Amendment to Third Amended and Restated Loan Agreement



 Exhibit 10.1 
 [Letterhead of Wells Fargo Capital Finance, LLC] 
 April 24, 2012 

Mad Catz, Inc. 
 7480 Mission Valley Road

 Suite 101 
 San Diego, CA 

92108 
 Dear Sirs/Mesdames: 

 

	Re:	Third Amended and Restated Credit Agreement dated June 23, 2009 (as amended by the first amending agreement dated September 30, 2010, amending letters dated February
8 and 9, 2012 and as further amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Credit Agreement”) between Wells Fargo Capital Finance, LLC (successor by merger to Wachovia Capital Finance
Corporation (Central)) (“Wells Fargo”), Mad Catz, Inc. (the “Borrower”) and the Obligors. Capitalized terms not otherwise defined in this Letter Agreement shall have the meanings given to them in the Credit Agreement unless
stated otherwise. 

 You have requested that we provide this Letter Agreement to you in order to amend the Credit Agreement,
all as specifically set out below. 
  

	1.	Amendments to Credit Agreement 

  

	 	(a)	Exhibit A to the Credit Agreement is hereby deleted. 

  

	 	(b)	Section 1.19 (“EBITDA”) of the Credit Agreement is hereby deleted and replaced with the following: 


“1.19 “EBITDA” 

“EBITDA” shall mean, with respect to any period, an amount equal to the net income for such period plus: 

 

	 	(a)	depreciation, amortization and other non-cash charges not relating to current assets, plus 


 

	 	(b)	interest expenses, plus 

  

	 	(c)	extraordinary, unusual and non-recurring losses that are pre-approved in writing by Lender, plus 


 

	 	(d)	unrealized foreign exchange losses related to balance sheet items that are pre-approved in writing by Lender, plus 









	 	(e)	the provision for taxes for such period; 

 each to the extent deducted in the computation of net income in such period, all in accordance with GAAP.” 
  

	 	(c)	Section 1.32 (“Fixed Charge Coverage Ratio”) of the Credit Agreement is hereby deleted and replaced with the following:


 “1.32 “Fixed Charge Coverage Ratio” 
 “Fixed Charge Coverage Ratio” shall mean, with respect to MCII and its subsidiaries on a consolidated basis for any Testing Period, the ratio of (a) EBITDA to (b) Fixed Charges.”

 “1.32A “Fixed Charges” 
 “Fixed Charges” shall mean, with respect to MCII and its subsidiaries on a consolidated basis for any Testing Period: 

 

	 	(a)	the aggregate of all interest expenses payable in cash for such period, plus 


 

	 	(b)	scheduled principal payments, plus 

  

	 	(c)	capital lease obligation payments, plus 

  

	 	(d)	the amount of capital expenditures, determined in accordance with GAAP, to the extent applicable, made during such period and not funded with new term debt or capital
leases, plus 

  

	 	(e)	cash dividends and distributions, plus 

  

	 	(f)	current taxes paid or payable.” 

  

	 	(d)	Section 8.13 (“Fixed Charge Coverage Ratio”) of the Credit Agreement is hereby deleted and replaced with the following:


 “8.13 Fixed Charge Coverage Ratio 
 MCII shall maintain a Fixed Charge Coverage Ratio of not less than 1.0:1.0 for (a) the Testing Period ending June 30, 2012 calculated on June 30, 2012 and (b) each Testing Period thereafter calculated at
the end of each Fiscal Quarter.” 
  

	 	(e)	The proviso in Section 8.17(g) (“Costs and Expenses”) is hereby deleted and replaced with the following: 


“provided that such field examinations shall be limited to no more than once in any 90 day period if an Event of Default does not
exist with no such restriction if an Event of Default exists;”. 

  
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	 	(f)	Section 8.25 (“EBITDA”) is hereby added to the Credit Agreement: 

 “8.25 EBITDA 
 MCII shall maintain EBITDA calculated at the end of each period
indicated below on a consolidated basis of not less than the following amounts: 
  

					
	 Period
	  	EBITDA	 
	 For fiscal year ended March 31, 2012
	  	 $	1,265,000	  
	 Month ending April 30, 2012
	  	-$	209,000	  
	 2 months ending May 31, 2012
	  	-$	1,395,000”	  

  

	2.	Representations and Warranties 

 In order to induce Wells Fargo to enter into this Letter Agreement, the Borrower and each Obligor, jointly and severally, represents and warrants to Wells Fargo as follows, which representations and
warranties shall survive the execution and delivery of this Letter Agreement: 
  

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


  

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


  

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

  

	 	(d)	the execution, delivery and performance of this Letter 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; 

  

	 	(e)	each of the Borrower and the Obligors have duly executed and delivery this Letter Agreement; and 


 

	 	(f)	this Letter 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 Letter Agreement. 

  

	3.	General 

  

	 	(a)	 This Letter Agreement is an amendment to the Credit Agreement. Unless the context of this Letter Agreement otherwise requires, the Credit Agreement and
this Letter Agreement shall be read together and shall have effect as if the provisions of the 



  
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Credit Agreement and this Letter Agreement were contained in one agreement. The term “Agreement” when used in the Credit Agreement means the Credit Agreement as amended by this Letter
Agreement, together with all amendments, modifications, supplements, extensions, renewals, restatements and replacements thereof from time to time. 

  

	 	(b)	Nothing in this Letter Agreement, nor in the Credit Agreement when read together with this Letter Agreement, shall constitute a novation, payment, re-advance or
reduction or termination in respect of any Obligations. 

  

	 	(c)	The Credit Agreement, as amended by this Letter 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. 

  

	 	(d)	It is agreed and confirmed that after giving effect to this Letter Agreement, all security and guarantees delivered by the Borrower and each Obligor secures the payment
and performance of all of the Obligations. 

  

	 	(e)	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 Letter Agreement, all at the expense of the Borrower and each Obligor. 

  

	 	(f)	The Borrower agrees to pay Wells Fargo a $5000 amendment fee upon the Borrower’s execution of this Letter Agreement. 


 

	 	(g)	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 Letter Agreement and all other documents and instruments arising therefrom and/or executed in connection therewith. 


 

	 	(h)	This Letter 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. 

  

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


 

	 	(j)	This Letter Agreement is a Financing Agreement. 


If the foregoing correctly sets out our agreement, please indicate your acceptance of the terms and conditions of this Letter Agreement by signing below
and returning an executed copy to us by no later than 5:00 p.m. on April 27, 2012 after which time, if not accepted by you, this Letter Agreement shall be null and void. 

  
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 Yours truly, 
  

					
	WELLS FARGO CAPITAL FINANCE, LLC
		
	Per:	 	 /s/ SEAN M. NOONAN

		 	Name:	 	Sean N. Noonan
		 	Title:	 	 Vice President, Relationship Manager Wells Fargo Capital Finance
 Corporation Canada


 Acknowledged and accepted this 26th day of April, 2012. 
  

									
	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/ DARREN RICHARDSON
	 		 	Per:	 	 /s/ DARREN RICHARDSON

		 	 Name: Darren Richardson

Title: Director
	 		 		 	 Name: Darren Richardson

Title: Director

			
	FX UNLIMITED, INC.	 		 	MAD CATZ GMBH (FORMERLY SAITEK ELEKTRONIK VERTRIEBS GMBH)
					
	Per:	 	 /s/ DARREN RICHARDSON
	 		 	Per:	 	 /s/ DARREN RICHARDSON

		 	 Name: Darren Richardson

Title: Director
	 		 		 	 Name: Darren Richardson

Title: Director



  
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