EXHIBIT 10.1
August 28, 2001
TO THE LENDERS PARTY TO THE REVOLVING
CREDIT AGREEMENT REFERRED TO BELOW
Re: Fifth 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 and
the Fourth Amendment to Revolving Credit Agreement dated as of July 31, 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, the Credit Agreement is hereby amended as set
forth below.
(a) Clause (iv) of the proviso to Section 6.2(g) of the Credit
Agreement is amended in full to read as follows:
"(iv) the Borrower may distribute certificates evidencing, and may redeem,
the 'Rights' provided for in the Amended and Restated Rights Agreement
dated as of August 22, 2001 between the Borrower and Computershare
Investor Services, LLC, a Delaware limited liability company, as Rights
Agent, on the terms provided in such Agreement as it exists on August 28,
2001."
(b) Part I of Schedule 1 to the Credit Agreement is amended in full
to read as follows:
Union Bank of California, N.A.
BNP Paribas
August 28, 2001
Page 2
"I. Facility Amount
Month Amount
----- ------
August 2001 $35,000,000
September 2001 $35,000,000
October 2001 $35,000,000
November 2001 $35,000,000
December 2001 $35,000,000
January 2002 $35,000,000
February 2002 $20,000,000
March 2002 $20,000,000
April 2002 $20,000,000
May 2002 $20,000,000
June 2002 $20,000,000
July 2002 $20,000,000."
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, (b) no event has occurred and is continuing, or would
result from the effectiveness of this letter amendment, that constitutes a
Default and (c) there has been no amendment to the charter documents or bylaws
of the Borrower, or to the certificate of formation or operating agreement of
THQ/Jakks, on or after August 31, 2000 except for (i) the amendment to the
Borrower's certificate of incorporation filed with the Delaware Secretary of
State on July 24, 2001 for the purpose of increasing the authorized number of
shares of the Borrower's common stock from 35,000,000 shares to 75,00,000 shares
and (ii) the amendment to the Borrower's certificate of designation filed with
the Delaware Secretary of State on August 24, 2001 for the purpose of amending
certain rights with respect to the Borrower's preferred stock.
3. This letter amendment shall become effective when the Agent has
received all of the following documents, in form and substance satisfactory to
the Agent and 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; and (c) 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
Union Bank of California, N.A.
BNP Paribas
August 28, 2001
Page 3
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 any 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.
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
August 28, 2001
Page 3
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 any 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.
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
August 28, 2001
Page 4
BNP PARIBAS
By: /s/ XXXXX XXXX
-------------------------------
Name: Xxxxx Xxxx
-----------------------------
Title Vice President
-----------------------------
By: /s/ XXXXX XXXXXXX
-------------------------------
Name: Xxxxx Xxxxxxx
-----------------------------
Title Vice President
-----------------------------
