Date : 7 August 2012

Uncommitted Term Loan

The following collateral securities and/or legal documents shall be provided : -

Duplicate copy of this facility letter to be duly accepted and executed by the Borrower, the Guarantor(s) and/or the Security Provider(s) (as the case may be).

General Agreement for Banking Facilities duly accepted and executed by the Borrower.

Certified extract of board resolutions (and shareholders’ minutes where appropriate) from the relevant parties approving the terms of this letter, the General Agreement for Banking Facilities and other condition precedent documents.

(Master Agreement no.LC-2012005413826A-6547) duly accepted and executed by the Borrower, , Bank of Communications Co., Ltd. Hong Kong Branch and Bank of Communications Co., Ltd. Beijing Municipal Branch (the ).

Letter of confirmation issued by Bank of Communications Co., Ltd. Beijing Municipal Branch in form and substance satisfactory to the Bank.

Letter of Undertaking issued by the Borrower in form and substance satisfactory to the Bank.

The original audited consolidated annual financial statements of or copies of such audited consolidated annual financial statements duly certified by the director of for the financial year 2011.

In respect of any or all documents supplied by you to us in support of your credit application, you shall, upon our request, produce the originals of such documents for our inspection.

Such other documents as we may reasonable request including without limitation those as may be required to evidence any and all licenses, authorization, consents or approvals, necessary for the performance by you or the security provider(s) of their respective obligations under this letter and the security or condition precedent documents.

Handling charge of 0.4% on the Term Loan limit made available to the Borrower (the “Available Limit”) shall be payable by the Borrower on the date which each such Available Limit is made available to the Borrower.

Whether or not the Facilities are drawn or utilized by you, all reasonable expenses including but not limited to legal fees, communications and other out-of-pocket expenses reasonably incurred by us in connection with the Facilities or other documents executed in respect of the Facilities or any enforcement, or attempted enforcement, of our rights under this facility letter or other documents executed in respect of the Facilities, are to be borne by you on a full indemnity basis.

We reserve the right to charge you administrative charge of HKD200.00 or such other reasonable amount as determined by us from time to time, each time when you fail to make a payment on its due date.

Apart from all costs, expenses, administrative charge and default interest (if applicable) arising from your failure to make payment on its due date, the Bank reserves the right to charge you collection charge of HKD1,500.00 (or such other reasonable amount as determined by the Bank from time to time) upon each issuance of solicitor’s demand letter to you and/or the security provider(s). This collection charge shall be borne by you on a full indemnity basis.

Unless agreed by us, all monies paid under this Clause 3 shall not be refunded once paid.

We shall be authorized to debit any account opened or to be opened with the Bank in name of Changyou.com HK Limited at any time and from time to time for all or any of the instalment payment, interest, fees, charges, commissions, costs, expenses and other sums due and payable by the captioned Borrower(s) without prior notice to the captioned account holder. Such sums shall be deemed duly drawn or overdrawn from the captioned account(s) by the captioned account holder. The captioned account holder hereby agree and guarantee that all payments from the captioned debited account in payment of any indebtedness of the Borrowers shall not confer any right, whether by way of subrogation or otherwise, on the captioned account holder in respect of any security now or at any time hereafter, and from time to time given by the Borrowers/Chargor(s)/Guarantor(s) to us in respect of any of the captioned Banking Facilities.

The drawdown date of any facilities must be made on a Business Day.

You, as the Borrower of the Facilities, hereby consent that in the case of a remittance transaction at your request, our Bank is authorized to disclose your relevant information to, or used and retained by the receiving bank (whether within or outside Hong Kong) including but not limited to your company name, account number, address/registered office, date of establishment, business registration certificate number/company number etc. (if applicable).

You confirm that, at present, you do not have any relationship with any of the directors or employees of our Bank or any other subsidiaries of our Bank. If the Facilities are secured by any guarantee(s) or securities provided by any third party(ies) (the “Security Provider”), you also confirm that none of the Security Provider is so related. You further agree and undertake that if the foregoing is not true and correct or you or any of the Security Provider becomes related with any of the directors or employees of our Bank or any other subsidiaries of our Bank, you will promptly notify us in writing.

If there is any conflict or inconsistency between the (provisions) hereof and the provision(s) of the General Agreement for Banking Facilities and other collateral securities it is agreed that the provision(s) hereof shall prevail.

Unless the Facilities are cancelled by us, they are subject to our review on a regular basis.