Exhibit 10.111


 


SIXTEENTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

AND LIMITED WAIVER


 


This SIXTEENTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER (this “Amendment”) is dated as of July 15, 2008 (the “Amendment 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 CORPORATION, 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”);


 


WHEREAS,
the Borrowers have failed to deliver to the Lender an unqualified report by
independent certified public accountants for the Fiscal Year ended February 29,
2008 in accordance with Section 5.2(a) of the Agreement (the “Existing Default”); and


 


WHEREAS,
the Borrowers have requested that the Lender (a) waive the Existing
Default and (b) amend the Agreement in certain other respects, and the
Lender has agreed to the foregoing waiver and amendments pursuant to the terms
and conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the mutual conditions and agreements set forth
in the Agreement and this Amendment, and other 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.  Initially capitalized terms used but not defined
in this Amendment have the respective meanings set forth in the Agreement, as
amended hereby.


 


ARTICLE II


 


AMENDMENTS


 


Section 2.01.          Amendment to the Definition of “Availability
Reserve”.  The definition of “Availability
Reserve” as set forth in Annex A to the Agreement is hereby amended and
restated in its entirety to read as follows:


 


“‘Availability Reserve’ means a
reserve in the amount at all times equal to $500,000.”


 


Section 2.02.          Amendment to the Definition of “Borrowing
Base”.  The definition of “Borrowing
Base” as set forth in Annex A to the Agreement is hereby amended and restated
in its entirety to read as follows:


 


 





















 


“‘Borrowing Base’ means, at any time,
an amount equal to the sum of (a) the Accounts Advance Amount, plus
(b) the Inventory Advance Amount, minus (c) Reserves from time
to time established by the Lender in its reasonable credit judgment, where:


 


‘Accounts Advance Amount’ means, at any time, an amount equal to eighty
percent (80%) of the Net Amount of Eligible Accounts; provided,
however, that the aggregate Revolving
Loans advanced against Approved Foreign Accounts shall not exceed $2,000,000;
and


 


‘Inventory Advance Amount’ means, at any time, an amount equal to the
lesser of (i) $7,000,000 reducing to $3,000,000 on December 31, 2008,
or (ii) the lesser of (x) sixty percent (60%) of the Net Value of
Eligible Inventory owned by the Borrowers reducing to fifty percent (50%) of
the Net Value of Eligible Inventory owned by the Borrowers on December 31,2008,
or (y) eighty-five percent (85%) of the Net Orderly Liquidation Value of
Eligible Inventory owned by the Borrowers reducing to seventy-five percent
(75%) of the Net Orderly Liquidation Value of Eligible Inventory owned by the
Borrowers on December 31, 2008.”


 


Section 2.03.          Amendment to the Definition of “Maximum
Revolver Amount”.  The definition of “Maximum
Revolver Amount” as set forth in Annex A to the Agreement is hereby amended and
restated in its entirety to read as follows:


 


“‘Maximum Revolver Amount’ means $15,000,000,
reducing to $12,000,000 on November 30, 2008, and reducing further to
$10,000,000 on December 31, 2008.”


 


Section 2.04.          Amendment to the Definition of “Reserves”.  The definition of “Reserves” as set forth in
Annex A to the Agreement is hereby amended and restated in its entirety to read
as follows:


 


“‘Reserves’ means reserves that limit
the availability of credit hereunder, consisting of reserves against
Availability, Eligible Accounts or Eligible Inventory, established by Lender
from time to time in Lender’s reasonable credit judgment.  Without limiting the generality of the
foregoing, the following reserves shall be deemed to be a reasonable exercise
of Lender’s credit judgment: (a) Bank Product Reserves; (b) a reserve
for accrued, unpaid interest on the Obligations; (c) reserves for rent at
leased locations subject to statutory or contractual landlord liens; (d) the
Slow Moving Reserve; (e) the Dilution Adjustment Reserve; (f) warehousemen’s
or bailees’ charges; (g) the Working Capital Reserve; (h) the
Availability Reserve; (i) the Brand Sales Reserve; and (j) the
Simmons Transaction Reserve.”


 


Section 2.05.          Amendment to Section 1.1.  Section 1.1 of the Agreement is
hereby amended and restated to read in its entirety as follows:


 


“1.1         Total
Facility.  Subject to all of the
terms and conditions of this Agreement, the Lender agrees to make available a
total credit facility of up to $15,000,000, reducing to $12,000,000 on November 30,
2008, and reducing further to $10,000,000 on December 31, 2008 (the ‘Total
Facility’) to the Borrowers from time to time during the term of this
Agreement.  The Total Facility shall be
composed of a revolving line of credit consisting of Revolving Loans and
Letters of Credit described herein.”


 


2





















 


Section 2.06.          Amendment to Section 7.22.  Section 7.22 of the Agreement is
hereby amended and restated to read in its entirety as follows:


 


“7.22       Minimum EBITDA.  Tested on a cumulative monthly basis
beginning March 2008 through February 2009 and thereafter tested
quarterly on a trailing four quarter basis beginning May 2009, Meade and
its consolidated Subsidiaries will maintain EBITDA for each period set forth
below of not less than the corresponding amount set forth below:


 


	
  Period

  	
   

  	
  Minimum EBITDA

  
	
  March 2008

  	
   

  	
  ($930,000)

  
	
  April 2008

  	
   

  	
  ($2,030,000)

  
	
  May 2008

  	
   

  	
  ($2,100,000)

  
	
  June 2008

  	
   

  	
  ($3,400,000)

  
	
  July 2008

  	
   

  	
  ($4,200,000)

  
	
  August 2008

  	
   

  	
  ($5,300,000)

  
	
  September 2008

  	
   

  	
  ($6,100,000)

  
	
  October 2008

  	
   

  	
  ($6,100,000)

  
	
  November 2008

  	
   

  	
  ($3,900,000)

  
	
  December 2008

  	
   

  	
  ($3,900,000)

  
	
  January 2009

  	
   

  	
  ($4,600,000)

  
	
  February 2009

  	
   

  	
  ($5,300,000)

  
	
  May 2009 and
  thereafter

  	
   

  	
  $1,500,000”

  



 


Section 2.07.          Amendment to Section 7.25.  Section 7.25 of the Agreement is
hereby amended and restated to read in its entirety as follows:


 


“7.25       Capital
Expenditures.  Neither any Borrower
nor any of its Subsidiaries shall make or incur any Capital Expenditure if,
after giving effect thereto, the aggregate amount of all Capital Expenditures
by the Borrowers and their Subsidiaries on a consolidated basis would exceed
$500,000 in the aggregate during any Fiscal Year.”


 


3





















 


ARTICLE III


 


LIMITED WAIVER


 


Section 3.01.          Waiver of Existing Default.  The Lender hereby waives the Existing Default
for the Fiscal Year ended February 29, 2008.  The foregoing waiver is limited to the
Existing Default and to the specific time period set forth above and shall not
constitute a waiver of any other Defaults or Events of Default that are now
existing or that may hereafter occur, or any rights or remedies that the Lender
may have under the Agreement, the other Loan Documents or applicable law with
respect thereto, all of which rights and remedies are specifically reserved.


 


ARTICLE IV


 


CONDITIONS PRECEDENT


 


Section 4.01.          Conditions Precedent.  This Amendment shall not be binding upon the
Lender until each of the following conditions precedent have been satisfied in
form and substance satisfactory to the Lender:


 


(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)          The Borrowers shall have paid to the
Lender all fees, costs, and expenses owed to and/or incurred by the Lender in
connection with this Amendment;


 


(v)           After giving effect to Section 3.01,
no Default or Event of Default shall have occurred and be continuing; and


 


(vi)          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 V


 


MISCELLANEOUS


 


Section 5.01.          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:  (a) are within its powers and purposes; (b) have
been duly authorized or approved by such Borrower; and (c) when executed
and delivered by or on behalf of such Borrower, will constitute valid and
binding obligations of such 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.


 


4





















 


Section 5.02.          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 5.03.          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 5.04.          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 5.05.          Headings.  The headings, captions and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.


 


Section 5.06.          Expenses of the Lender.  The Borrowers agree to pay on demand (a) 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 (b) 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 5.07.          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 5.08.          WAIVER OF JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE
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
AGREEMENT, THE TERMS OF SECTION 12.3 OF THE AGREEMENT SHALL APPLY
TO THIS AMENDMENT.


 


5





















 


Section 5.09.          RELEASE.  THE BORROWERS EACH HEREBY REPRESENT AND
WARRANT THAT AS OF THE DATE OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS
AGAINST OR DEFENSES OR COUNTERCLAIMS TO THE BORROWERS’ OBLIGATIONS UNDER THE
AGREEMENT OR ANY OTHER LOAN DOCUMENT, INCLUDING THIS AMENDMENT.  THE BORROWERS WAIVE AND RELEASE ANY AND ALL
SUCH CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN,
ARISING PRIOR TO THE DATE OF THIS AMENDMENT.


 


THE BORROWERS INTEND THE ABOVE RELEASE TO
COVER, ENCOMPASS, RELEASE, AND EXTINGUISH, INTER ALIA, ALL
CLAIMS, DEMANDS, AND CAUSES OF ACTION THAT MIGHT OTHERWISE BE RESERVED BY THE
CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:


 


“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.”


 


THE BORROWERS ACKNOWLEDGE THAT THEY MAY HEREAFTER
DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW KNOWN OR BELIEVED TO
BE TRUE WITH RESPECT TO SUCH CLAIMS, DEMANDS, OR CAUSES OF ACTION, AND AGREE
THAT THIS AMENDMENT AND THE ABOVE RELEASE ARE AND WILL REMAIN EFFECTIVE IN ALL
RESPECTS NOTWITHSTANDING ANY SUCH DIFFERENCES OR ADDITIONAL FACTS.


 


[Signature Pages Follow]


 


6

















 


                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/ Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President — Finance & CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  SIMMONS OUTDOOR CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President — Finance & CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  CORONADO INSTRUMENTS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President — Finance & CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  “LENDER”:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Robert M. Dalton

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Robert
  M. Dalton

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


Signature Page

















 


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 consents to, the terms and conditions of that certain Sixteenth
Amendment to Amended and Restated Credit Agreement and Limited Waiver dated as
of July 15, 2008, among MEADE INSTRUMENTS CORP., SIMMONS OUTDOOR CORPORATION,
CORONADO INSTRUMENTS, INC. and BANK OF AMERICA, N.A. (the “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 15, 2008.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  MEADE
  INSTRUMENTS EUROPE CORP.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a
  California corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President — Finance & CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  MEADE
  INSTRUMENTS HOLDINGS CORP.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a
  California corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President — Finance & CFO

  



 





















 


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 certain Sixteenth Amendment to Amended and Restated Credit Agreement and
Limited Waiver dated as of July 15, 2008, among MEADE INSTRUMENTS CORP.,
SIMMONS OUTDOOR CORPORATION, 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 15, 2008.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  MTSC
  HOLDINGS, INC.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a
  California corporation,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President — Finance & CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  MC
  HOLDINGS, INC.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a
  California corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President — Finance & CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  MEADE
  CORONADO HOLDINGS CORP.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a
  California corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President — Finance & CFO