EX-10.79






Exhibit 10.79




SEVENTH AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT 




This Seventh Amendment to Amended and Restated Credit Agreement (this “Amendment”) is
dated as of July 31, 2006 (the “Amendment Closing Date”) and entered into by and among Bank
of America, N.A., as lender (the “Lender”), with offices at 55 South Lake Avenue, Suite
900, Pasadena, California 91101, and Meade Instruments Corp., a Delaware corporation, Simmons
Outdoor Corp., a Delaware corporation, and Coronado Instruments, Inc., a California corporation
(such entities being referred to hereinafter each individually as a “Borrower” and
collectively, the “Borrowers”).



WHEREAS, the Lender and the Borrowers have entered into that certain Amended and Restated
Credit Agreement dated as of October 25, 2002 (as amended, restated or modified from time to time,
the “Agreement”); and



WHEREAS, in order to avoid any default related to the filing of the Borrowers’ annual and
quarterly reports as set forth in the Agreement, the Borrowers have requested that the Lender amend
the Agreement in certain respects and the Lender has agreed to such amendments pursuant to the
terms and conditions provided herein.



NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the
Agreement and this Amendment, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby
agree as follows:



ARTICLE I




Definitions




Section 1.01. Definitions. Capitalized terms used in this Amendment, to the extent
not otherwise defined herein, shall have the same meanings as in the Agreement, as amended hereby.



ARTICLE II




Amendments




Section 2.01. Amendment of Section 5.2(a). Solely with respect to the Fiscal Year of
the Borrower ending February 28, 2006, the ninety (90) day period set forth in Section
5.2(a) of the Agreement that was previously amended, is now amended to read two hundred (200)
days. Section 5.2(a) shall remain unchanged with respect to all other Fiscal Years of the
Borrower ending thereafter.



Section 2.02. Amendment of Section 5.2(b). Solely with respect to the fiscal quarter
of the Borrower ending May 31, 2006, the text “forty-five (45) days after the end of each fiscal
quarter” set forth in Section 5.2(b) of the Agreement that was previously amended, is now
amended to read “the earlier to occur of September 20, 2006 or five (5) days after the delivery of
the 10K for the Fiscal Year ending February 28, 2006”. Section 5.2(b) shall remain
unchanged with respect to all other fiscal quarters of the Borrower ending thereafter.



ARTICLE III




Section 3.01. Conditions Precedent. The effectiveness of this Amendment is subject to
the satisfaction of the following conditions precedent:




(i) The representations and warranties contained herein and in the Agreement, as
amended hereby, shall be true and correct in all material respects as of the date hereof as
if made on the date hereof, except for such representations and warranties limited by their
terms to a specific date;




(ii) The Borrowers shall have delivered to the Lender an executed original copy of this
Amendment;




(iii) The Borrowers shall have delivered to the Lender executed original copies of each
of the Consents and Reaffirmations attached to this Amendment;




(iv) No Default or Event of Default shall have occurred and be continuing; and




(v) All proceedings taken in connection with the transactions contemplated by this
Amendment and all documentation and other legal matters incident thereto shall be
satisfactory to the Lender in its sole and absolute discretion.



ARTICLE IV




Section 4.01. Acknowledgment. Each Borrower hereby represents and warrants that the
execution and delivery of this Amendment and compliance by such Borrower with all of the provisions
of this Amendment, (i) are within its powers and purposes, (ii) have been duly authorized or
approved by such Borrower, and (iii) when executed and delivered by or on behalf of such Borrower,
will constitute valid and binding obligations of the Borrower, enforceable in accordance with their
terms. Each Borrower reaffirms its obligation to pay all amounts due the Lender under the Loan
Documents in accordance with the terms thereof, as modified hereby.



Section 4.02. Loan Documents Unmodified. Except as otherwise specifically modified by
this Amendment, all terms and provisions of the Agreement and all other Loan Documents, as modified
hereby, shall remain in full force and effect. Nothing contained in this Amendment shall in any
way impair the validity or enforceability of the Loan Documents, as modified hereby or alter,
waive, annul, vary, affect, or impair any provisions, conditions, or covenants contained therein or
any rights, powers, or remedies granted therein. Any lien and/or security interest granted to the
Lender in the Collateral set forth in the Agreement or any other Loan Document is and shall remain
unchanged and in full force and effect and the Agreement and the other Loan Documents shall
continue to secure the payment and performance of all of the Obligations thereunder, as modified
hereby, and the Borrowers’ obligations hereunder.



Section 4.03. Parties, Successors and Assigns. This Amendment shall be binding upon
and shall inure to the benefit of each of the Borrowers, the Lender, and their respective
successors and assigns.



Section 4.04. Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original, but all of which
when taken together shall constitute one and the same instrument. A facsimile signature shall be
deemed effective as an original.



Section 4.05. Headings. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of this Amendment.



Section 4.06. Expenses of the Lender. The Borrowers agree to pay on demand (i) all
reasonable costs and expenses incurred by the Lender in connection with the preparation,
negotiation and execution of this Amendment and the other Loan Documents executed pursuant hereto
and any and all subsequent amendments, modifications, and supplements hereto or thereto, including,
without limitation, the costs and fees of the Lender’s legal counsel and the allocated cost of
staff counsel and (ii) all costs and expenses reasonably incurred by the Lender in connection with
the enforcement or preservation of any rights under the Agreement, this Amendment and/or other Loan
Documents, including, without limitation, the reasonable costs and fees of the Lender’s legal
counsel, the allocated cost of staff counsel, and the costs and fees associated with any
environmental due diligence conducted in relation hereto.



Section 4.07. Total Agreement. This Amendment, the Agreement, and all other Loan
Documents shall constitute the entire agreement between the parties relating to the subject matter
hereof, and shall rescind all prior agreements and understandings between the parties hereto
relating to the subject matter hereof, and shall not be changed or terminated orally.



Section 4.08. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY LAW, EACH OF THE
BORROWERS AND THE LENDER IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AMENDMENT, THE AGREEMENT, THE
OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING
OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY
LENDER-RELATED PERSON OR PARTICIPANT, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR
OTHERWISE. Without limiting the applicability of any other provision of the Credit Agreement, the
terms of Section 12.3 of the Agreement shall apply to this Amendment.



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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the day
and year first above written.



“BORROWERS”:



MEADE INSTRUMENTS CORP.



By: /s/ Brent W. Christensen



	 
	 	 	Name: Brent W. Christensen
	 	 	Title: Senior Vice President and CFO





SIMMONS OUTDOOR CORP.



By: /s/ Brent W. Christensen



	 
	 	 	Name: Brent W. Christensen
	 	 	Title: Senior Vice President and CFO





CORONADO INSTRUMENTS, INC.



By: /s/ Brent W. Christensen



	 
	 	 	Name: Brent W. Christensen
	 	 	Title: Senior Vice President and CFO





“LENDER”:



BANK OF AMERICA, N.A.



By: /s/ Todd R. Eggertsen



	 
	 	 	Name: Todd R. Eggertsen	 
	 	 	Title:	 	 	Vice President





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CONSENTS AND REAFFIRMATIONS




Each of MEADE INSTRUMENTS EUROPE CORP., a California corporation, and MEADE INSTRUMENTS
HOLDINGS CORP., a California corporation, hereby acknowledges the execution of, and consent to, the
terms and conditions of that Seventh Amendment to Amended and Restated Credit Agreement and Limited
Waiver of Defaults dated as of July 31, 2006, among MEADE INSTRUMENTS CORP., SIMMONS OUTDOOR CORP.,
CORONADO INSTRUMENTS, INC. and BANK OF AMERICA, N.A. (“Creditor”), and reaffirms its
obligations under (a) that certain Continuing Guaranty (the “Guaranty”) dated as of
September 24, 2001, made by the undersigned in favor of the Creditor, and (b) that certain Security
Agreement (the “Security Agreement”) dated as of September, 2001, by and between the
undersigned and the Creditor. Each of the undersigned acknowledges and agrees that each of the
Guaranty and the Security Agreement remain in full force and effect and are hereby ratified and
confirmed.



Dated as of July 31, 2006.




MEADE INSTRUMENTS EUROPE CORP., a California
corporation



By: /s/ Brent W. Christensen



	 
	 	 	Name: Brent W. Christensen
	 	 	Title: Senior Vice President and CFO






MEADE INSTRUMENTS HOLDINGS CORP., a California
corporation



By: /s/ Brent W. Christensen



	 
	 	 	Name: Brent W. Christensen
	 	 	Title: Senior Vice President and CFO





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CONSENTS AND REAFFIRMATIONS




Each of MTSC HOLDINGS, INC., a California corporation (“MTSC”), MC HOLDINGS,
INC., a California corporation (“MC HOLDINGS”), and MEADE CORONADO HOLDINGS CORP., a
California corporation (“MCHC”), hereby acknowledges the execution of, and consents to, the
terms and conditions of that Seventh Amendment to Amended and Restated Credit Agreement and Limited
Waiver of Defaults dated as of July 31, 2006, among MEADE INSTRUMENTS CORP., SIMMONS OUTDOOR CORP.,
CORONADO INSTRUMENTS, INC. and BANK OF AMERICA, N.A. (“Creditor”), and reaffirms its
obligations under that certain Continuing Guaranty (the “Guaranty”) dated as of September
24, 2001 executed in favor of the Creditor and joined by each of the undersigned pursuant to an
Instrument of Joinder, dated as of (i) October 25, 2002 with respect to MTSC and MC HOLDINGS, and
(ii) December 1, 2004 with respect to MCHC (respectively, the “Instrument”). Each of the
undersigned acknowledges and agrees that each of the Guaranty and Instrument remain in full force
and effect and are hereby ratified and confirmed.



Dated as of July 31, 2006.




MTSC HOLDINGS, INC., a California corporation,



By: /s/ Brent W. Christensen



	 
	 	 	Name: Brent W. Christensen
	 	 	Title: Senior Vice President and CFO






MC HOLDINGS, INC., a California corporation



By: /s/ Brent W. Christensen



	 
	 	 	Name: Brent W. Christensen
	 	 	Title: Senior Vice President and CFO






MEADE CORONADO HOLDINGS CORP., a California
corporation



By: /s/ Brent W. Christensen



	 
	 	 	

             Name: Brent W. Christensen                           }

             Title:                   Senior Vice President and CFO

Name: Brent W. Christensen
	 	 	Title: Senior Vice President and CFO






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