EX-10.1



 Exhibit 10.1 

CERTAIN INFORMATION INDICATED BY [***] HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2. 
 [Letterhead of Wells Fargo Capital Finance, LLC] 

February 5, 2014 
 Mad Catz, Inc. 

7480 Mission Valley Road 
 Suite 101 

San Diego, CA 
 92108 

Dear Sirs/Mesdames: 
  

	Re:	Fourth Amended and Restated Loan Agreement dated August 1, 2012 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Loan Agreement”) between Wells Fargo
Capital Finance, LLC (“Wells Fargo”), Mad Catz, Inc. (the “Borrower”) and the Obligors party thereto. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to them in the Loan Agreement unless
stated otherwise. 

  
 You have
requested that we provide this Agreement to you in order to amend the Loan Agreement. 
  

	1.	Amendments to Loan Agreement 

  

	 	(a)	The chart in Section 8.24 (EBITDA) is hereby amended by: 

  

	 	(i)	replacing “[***]” with “[***]” in the “January 2014” row; and 

  

	 	(ii)	replacing “[***]” with “[***]” in the “February 2014” row. 

  

	 	(b)	Proviso (i) in Section 8.17(g) is hereby amended by replacing “three (3)” therein with “four (4)”. 


 

	 	(c)	This Agreement is an amendment to the Loan Agreement. Unless the context of this Agreement otherwise requires, the Loan Agreement and this Agreement shall be read together and shall have effect as if the provisions of
the Loan Agreement and this Agreement were contained in one agreement. The term “Agreement” when used in the Loan Agreement means the Loan Agreement as amended by this Agreement, together with all amendments, modifications, supplements,
extensions, renewals, restatements and replacements thereof from time to time. 

  

	 	(d)	Nothing in this Agreement when read together with this Agreement, shall constitute a novation, payment, re-advance or reduction or termination in respect of any Obligations. 









	2.	Representations and Warranties 

 In order to induce Wells Fargo to enter into this
Agreement, the Borrower and each Obligor represent and warrant to Wells Fargo as follows, which representations and warranties shall survive the execution and delivery of this Agreement: 

 

	 	(a)	After giving effect to this Agreement: 

  

	 	(i)	all of the representations and warranties in the Loan Agreement and the other Financing Agreements are true and correct as of the date hereof; 


 

	 	(ii)	each of the Borrower and the Obligors is in compliance with all the covenants contained in the Loan Agreement and the other Financing Agreements; 


 

	 	(iii)	no Default or Event of Default exists or is continuing; 

  

	 	(b)	the execution, delivery and performance of this Agreement and the transactions contemplated hereunder are all within the Borrower’s and each Obligor’s corporate powers, have been duly authorized and are not in
contravention of law or the terms of the Borrower’s or each Obligor’s certificate of incorporation, by-laws or other organizational documentation, or any indenture, agreement or undertaking to which the Borrower or an Obligor is a party or
by which the Borrower’s or an Obligor’s property is bound; 

  

	 	(c)	each of the Borrower and the Obligors have duly executed and delivered this Agreement; and 

  

	 	(d)	this Agreement constitutes a legal, valid and binding obligation of the Borrower and each Obligor, enforceable against them by Wells Fargo in accordance with the terms of this Agreement. 


 

	3.	General  

  

	 	(a)	The Loan Agreement, as amended by this Agreement, shall continue in full force and effect and the rights and obligations of all parties thereunder shall not be affected or prejudiced in any manner except as specifically
provided for herein. 

  

	 	(b)	It is agreed and confirmed that after giving effect to this Agreement, all security and guarantees delivered by the Borrower and each Obligor secures the payment and performance of all of the Obligations including,
without limitation, the obligations, liabilities and indebtedness arising under the Loan Agreement. 

  

	 	(c)	The Borrower and each Obligor shall execute and deliver such documents and take such actions as may be necessary or desirable by Wells Fargo to give effect to the provisions and purposes of this Agreement, all at the
expense of the Borrower and each Obligor. 

  

	 	(d)	The Borrower and each Obligor shall pay all fees, expenses and disbursements including, without limitation, legal fees, incurred by or payable to Wells Fargo in connection with the preparation, negotiation, execution,
delivery, review and enforcement of this Agreement and all other documents and instruments arising therefrom and/or executed in connection therewith. 


  
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	 	(e)	This Agreement may be executed and delivered by facsimile or pdf and in any number of counterparts, each of which when so executed and delivered is an original and all of which taken together constitute one and the same
instrument. 

  

	 	(f)	This Agreement shall be governed by the laws of the State of Illinois. 

  

	 	(g)	This Agreement is a Financing Agreement. 

 If the foregoing correctly sets out our agreement, please indicate
your acceptance of the terms and conditions of this Agreement by signing below and returning an executed copy to us by no later than 5:00 p.m. (PST) on February 14, 2014 after which time, if not accepted by all of you, this Agreement shall be
null and void. 
 Yours truly, 
  

			
	WELLS FARGO CAPITAL FINANCE, LLC
		
	Per:	 	 /s/ GARY WHITAKER

		 	 Name: Gary Whitaker
 Title: Authorized
Signer



  
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 Agreed this 6th day of February, 2014. 

 

									
	MAD CATZ, INC.	 		 	MAD CATZ INTERACTIVE, INC.
					
	Per:	 	 /s/ DARREN RICHARDSON
	 		 	Per:	 	 /s/ DARREN RICHARDSON

		 	 Name: Darren Richardson
 Title: President
& CEO
	 		 		 	 Name: Darren Richardson
 Title: President
& CEO

			
	1328158 ONTARIO INC.	 		 	WINKLER ATLANTIC HOLDINGS LIMITED
					
	Per:	 	 /s/ DARREN RICHARDSON
	 		 	Per:	 	 /s/ DARREN RICHARDSON

		 	 Name: Darren Richardson
 Title:
Director
	 		 		 	 Name: Darren Richardson
 Title:
Director

			
	MAD CATZ EUROPE LIMITED	 		 	MAD CATZ INTERACTIVE ASIA LIMITED
					
	Per:	 	 /s/ BRIAN ANDERSEN
	 		 	Per:	 	 /s/ DARREN RICHARDSON

		 	 Name: Brian Andersen
 Title: COO
	 		 		 	 Name: Darren Richardson
 Title:
Director

			
	FX UNLIMITED, INC.	 		 	MAD CATZ GMBH
					
	Per:	 	 /s/ DARREN RICHARDSON
	 		 	Per:	 	 /s/ MARTIN EBERLE

		 	 Name: Darren Richardson
 Title: President
& CEO
	 		 		 	 Name: Martin Eberle
 Title:
Geschaftsfuhrer

			
	SAITEK, S.A.	 		 	MAD CATZ TECHNOLOGICAL DEVELOPMENT (SHENZHEN) CO., LTD.
					
	Per:	 	 /s/ OLIVIER VOIRIN
	 		 	Per:	 	 /s/ CHEUNG HING TIM (NICHOLAS)

		 	 Name: Olivier Voirin
 Title:
President
	 		 		 	 Name: Cheung Hing Tim (Nicholas)
 Title:
Legal Representative

				
	MAD CATZ CO., LTD.	 		 		 	
					
	Per:	 	 /s/ TAKETOSHI MATSUURA
	 		 		 	
		 	 Name: Taketoshi Matsuura
 Title:
Representative Director, President
	 		 		 	


  
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