exv10w1







Exhibit 10.1




     THIS
FIRST AMENDING AGREEMENT dated as of the 30th day of September, 2010 BETWEEN:






MAD CATZ, INC.




as Borrower




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WELLS FARGO CAPITAL FINANCE, LLC




as Lender and US Collateral Agent



          WHEREAS Wells Fargo Capital Finance, LLC, successor by merger to Wachovia Capital Finance
Corporation (Central), as Lender and US Collateral Agent (“Wells Fargo”), Borrower, MCII and
certain other Obligors entered into a Third Amended and Restated Loan Agreement dated as of June
23, 2009 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to
time, the “Loan Agreement”) pursuant to which certain credit facilities were established in favour
of Borrower;


          AND WHEREAS the parties hereto wish to enter into this First Amending Agreement to amend
certain terms and conditions of the Loan;


          NOW THEREFORE THIS FIRST AMENDING AGREEMENT WITNESSES THAT in consideration of the covenants
and agreements contained herein and for other good and valuable consideration, the parties hereto
agree as follows:



Section 1 General




               In this First Amending Agreement, unless otherwise defined or the context otherwise requires,
all capitalized terms shall have the respective meanings specified in the Loan Agreement.



Section 2 To be Read with Loan Agreement




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



 









 





Section 3 No Novations




               Nothing in this First Amending Agreement, nor in the Loan Agreement when read together with
this First Amending Agreement, shall constitute a novation, payment, re-advance or reduction or
termination in respect of any Obligations.



Section 4 Amendments to Loan Agreement





	(a)	 	Section 1.56 (“Maximum Credit”) of the Loan Agreement is hereby deleted and replaced
with the following:





“1.56 “Maximum Credit”




“Maximum Credit” shall mean the following amount:




	 	 	 	 	 	 	 

	(a)
	 	on or before December 30, 2010	 	$	50,000,000	 
	(b)
	 	on or after December 31, 2010 and on or before January 30, 2011	 	$	35,000,000	 
	(c)
	 	on or after January 31, 2011	 	$	30,000,000 	.”






Section 5 Representations and Warranties




               In order to induce Wells Fargo to enter into this First Amending Agreement, Borrower
represents and warrants to Wells Fargo as follows, which representations and warranties shall
survive the execution and delivery hereof:




	 	(a)	 	the representations and warranties set forth in Section 7 of the Loan
Agreement continue to be true and correct as of the date hereof;
	 
	 	(b)	 	the execution, delivery and performance of this First Amending Agreement and
the transactions contemplated hereunder are all within Borrower’s corporate powers,
have been duly authorized and are not in contravention of law or the terms of
Borrower’s certificate of incorporation, by-laws or other organizational documentation,
or any indenture, agreement or undertaking to which Borrower is a party or by which
Borrower or its property is bound;
	 
	 	(c)	 	Borrower has duly executed and delivered this First Amending Agreement;
	 
	 	(d)	 	this First Amending Agreement constitutes a legal, valid and binding obligation
of Borrower, enforceable against it by Wells Fargo in accordance with its terms;
	 
	 	(e)	 	no Default or Event of Default exists; and
	 
	 	(f)	 	Borrower is in compliance with the covenants contained in Section 5,
Section 6 and Section 8 of the Loan Agreement.





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Section 6 Condition Precedent




               This First Amending Agreement shall not be effective until Wells Fargo has received, in form
and substance satisfactory to Wells Fargo, a copy (original or photocopy, at the discretion of
Wells Fargo) of this First Amending Agreement executed by Borrower and the Obligors party hereto.



Section 7 Amendment Fee




               Borrower shall pay to Wells Fargo an amendment fee of $100,000, which amendment fee shall be
fully earned as of and payable on the date hereof.



Section 8 Expenses




               Borrower 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,
completion, execution, delivery and review of this First Amending Agreement and all other documents
and instruments arising therefrom and/or executed in connection therewith.



Section 9 Continuance of Loan Agreement and Security




               The Loan Agreement and Financing Agreements, as amended by this First Amending Agreement,
shall be and continue in full force and effect and is hereby confirmed and the rights and
obligations of all parties thereunder shall not be affected or prejudiced in any manner except as
specifically provided for in this First Amending Agreement. It is agreed and confirmed that after
giving effect to this First Amending Agreement, all security and guarantees delivered by Borrower
and each Obligor secures the payment of all of the Obligations including, without limitation, the
obligations arising under the Loan Agreement, as amended by the terms of this First Amending
Agreement.



Section 10 Counterparts




               This First Amending Agreement may be executed in any number of separate original or facsimile
counterparts, each of which shall be deemed an original and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.



Section 11 Governing Law




               The validity, interpretation and enforcement of this First Amending Agreement and any dispute
arising out of the relationship between the parties hereto, whether in contract, tort, equity or
otherwise, shall be governed by the laws of the State of Illinois.




[SIGNATURE PAGE FOLLOWS]




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               IN WITNESS WHEREOF the parties hereto have
 executed this First Amending Agreement as of the day and year first above written.





	 	 	 	 	 

	 
	US COLLATERAL AGENT AND LENDER	 	BORROWER
	 
	WELLS FARGO CAPITAL FINANCE, LLC	 	MAD CATZ, INC.
	 
	By:	/s/ Sean M. Noonan	 	By:	  /s/ Darren Richardson
	 	Name: Sean M. Noonan	 	Name: Darren Richardson
	 	Title: Vice President, Relationship Manager	 	Title: President & CEO





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Each of the undersigned Obligors hereby:




	 	(a)	 	acknowledges, confirms and agrees that such Obligor’s Financing Agreements (as each
of the same may have been amended, modified, supplemented, extended, renewed,
restated or replaced) remain in full force and effect as at the date hereof in
respect of the Obligations under the Loan Agreement; and
	 
	 	(b)	 	acknowledges and confirms that such Obligor has received a copy of the Loan
Agreement and this First Amending Agreement and understands the terms thereof.




Dated as of the 30th day of September, 2010.




	 	 	 	 	 

	 
	MAD CATZ INTERACTIVE, INC.	 	1328158 ONTARIO INC.
	 
	By:	/s/ Darren Richardson	 	By:	  /s/ Darren Richardson
	 	Name: Darren Richardson	 	Name: Darren Richardson
	 	Title: President & CEO	 	Title: President
	 
	MAD CATZ (EUROPE) LIMITED	 	WINKLER ATLANTIC HOLDINGS LIMTED
	 
	By:	/s/ Darren Richardson	 	By:	  /s/ Darren Richardson
	 	Name: Darren Richardson	 	Name: Darren Richardson
	 	Title: Director	 	Title: Director
	 
	FX UNLIMITED, INC.	 	MAD CATZ INTERACTIVE ASIA LIMITED
	 
	By:	/s/ Darren Richardson	 	By:	  /s/ Darren Richardson
	 	Name: Darren Richardson	 	Name: Darren Richardson
	 	Title: President	 	Title: Director
	 
	SAITEK ELEKTRONIK VERTRIEBS GMBH	 	 	 
	 
	By:	/s/ Darren Richardson	 	 	 
	 	Name: Darren Richardson	 	 
	 	Title: Director	 	 






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