Exhibit
10.25


 


 


February 21, 2003


 


 


Union
Bank of California, N.A.,

as Administrative Agent and Lender


445 South Figueroa Street


Los Angeles, California
90071


 


	
  Attention:

  	
   

  	
  John C. Kase, Vice
  President

  
	
   

  	
   

  	
  & Senior Credit
  Executive

  



 


 


Re:                               Waiver
under Amended and Restated Revolving Credit Agreement


 


Ladies and Gentlemen:


 


We refer to the Amended
and Restated Revolving Credit Agreement dated as of September 27, 2002, as
amended by the First Amendment to Amended and Restated Revolving Credit
Agreement dated November 21, 2002 (said Agreement, as so amended, herein called
the “Credit Agreement”), among THQ Inc. (the “Borrower”), Union
Bank of California, N.A. as sole lender (the “Lender”), and Union Bank
of California, N.A. as administrative agent (in such capacity, the “Agent”)
for the Lender, as syndication agent and as arranger.  Terms fined in the Credit Agreement and not otherwise defined
herein have the same respective meanings when used herein, and the rules of
interpretation set forth in Sections 1.2 and 1.3 of the Credit Agreement are
incorporated by reference herein.


 


1.             The Borrower has requested that the Lender waive the
provisions of Section 6.2(k) of the Credit Agreement with respect to the
Borrower’s fiscal year ended on December 31, 2002.  The Lender is willing to grant such waiver with respect to such
fiscal year, on the terms and conditions set forth in this waiver letter.


 


2.             The Borrower hereby represents and
warrants for the benefit of the Lender and the Agent that
(a) the representations and warranties contained in the Credit Documents
are correct in all material respects on and as of the date of this waiver
letter, before and after giving effect to the same, as if made on and as of
such date, with the exception that the references in Section 5.5 of the Credit
Agreement to “June 30, 2002” shall be replaced by “December 31, 2002” and to
“6-month fiscal period” shall be replaced by “12-month fiscal period,” and (b) no event has occurred and is continuing, or would
result from the effectiveness of this waiver letter, that constitutes a
Default.


 


3.             This waiver letter shall become effective when the Agent
has received a fee of $2,500 and this waiver letter, duly executed by the
Borrower and the Lender.  The


 

















 


Borrower hereby
authorizes the Agent to charge the Borrower’s account number 3030154710 at
UBOC, Los Angeles, for payment of such fee.


 


4.             On and after the effective date of
this waiver letter, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein” or words of like import referring to the Credit
Agreement, and each reference in the other Credit Documents to “the Credit
Agreement,” “thereunder,” “thereof,” “therein” or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as modified by this waiver letter. 
The Credit Agreement, as modified by this waiver letter, is and shall
continue to be in full force and effect and is hereby ratified and confirmed in
all respects.  Except as specifically
provided herein, the execution, delivery and effectiveness of this waiver
letter shall not operate as a waiver of any right, power or remedy of the Agent
or the Lender under any of the Credit Documents or constitute a waiver of any
provision of any of the Credit Documents.


 


5.             This waiver letter may be executed
in any number of counterparts and by the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same waiver letter.


 


 


[THIS SPACE HAS
BEEN LEFT BLANK INTENTIONALLY.]


 


2

















 


6.             THIS WAIVER LETTER SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF CALIFORNIA WITHOUT REFERENCE TO THE CHOICE-OF-LAW PRINCIPLES THEREOF.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  THQ INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred Gysi

  	
   

  
	
   

  	
   

  	
  Fred
  Gysi

  
	
   

  	
   

  	
  Senior
  Vice President,

  Finance & Administration

  
					



 


 


Agreed as of the date
first written above:


 


UNION
BANK OF CALIFORNIA, N.A.,

as Administrative Agent and Lender


 


 


	
  By:

  	
   /s/ John C. Kase

  	
   

  
	
   

  	
  John C. Kase

  
	
   

  	
  Vice
  President &

  Senior Credit Executive

  
				



 


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