**Exhibit 10.93**

** **

**LIMITED WAIVER AGREEMENT**

** **

**This LIMITED WAIVER AGREEMENT (this“**Waiver Agreement”) is dated as of October 11,2007 (the “Agreement Closing Date”) andentered 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, SIMMONSOUTDOOR CORP., a Delaware corporation, and CORONADO INSTRUMENTS, INC., aCalifornia corporation (such entities being referred to hereinafter eachindividually as a “Borrower” andcollectively, the “Borrowers”).

** **

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

 

WHEREAS,the Borrowers have informed the Lender that they are in violation of theMinimum EBITDA covenant set forth in Section 7.23 of the Credit Agreementas of August 31, 2007 (the “**Covenant Violation**”),which Covenant Violation constitutes an Event of Default under the Credit Agreement;and

 

WHEREAS,the Borrowers have requested that the Lender waive the Covenant Violation and amendthe Credit Agreement in certain other respects and the Lender has agreed to suchwaiver and amendments pursuant to the terms and conditions set forth herein.

 

NOW,THEREFORE, in consideration of the mutual conditions and agreements set forthin the Credit Agreement and this Waiver Agreement, and other valuableconsideration, 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 WaiverAgreement have the respective meanings set forth in the Credit Agreement, asamended hereby.

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**ARTICLE II**

 

**Amendments**

 

## Section 2.01.          New Definition. A new definition of “Availability Reserve”is hereby added to Annex A to the Credit Agreement to read in its entirety asfollows:

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## “‘Availability Reserve’ means a reserve in the amount of $250,000at all times.”

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## Section 2.02.          Amendment to the Definition of “ApplicableMargin”. Clauses (a)and (b) of the definition of “Applicable Margin” set forth in Annex A tothe Credit Agreement are hereby amended and restated in their entirety to readas follows:

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## “(a)         with respect to Base Rate Revolving Loans andall other Obligations (other than LIBOR Loans), 2.00%; and

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## (b)           with respect to LIBOR Loans, 4.25%;”

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## Section 2.03.          Amendment to the Definition of “Reserves”. A new clause (h) is hereby added tothe definition of “Reserves” set forth in Annex A to the Credit Agreement toread in its entirety as follows:

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## “(h) the AvailabilityReserve.”

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**ARTICLE III**

 

**Limited Waiver**

 

## Section 3.01.          Waiver. The Lender hereby waives the Covenant Violation for a period of 30 daysfrom the date hereof and agrees not to exercise any default, rights or remediesavailable as a result of the occurrence thereof for such 30 day period so longas (a) no new Default or Event of Default occurs and is continuing and (b) theBorrowers deliver to Lender financial projections on or before October 25, 2007in form and substance satisfactory to Lender.

##  

## Section 3.02.          Limitation of Waiver. The waiver granted in Section 3.01of this Waiver Agreement shall be limited strictly as written and shall not bedeemed to constitute a waiver of, or any consent to noncompliance with, anyterm or provision of this Waiver Agreement, the Credit Agreement or any otherLoan Document except as expressly set forth herein. Further, the waiver grantedin Section 3.01 of this Waiver Agreement shall not constitute a waiverof any Default or Event of Default arising as a result of any future violationof Section 7.23 or any other term or provision of the Credit Agreement,or any rights or remedies as a result of an Event of Default, or the violationof any other term or provision of this Waiver Agreement.

##  

**ARTICLE IV**

 

**Amendment Fee**

 

## Section 4.01.          Amendment Fee. The Borrowers shall pay to the Lender, inaddition to all other fees and charges set forth herein and the other LoanDocuments, a non-refundable amendment fee equal to $25,000 (the “**Amendment Fee**”), which Amendment Fee will be charged to theLoan Account. The Amendment Fee shall be in addition to any other fees, costs,or expenses payable pursuant to the Credit Agreement and other Loan Documents(including legal fees and expenses), is fully-earned as of the date hereof, andshall be non-refundable for any reason whatsoever.

##  

**ARTICLE V**

 

**Conditions Precedent**

 

## Section 5.01.          Conditions Precedent. This Waiver Agreement shall not be bindingupon the Lender until each of the following conditions precedent have beensatisfied in form and substance satisfactory to the Lender:

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### (i)            The Borrowers shall have delivered to theLender a fully executed original copy of this Waiver Agreement;

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### (ii)           The Borrowers shall have paid to the Lender the Amendment Fee and all otherfees, costs, and expenses owed to and/or incurred by the Lender in connectionwith this Waiver Agreement;

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### (iii)          No Default or Event of Default, except for the Covenant Violation,shall have occurred and be continuing; and

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### (iv)          All proceedings taken in connection with the transactions contemplated bythis Waiver Agreement and all documentation and other legal matters incidentthereto shall be satisfactory to the Lender in its sole and absolutediscretion.

 

**ARTICLE VI**

 

**Miscellaneous**

 

## Section 6.01.          Acknowledgment. Each Borrower hereby represents and warrantsthat the execution and delivery of this Waiver Agreement and compliance by suchBorrower with all of the provisions of this Waiver Agreement:  (a) are within its powers and purposes; (b)have been duly authorized or approved by such Borrower; and (c) when executedand delivered by or on behalf of such Borrower, will constitute valid andbinding obligations of the Borrower, enforceable in accordance with their terms.Each Borrower reaffirms its obligation to pay all amounts due the Lender underthe Loan Documents in accordance with the terms thereof, as modified hereby.

##  

## Section 6.02.          Representations and Warranties. The representations and warrantiescontained herein and in the Credit Agreement, as amended hereby, shall be trueand correct in all material respects as of the date hereof as if made on thedate hereof, except for such representations and warranties limited by theirterms to a specific date.

##  

## Section 6.03.          Loan Documents Unmodified. Except as otherwise specifically modifiedby this Waiver Agreement, all terms and provisions of the Credit Agreement andall other Loan Documents, as modified hereby, shall remain in full force andeffect. Nothing contained in this Waiver Agreement shall in any way impair thevalidity or enforceability of the Loan Documents, as modified hereby or alter,waive, annul, vary, affect, or impair any provisions, conditions, or covenantscontained therein or any rights, powers, or remedies granted therein. Any lienand/or security interest granted to the Lender in the Collateral set forth inthe Credit Agreement or any other Loan Document is and shall remain unchangedand in full force and effect and the Credit Agreement and the other LoanDocuments shall continue to secure the payment and performance of all of theObligations thereunder, as modified hereby, and the Borrowers’ obligationshereunder.

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## Section 6.04.          Parties, Successors and Assigns. This Waiver Agreement shall be binding uponand shall inure to the benefit of each of the Borrowers, the Lender, and theirrespective successors and assigns.

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## Section 6.05.          Counterparts. This Waiver Agreement may be executed inone or more counterparts, each of which when so executed shall be deemed to bean original, but all of which, when taken together shall constitute one and thesame instrument. A facsimile signature shall be deemed effective as anoriginal.

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## Section 6.06.          Headings. The headings, captions and arrangements used in this Waiver Agreementare for convenience only and shall not affect the interpretation of this WaiverAgreement.

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## 3

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## Section 6.07.          Expenses of the Lender. The Borrowers agree to pay on demand (a) allreasonable costs and expenses incurred by the Lender in connection with thepreparation, negotiation and execution of this Waiver Agreement and the otherLoan Documents executed pursuant hereto and any and all subsequent amendments,modifications, and supplements hereto or thereto, including, withoutlimitation, the costs and fees of the Lender’s legal counsel and the allocatedcost of staff counsel, and (b) all costs and expenses reasonably incurred bythe Lender in connection with the enforcement or preservation of any rightsunder the Credit Agreement, this Waiver Agreement and/or other Loan Documents,including, without limitation, the reasonable costs and fees of the Lender’slegal counsel, the allocated cost of staff counsel, and the costs and feesassociated with any environmental due diligence conducted in relation hereto.

##  

## Section 6.08.          Total Agreement. This Waiver Agreement, the Credit Agreement,and all other Loan Documents shall constitute the entire agreement between theparties relating to the subject matter hereof, and shall rescind all prioragreements and understandings between the parties hereto relating to thesubject matter hereof, and shall not be changed or terminated orally.

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## Section 6.09.          WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLELAW, EACH OF THE BORROWERS AND THE LENDER IRREVOCABLY WAIVE THEIR RESPECTIVERIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISINGOUT OF OR RELATED TO THIS WAIVER AGREEMENT, THE CREDIT AGREEMENT, THE OTHERLOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANYACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THEPARTIES AGAINST ANY OTHER PARTY OR ANY LENDER-RELATED PERSON OR PARTICIPANT,WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. WITHOUTLIMITING THE APPLICABILITY OF ANY OTHER PROVISION OF THE CREDIT AGREEMENT, THETERMS OF SECTION 12.3 OF THE CREDIT AGREEMENT SHALL APPLY TO THIS WAIVERAGREEMENT.

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## Section 6.10.          RELEASE. THE BORROWERS EACH HEREBY REPRESENT AND WARRANT THAT AS OF THE DATEOF THIS WAIVER AGREEMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES ORCOUNTERCLAIMS TO THE BORROWERS’ OBLIGATIONS UNDER THE CREDIT AGREEMENT OR ANYOTHER LOAN DOCUMENT, INCLUDING THIS WAIVER AGREEMENT. THE BORROWERS WAIVE ANDRELEASE ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHERKNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE OF THIS WAIVER AGREEMENT.

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## THE BORROWERS INTEND THEABOVE RELEASE TO COVER, ENCOMPASS, RELEASE, AND EXTINGUISH, *INTER ALIA*, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION THATMIGHT OTHERWISE BE RESERVED BY THE CALIFORNIA CIVIL CODE SECTION 1542, WHICHPROVIDES AS FOLLOWS:

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

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## THE BORROWERS ACKNOWLEDGETHAT THEY MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSENOW KNOWN OR BELIEVED TO BE TRUE WITH RESPECT TO SUCH CLAIMS, DEMANDS, ORCAUSES OF ACTION, AND AGREE THAT THIS WAIVER AGREEMENT AND THE ABOVE RELEASEARE AND WILL REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING ANY SUCHDIFFERENCES OR ADDITIONAL FACTS.

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[SignaturePages Follow]

 

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INWITNESS WHEREOF, the parties have executed and delivered this Waiver Agreementas of the day and year first above written.

 

 
|   | “**BORROWERS**”:  |
|--------|-----------------------------|
|   |                        |
|   | MEADE  INSTRUMENTS CORP.    |
|   |                        |
|   |                        |
|   | By:                         | /s/ Paul E. Ross |
|   | Name:                       | Paul  E. Ross |
|   | Title:                      | Chief  Financial Officer |
|   |                        |
|   |                        |
|   | SIMMONS  OUTDOOR CORP.      |
|   |                        |
|   | By:                         | /s/ Paul E. Ross |
|   | Name:                       | Paul  E. Ross |
|   | Title:                      | Chief  Financial Officer |
|   |                        |
|   |                        |
|   | CORONADO  INSTRUMENTS, INC. |
|   |                        |
|   | By:                         | /s/ Paul E. Ross |
|   | Name:                       | Paul  E. Ross |
|   | Title:                      | Chief  Financial Officer |
|   |                        |
|   |                        |
|   | “**LENDER**”:     |
|   |                        |
|   | BANK  OF AMERICA, N.A.      |
|   |                        |
|   | By:                         |   | /s/  Robert M. Dalton |
|   | Name:                       | Robert  M. Dalton |
|   | Title:                      | Vice  President |
|        |                             |  |  |

 

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**CONSENTS AND REAFFIRMATIONS**

** **

Eachof MEADE INSTRUMENTS EUROPE CORP., a California corporation, and MEADEINSTRUMENTS HOLDINGS CORP., a California corporation, hereby acknowledges theexecution of, and consents to, the terms and conditions of that Limited WaiverAgreement dated as of October       , 2007, amongMEADE INSTRUMENTS CORP., SIMMONS OUTDOOR CORP., CORONADO INSTRUMENTS, INC. andBANK OF AMERICA, N.A. (the “**Creditor**”), andreaffirms its obligations under (a) that certain Continuing Guaranty (the “**Guaranty**”) dated as of September 24, 2001, made by theundersigned in favor of the Creditor, and (b) that certain SecurityAgreement (the “**Security Agreement**”) dated as ofSeptember, 2001, by and between the undersigned and the Creditor. Each of theundersigned acknowledges and agrees that each of the Guaranty and the SecurityAgreement remain in full force and effect and are hereby ratified andconfirmed.

 

 
| Dated  as of October 11, 2007. |                              |
|--------------------------------|-----------------------------------|
|                           |                              |
|                           |                              |
|                           | MEADE INSTRUMENTS EUROPE CORP.,   |
|                           | a  California corporation         |
|                           |                              |
|                           |                              |
|                           | By:                               |   |   | /s/  Paul E. Ross |
|                           |                              | Name: | Paul  E. Ross |
|                           |                              | Title: | Chief  Financial Officer |
|                           |                              |
|                           |                              |
|                           | MEADE INSTRUMENTS HOLDINGS CORP., |
|                           | a  California corporation         |
|                           |                              |
|                           |                              |
|                           | By:                               |   |   | /s/  Paul E. Ross |
|                           |                              | Name: | Paul  E. Ross |
|                           |                              | Title: | Chief  Financial Officer |

 

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**CONSENTS AND REAFFIRMATIONS**

** **

Eachof 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 consentsto, the terms and conditions of that Limited Waiver Agreement dated as of October11, 2007, among MEADE INSTRUMENTS CORP., SIMMONS OUTDOOR CORP., CORONADOINSTRUMENTS, 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 favorof the Creditor and joined by each of the undersigned pursuant to an Instrumentof Joinder, dated as of (i) October 25, 2002 with respect to MTSC and MCHOLDINGS, and (ii) December 1, 2004 with respect to MCHC (respectively, the “**Instrument**”). Each of the undersigned acknowledges andagrees that each of the Guaranty and Instrument remain in full force and effectand are hereby ratified and confirmed.

 

 
| Dated  as of October 11, 2007. |                           |
|--------------------------------|--------------------------------|
|                           |                           |
|                           |                           |
|                           | MTSC HOLDINGS, INC.,           |
|                           | a  California corporation,     |
|                           |                           |
|                           |                           |
|                           | By:                            |   |   | /s/  Paul E. Ross |
|                           |                           | Name: | Paul  E. Ross |
|                           |                           | Title: | Chief  Financial Officer |
|                           |                           |
|                           |                           |
|                           | MC HOLDINGS, INC.,             |
|                           | a  California corporation      |
|                           |                           |
|                           |                           |
|                           | By:                            |   |   | /s/  Paul E. Ross |
|                           |                           | Name: | Paul  E. Ross |
|                           |                           | Title: | Chief  Financial Officer |
|                           |                           |
|                           |                           |
|                           | MEADE CORONADO HOLDINGS CORP., |
|                           | a  California corporation      |
|                           |                           |
|                           |                           |
|                           | By:                            |   |   | /s/  Paul E. Ross |
|                           |                           | Name: | Paul  E. Ross |
|                           |                           | Title: | Chief  Financial Officer |

 

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