EXHIBIT
10.2


 


September 26, 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:                               Third
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, as
amended by the First Amendment to Amended and Restated Revolving Credit
Agreement dated November 21, 2002 and the Second Amendment to Amended and
Restated Revolving Credit Agreement dated as of May 30, 2003 (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 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, and provided that the Borrower hereby
authorizes the Agent to deduct the fee payable on September 29, 2003 described
below from the Borrower’s account number 3030154710 maintained with the Agent,
Section 2.2(f) of the Credit Agreement is amended in full to read as follows:


 


“(f)                              The
Borrower will pay to the Agent for the account of the Lenders (i) a commitment
fee of $175,000, payable on the Closing Date, and (ii) a commitment fee of
$125,000, payable on September 29, 2003.”


 


2.                                       The
Borrower 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, 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 this letter
amendment duly executed by the Borrower and the Lender.


 


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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