Item 1.01 Entry into a Material Definitive Agreement.

On June 30, 2009, THQ Inc. (the "Registrant") entered into a Loan and Security Agreement (the "Credit Facility") with Bank of America, N.A. ("B of A"), as agent, and the lenders party thereto from time to time. The Credit Facility provides for a $35 million revolving credit facility, which can be increased to $50 million, subject to lender consent, pursuant to a $15 million accordion feature, and includes a $15 million letter of credit subfacility.

The Credit Facility has a three-year term and bears interest at a floating rate equivalent to, at the option of the Registrant, either the base rate plus a spread of 1.0% to 2.5% or LIBOR plus 2.5% to 4.0%, depending on the Registrant's fixed charge coverage ratio. The Registrant has paid a $350,000 closing fee and will be required to pay other customary fees, including an unused line fee based on usage under the Credit Facility. Borrowings under the Credit Facility are conditioned on the Company maintaining a certain fixed charge coverage ratio and a certain liquidity level, as set forth in the Credit Facility.

The Credit Facility is guaranteed by most of the Registrant's domestic subsidiaries (each, an "Obligor") and secured by substantially all of the assets of the Registrant and each Obligor.

The Credit Facility contains customary affirmative and negative covenants, including, among other terms and conditions, limitations on the Company and each Obligor's ability to: create, incur, guarantee or be liable for indebtedness (other than certain types of permitted indebtedness); dispose of assets outside the ordinary course (subject to certain exceptions); acquire, merge or consolidate with or into another person or entity (other than certain types of permitted acquisitions); create, incur or allow any lien on any of their respective properties (except for certain permitted liens); make investments or capital expenditures (other than certain types of investments or capital expenditures); or pay dividends or make distributions (each subject to certain limitations). In addition, the Credit Agreement provides for certain events of default such as nonpayment of principal and interest when due thereunder, breaches of representations and warranties, noncompliance with covenants, acts of insolvency and default on certain material contracts (subject to certain limitations and cure periods).

The Registrant intends to use any proceeds of the Credit Facility for working capital and other corporate purposes.

The above summaries of the material terms of the Revolving Credit Facility are not complete statements of the parties' rights and obligations with respect to the transactions contemplated by the Credit Facility. The above statements are qualified in their entirety by reference to the Credit Facility.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated herein by reference as if fully set forth herein.

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