Exhibit 10.21
 
   VIA EMAIL
 
  Re: Wachovia Capital Finance Corporation (Central) and Mad Catz, Inc.
 Borrower Lender Loan
Agreement
 1.
    
    Definitions. In this letter, unless otherwise defined or the context otherwise
requires, all capitalized terms shall have the respective meanings specified in the Loan
Agreement.2.
    
    Waiver of Event of Default.
 (a)
    
    An Event of Default has occurred under Section 9.1(a) of the Loan
Agreement as a result of the breach of the EBITDA covenant in Section 8.13 of
the Loan Agreement. More specifically, the Borrower failed to cause MCII to maintain a
minimum consolidated EBITDA of US$8,008,000 for the trailing four (4) Fiscal Quarter
period ending on December 31, 2008 (the Existing Event of Default).(b)
    
    In the sole and absolute discretion of the Lender, and in reliance on the
specific description of the Existing Event of Default, the Lender hereby waives the
Existing Event of Default.(c)
    
    Notwithstanding the foregoing, the waiver by the Lender as set forth herein:
 (i)
    
    shall not extend to any other Event of Default or any event,
circumstance or omission which, with the giving of notice, a lapse of time or a
failure to remedy the event, circumstance or omission within a lapse of time,
would constitute an
Event of Default (a Default);




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(iii)
    
    is intended to be limited to the specific purpose and intent for
which same has been provided and does not prejudice any right or rights that the
Lender or the US Collateral Agent may have or may have in the future under or in
connection with the Financing Agreements including, without limitation, the
exercise of any rights and remedies of the Lender and the US Collateral Agent;
and(iv)
    
    the Lender and the US Collateral Agent reserve their respective
rights and remedies at any time and from time to time in connection with any
Default or Event of Default now existing or hereafter arising, other than the
Existing Event of Default specifically waived herein.
 3.
    
    Amendment to Loan Agreement.
 (a)
    
    This letter is also an amendment to the Loan Agreement. Unless the context of
this letter otherwise requires, the Loan Agreement and this letter shall be read
together and shall have effect as if the provisions of the Loan Agreement and this
letter were contained in one agreement. The term Agreementwhen used in the Loan
Agreement means the Loan Agreement as amended by this letter, together with all
amendments, modifications, supplements, extensions, renewals, restatements and
replacements thereof from time to time.(b)
    
    The Loan Agreement is amended as follows:
 (i)
    
    Section 1.1 of the Loan Agreement is amended by adding
the following new Section 1.26A:1.26A Fixed Charge Coverage RatioFixed Charge Coverage Ratio shall mean, with respect to MCII and its
subsidiaries on a consolidated basis for any trailing four (4) Fiscal
Quarters (each a Testing Period) determined in accordance with GAAP, the
quotient of, for each Testing Period, (a) EBITDA (defined as net income or
net loss before interest, taxes, depreciation and amortization, excluding
goodwill impairment or any other non-cash non-operating charges as approved
by the Lender) minus unfunded CAPEX minus the sum of taxes paid in the period
for which the test relates and taxes due in the period for which the test
relates but which have not been paid at the time of the test minus
distributions and dividends divided by (b) interest paid and interest due
within the Fiscal Quarter that the test is being done but which has not been
paid at the time of the test plus any principal due, excluding any balance
outstanding under this Agreement. For the avoidance of doubt, the Lender and
the Borrower agree that the compliance certificate attached hereto as
Exhibit 1.26A accurately details the method for calculating the Fixed
Charge Coverage Ratio.




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(ii)
    
    The definition of Interest Rate in Section 1.32 of
the Loan Agreement is amended by deleting one quarter of one percent (0.25%)
and replacing it with three quarters of one percent (0.75%).(iii)
    
    Section 8.13 of the Loan Agreement is deleted and replaced with the following:8.13 Fixed Charge Coverage RatioBorrower shall cause MCII to maintain a Fixed Charge Coverage Ratio of not
less then 1.5:1.0 calculated at the end of each Fiscal Quarter for each
Testing Period.
 (c)
    
    The effective date of the amendment to the Loan Agreement provided in this
letter is March 18, 2009.
 4.
    
    No Novations. Nothing in this letter, or in the Loan Agreement when read together
with this letter, shall constitute a novation, payment, re-advance or reduction or termination
in respect of any Obligations.5.
    
    Financing Agreement. This letter is a Financing Agreement.6.
    
    Amendment Fee. The Borrower shall pay to the Lender an amendment fee of US$50,000
which amendment fee shall be fully earned as of and payable on the date hereof.7.
    
    Expenses. The Borrower shall pay all fees, expenses and disbursements including,
without limitation, legal fees, incurred by or payable to the Lender and US Collateral Agent
in connection with the preparation, negotiation, completion, execution, delivery and review of
this letter and all other documents and instruments arising therefrom and/or executed in
connection therewith.8.
    
    Continuance of Loan Agreement and Security.
 (a)
    
    The Loan Agreement, as amended or modified by this letter, 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 herein. It is agreed and confirmed that after
giving effect to this letter, all security delivered by the Borrower and the Obligors
secures the payment of all of the Obligations including, without limitation, the
obligations arising under the Loan Agreement, as amended or modified by the terms of
this letter.(b)
    
    To induce the Lender to enter into this letter, the Borrower hereby confirms
that after giving effect to this letter, (i) the Borrower and the Obligors are in
compliance with all covenants in the Financing Agreements, (ii) all the representations
and warranties set out in the Financing Agreements are true and accurate, and (iii) no
Default or Event of Default has occurred or is continuing.




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9.
    
    Counterparts. This letter 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.10.
    
    Governing Law. The validity, interpretation and enforcement of this letter 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 California.11.
    
    Further Assurances. At the request of the Lender at any time and from time to time,
each of the Borrowers and the Obligors shall, at their expense, duly execute and deliver, or
cause to be duly executed and delivered, such further agreements, documents and instruments,
and do or cause to be done such further acts as may be requested by the Lender to effectuate
the provisions or purposes of this letter.12.
    
    Amendments and Waivers. Neither this letter nor any provision hereof shall be
amended, modified, waived or discharged orally or by course of conduct, but only by a written
agreement signed by an authorized officer of the Lender and the US Collateral Agent, and as to
amendments, as also signed by an authorized officer of the Borrower and the Obligors. The
Lender and the US Collateral Agent shall not, by any act, delay, omission or otherwise be
deemed to have expressly or impliedly waived any of their respective rights, powers and/or
remedies unless such waiver shall be in writing and signed by an authorized officer of the
Lender and the US Collateral Agent. Any such waiver shall be enforceable only to the extent
specifically set forth therein. A waiver by the Lender or the US Collateral Agent of any
right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of
any such right, power and/or remedy which the Lender or the US Collateral Agent would
otherwise have on any future occasion, whether similar in kind or otherwise.13.
    
    Headings. The division of this letter into sections and the insertion of headings are
for convenience of reference only and shall not affect the construction or interpretation of
this letter.14.
    
    Successors and Assigns. This letter shall be binding upon and inure to the benefit of
and be enforceable by the Lender, the US Collateral Agent, the Borrower and the Obligors and
their respective successors and assigns.15.
    
    Partial Invalidity. If any provision of this letter is held to be invalid or
unenforceable, such invalidity or unenforceability shall not invalidate this letter as a
whole, but this letter shall be construed as though it did not contain the particular
provision held to be invalid or unenforceable and the rights and obligations of the parties
shall be construed and enforced only to such extent as shall be permitted by applicable law.16.
    
    Acceptance. If the foregoing correctly sets out our agreement, please indicate your
acceptance of this letter by signing below and returning an executed copy to us by no later
than 5:00 p.m. on March 18, 2009 (the Effective Date). If not so signed and returned to us
on the Effective Date, this letter shall be null and void.




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US COLLATERAL AGENT AND LENDER
 WACHOVIA CAPITAL FINANCE  CORPORATION (CENTRAL)
 By:
    
    
    
    /s/ Bruno MelloName:
    
    Bruno MelloTitle:
    
    Assistant Vice PresidentWachovia Capital Finance of CanadaBy:
    
    
    
    /s/ Carmela MassariName:
    
    Carmela MassariTitle:
    
    First Vice PresidentWachovia Capital Finance of Canada
 th
 BORROWER
 MAD CATZ, INC.By:
    
    
    
    /s/ Darren RichardsonName:
    
    Darren RichardsonTitle:
    
    President & CEOBy:
    
    
    
    /s/ Stewart HalpernName:
    
    Stewart HalpernTitle:
    
    CFO




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OBLIGORS:
  (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 letter and understands and agrees to the terms thereof.
 th
 MAD CATZ INTERACTIVE, INC.
    
    
    
    1328158 ONTARIO INC.By: 
Name:
    
    /s/ Darren Richardson

Darren Richardson
    
    
    
    By:
Name:
    
    /s/ Darren Richardson

Darren RichardsonTitle:
    
    President & CEO
    
    
    
    Title:
    
    PresidentBy:
    
    /s/ Stewart HalpernName: 
Title:
    
    Stewart Halpern
CFOMAD CATZ (EUROPE) LIMITED
    
    
    
    MAD CATZ LIMITEDBy: 
Name:
    
    /s/ Darren Richardson

Darren Richardson
    
    
    
    By:
Name:
    
    /s/ Darren Richardson

Darren RichardsonTitle:
    
    Director
    
    
    
    Title:
    
    DirectorBy: 
Name:
    
    /s/ Stewart Halpern

Stewart Halpern
    
    
    
    By:
Name:
    
    /s/ Stewart Halpern

Stewart HalpernTitle:
    
    Director
    
    
    
    Title:
    
    Director




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FX UNLIMITED, INC.
    
    
    
    MAD CATZ INTERACTIVEASIA LIMITEDBy: 
Name:
    
    /s/ Darren Richardson

Darren Richardson
    
    
    
    By:
Name:
    
    /s/ Darren Richardson

Darren RichardsonTitle:
    
    President
    
    
    
    Title:
    
    DirectorBy: 
Name:
    
    /s/ Whitney E. Peterson

Whitney Peterson
    
    
    
    By:
Name:
    
    /s/ Stewart Halpern

Stewart HalpernTitle:
    
    Secretary
    
    
    
    Title:
    
    Director
 WINKLER ATLANTIC HOLDINGSBy: 
Name:
    
    /s/ Darren Richardson

Darren RichardsonTitle:
    
    DirectorBy: 
Name:
    
    /s/ Stewart Halpern

Stewart HalpernTitle:
    
    DirectorSAITEK ELECKTRONIK VERTRIEBSGMBHBy: 
Name:
    
    /s/ Darren Richardson

Darren RichardsonTitle:
    
    DirectorBy: 
Name:
    
    /s/ Stewart Halpern

Stewart HalpernTitle:
    
    Director




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SAITEK SABy: 
Name:
    
    /s/ Darren Richardson

Darren RichardsonTitle:
    
    DirectorBy: 
Name:
    
    /s/ Stewart Halpern

Stewart HalpernTitle:
    
    Stewart




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Exhibit 1.26A
 [See attached]




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MAD CATZ INTERACTIVE INC.
FCCR Compliance Certificate
For the four-quarter period ended 12/31/2008
 Qtr. Ended
    
    Qtr. Ended
    
    Qtr. Ended
    
    Qtr. Ended
    
    
    Trailing3/31/2008
    
    6/30/2008
    
    9/30/2008
    
    12/31/2008
    
    
    Four QuartersEBITDA for period ending:
    
    $
    690
    
    
    $
    283
    
    
    $
    225
    
    
    $
    4,211
    
    
    
    $
    5,409(minus) Unfunded CAPEX
    
    $
    34
    
    
    $
    275
    
    
    $
    575
    
    
    $
    277
    
    
    
    $
    1,161(minus) Taxes Paid
    
    $
    910
    
    
    $
    178
    
    
    $
    231
    
    
    $
    160
    
    
    
    $
    1,479(minus) Taxes Due
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    $
    0(minus) Distributions
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    $
    0(minus) Dividends
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    $
    0Sub-Total
    
    $
    (254
    )
    
    $
    (170
    )
    
    $
    (581
    )
    
    $
    3,774
    
    
    
    $
    2,769Divided by:Interest Paid
    
    $
    319
    
    
    $
    177
    
    
    $
    196
    
    
    $
    216
    
    
    
    $
    908(plus) Interest Due
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    $
    0(plus) Principal Payments
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    $
    0(plus) Principal Payments Due
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    $
    0Sub-Total
    
    $
    319
    
    
    $
    177
    
    
    $
    196
    
    
    $
    216
    
    
    
    $
    908Actual FCCR
    
    
    (0.80
    )
    
    
    (0.96
    )
    
    
    (2.96
    )
    
    
    17.47
    
    
    
    
    3.05Required FCCR
    
    
    
    
    1.50Compliance
    
    
    
    YES
 NameSignatureTitleDate