EX-10.69






FIFTH AMENDMENT TO 

AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER OF DEFAULTS




This Fifth Amendment to Amended and Restated Credit Agreement and Limited Waiver of Defaults
(this “Amendment”) is dated as of October 12, 2005 (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”);



WHEREAS, the Borrowers have informed the Lender that a violation may occur as of the fiscal
quarter ending August 31, 2005 of the financial covenant set forth in Section 7.22 of the
Agreement (the “Prospective Covenant Violation”). The Prospective Covenant Violation would
constitute an Event of Default under the Agreement; and



WHEREAS, the Borrowers have requested a waiver of the Prospective Covenant Violation and
certain amendments to the Agreement, and the Lender has agreed to waive the Prospective Covenant
Violation and to amend the Agreement 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. Amended Definition of “Applicable Margin”. The definition of
“Applicable Margin” set forth in Annex A to the Agreement is hereby amended and restated to read in
its entirety as follows:



“ ‘Applicable Margin’ means:



(i) with respect to Base Rate Revolving Loans, and all other Obligations (other than
LIBOR Loans), 1.25%; and



(ii) with respect to LIBOR Revolving Loans, 3.50%; and



(iii) with respect to LIBOR Term Loans, 3.50%.



	 	 	 
	If Fixed Charge	 	 
	Coverage Ratio	 	Pricing Level
	Greater than or equal to

2.00 to 1.00

	 	

Level I
	 
	 	 
	Greater than or equal to

1.75 to 1.00 but less than

2.00 to 1.00

	 	



Level II
	 
	 	 
	Greater than or equal to

1.50 to 1.00 but less than

1.75 to 1.00

	 	



Level III
	 
	 	 
	Greater than or equal to

1.20 to 1.00 but less than

1.50 to 1.00

	 	



Level IV
	 
	 	 
	Greater than or equal to

1.00 to 1.00 but less than

1.20 to 1.00

	 	



Level V
	 
	 	 
	Greater than or equal to

        .75 to 1.00 but less than

1.00 to 1.00

	 	



Level VI
	 
	 	 
	Greater than or equal to

        .50 to 1.00 but less than

        .75 to 1.00

	 	



Level VII
	 
	 	 
	Greater than or equal to

        .25 to 1.00 but less than

        .50 to 1.00

	 	



Level VIII
	 
	 	 
	Greater than or equal to

        .00 to 1.00 but less than

        .25 to 1.00

	 	



Level IX
	 
	 	 
	
 
	 	Applicable Margins






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Level I	 	Level II	 	Level III	 	Level IV	 	Level V	 	Level VI	 	Level VII	 	Level VIII	 	Level IX
	Base Rate Revolving Loans
	 		0.0	%	 		0.0	%	 		0.0	%	 		0.25	%	 		0.50	%	 		0.75	%	 		1.00	%	 		1.25	%	 		1.75	%
	LIBOR Revolving Loans
	 		1.75	%	 		2.00	%	 		2.25	%	 		2.50	%	 		2.75	%	 		3.00	%	 		3.25	%	 		3.50	%	 		4.00	%
	Term Loans
	 		3.00	%	 		3.00	%	 		3.00	%	 		3.00	%	 		3.00	%	 		3.00	%	 		3.25	%	 		3.50	%	 		4.00	%






All adjustments in the Applicable Margins after October 31, 2005, shall be
implemented quarterly on a prospective basis, commencing with the first day of the
first calendar month that occurs more than 5 days after the required date of
delivery to the Lender of quarterly unaudited or annual draft audited (as
applicable) Financial Statements evidencing the need for an adjustment. In the
event the draft audited Financial Statements are subsequently determined to be in
error, then any resulting change in the Applicable Margin shall be made
retroactively to the date when the incorrect Applicable Margin was utilized.
Concurrently with the delivery of all quarterly Financial Statements, Meade shall
deliver to the Lender a certificate, signed by its chief financial officer, setting
forth in reasonable detail the basis for the continuance of, or any change in, the
Applicable Margins. Failure to timely deliver such Financial Statements shall, in
addition to any other remedy provided for in this Agreement, result in an increase
in the Applicable Margins to the highest level set forth in the foregoing grid,
until the first day of the first calendar month following the delivery of those
Financial Statements demonstrating that such an increase is not required. If a
Default or Event of Default has occurred and is continuing at the time any reduction
in the Applicable Margins is to be implemented, no reduction may occur until the
first day of the first calendar month following the date on which such Default or
Event of Default is waived or cured.”



Section 2.02. Amended Definition of “Reserves”. A new clause (i) is hereby
added to the definition of “Reserves” set forth in Annex A to the Agreement to read in its
entirety as follows:



“(i) the Availability Reserve.”



Section 2.03. New Definition. A new definition of “Availability Reserve” is hereby
added to Annex A to the Agreement to read in its entirety as follows:



“‘Availability Reserve’ means, until (a) the Borrowers’ Fixed Charge
Coverage Ratio is equal to or greater than 1.00 to 1.00 and (b) the Borrowers’ US
Fixed Charge Coverage Ratio is equal to or greater than 1.00 to 1.00, a reserve
against Availability equal to $4,000,000.”



Section 2.04. Amendment to Section 7.22. Section 7.22 of the Agreement is
hereby amended and restated in its entirety to read as follows:



“ 7.22 Fixed Charge Coverage Ratio. Meade and its consolidated Subsidiaries
will maintain a Fixed Charge Coverage Ratio for each period of four consecutive
fiscal quarters ending on the last day of each fiscal quarter of not less than the
applicable ratio set forth below:



	 	 	 
	 	 	Minimum Fixed Charge Coverage
	“Fiscal Quarter Ending	 	Ratio
	August 31, 2005

	 	.35 to 1.00
	 

	 	 
	 
	 	 
	November 30, 2005

	 	.20 to 1.00
	 

	 	 
	 
	 	 
	February 28, 2006

	 	.25 to 1.00
	 

	 	 
	 
	 	 
	May 31, 2006

	 	.25 to 1.00
	 

	 	 
	 
	 	 
	August 31, 2006

	 	.35 to 1.00
	 

	 	 
	 
	 	 
	November 30, 2006

	 	.75 to 1.00
	 

	 	 
	 
	 	 
	February 28, 2007 and each fiscal

quarter ending thereafter

	 	

1.10 to 1.00”
	 

	 	 






Section 2.05. Amendment to Section 7.24. Section 7.24 of the Agreement is
hereby amended and restated in its entirety to read as follows:



“ 7.24 US Fixed Charge Coverage Ratio. Meade and its consolidated
Subsidiaries will maintain a US Fixed Charge Coverage Ratio for each period of four
consecutive fiscal quarters ending on the last day of each fiscal quarter ending
August 31, 2006 and thereafter of not less than the applicable ratio set forth
below:



	 	 	 
	 	 	Minimum US Fixed Charge Coverage
	“Fiscal Quarter Ending	 	Ratio
	August 31, 2006

	 	.00 to 1.00
	 

	 	 
	 
	 	 
	November 30, 2006

	 	.25 to 1.00
	 

	 	 
	 
	 	 
	February 28, 2007 and each fiscal

quarter ending thereafter

	 	

1.00 to 1.00”
	 

	 	 






Section 2.06. Elimination of Minimum Availability. The minimum Availability
requirement set forth in Section 3.03 of that certain Third Amendment to Amended and Restated
Credit Agreement dated as of December 15, 2004 by and among Bank of America, N.A. and the Borrowers
is hereby eliminated.



ARTICLE III




Section 3.01. Waiver. The Lender hereby waives the Prospective Covenant Violation and
agrees not to exercise any rights or remedies available as a result of the occurrence thereof.



Section 3.02. Limitation of Waiver. The waiver granted in Section 3.01 of
this Amendment 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 Amendment, the Agreement or
any other Loan Document except as expressly set forth herein. Further, the waiver granted in
Section 3.01 of this Amendment shall not constitute a waiver of any other Default or Event
of Default arising as a result of the violation of any other term or provision of this Amendment,
the Agreement or any other Loan Document or a waiver of any rights or remedies arising as a result
of any such other Defaults or Events of Default.



Section 3.03. Amendment Fee. In connection with the preparation, negotiation and
execution of this Amendment, the Borrowers shall pay to the Lender an amendment fee (the
“Amendment Fee”) in the amount of Seventy-five Thousand Dollars ($75,000), which, at the
Lender’s option, may be charged as an advance and a Revolving Loan under the Agreement, and which
fee is fully earned and payable as of the Amendment Closing Date.



ARTICLE IV




Section 4.01. 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) The Borrowers shall have paid the Lender the Amendment Fee;




(v) No Default or Event of Default (other than the Prospective Covenant Violation)
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.



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ARTICLE V




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, (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 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 are 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.



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 (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 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.



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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:	 	 	CFO





SIMMONS OUTDOOR CORP.



By: /s/Brent W. Christensen



	 	 	 
	 	 	Name: Brent W. Christensen
	 	 	Title:	 	 	CFO





CORONADO INSTRUMENTS, INC.



By: /s/Brent W. Christensen



	 	 	 
	 	 	Name: Brent W. Christensen
	 	 	Title:	 	 	CFO





“LENDER”:



BANK OF AMERICA, N.A.



By: /s/Todd R. Eggertsen



3




	 	 	 
	 	 	Name: Todd R. Eggertsen	 
	 	 	Title:	 	 	Vice President





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 Fifth Amendment to Amended and Restated Credit Agreement and Limited
Waiver of Defaults dated as of October 12, 2005, 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 October 12, 2005.




MEADE INSTRUMENTS EUROPE CORP., a California
corporation



By: /s/Brent W. Christensen



	 	 	 
	 	 	Name: Brent W. Christensen
	 	 	Title:	 	 	CFO






MEADE INSTRUMENTS HOLDINGS CORP., a California
corporation



By: /s/Brent W. Christensen



4




	 	 	 
	 	 	Name: Brent W. Christensen
	 	 	Title:	 	 	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 Fifth Amendment to Amended and Restated Credit Agreement and Limited
Waiver of Defaults dated as of October 12, 2005, 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 October 12, 2005.




MTSC HOLDINGS, INC., a California corporation,



By: /s/Brent W. Christensen



	 	 	 
	 	 	Name: Brent W. Christensen
	 	 	Title:	 	 	CFO






MC HOLDINGS, INC., a California corporation



By: /s/Brent W. Christensen



	 	 	 
	 	 	Name: Brent W. Christensen
	 	 	Title:	 	 	CFO






MEADE CORONADO HOLDINGS CORP., a California
corporation



By: /s/Brent W. Christensen



	 	 	 
	 	 	

                     Name: Brent W. Christensen           }

                     Title:                   CFO         }

Name: Brent W. Christensen
	 	 	Title:	 	 	CFO






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