Item 1.01. Entry Into a Material Definitive Agreement
On March 18, 2009, Mad Catz, Inc. ("MCI"), a wholly-owned subsidiary of Mad Catz Interactive, Inc. (the "Company"), entered into a Letter Agreement with Wachovia Capital Finance Corporation (Central) (the "Letter Agreement"). The Letter Agreement formally waives a violation by the Company of a covenant contained in that certain Second Amended and Restated Loan Agreement dated as of October 30, 2006 (the "Credit Facility") that required the Company to maintain an agreed level of EBITDA (net income (loss) before interest, taxes, depreciation and amortization) and replaces the covenant with a minimum fixed charge coverage ratio covenant. The Letter Agreement also resets the interest rate applicable to the Credit Facility to the U.S. prime rate plus 0.75%, replacing the prior rate of prime plus 0.25%. The Letter Agreement does not change the amount available under the Credit Facility or the formula by which availability is determined.
On March 19, 2009, the Company issued a press release announcing the Letter Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
99.1 Press Release, dated March 19, 2009, issued by Mad Catz Interactive, Inc.

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