVI)

Credit Facility Provided by Vivendi

        On April 29, 2008, we entered into a senior unsecured credit agreement with Vivendi, which we and Vivendi amended in connection with the consummation of the Combination. Pursuant to the credit agreement, as amended, Vivendi provided us with:

•

a term loan credit facility (the "Tranche A Facility") in an aggregate amount of up to $400 million to be applied to fund that portion of the tender offer described above, if any, in excess of $3.628 billion;



•

a term loan credit facility (the "Tranche B Facility") in an aggregate amount of up to $150 million, of which we may borrow up to the lesser of (1) the amount required to repay certain indebtedness of Vivendi Games and (2) the amount required to purchase shares of our Common Stock in the tender offer described above after we exhaust all unrestricted cash on hand; and



•

a revolving credit facility (the "Revolving Facility") in an aggregate amount of up to $475 million at any time to be used for general corporate purposes.

        Borrowings under each of the new credit facilities bear interest by reference to LIBOR (and under limited circumstances, at Vivendi's election, a "Base Rate"). The applicable margin with respect to loans bearing interest by reference to LIBOR is (1) 0.85% per annum for loans under the Tranche A Facility and (2) 1.20% per annum for loans under the Tranche B Facility and the Revolving Facility. The applicable margin with respect to loans bearing interest with reference to the Base Rate, if any, is 1.0% lower than the margin applicable to LIBOR borrowings. We did not borrow any amounts under any of these facilities in 2008. The Tranche A Facility and the Tranche B Facility terminated following the completion of the tender offer described above since these facilities were not used to fund the

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purchase of shares in the tender offer. The Revolving Facility will terminate and any amounts outstanding will be payable in full on March 31, 2011. Any unused amounts under the Revolving Facility are subject to a commitment fee of 0.42% per annum. We paid Vivendi an aggregate of $969,792 during the nine month period ended December 31, 2008 with respect to these credit facilities.

        The credit facilities are subject to customary negative covenants, in each case subject to certain exceptions, qualifications and baskets, including limitations on: indebtedness; liens; investments, mergers, consolidations and acquisitions; transactions with affiliates; issuance of preferred stock by subsidiaries; sale and leaseback transactions; restricted payments; and certain restrictions with respect to subsidiaries.

Credit Facility Provided by Vivendi

        On April 29, 2008, the Company entered into a senior unsecured credit agreement with Vivendi, which the Company and Vivendi amended in connection with the consummation of the Combination. Pursuant to the credit agreement, as amended, Vivendi provides the Company with:

•

a term loan credit facility (the "Tranche A Facility") in an aggregate amount of up to $400.0 million to be applied to fund that portion of the tender offer described above, if any, in excess of $3.628 billion;



•

a term loan credit facility (the "Tranche B Facility") in an aggregate amount of up to $150.0 million, of which the Company may borrow up to the lesser of (i) the amount required to repay certain indebtedness of Vivendi Games and (ii) the amount required to purchase shares of Common Stock in the tender offer described above after the Company exhausts all unrestricted cash on hand; and



•

a revolving credit facility (the "Revolving Facility") in an aggregate amount at any time of up to $475.0 million to be used for general corporate purposes.

        Borrowings under each of the new credit facilities bear interest by reference to LIBOR (and under limited circumstances, at Vivendi's election, a "Base Rate"). The applicable margin with respect to loans bearing interest by reference to LIBOR is (i) 0.85% per annum for loans under the Tranche A Facility and (ii) 1.20% per annum for loans under the Tranche B Facility and the Revolving Facility. The applicable margin with respect to loans bearing interest with reference to the Base Rate, if any, is 1.0% lower than the margin applicable to LIBOR borrowings.

        Any unused amounts under the Revolving Facility are subject to a commitment fee of 0.42% per annum.

        The Tranche A Facility is payable in full on March 31, 2010. The Tranche B Facility and the Revolving Facility will terminate and be payable in full on March 31, 2011.

        The credit facilities are subject to customary negative covenants, in each case subject to certain exceptions, qualifications and baskets, including limitations on: indebtedness; liens; investments, mergers, consolidations and acquisitions; transactions with affiliates; issuance of preferred stock by subsidiaries; sale and leaseback transactions; restricted payments; and certain restrictions with respect to subsidiaries.