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
“ 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 ass