THQ INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a83736exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                 EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

        This Amendment, dated as of May 1, 2002, is entered into by (1) THQ
INC., a Delaware corporation (the "Borrower"), (2) each of UNION BANK OF
CALIFORNIA, N.A. and BNP PARIBAS (the "Lenders"), and (3) UNION BANK OF
CALIFORNIA, N.A., as administrative agent (the "Agent") for the Lenders.

                                    Recitals

        A. The Borrower, the Lenders and the Agent are party to a Revolving
Credit Agreement dated as of August 31, 2000, as amended by a First Amendment to
Revolving Credit Agreement dated October 23, 2000, a Second Amendment to
Revolving Credit Agreement dated February 20, 2001, a Third Amendment to
Revolving Credit Agreement dated June 12, 2001, a Fourth Amendment to Revolving
Credit Agreement dated as of July 31, 2001, a Fifth Amendment to Revolving
Credit Agreement dated August 28, 2001, a Sixth Amendment to Revolving Credit
Agreement dated October 26, 2001 and a Seventh Amendment to Revolving Credit
Agreement and First Amendment to Security Agreement dated as of January 8, 2002
(said Revolving Credit Agreement, as so amended, herein called the "Credit
Agreement"). 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.

        B. The Borrower, the Lenders and the Agent wish to amend the Credit
Agreement to accommodate the Borrower's acquisition of certain assets of
ValuSoft, Inc., a Minnesota corporation. Accordingly, the Borrower, the Lenders
and the Agent hereby agree as set forth below.

        Section 1. Amendments to Credit Agreement. Effective as of the date
hereof but subject to satisfaction of the conditions precedent set forth in
Section 2, the Credit Agreement is hereby amended as set forth below.

                (a) Section 1.1 of the Credit Agreement is amended by adding the
following defined term in appropriate alphabetical order:

                        "'ValuSoft' means ValuSoft, Inc., a Minnesota
corporation."

                (b) Section 6.2(b) of the Credit Agreement is amended by
deleting the word "and" at the end of Section 6.2(b)(iii) and inserting the
following immediately before the period at the end of Section 6.2(b):

        "; and (v) Debt of the Borrower to ValuSoft in respect of contingent
        future payments that the Borrower may be required to make to ValuSoft
        based on the


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        pretax net income of the division of the Borrower that will hold and
        operate the assets acquired thereby from ValuSoft."

                (c) Section 6.2(d) of the Credit Agreement is amended by
deleting the word "and" at the end of Section 6.2(d)(ii) and inserting the
following immediately before the period at the end of Section 6.2(d):

        "and (iv) the Borrower may acquire certain assets of ValuSoft, with a
        combination of cash and stock of the Borrower, for an effective purchase
        price not exceeding $20,000,000 in the aggregate (excluding contingent
        future payments that the Borrower may be required to make to ValuSoft
        based on the pretax net income of the division of the Borrower that will
        hold and operate such assets)."

        Section 2. Conditions to Effectiveness. This Amendment shall become
effective as of the date first set forth above when the Agent has received an
amendment fee of $10,000 ($7,000 of which shall be for the account of UBOC and
$3,000 for the account of BNP Paribas) and all of the following documents, each
dated the date hereof, in form and substance satisfactory to the Agent and in
the number of originals requested by the Agent:

                (a) this 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 through the Agent may reasonably request.

        Section 3. Representations and Warranties of Borrower. The Borrower
represents and warrants to the Lenders and the Agent as set forth below.

                (a) The execution, delivery and performance by the Borrower of
this Amendment and the Credit Documents, as amended hereby, to which the
Borrower is a party are within the Borrower's corporate powers, have been duly
authorized by all necessary corporate action and do not (i) contravene the
articles of incorporation or bylaws of the Borrower, (ii) contravene any
Governmental Rule or contractual restriction binding on or affecting the
Borrower or (iii) result in or require the creation or imposition of any Lien
(other than any created by the Credit Documents) upon or with respect to any of
the properties of the Borrower.

                (b) No Governmental Action is required for the due execution,
delivery or performance by the Borrower of this Amendment or any of the Credit
Documents, as amended hereby, to which the Borrower is a party.

                (c) This Amendment and each of the Credit Documents, as amended
hereby, to which the Borrower is a party constitute legal, valid and binding
obligations of the Borrower, enforceable against the Borrower in accordance with
their respective terms, except



                                      -2-
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as the enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting creditors' rights
generally.

                (d) The Security Agreement and the Guarantor Security Agreement
constitute valid and perfected first-priority Liens on the Collateral specified
therein, enforceable against all third parties in all jurisdictions, and secure
the payment of all obligations of the Borrower and THQ/Jakks, respectively,
under the Credit Documents, as amended hereby, and the execution, delivery and
performance of this Amendment do not adversely affect the Lien of the Security
Agreement or the Guarantor Security Agreement.

                (e) The unaudited consolidated balance sheet of the Borrower and
its Subsidiaries as of September 30, 2001, and the related unaudited
consolidated statements of income, retained earnings and cash flows of the
Borrower and its Subsidiaries for the 9-month fiscal period then ended,
certified (subject to normal year-end audit adjustments) by the chief financial
officer or chief accounting officer of the Borrower, fairly present the
consolidated financial condition of the Borrower and its Subsidiaries as of such
date and the consolidated results of the operations of the Borrower and its
Subsidiaries for the 9-month fiscal period ended on such date, all in
accordance with generally accepted accounting principles applied on a consistent
basis. Since September 30, 2001 there has been no material adverse change in the
business, condition (financial or otherwise), operations, performance,
properties or prospects of the Borrower or any of its Subsidiaries. The Borrower
and its Subsidiaries have no material contingent liabilities except as disclosed
in such financial statements or the notes thereto.

                (f) There is no pending or, to the knowledge of the Borrower,
threatened action or proceeding affecting the Borrower or any Subsidiary before
any Governmental Person, referee or arbitrator that could reasonably be expected
to have a material adverse effect on the business, condition (financial or
otherwise), operations, performance, properties or prospects of the Borrower or
any Subsidiary or that purports to affect the legality, validity or
enforceability of this Amendment or any of the Credit Documents, as amended
hereby.

                (g) There has been no amendment to the articles of incorporation
or bylaws of the Borrower, or to the certificate of formation or operating
agreement of THQ/Jakks, on or after August 31, 2000. The representations and
warranties of the Credit Parties contained in the Credit Documents are correct
on and as of the date hereof as though made on and as of such date. No event has
occurred and is continuing, or would result from the effectiveness of this
Amendment, that constitutes a Default.

                (h) Neither the Borrower nor THQ/Jakks has any bank account,
deposit account, investment account or other such account other than (i) the
four securities accounts of the Borrower specified in Schedule 1 to the Security
Agreement, (ii) the six accounts of the Borrower at UBOC specified in Schedule 2
to the Security Agreement and (iii) the one account of the Borrower at Wells
Fargo Bank, N.A. specified in Schedule 2 to the Security Agreement.



                                      -3-
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        Section 4. Reference to and Effect on Credit Documents.

                (a) On and after the effective date of this Amendment, each
reference in the Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or any other expression of like import referring to the Credit
Agreement, and each reference in the other Credit Documents to "the Credit
Agreement," "thereunder," "thereof," "therein" or any other expression of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as amended by this Amendment.

                (b) Except as specifically amended above, the Credit Agreement
and the other Credit Documents shall remain in full force and effect and are
hereby ratified and confirmed. Without limiting the generality of the foregoing,
the Security Agreement and the Guarantor Security Agreement and all of the
Collateral described therein do and shall continue to secure the payment of all
obligations stated to be secured thereby under the Credit Documents, as amended
hereby.

                (c) Except as expressly set forth herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right; power or remedy of the Agent or the Lenders under any of the Credit
Documents or constitute a waiver of any provision of any of the Credit
Documents.

        Section 5. Costs and Expenses. The Borrower agrees to pay on demand all
costs and expenses of the Agent in connection with the preparation, execution
and delivery of this Amendment and the other instruments and documents to be
delivered hereunder, including the reasonable fees and out-of-pocket expenses of
counsel for the Agent with respect thereto and with respect to advising the
Agent as to its rights and responsibilities hereunder and thereunder.

        Section 6. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.



                                      -4-
<PAGE>

        Section 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THE STATE OF CALIFORNIA.

                                        THQ INC.

                                        By: /s/ FRED GYSI
                                           -------------------------------------
                                           Fred Gysi
                                           Senior Vice President,
                                              Finance & Administration
                                              & Chief Financial Officer

                                        UNION BANK OF CALIFORNIA, N.A.,
                                          as Agent and Lender

                                        By:
                                           -------------------------------------
                                           John C. Kase
                                             Vice President &
                                             Senior Credit Executive

                                        BNP PARIBAS

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------



                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------



                                      S-1
<PAGE>

        Section 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THE STATE OF CALIFORNIA.

                                        THQ INC.


                                        By:
                                           -------------------------------------
                                           Fred Gysi
                                           Senior Vice President,
                                             Finance & Administration
                                             & Chief Financial Officer

                                        UNION BANK OF CALIFORNIA, N.A.,
                                        as Agent and Lender

                                        By: /s/ JOHN C. KASE
                                           -------------------------------------
                                           Vice President &
                                           Senior Credit Executive

                                        BNP PARIBAS

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------



                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------



                                      S-2
<PAGE>

        Section 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THE STATE OF CALIFORNIA.

                                        THQ INC.

                                        By:
                                           -------------------------------------
                                           Fred Gysi
                                           Senior Vice President,
                                              Finance & Administration
                                              & Chief Financial Officer


                                        UNION BANK OF CALIFORNIA, N.A.,
                                          as Agent and Lender

                                        By:
                                           -------------------------------------
                                           John C. Kase
                                             Vice President &
                                             Senior Credit Executive

                                        BNP PARIBAS

                                        By: /s/  TJALLING TERPSTRA
                                           -------------------------------------
                                        Name: Tjalling Terpstra
                                             -----------------------------------
                                        Title: Director
                                              ----------------------------------



                                        By: /s/ SEAN T. CONLON
                                           -------------------------------------
                                        Name: Sean T. Conlon
                                             -----------------------------------
                                        Title: Managing Director
                                              ----------------------------------



                                      S-1

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