<PAGE> 1
EXHIBIT 10.2
October 23, 2000
TO THE LENDERS PARTY TO THE REVOLVING
CREDIT AGREEMENT REFERRED TO BELOW
Re: First Amendment to Revolving Credit Agreement
Ladies and Gentlemen:
We refer to the Revolving Credit Agreement dated as of August 31, 2000
(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 and as syndication agent and 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 herein by reference.
1. Effective as of the date of this letter amendment but subject to the
terms and conditions hereof, part III of Schedule 1 of the Credit Agreement is
amended in full to read as follows:
"III. Advance Sublimit
<TABLE>
<CAPTION>
Month Amount
----- ------
<S> <C>
January $35,000,000
February $15,000,000
March $15,000,000
April $15,000,000
May $15,000,000
June $15,000,000
July $15,000,000
August $15,000,000
September $15,000,000
October $30,000,000
November $50,000,000
December $50,000,000"
</TABLE>
<PAGE> 2
Union Bank of California, N.A.
BNP Paribas
Pacific Century Bank, N.A.
October 23, 2000
Page 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) 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 number of originals requested thereby: (a) this letter amendment,
duly executed by the Borrower and the Lenders; (b) a consent to this 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 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.
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.
<PAGE> 3
Union Bank of California, N.A.
BNP Paribas
Pacific Century Bank, N.A.
October 23, 2000
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/ FRED GYSI
---------------------------------
Fred Gysi
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/ ANN FORBES
--------------------------------
Ann Forbes
Vice President
BNP PARIBAS
By: /s/ INGA BUSCHBAUM
--------------------------------
Name: Inga Buschbaum
Title: Vice President
International Division Manager
<PAGE> 4
Union Bank of California, N.A.
BNP Paribas
Pacific Century Bank, N.A.
October 23, 2000
Page 4
PACIFIC CENTURY BANK, N.A.
By: /s/ JILL S. SCHUBERTH
--------------------------------
Name: Jill S. Schuberth
Title: Vice President
<PAGE> 5
GUARANTOR CONSENT
Effective as of October 23, 2000, THQ/JAKKS PACIFIC LLC, a Delaware
limited liability company, as guarantor under its Guaranty dated as of August
31, 2000 (the "Guaranty") in favor of the financial institutions party to the
Credit Agreement referred to below (the "Lenders") and Union Bank of California,
N.A., as administrative agent (the "Agent") for the Lenders, hereby consents to
the First Amendment to Revolving Credit Agreement dated as of October 23, 2000,
substantially in the form attached hereto as Exhibit A (the "Amendment"), among
THQ Inc., the Lenders and the Agent and hereby confirms and agrees that the
Guaranty is and shall continue to be in full force and effect and is ratified
and confirmed in all respects, except that, on and after the effective date of
the Amendment, each reference in the Guaranty to "the Credit Agreement,"
"thereunder," "thereof," "therein" or any other expression of like import
referring to the Credit Agreement (as defined in the Amendment) shall mean and
be a reference to the Credit Agreement as amended by the Amendment.
THQ/JAKKS PACIFIC LLC
By: /s/ FRED GYSI
---------------------------------
Fred Gysi
Authorized Signatory
