Second Amendment to Revolving Credit Agreement among THQ Inc., Union Bank of California, BNP Paribas, and Pacific Century Bank

Summary

This amendment updates the existing Revolving Credit Agreement between THQ Inc. and its lenders—Union Bank of California, BNP Paribas, and Pacific Century Bank. The main change is a revision to the limits on capital expenditures by THQ and its subsidiaries for specified fiscal years. The amendment becomes effective once all parties sign and certain conditions are met, including payment of a fee and receipt of required consents. All other terms of the original agreement remain in effect.

EX-10.3 2 a72528ex10-3.txt EXHIBIT 10.3 1 EXHIBIT 10.3 [THQ LETTERHEAD] February 20, 2001 Union Bank of California, N.A., as Agent and a Lender 445 South Figueroa Street Los Angeles, California 90071 Attention: Ann Forbes BNP Paribas 180 Montgomery Street San Francisco, California 94104 Attention: Inga Buschbaum Pacific Century Bank, N.A. 16030 Ventura Boulevard Encino, California 91436 Attention: Jill Schuberth Re: Second 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 (said Agreement, as so amended, herein called the "Credit Agreement"), among THQ Inc. (the "Borrower"), each of Union Bank of California, N.A., BNP Paribas and Pacific Century Bank, N.A. (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 Borrower and the Lenders hereby agree that Section 6.2(i) of the Credit Agreement is amended in full to read as follows: "(i) Capital Expenditures. The Borrower will not make, or permit any Subsidiary to make, any expenditure for fixed or capital assets that would cause the aggregate of all such expenditures by the Borrower and its Subsidiaries to exceed $8,500,000 for the 2000 fiscal year, $7,500,000 for the 2001 fiscal year or $2,500,000 for any fiscal year thereafter." 2 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) except as addressed in this letter amendment, 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) a fee of $10,000, to be allocated evenly between BNP Paribas and Pacific Century Bank, N.A., and (d) 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, except to the extent that the amendment set forth in paragraph 1 may constitute a partial waiver of the covenant referred to therein. 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: --------------------------------- Fred Gysi Senior Vice President, Finance & Administration & Chief Financial Officer Agreed as of the date first written above: 3 UNION BANK OF CALIFORNIA, N.A., as Agent and Lender By: --------------------------------- Ann Forbes Vice President BNP PARIBAS By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ PACIFIC CENTURY BANK, N.A. By: --------------------------------- Name: ------------------------------- Title: ------------------------------