**Exhibit10.24**

 

 

November 21, 2002

 

 

UnionBank of California, N.A.,as Administrative Agent and Lender

445 South Figueroa Street

Los Angeles, California90071

 
| Attention: |   | John C. Kase, Vice  President  |
|------------|--------|--------------------------------|
|       |   | & Senior Credit  Executive |

 

 

Re:                               FirstAmendment to Amended and Restated Revolving Credit Agreement

 

 

Ladies and Gentlemen:

 

We refer to the Amendedand Restated Revolving Credit Agreement dated as of September 27, 2002 (the “CreditAgreement”) among THQ Inc. (the “Borrower”), Union Bank ofCalifornia, N.A. as sole lender (the “Lender”), and Union Bank ofCalifornia, 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 definedherein have the same respective meanings when used herein, and the rules ofinterpretation set forth in Sections 1.2 and 1.3 of the Credit Agreement areincorporated by reference herein.

 

1.             Effective as of the date of thisletter amendment but subject to satisfaction of the conditions precedent setforth in paragraph 3, Section 6.2(g) of the Credit Agreement is herebyamended by deleting the amount “$25,000,000” in clause (v) of the proviso andsubstituting “$50,000,000.”

 

2.             The Borrower hereby represents andwarrants for the benefit of the Lender and the Agent that(a) the representations and warranties contained in the Credit Documentsare correct in all material respects on and as of the date of this letteramendment, before and after giving effect to the same, as if made on and as ofsuch date, with the exception that thereferences in Section 5.5 of the Credit Facility to “June 30, 2002” shall bereplaced 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 theeffectiveness of this letter amendment, that constitutes a Default.

 

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

 

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Union Bank of California, N.A.,November 21, 2002

 

4.             On and after the effective date ofthis letter amendment, each reference in the Credit Agreement to “thisAgreement,” “hereunder,” “hereof,” “herein” or words of like import referringto the Credit Agreement, and each reference in the other Credit Documents to“the Credit Agreement,” “thereunder,” “thereof,” “therein” or words of likeimport referring to the Credit Agreement, shall mean and be a reference to theCredit Agreement as amended by this letter amendment.  The Credit Agreement, as amended by this letter amendment, is andshall continue to be in full force and effect and is hereby ratified and confirmedin all respects.  The execution, deliveryand effectiveness of this letter amendment shall not operate as a waiver of anyright, power or remedy of the Agent or the Lender under any of the CreditDocuments or constitute a waiver of any provision of any of the CreditDocuments.

 

5.             This letter amendment may beexecuted in any number of counterparts and by the parties hereto in separatecounterparts, each of which counterparts shall be an original and all of whichtaken together shall constitute one and the same letter amendment.

 

 

[THIS SPACE HASBEEN LEFT BLANK INTENTIONALLY.]

 

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6.             THIS LETTER AMENDMENT SHALL BEGOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THESTATE 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 datefirst written above:

 

UNIONBANK 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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