On June 22, 2022 (the “Closing Date”), Take-Two Interactive Software, Inc, as borrower, entered into an unsecured 364-Day Term Loan Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders, JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners, and Wells Fargo Securities, LLC as Syndication Agent (the “Credit Agreement”). The Credit Agreement provides for an unsecured 364-day term loan credit facility (the “Credit Facility”) in the aggregate principal amount of $350,000,000, which was fully-drawn by the Company on the Closing Date. The Company used the proceeds from the Credit Facility to finance a portion of its repurchase of the Notes (as defined and described below in Item 8.01).

The Credit Facility matures on June 21, 2023, which is the 364th day after the Closing Date. The Credit Facility will bear interest at the election of the company at a margin of (a) 0.000% to 0.375% above an alternate base rate (defined on the basis of prime rate) or (b) 0.750% to 1.375% above the SOFR Rate, which margins are determined by reference to the Company's credit rating. The Credit Agreement also includes, among other terms and conditions, a maximum leverage ratio covenant, as well as customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries' ability to, among other things, incur subsidiary indebtedness, grant liens, and dispose of all or substantially all assets, in each case subject to certain exceptions and baskets.

In addition, the Credit Agreement provides for events of default customary for a credit facility of this size and type, including, among others, non-payment of principal and interest when due thereunder, breaches of representations and warranties, noncompliance with covenants, acts of insolvency, cross-defaults to material indebtedness, and material judgment defaults (subject to certain limitations and cure periods).