Exhibit
10.24


 


 


November 21, 2002


 


 


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:                               First
Amendment to 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 (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 defined 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.             Effective as of the date of this
letter amendment but subject to satisfaction of the conditions precedent set
forth in paragraph 3, Section 6.2(g) of the Credit Agreement is hereby
amended by deleting the amount “$25,000,000” in clause (v) of the proviso and
substituting “$50,000,000.”


 


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 letter
amendment, 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 Facility to “June 30, 2002” shall be
replaced by “September 30, 2002” and the reference to “6-month fiscal period”
shall be replaced by “9-month fiscal period”, and
(b) no event has occurred and is continuing, or would result from the
effectiveness of this letter amendment, that constitutes a Default.


 


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


 

















 


Union Bank of California, N.A.,

November 21, 2002


 


4.             On and after the effective date of
this letter amendment, 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 amended by this letter amendment.  The Credit Agreement, as amended by this letter amendment, is and
shall continue to be in full force and effect and is hereby ratified and confirmed
in all respects.  The execution, delivery
and effectiveness of this letter amendment 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 letter amendment 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 letter amendment.


 


 


[THIS SPACE HAS
BEEN LEFT BLANK INTENTIONALLY.]


 


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6.             THIS LETTER AMENDMENT 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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