Third Amending Agreement



 Exhibit 10.1 
 THIS THIRD AMENDING AGREEMENT is made as of the 9th day of August, 2006 
 BETWEEN: 
 MAD CATZ, INC.

 as Borrower 
 - and -

 WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL) 
 (f/k/a CONGRESS FINANCIAL CORPORATION (CENTRAL)) 
 as Lender and U.S. Collateral Agent 
 WHEREAS Borrower, Lender and U.S. Collateral Agent entered into a first amended and restated loan agreement dated as of September 5, 2001 (the
“Original Loan Agreement”) pursuant to which certain credit facilities were established in favour of Borrower and have amended or extended, as the case may be, the Original Loan Agreement pursuant to: 
  

	 	(a)	a first amending agreement dated as of June 18, 2002; 

  

	 	(b)	a second amending agreement dated as of January 22, 2003; 

  

	 	(c)	a renewal/extension letter dated July 23, 2003; 

  

	 	(d)	an acknowledgement letter dated September 22, 2003; 

  

	 	(e)	a renewal/extension letter dated July 27, 2004; and 

  

	 	(f)	a renewal/extension letter dated August 31, 2005 

 (the Original Loan
Agreement together with such amendments and extensions, the “Existing Loan Agreement”); 
 AND WHEREAS the parties wish to enter into
this agreement to amend the Existing Loan Agreement; 
 NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements
contained herein and for other good and valuable consideration, the parties hereto agree to amend the Existing Loan Agreement as provided herein: 










	Section	 1 General 

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

	Section	 2 To be Read with Existing Loan Agreement 

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

	Section 	3 No Novations 

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

	Section	 4 Amendments to Existing Loan Agreement 

  

	 	(a)	Section 11.1(a) (“Term”) of the Existing Loan Agreement is hereby deleted and replaced with the following: 

  

	 	“(a)	 This Agreement and the other Financing Agreements are effective as of the respective dates thereof set forth on the respective first pages thereof and shall
continue in full force and effect for a term ending on September 25, 2003 (the “Renewal Date”) and from year to year thereafter, unless sooner terminated pursuant to the terms hereof; provided, that, Lender may,
at its option, extend the Renewal Date to the date that is one (1) year after such Renewal Date by giving Borrower notice prior to the Renewal Date. Lender and Borrower (subject to Lender’s right to extend the Renewal Date as provided
above) may terminate this Agreement and the other Financing Agreements effective on the Renewal Date or on the anniversary of the Renewal Date in any year by giving to the other party prior written notice; provided, that, this
Agreement and all other Financing Agreements must be terminated simultaneously. Upon the effective date of termination or non-renewal of the Financing Agreements, Borrower shall pay to Lender, in full, all outstanding and unpaid Obligations and
shall furnish cash collateral to Lender in such amounts as Lender determines are necessary to secure Lender from loss, cost, damage or expense, 



  

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including legal fees and expenses, in connection with any contingent Obligations, including issued and outstanding Letter of Credit Accommodations and checks
or other payments provisionally credited to the Obligations and/or as to which Lender has not yet received final and indefeasible payment. Such payments in respect of the Obligations and cash collateral shall be remitted by wire transfer in US
Dollars to such bank account of Lender, as Lender may, in its discretion, designate in writing to Borrower for such purpose. Interest shall be due until and including the next Business Day, if the amounts so paid by Borrower to the bank account
designated by Lender are received in such bank account later than 12:00 noon, Chicago time.” 


  

	Section	 5 Representations and Warranties 

 In order to induce
Lender to enter into this Third Amending Agreement, Borrower represents and warrants to Lender 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 Existing Loan Agreement continue to be true and correct as of the date hereof; 

  

	 	(b)	the execution, delivery and performance of this Third 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 Third Amending Agreement; 

  

	 	(d)	This Third Amending Agreement constitutes a legal, valid and binding obligation of Borrower, enforceable against it by Lender in accordance with its terms; 


 

	 	(e)	no Event of Default exists; and 

  

	 	(f)	Borrower is in compliance with the covenants contained in Sections 6 and 8 of the Existing Loan Agreement. 

  

	Section	 6 Conditions Precedent 

 This Third
Amending Agreement shall not be effective until each of the following conditions has been met to the satisfaction of Lender, or has been waived in writing (in whole or in part) by Lender, in its sole discretion: 
  

	 	(a)	Lender has received, in form and substance satisfactory to Lender, an original copy of each of the following documents: 

  

	 	(i)	this Third Amending Agreement executed by Borrower and the other Obligors party hereto; 

  

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	 	(ii)	documentation in connection with corporate actions and proceedings which Lender may have requested in connection herewith, such documents where requested by Lender or its counsel to
be certified by appropriate corporate officers or governmental authorities; 

  

	 	(iii)	certificate of incumbency executed by Borrower; 

  

	 	(iv)	all consents, waivers, acknowledgements and other agreements from third parties which Lender may deem necessary or desirable in order to give effect to the provisions or purposes of
this Third Amending Agreement; 

  

	 	(v)	originals or copies, as determined by Lender, of such other documents and instruments as are reasonably required by Lender, including all other documents listed on any closing
agenda relating to the transactions contemplated herein; 

  

	 	(b)	Borrower has paid all reasonable fees, expenses and disbursements, including, without limitation, legal fees, incurred by or payable to Lender in connection with this Third Amending
Agreement; 

  

	 	(c)	all requisite corporate actions and proceedings in connection with this Third Amending Agreement shall have been completed; 

  

	 	(d)	no Event of Default exists; and 

  

	 	(e)	no material adverse change shall have occurred with respect to Borrower or any Obligor since the date of Lender’s latest field examination and no change or event shall have
occurred which would have a material adverse effect on Borrower or any Obligor. 

  

	Section	 7 Expenses 

 Borrower shall pay all
fees, expenses and disbursements including, without limitation, legal fees, incurred by or payable to Lender in connection with the preparation, negotiation, completion, execution, delivery and review of this Third Amending Agreement and all other
documents and instruments arising therefrom and/or executed in connection therewith. 
  

	Section	 8 Continuance of Existing Loan Agreement and Security 

 The Existing Loan Agreement, as changed, altered, amended or modified by this Third 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 herein. It is agreed and confirmed that after giving effect to this Third Amending Agreement, all security delivered by Borrower secures the
payment of all of the Obligations including, without limitation, the obligations 

  

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arising under the Existing Loan Agreement, as amended by the terms of this Third Amending Agreement. 
  

	Section	 9 Counterparts 

 This Third 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	 10 Governing Law 

 The validity,
interpretation and enforcement of this Third 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 Province of Ontario and
the federal laws of Canada applicable therein. 
 IN WITNESS WHEREOF the parties hereto have executed this Third Amending Agreement as
of the day and year first above written. 
  

									
	 LENDER
  

WACHOVIA CAPITAL FINANCE
 CORPORATION
(CENTRAL)
	 		 	 BORROWER
  

MAD CATZ, INC.

					
	 By:
	 	/s/ Niall Hamilton	 		 	 By:
	 	 /s/ Darren Richardson

	 Name:
	 	 Niall Hamilton
	 		 	 Name:
	 	 Darren Richardson

	 Title:
	 	 Senior Vice President
	 		 	 Title:
	 	 President & CEO

			
	 Address:
	 		 	 Address:

			
	 141 Adelaide Street West, Suite 1500
 Toronto, Ontario, M5H 3L9
 Fax: (416) 364-6068
	 		 	 7480 Mission Valley Road, Suite 101
 San
Diego, California 92108
 Fax No: (619) 683-9829


  

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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 Existing Loan Agreement; and 

  

	 	(b)	acknowledges and confirms that such Obligor has received a copy of the Existing Loan Agreement and this Third Amending Agreement and understands the terms thereof.


 Dated this 9th day of August, 2006. 
  

									
	FX UNLIMITED, INC.	 		 	MAD CATZ (ASIA) LIMITED
					
	 By:
	 	 /s/ Darren Richardson
	 		 	 By:
	 	 /s/ Darren Richardson

	 Name:
	 	 Darren Richardson
	 		 	 Name:
	 	 Darren Richardson

	 Title:
	 	 Director
	 		 	 Title:
	 	 Director

			
	MAD CATZ INTERACTIVE, INC.	 		 	MAD CATZ INTERACTIVE ASIA LIMITED
					
	 By:
	 	 /s/ Darren Richardson
	 		 	 By:
	 	 /s/ Darren Richardson

	 Name:
	 	 Darren Richardson
	 		 	 Name:
	 	 Darren Richardson

	 Title:
	 	 Director
	 		 	 Title:
	 	 Director

			
	1328158 ONTARIO INC.	 		 	MAD CATZ LIMITED
					
	 By:
	 	 /s/ Darren Richardson
	 		 	 By:
	 	 /s/ Darren Richardson

	 Name:
	 	 Darren Richardson
	 		 	 Name:
	 	 Darren Richardson

	 Title:
	 	 Director
	 		 	 Title:
	 	 Director

			
	MAD CATZ EUROPE LIMITED	 		 	
					
	 By:
	 	 /s/ Darren Richardson
	 		 		 	
	 Name:
	 	 Darren Richardson
	 		 		 	
	 Title:
	 	 Director
	 		 		 	

  

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