**Exhibit10.25**

 

 

February 21, 2003

 

 

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:                               Waiverunder Amended and Restated Revolving Credit Agreement

 

Ladies and Gentlemen:

 

We refer to the Amendedand Restated Revolving Credit Agreement dated as of September 27, 2002, asamended by the First Amendment to Amended and Restated Revolving CreditAgreement dated November 21, 2002 (said Agreement, as so amended, herein calledthe “Credit Agreement”), among THQ Inc. (the “Borrower”), UnionBank of California, N.A. as sole lender (the “Lender”), and Union Bankof 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 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.             The Borrower has requested that the Lender waive theprovisions of Section 6.2(k) of the Credit Agreement with respect to theBorrower’s fiscal year ended on December 31, 2002.  The Lender is willing to grant such waiver with respect to suchfiscal year, on the terms and conditions set forth in this waiver letter.

 

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 waiverletter, before and after giving effect to the same, as if made on and as ofsuch date, with the exception that the references in Section 5.5 of the CreditAgreement 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 wouldresult from the effectiveness of this waiver letter, that constitutes aDefault.

 

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

 

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Borrower herebyauthorizes the Agent to charge the Borrower’s account number 3030154710 atUBOC, Los Angeles, for payment of such fee.

 

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

 

5.             This waiver letter may be executedin 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 waiver letter.

 

 

[THIS SPACE HASBEEN LEFT BLANK INTENTIONALLY.]

 

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6.             THIS WAIVER LETTER 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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