Exhibit 10.100


 


November 9, 2007


 


MEADE INSTRUMENTS CORP.


SIMMONS OUTDOOR CORP.


CORONADO INSTRUMENTS, INC.


6001 Oak Canyon


Irvine, CA 92618


 


Re:  Limited Waiver Agreement


 


Ladies and Gentlemen:


 


Reference is made to that
certain Amended and Restated Credit Agreement dated as of October 25, 2002 (as
amended, restated or modified from time to time, the “Credit
Agreement”) among BANK OF AMERICA, N.A., as lender (the “Lender”), 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”). Initially
capitalized terms used but not defined herein have the respective meanings set
forth in the Credit Agreement.


 


In connection with the
violation of the Minimum EBITDA covenant set forth in Section 7.23 of
the Credit Agreement as of August 31, 2007 (the “Covenant
Violation”), the Lender and Borrowers entered into that certain
Limited Waiver Agreement (the “Limited Waiver Agreement”)
dated as October 11, 2007.


 


Pursuant to the Limited
Waiver Agreement, the Lender waived the Covenant Violation for a period of 30
days from the date thereof and agreed not to exercise any default, rights or
remedies available as a result of the occurrence thereof for such 30 day period
(the “Covenant Violation Waiver”).


 


The Borrowers have requested
an extension of the Covenant Violation Waiver to November 15, 2007 and the
Lender hereby agrees to such extension and agrees not to exercise any default,
rights or remedies available as a result of the occurrence of the Covenant
Violation until November 15, 2007 so long as (a) no new Default or Event of
Default occurs and is continuing; (b) the Availability Reserve, as defined in
the Limited Waiver Agreement, is increased to and remains at $500,000; and (c)
the Borrowers deliver to the Lender executed original copies of each of the
Consents and Reaffirmations attached to this Amendment.


 


The waiver granted in this
letter agreement shall be limited strictly as written and shall not be deemed
to constitute a waiver of, or any consent to noncompliance with, any term or
provision of this letter agreement, the Limited Waiver Agreement, the Credit
Agreement or any other Loan Document except as expressly set forth herein.


 


In order to induce the
Lender to agree to the foregoing, the Borrowers agree that, except as set forth
above, the terms and provisions of the Limited Waiver Agreement are ratified
and confirmed and shall continue in full force and effect, and the Limited
Waiver Agreement (as amended hereby) shall continue to be legal, valid, binding
and enforceable in accordance with its terms.


 

















 


This letter agreement may
not be amended or modified except in a writing signed by the Borrowers and the
Lender. This letter may be executed in any number of counterparts, each of
which shall be an original and all of which, when taken together, shall
constitute one agreement and shall be considered to be an other Loan Document. This
letter agreement , together with the Credit Agreement, the Limited Waiver
Agreement, and the other Loan Documents, contains the entire understanding
between each Borrower and the Lender and supersedes all prior agreements and
understandings, if any, relating to the subject matter hereof. THIS LETTER
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA. TO THE
EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO A TRIAL
BY JURY, IF ANY, IN ANY ACTION TO ENFORCE, DEFEND, INTERPRET, OR OTHERWISE
CONCERNING THIS LETTER. WITHOUT LIMITING THE APPLICABILITY OF ANY OTHER
PROVISION OF THE CREDIT AGREEMENT, THE TERMS OF SECTION 12.3 OF THE
CREDIT AGREEMENT SHALL APPLY TO THIS LETTER AGREEMENT.


 


[Signature Page Follows]


 


2

















 


Please execute this letter
agreement in the space provided below to acknowledge your agreement to the
foregoing.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert M. Dalton

  	
   

  
	
   

  	
  Name:

  	
  Robert M. Dalton

  
	
   

  	
  Title:

  	
  Vice President

  
						



 


 


	
  Accepted and agreed to as of the date first set forth above:

  	
   

  
	
   

  	
   

  
	
  MEADE INSTRUMENTS CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Paul E. Ross

  	
   

  	
   

  
	
  Name: Paul E. Ross

  
	
  Title: Senior Vice President & CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIMMONS OUTDOOR CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Paul E. Ross

  	
   

  	
   

  
	
  Name: Paul E. Ross

  
	
  Title: Senior Vice President & CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CORONADO INSTRUMENTS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Paul E. Ross

  	
   

  	
   

  
	
  Name: Paul E. Ross

  
	
  Title: Senior Vice President & CFO

  	
   

  
							



 


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 letter
agreement dated as of November     , 2007, among MEADE
INSTRUMENTS CORP., SIMMONS OUTDOOR CORP., 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 November 9,
2007.


 


	
   

  	
  MEADE INSTRUMENTS EUROPE CORP.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Paul E. Ross

  	
   

  
	
   

  	
  Name: Paul E. Ross

  
	
   

  	
  Title: Senior Vice President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MEADE INSTRUMENTS HOLDINGS CORP.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Paul E. Ross

  	
   

  
	
   

  	
  Name: Paul E. Ross

  
	
   

  	
  Title: Senior Vice President & 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 letter agreement dated as of
November      , 2007, 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 November 9, 2007.


 


 


	
   

  	
  MTSC HOLDINGS, INC.,

  
	
   

  	
  a California corporation,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Paul E. Ross

  	
   

  
	
   

  	
  Name: Paul E. Ross

  
	
   

  	
  Title: Senior Vice
  President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MC HOLDINGS, INC.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Paul E. Ross

  	
   

  
	
   

  	
  Name: Paul E. Ross

  
	
   

  	
  Title: Senior Vice
  President & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MEADE CORONADO HOLDINGS CORP.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Paul E. Ross

  	
   

  
	
   

  	
  Name: Paul E. Ross

  
	
   

  	
  Title: Senior Vice
  President & CFO