Activision Blizzard (ATVI)

(b)           to make a Tranche B Loan to the Borrower on or before the Tranche B Commitment Termination Date in the principal amount not to exceed its Tranche B Commitment; and

(d)   Section 2.07 [Termination and Reduction of Commitments] is hereby amended by amending and restating Section 2.07(a) to read in its entirety as follows:

(a)         Termination of Commitments.  The Tranche A Commitment and the Tranche B Commitment both shall terminate automatically at 5:00 p.m., New York City time, on the Tender Offer Closing Date.  The Revolving Commitment shall terminate automatically on the Revolving Maturity Date.  Notwithstanding the foregoing, all the Commitments shall terminate automatically on the date on which the Business Combination Agreement terminates in accordance with its terms, if such termination occurs prior to the Closing Date.

(e)   Section 3.12 [Use of Proceeds] is hereby amended and restated to read in its entirety as follows:

3.12         Use of Proceeds.  The Borrower will use the proceeds of (a) the Tranche A Loan solely to consummate the Tender Offer and to pay related fees and expenses, (b) the Tranche B Loan solely to repay Indebtedness outstanding under the Vivendi Games Facility and, to the extent Indebtedness under the Vivendi Games Facility was repaid prior to the Tranche B Loan Funding Date, to pay that portion of the Tender Offer Consideration calculated pursuant to Section 4.03(c)(ii)(B), and to pay related fees and expenses, and (c) the Revolving Loans for general corporate purposes.

(f)    Section 4.03 [Conditions to the Tranche B Loan] is hereby amended by amending and restating Section 4.03(b) to read in its entirety as follows:

(b)        Vivendi Games Facility Repayment Date.  On or prior to the date of the funding of the Tranche B Loan, all Indebtedness outstanding under the Vivendi Games Facility shall, with the proceeds of the Tranche B Loan or with funds otherwise available to the Borrower, be paid off in full, all other obligations of the borrower thereunder shall be satisfied (other than contingent indemnity obligations that survive the repayment of such Indebtedness and the termination of the lending commitments thereunder) and all lending commitments of the lender thereunder terminated; and

(g)   Section 4.03 [Conditions to the Tranche B Loan] is hereby further amended by inserting at the end thereof a new Section 4.03(c), which shall read in its entirety as follows:

(c)         Maximum Amount of Tranche B Loan.  The requested amount of the Tranche B Loan shall not exceed (i) the maximum amount of the Tranche B Commitment or (ii) the sum of (A) the aggregate principal amount of Indebtedness outstanding under the Vivendi Games Facility on the Tranche B Funding Date, plus (B) the amount, if any, by which (x) the Aggregate Required Offer Consideration certified pursuant to Section 4.02(d)(B) exceeds (y) Available Cash on the Tender Offer Closing Date.

(h)   Section 5.07 [Use of Proceeds] is hereby amended and restated to read in its entirety as follows: