Underwriting AgreementUnderwriting Agreement • June 3rd, 2009 • Take Two Interactive Software Inc • Services-prepackaged software • New York
Take-Two Interactive Software, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities Inc. and Barclays Capital Inc. are acting as representatives (the “Representatives”), $120,000,000 principal amount of its 4.375% Convertible Senior Notes due 2014 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $18,000,000 principal amount of its 4.375% Convertible Senior Notes due 2014 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 4.375% Convertible Senior Notes due 2014 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $0.01 per share
Barclays Bank PLC Canary Wharf, London E14 4BB England c/o Barclays Capital Inc. as Agent for Barclays Bank PLC New York, NY 10019Warrant Agreement • June 3rd, 2009 • Take Two Interactive Software Inc • Services-prepackaged software • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Take-Two Interactive Software, Inc. (“Company”) to Barclays Bank PLC (“Dealer”), represented by Barclays Capital Inc. (“Agent”), as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction. Dealer is regulated by the Financial Services Authority. Dealer is not a member of the Securities Investor Protection Corporation (“SIPC”).
Barclays Bank PLC Canary Wharf, London E14 4BB England c/o Barclays Capital Inc. as Agent for Barclays Bank PLC New York, NY 10019Call Option Transaction • June 3rd, 2009 • Take Two Interactive Software Inc • Services-prepackaged software • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Barclays Bank PLC (“Dealer”), represented by Barclays Capital Inc. (“Agent”), and Take-Two Interactive Software, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction. Dealer is regulated by the Financial Services Authority. Dealer is not a member of the Securities Investor Protection Corporation (“SIPC”).
JPMorgan Chase Bank, National Association London EC4Y 0JP EnglandAdditional Call Option Transaction • June 3rd, 2009 • Take Two Interactive Software Inc • Services-prepackaged software • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Take-Two Interactive Software, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
