EXHIBIT 10.2
October 26, 2001
TO THE LENDERS PARTY TO THE REVOLVING
CREDIT AGREEMENT REFERRED TO BELOW
Re: Sixth Amendment to Revolving Credit Agreement
Ladies and Gentlemen:
We refer to the Revolving Credit Agreement dated as of August 31, 2000, as
amended by the First Amendment to Revolving Credit Agreement dated October 23,
2000, the Second Amendment to Revolving Credit Agreement dated February 20,
2001, the Third Amendment to Revolving Credit Agreement dated June 12, 2001, the
Fourth Amendment to Revolving Credit Agreement dated as of July 31, 2001 and the
Fifth Amendment to Revolving Credit Agreement dated August 28, 2001 (said
Agreement, as so amended, herein called the "Credit Agreement"), among THQ Inc.
(the "Borrower"), each of Union Bank of California, N.A. and BNP Paribas (the
"Lenders") and Union Bank of California, N.A., as administrative agent (in such
capacity, the "Agent") for the Lenders, 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 the
terms and conditions hereof, Part II of Schedule 1 to the Credit Agreement is
hereby amended in full to read as follows:
"II. Advance Sublimit
Month Amount
----- ------
August 2001 $10,000,000
September 2001 $10,000,000
October 2001 $10,000,000
November 2001 $30,000,000
December 2001 $30,000,000
January 2002 $20,000,000
February 2002 $10,000,000
Union Bank of California, N.A.
BNP Paribas
October 26, 2001
Page 2
March 2002 $10,000,000
April 2002 $10,000,000
May 2002 $10,000,000
June 2002 $10,000,000
July 2002 $10,000,000."
2. The Borrower hereby represents and warrants for the benefit of
the Lenders 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 all of the following, in form and substance satisfactory to the Agent
and, in the case of documentation, in the number of originals requested
thereby: (a) this letter amendment, duly executed by the Borrower and the
Lenders; (b) a consent to this letter amendment, duly executed by THQ/Jakks;
(c) new Notes in favor of UBOC and BNP Paribus in the face amounts of
$21,428,571 and $8,571,429, respectively, duly executed by the Borrower; (d) a
fee of $10,000, to be allocated evenly between UBOC and BNP Paribas; and (e)
such other approvals, opinions, evidence and documents as any Lender may
reasonably request.
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 any 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 combination of 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.
Union Bank of California, N.A.
BNP Paribas
October 26, 2001
Page 3
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/ XXXX XXXX
-------------------------------
Xxxx Xxxx
Senior Vice President,
Finance & Administration
& Chief Financial Officer
Agreed as of the date first written above:
UNION BANK OF CALIFORNIA, N.A.,
as Agent and Lender
By:
---------------------------------------
Xxx X. Xxxxxx
Vice President &
Senior Credit Executive
Union Bank of California, N.A.
BNP Paribas
October 26, 2001
Page 3
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:
-------------------------------
Xxxx Xxxx
Senior Vice President,
Finance & Administration
& Chief Financial Officer
Agreed as of the date first written above:
UNION BANK OF CALIFORNIA, N.A.,
as Agent and Lender
By: /s/ XXX X. XXXXXX
---------------------------------------
Xxx X. Xxxxxx
Vice President &
Senior Credit Executive
Union Bank of California, N.A.
BNP Paribas
October 26, 2001
Page 4
BNP PARIBAS
By: /s/ XXXXX XXXXX
------------------------------------
Name: Xxxxx Xxxxx
----------------------------------
Title Vice President
---------------------------------
By: /s/ XXXXXXXX XXXXXXX
------------------------------------
Name: Xxxxxxxx Xxxxxxx
----------------------------------
Title Vice President International
---------------------------------
