Exhibit 10.1
FORBEARANCE AGREEMENT AND AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FORBEARANCE AGREEMENT AND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Agreement") executed and entered into as of February 21, 2017, and made
effective as of the Effective Time (as herein defined) is by and among MAD CATZ,
INC., a Delaware corporation (the "Borrower"), each of the undersigned Persons
signing as a "Guarantor" hereunder (each, a "Guarantor" and collectively the
"Guarantors"), and STERLING NATIONAL BANK, a national banking association, as
administrative and collateral agent (in such capacity, and including its
successors and permitted assigns, the "Administrative Agent") on behalf of the
Lender Parties under and as defined in the Loan Agreement (as hereinafter
defined).
RECITALS
A.Borrower, the Guarantors, the Lenders party thereto, and Administrative Agent
entered into that certain Loan and Security Agreement dated as of June 30, 2015
(as heretofore amended, supplemented or otherwise modified, the "Original Loan
Agreement"; and as amended hereby or hereafter otherwise amended, supplemented
or modified from time to time, the "Loan Agreement"), for the purposes and
consideration therein expressed, pursuant to which the Lenders became obligated
to make Loans to Borrower as therein provided;
B.Certain Events of Default have occurred and continue to exist under the Loan
Agreement, all as listed on Schedule I attached hereto and made a part hereof
(collectively, the "Existing Events of Default");
C.By reason of the existence of the Existing Events of Default, Lenders have no
obligation to make additional Loans under the Loan Agreement, and Administrative
Agent has full legal right to exercise its rights and remedies under the Loan
Agreement and the other Loan Documents;
D.Borrower has requested that Lenders continue to make Loans during the
Forbearance Period (as hereinafter defined) and that Administrative Agent
forbear from exercising certain of its rights and remedies under the Loan
Agreement and the other Loan Documents or Applicable Law during the Forbearance
Period relating to the Existing Events of Default, subject to the terms and
conditions of this Agreement; and
E.Administrative Agent desires to grant forbearances in respect of the Original
Loan Agreement as set forth herein and to enter into this Agreement for the
purpose of, among other things, establishing the Forbearance Period.
FORBEARANCE AGREEMENT AND AMENDMENT TO LOAN AND SECURITY AGREEMENT - Page 1
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein and in the Original Loan Agreement, in consideration
of the Loans which may hereafter be made by Lenders to Borrower, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
Article I
Definitions
Terms Defined in the Loan Agreement
.
Unless the context otherwise requires or unless otherwise expressly defined
herein, the terms defined in the Loan Agreement shall have the same meanings
whenever used in this Agreement.
Article II
Forbearance for Existing Events of Default
Agreement to Forbear; Loans During Forbearance Period; Covenant Forbearance
.
(a)Forbearance.
During the period commencing at the