Exhibit 10.3


 


FIFTH AMENDMENT


TO


AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT


 


This
Amendment, dated as of November 29, 2004, is entered into by (1) THQ INC., a
Delaware corporation (the “Borrower”),
(2) UNION BANK OF CALIFORNIA, N.A., as sole lender (the “Lender”),
and (3) UNION BANK OF CALIFORNIA, N.A., as administrative agent (the “Agent”) for the Lender.


 


Recitals


 


A.            The
Borrower, the Lender and Union Bank of California, N.A., as Agent and as
syndication agent and arranger, are party to an Amended and Restated Revolving
Credit Agreement dated as of September 27, 2002, as amended by a First
Amendment to Amended and Restated Revolving Credit Agreement dated November 21,
2002, a Second Amendment to Amended and Restated Revolving Credit Agreement and
Third Amendment to Security Agreement dated as of May 30, 2003, a Third
Amendment to Amended and Restated Revolving Credit Agreement dated September
26, 2003 and a letter-form amendment dated August 25, 2004 (said Amended and
Restated Revolving Credit Agreement, as so amended, herein called the “Credit Agreement”).  Terms defined in the Credit Agreement and not
otherwise defined herein have the same respective meanings when used herein,
and the provisions of Sections 1.2 and 1.3 of the Credit Agreement
are incorporated herein by reference.


 


B.            The
Borrower, the Lender and the Agent wish to amend the Credit Agreement to, among
other things, extend the Commitment Termination Date and change the maximum
Facility Amount.  Accordingly, the
Borrower, the Lender and the Agent hereby agree as set forth below.


 


Section 1.  Amendments to Credit Agreement.  Effective as of the date hereof but subject
to satisfaction of the conditions precedent set forth in Section 2, the
Credit Agreement is hereby amended as set forth below.


 


(a)           Section
1.1 of the Credit Agreement is amended by deleting the definitions of “Fee
Letter,” “Inventory,” “Operating Profit” and “Security Agreement.”


 


(b)           The
definitions of “Advance Sublimit,” “Collateral,” “Commitment Termination Date,”
“Credit Documents” and “Facility Amount” in Section 1.1 of the Credit Agreement
are amended in full to read as follows:


 


“‘Advance Sublimit’ means, for each calendar
month, zero.”


 





















 


“‘Collateral’ means any collateral securing the
Obligations from time to time.”


 


“‘Commitment Termination Date’ means November
29, 2006.”


 


“‘Credit Documents’ means this Agreement, any
Notes outstanding from time to time, the Letter of Credit Documents and any
other documents executed by the Borrower or any other Credit Party from time to
time with respect to the subject matter of this Agreement.”


 


“‘Facility Amount’ means (a) for each August,
September and October, $40,000,000 and (b) for each other calendar month,
$12,000,000.”


 


(c)           Section
2.2 of the Credit Agreement is amended in full to read as follows:


 


“Section 2.2  Fees.


 


(a)           The
Borrower will pay to the Agent, promptly upon demand thereby, for the account
of the Lenders or the Issuing Bank, as applicable, the fees and charges
specified in UBOC’s standard schedule of fees with respect to letters of
credit; provided, however, that the fees specified in Schedule 1
shall be paid by the Borrower or waived by the Issuing Bank, as applicable, in
lieu of the Borrower’s payment of the comparable fees specified in such
standard schedule of fees.


 


(b)           The
Borrower will pay to the Agent, for the account of the Lenders, from November
29, 2004 until the Commitment Termination Date, an unused-commitment fee at the
rate of *****% per annum on the actual daily
amount by which the Facility Amount exceeds the sum of the aggregate face
amount of all Letters of Credit outstanding. 
Such fee shall be payable quarterly in arrears on the 10th day of each
January, April, July and October, commencing on January 10, 2005, with respect
to the calendar quarter ended as of the last day of the preceding month in each
case, and on the 10th day after the last Letter of Credit outstanding hereunder
has expired.


 


(c)           The
Borrower will pay to the Agent, for the account of the Lenders, an annual
commitment fee of *****, payable on November 29, 2004 and on each anniversary
thereof.”


 


(d)           Section
2.9(a) of the Credit Agreement is amended by deleting the word “Inventory” and
substituting “inventory.”


 










***** Confidential portion omitted and filed separately with the Securities
and Exchange Commission.


 


2





















 


(e)           Section
5.5 of the Credit Agreement is amended in full to read as follows:


 


“Section 5.5 
Financial Information.  The
consolidated balance sheet of the Borrower and its Subsidiaries as of March 31,
2004, and the related consolidated statements of income and retained earnings
of the Borrower and its Subsidiaries for the fiscal year then ended, certified
by Deloitte & Touche LLP, independent public accountants, fairly present
the consolidated financial condition of the Borrower and its Subsidiaries as of
such date and the consolidated results of the operations of the Borrower and
its Subsidiaries for the fiscal year ended on such date, all in accordance with
GAAP applied on a consistent basis.  The
unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of
September 30, 2004, and the related unaudited consolidated statements of
income and retained earnings of the Borrower and its Subsidiaries for the 6-month
fiscal period ended on such date, certified by the Chief Financial Officer of
the Borrower as having been prepared in accordance with GAAP (subject to normal
year-end audit adjustments and the absence of footnotes), fairly present the
consolidated financial condition of the Borrower and its Subsidiaries as of
such date and the consolidated results of the operations of the Borrower and
its Subsidiaries for the 6-month fiscal period ended on such date.  Since September 30, 2004 there has been
no material adverse change in the business, condition (financial or otherwise),
operations, performance, properties or prospects of the Borrower and its
Subsidiaries taken as a whole.  The
Borrower and its Subsidiaries taken as a whole have no material contingent liabilities
except as disclosed in such consolidated balance sheet or the notes thereto.”


 


(f)            Section
5.7 of the Credit Agreement is amended in full to read as follows:


 


“Section 5.7 
Litigation.  Except for
matters (the ‘Disclosed Matters’) disclosed in the Borrower’s reports
filed with the Securities and Exchange Commission up to and including November
29, 2004, there is no action, suit, investigation, litigation or proceeding
affecting the Borrower or any Subsidiary pending or, to the best knowledge of the
Borrower, threatened before any Governmental Person, arbitrator or referee (a)
that individually or in the aggregate could reasonably be expected to have a
material and adverse effect on the business, condition (financial or
otherwise), operations, performance, properties or prospects of the Borrower
and its Subsidiaries taken as a whole or (b) that purports to affect the
legality, validity or enforceability of this Agreement or any other Credit
Document or the consummation of the transactions contemplated hereby or
thereby.  Since November 29, 2004, there
has been no change in the status of the Disclosed Matters that individually or
in the aggregate has resulted in, or materially increased the likelihood of, a
material and adverse effect on the business, condition (financial or
otherwise), operations, performance, properties or prospects of the Borrower
and its Subsidiaries taken as a whole.”


 


 


3





















 


(g)           Section
6.1(a)(iii) of the Credit Agreement is amended in full to read as follows:


 


“(iii)        together
with the information provided pursuant to Sections 6.1(a)(i) and (ii), in form
and scope satisfactory to the Agent and commencing with the fiscal period
ending on December 31, 2004, a “Software Development Schedule” in the form
customarily delivered to UBOC before the date of this Agreement; and together
with the information provided pursuant to Section 6.1(a)(ii), in form and scope
satisfactory to the Agent, (A) a schedule showing the aging of the accounts
receivable of the Borrower and its Subsidiaries for the relevant period,
including details of any charges against reserves and of current reserves, and
(B) a report concerning the inventory of the Borrower and its Subsidiaries for
the relevant period, including details as to any write-downs or returns;.”


 


(h)           Clause (v)
of the proviso contained in Section 6.2(g) of the Credit Agreement is amended
in full to read as follows:


 


“(v)         the Borrower may repurchase its common
stock from time to time on or after November 29, 2004 for an aggregate purchase
price of up to $50,000,000.”


 


(i)            Section
6.2(j) of the Credit Agreement is amended in full to read as follows:


 


“(j)          Net
Profit after Taxes.  The Borrower
will not permit the consolidated net profit after taxes of it and its
Subsidiaries for the four-quarter period ended as of the last day of any fiscal
quarter of the Borrower, commencing with the quarter ending on December 31,
2004, to be less than $15,000,000, as determined by reference to the financial
statements to be delivered pursuant to Sections 6.1(a)(i) and (ii).”


 


(j)            Section
7.1(c) of the Credit Agreement is amended by deleting the words “or in Section
4, 5, 8(a), 9(a) or 11 of the Security Agreement.”


 


(k)           Section
7.1 of the Credit Agreement is amended by adding the word “or” after the
semicolon at the end of clause (f), deleting the word “or” at the end of clause
(g) and deleting clause (h).


 


(l)            Section
9.12(b) of the Credit Agreement is amended by deleting the second sentence
thereof.


 


(m)          Schedules 1
and 2 to the Credit Agreement are deleted and replaced by Schedules 1 and 2,
respectively, attached hereto.


 


 


 


4





















 


Section 2.  Conditions Precedent to Effectiveness.  This Amendment shall become effective as of
the date first set forth above when the Agent has received all of the fees
payable thereto pursuant to Section 2.2 of the Credit Agreement, as amended
hereby, and all of the following documents, each dated the date hereof, in form
and substance satisfactory to the Agent and in the number of originals
requested by the Agent:


 


(a)           this
Amendment, duly executed by the Borrower and the Lender;


 


(b)           the Agent’s
form of Authorization to Obtain Credit, Grant Security, Guarantee or
Subordinate, duly completed and executed by the officers of the Borrower
specified therein;


 


(c)           a
certificate of the Borrower, signed on behalf of the Borrower by the President
or a Vice President (or another appropriate officer) thereof and the Secretary
or an Assistant Secretary (or another appropriate officer) thereof, certifying
as to the following:  (i) the absence of
any amendments to the certificate of incorporation of the Borrower since the
date of the certification with respect thereto referred to in Section 3(d);
(ii) the correctness and completeness of the copy of the bylaws of the Borrower
attached to such certificate and that such bylaws are in full force and effect;
(iii) the due organization and good standing of the Borrower as a corporation
organized under the laws of the State of Delaware and the absence of any
proceeding for the dissolution or liquidation of the Borrower; (iv) the
truthfulness in all material respects of the representations and warranties of
the Borrower contained in the Credit Agreement, as amended hereby, as though
made on and as of the date of this Amendment; and (v) the absence of any event
occurring and continuing, or resulting from the effectiveness of this
Amendment, that constitutes a Default with respect to the Borrower;


 


(d)           certificates
of the appropriate Governmental Person of the State of Delaware, dated
reasonably near the date of this Amendment, attaching the articles of
incorporation of the Borrower and all amendments thereto and certifying that
(i) such amendments are the only amendments to such articles of incorporation
on file in such Governmental Person’s office, (ii) the Borrower is duly
organized and in good standing under the laws of the State of Delaware and
(iii) the Borrower has paid all franchise taxes to the date of such
certificate;


 


(e)           good-standing
and tax-status certificates for the Borrower from the appropriate Governmental
Persons of the State of California; and


 


(f)            such
other approvals, evidence and documents as the Lender through the Agent may
reasonably request.


 


Section 3. Condition Subsequent to
Effectiveness.  The continued
effectiveness of this Amendment shall be subject to the Borrower’s delivery to
the Agent, by December 31, 2004 and in form and substance satisfactory to the
Agent, a copy of the resolutions of the Board of Directors of the Borrower
approving this Amendment and the Credit Agreement, as amended hereby, certified
by the Secretary, an Assistant Secretary or another appropriate officer of the
Borrower to be correct and complete and in full force and effect.


 


 


5





















 


Section 4.  Representations and Warranties of
Borrower.  The Borrower represents
and warrants to the Lender and the Agent as set forth below.


 


(a)           The
execution, delivery and performance by the Borrower of this Amendment and the
Credit Agreement, as amended hereby, and the consummation of the transactions
contemplated hereby and thereby, are within the Borrower’s corporate powers,
have been duly authorized by all necessary corporate action and do not (i) contravene
the Borrower’s certificate of incorporation or bylaws, (ii) violate any
Governmental Rule, (iii) conflict with or result in the breach of, or
constitute a default under, any loan agreement, indenture, mortgage, deed of
trust or lease, or any other contract or instrument, binding on or affecting
the Borrower or any of its properties, the conflict, breach or default of which
could reasonably be expected to have a material and adverse effect on the
business, condition (financial or otherwise), operations, performance,
properties or prospects of the Borrower or any Subsidiary or on the ability of
the Borrower to perform its obligations under any of the Credit Documents, or
(iv) result in or require the creation or imposition of any Lien upon or with respect
to any of the properties of the Borrower.


 


(b)           No
Governmental Action is required for the due execution, delivery or performance
by the Borrower of this Amendment or the Credit Agreement, as amended hereby,
or for the consummation of the transactions contemplated hereby or thereby.


 


(c)           This
Amendment and the Credit Agreement, as amended hereby, have been duly executed
and delivered by the Borrower.  The
Credit Agreement, as amended hereby, is a legal, valid and binding obligation
of the Borrower, enforceable against the Borrower in accordance with its terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting creditors’ rights
generally or by equitable principles relating to enforceability.


 


(d)           Except for
matters (the “Disclosed Matters”) disclosed
in the Borrower’s reports filed with the Securities and Exchange Commission up
to and including the date hereof, there is no action, suit, investigation,
litigation or proceeding affecting the Borrower or any Subsidiary pending or,
to the best knowledge of the Borrower, threatened before any Governmental
Person, arbitrator or referee (i) that could reasonably be expected to have a
material and adverse effect on the business, condition (financial or
otherwise), operations, performance, properties or prospects of the Borrower
and its Subsidiaries taken as a whole or (ii) that purports to affect the
legality, validity or enforceability of this Amendment or the Credit Agreement,
as amended hereby, or the consummation of the transactions contemplated hereby
or thereby.  As of the date hereof, there
has been no change in the status of the Disclosed Matters that individually or
in the aggregate has resulted in, or materially increased the likelihood of, a
material and adverse effect on the business, condition (financial or
otherwise), operations, performance, properties or prospects of the Borrower
and its Subsidiaries taken as a whole.


 


(e)           The
representations and warranties of the Borrower contained in the Credit
Agreement, as amended hereby, are correct in all material respects on and as of
the date of this Amendment, before and after giving effect to the same, as if
made on and as of such date.  No


 


 


6





















 


event has occurred and is continuing, or would result from the
effectiveness of this Amendment, that constitutes a Default.


 


Section 5.  Reference to and Effect on Credit
Documents.


 


(a)           On and
after the effective date of this Amendment, each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or any other
expression of like import referring to the Credit Agreement, and each reference
in the other Credit Documents to “the Credit Agreement,” “thereunder,” “thereof,”
“therein” or any other expression of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as amended by
this Amendment.


 


(b)           Except as
specifically amended above, the Credit Agreement and the other Credit Documents
shall remain in full force and effect and are hereby ratified and
confirmed.  Upon the effectiveness of
this Amendment, the Security Agreement shall be terminated without any further
action by any party, and the Borrower shall be authorized to file a UCC
Financing Statement Amendment in each jurisdiction in which a UCC Financing
Statement showing the Borrower as debtor and the Agent as secured party is on
file, for the purpose of terminating such UCC Financing Statement.


 


(c)           Except as
expressly set forth herein, the execution, delivery and effectiveness of this
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.


 


Section 6.  Costs and Expenses.  The Borrower agrees to pay on demand all
costs and expenses of the Agent in connection with the preparation, execution
and delivery of this Amendment and the other instruments and documents to be delivered
hereunder, including the reasonable fees and out-of-pocket expenses of counsel
for the Agent with respect thereto and with respect to advising the Agent as to
its rights and responsibilities hereunder and thereunder.


 


Section 7.  Execution in Counterparts.  This Amendment may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement.


 


 


[THE REMAINDER OF THIS
PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]


 


 


7





















 


Section 8.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THE STATE OF CALIFORNIA.


 


The parties hereto have caused this Amendment to be
executed by their respective duly authorized representatives as of the date
first written above.


 


	
   

  	
  THQ INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Edward K. Zinser

  
	
   

  	
   

  	
  Executive Vice President &

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNION BANK OF
  CALIFORNIA, N.A.,

  
	
   

  	
  as Administrative Agent and Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  John C. Kase

  
	
   

  	
   

  	
  Vice President &

  
	
   

  	
   

  	
  Senior Credit Executive

  



 


S-1





















 


SCHEDULE 1


 


FEES PAYABLE WITH RESPECT TO LETTERS OF CREDIT


 


All
fees listed assume the use of GTS, the Web-based platform of Union Bank of
California, N.A. (“UBOC”).  Any trade transaction initiated by means of
facsimile will be payable in accordance with UBOC’s standard schedule of fees.


 


Import
Commercial Letters of Credit


 


1.                                       Import commercial letter of credit (“L/C”) issuance fee (locked template)
shall be *****, with a minimum fee of *****.


 


2.                                       Import commercial L/C amendment fee shall be *****,
with a minimum fee of *****.


 


3.                                       Import commercial L/C payment fee (limited
document checking) shall be *****, with a minimum fee of *****.


 


4.                                       Import payment fee (regular examination)
shall be *****, with a minimum fee of *****.


 


5.             Domestic courier fee is *****.


 


6.             Domestic fax fee is *****.


 


 


Standby
Letters of Credit


 


1.                                       Standby L/C issuance fee shall be ***** per annum, with a minimum fee of *****.


 


2.                                       Standby L/C amendment fee shall be ***** per annum, with a minimum fee of *****.


 


3.                                       Standby L/C amendment fee (narrative) shall
be *****.


 


 










***** Confidential portion omitted and filed separately with the
Securities and Exchange Commission.


 





















 


SCHEDULE 2


 


SUBSIDIARIES


 


	
  Subsidiary

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Direct

  Owner

  	
   

  	
  Percentage

  Ownership

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Blue Tongue Entertainment
  Ltd.

  	
   

  	
  Australia

  	
   

  	
  THQ Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minick Holding AG

  	
   

  	
  Switzerland

  	
   

  	
  THQ Wireless International
  Sarl

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minick USA

  	
   

  	
  Delaware

  	
   

  	
  THQ Wireless Inc.

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
  Minick Holding AG

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pacific Coast Power
  & Light Company

  	
   

  	
  California

  	
   

  	
  THQ Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rainbow Multimedia
  Group, Inc.

  	
   

  	
  Arizona

  	
   

  	
  THQ Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Relic Entertainment
  Inc.

  	
   

  	
  Canada

  	
   

  	
  THQ Canada Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THQ Asia Pacific Pty.
  Ltd.

  	
   

  	
  Australia

  	
   

  	
  THQ (Holdings)

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THQ Canada Inc.

  	
   

  	
  Canada

  	
   

  	
  THQ Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THQ Entertainment GmbH

  	
   

  	
  Germany

  	
   

  	
  THQ (Holdings)

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THQ France Sarl

  	
   

  	
  France

  	
   

  	
  THQ (Holdings)

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THQ (Holdings) Ltd.

  	
   

  	
  England

  	
   

  	
  THQ Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THQ International
  Operations Ltd.

  	
   

  	
  England

  	
   

  	
  THQ Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THQ/Jakks Pacific, LLC

  	
   

  	
  Delaware

  	
   

  	
  THQ Inc.

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THQ Korea Ltd.

  	
   

  	
  Korea

  	
   

  	
  THQ Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THQ Studio Australia
  Pty. Ltd.

  	
   

  	
  Australia

  	
   

  	
  THQ Inc.

  	
   

  	
  100

  	
  %

  



 





















 


	
  THQ (UK) Ltd.

  	
   

  	
  England

  	
   

  	
  THQ Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THQ Wireless Cayman
  Inc.

  	
   

  	
  Cayman Islands

  	
   

  	
  THQ Wireless
  International Sarl

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THQ Wireless Inc.

  	
   

  	
  Delaware

  	
   

  	
  THQ Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THQ Wireless
  International Sarl

  	
   

  	
  Luxembourg

  	
   

  	
  THQ Wireless Inc.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THQ Wireless Singapore
  Pte Ltd

  	
   

  	
  Singapore

  	
   

  	
  THQ Wireless
  International Sarl

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Volition, Inc.

  	
   

  	
  Delaware

  	
   

  	
  THQ Inc.

  	
   

  	
  100

  	
  %

  



 


2