Exhibit 10.91


ELEVENTH AMENDMENT TO


AMENDED
AND RESTATED CREDIT AGREEMENT


This ELEVENTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of May 31, 2007 (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 four consecutive fiscal quarters ended February
28, 2007, of the Minimum EBITDA covenant set forth in Section 7.23 of
the Agreement (the “Prospective Covenant
Violation”), which Prospective Covenant Violation would constitute
an Event of Default under the Agreement; and


WHEREAS, the Borrowers have requested that the
Lender amend the Agreement to prevent the Prospective Covenant Violation from
becoming an Event of Default and to further amend the Agreement in certain
other respects and the Lender has agreed to such 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.          Amended Definitions.  The following definitions set forth in Annex
A to the Agreement are hereby amended and restated in their entirety to read as
follows:


“Applicable Margin” means:


(a)           with respect to Base Rate Revolving Loans and all other Obligations
(other than LIBOR Loans), 1.00%; and


(b)           with
respect to LIBOR Loans, 3.25%;



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in each case subject to adjustment, beginning with
the receipt by the Lender of the Financial Statements for November 2007, and
thereafter from time to time, to the applicable percentage corresponding to the
Fixed Charge Coverage Ratio for the immediately preceding four fiscal quarters
of the Borrowers, as set forth below, respectively:


	
  

  	
   

  	
  Rolling Four Quarter Fixed 

  Charge Coverage Ratio

  	
   

  	
  Base Rate 

  Loans

  	
   

  	
  LIBOR Loans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 1

  	
   

  	
  Greater than 1.75 to 1.0

  	
   

  	
  0.00

  	
  %

  	
  2.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 2

  	
   

  	
  Equal to or less than 1.75 to 1.0, 

  but greater than 1.5 to 1.0

  	
   

  	
  0.00

  	
  %

  	
  2.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 3

  	
   

  	
  Equal to or less than 1.5 to 1.0, 

  but greater than 1.2 to 1.0

  	
   

  	
  0.25

  	
  %

  	
  2.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 4

  	
   

  	
  Equal to or less than 1.2 to 1.0, 

  but greater than 0.75 to 1.0

  	
   

  	
  0.50

  	
  %

  	
  2.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 5

  	
   

  	
  Equal to or less than 0.75 to 1.0, 

  but greater than 0.5 to 1.0

  	
   

  	
  1.00

  	
  %

  	
  3.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 6

  	
   

  	
  Equal to or less
  than 0.5 to 1.0

  	
   

  	
  1.50

  	
  %

  	
  3.75

  	
  %

  



 


All adjustments in the Applicable Margins 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 receipt by the
Lender of the quarterly unaudited or annual draft audited (as applicable)
Financial Statements evidencing the need for an adjustment.  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 in
writing by the Lender or cured (to the extent expressly permitted hereunder to
be cured and within the time frame so provided for such cure).


In the event that any audited Financial Statements
filed with the SEC vary from the draft or internally prepared Financial
Statements used to calculate the Applicable Margin for any period, then any
resulting change in the Applicable Margin evidenced by the audited Financial
Statements for such period shall be made retroactively to the date when the
incorrect Applicable Margin was implemented. 
If, as a result of any restatement of or other adjustment to any
Financial Statements or for any other reason, the Lender 



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determines in its judgment, reasonably exercised,
that (a) the Fixed Charge Coverage Ratio as calculated by Meade as of any
applicable date was inaccurate and (b) a proper calculation of the Fixed Charge
Coverage Ratio would have resulted in different pricing for any period, then
(i) if the proper calculation of the Fixed Charge Coverage Ratio would have
resulted in higher pricing for such period, the Borrowers shall automatically
and retroactively be obligated to pay to the Lender, promptly on demand by the
Lender, an amount equal to the excess of the amount of interest and fees that
should have been paid for such period over the amount of interest and fees
actually paid for such period; and (ii) if the proper calculation of the
Fixed Charge Coverage Ratio would have resulted in lower pricing for such
period, the Lender shall have no obligation to repay any interest or fees to
the Borrowers or any other Person; provided that
if, as a result of any restatement or other event a proper calculation of the
Fixed Charge Coverage Ratio would have resulted in higher pricing for one or
more periods and lower pricing for one or more other periods (due to the
shifting of income or expenses form one period to another period or any similar
reason), then the amount payable by the Borrowers pursuant to clause (i)
above shall be based upon the aggregate net excess (after taking into account
all revised higher and revised lower pricing), if any, of the amount of
interest and fees that should have been paid for all applicable periods over
the amount of interest and fees paid for all such periods.  The retroactive adjustments set forth in this
paragraph shall not be applicable to any restatement or adjustment to any
Financial Statements occurring one year or more following the payment in full
of all Obligations and termination of this Agreement.


“Availability” means, at any time (a) the
lesser of (i) the Maximum Revolver Amount or (ii) the Borrowing Base, minus
(b) Reserves (other than Reserves deducted in the calculation of the Borrowing
Base), minus (c) the Aggregate Revolver Outstandings.


“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-five percent (85%) 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 other
than set forth below, an amount equal to the lesser of (i) $20,000,000, or
(ii) the lesser of (x) sixty percent (60%) of the Net Value of Eligible
Inventory owned by the Borrowers, or (y) eighty-five percent (85%) of the
Net Orderly Liquidation Value of Eligible Inventory owned by the Borrowers; provided, however,
that following the written request to the Lender and payment of a fully-earned,
non-refundable fee of $35,000, during July through October of 2007 only, an
amount equal to the lesser of (A) $20,000,000, or (B) the lesser of (i)
eighty-five percent (85%) of the Net Orderly Liquidation Value of Eligible
Inventory owned by the Borrowers, plus $1,500,000, or (ii) ninety
percent (90%) of the Net Orderly Liquidation Value of Eligible Inventory owned
by the Borrowers.



 3
 









“Dated Accounts” means Accounts of any
Borrower that arise from the sale of goods made between July 1st and November
30th of any year that would qualify as Eligible Accounts but for 


such Accounts having payment terms of greater than
90 days; provided that the latest
possible payment due date for such Accounts may not be later than January 15 of
the year immediately following the sale of goods giving rise thereto.


“EBITDA” means, with respect to Meade and its
consolidated Subsidiaries, for any period, (a) Adjusted Net Earnings from
Operations, plus, to the extent deducted in the determination of
Adjusted Net Earnings from Operations for such period, (b) interest expenses,
(c) provision for Federal, state, local and foreign income taxes, (d)
depreciation, (e) amortization, and (f) non-cash compensation costs and ESOP
contributions.


“Maximum Revolver Amount” means $30,000,000.


“Net Orderly Liquidation Value” means, for
any particular item, the value, net of all customary costs attendant to the
sale, based on an orderly liquidation sale assigned by an appraiser, who is
acceptable to the Lender in its reasonable discretion; provided that such appraisals shall be
conducted no more frequently than twice per year, so long as no Event of Default
has occurred and is continuing (and at any time and from time to time as the
Lender may require during the continuance of an Event of Default).


“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; and (g)
the Working Capital Reserve.


“Stated Termination Date” means September 30,
2009.


Section
2.02.          Deleted Definitions.  The following definitions are hereby deleted
in their entirety from Annex A to the Agreement:  “Inventory Advance Rate” and “Special Reserve”.


Section
2.03.          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 $30,000,000 (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.”


Section
2.04.          Amendment to Section 3.2.  Section 3.2 of the Agreement is hereby
amended and restated to read in its entirety as follows:


“3.2         Termination
of Facility.  The Borrowers may
terminate this Agreement upon at least ten (10) Business Days’ notice to the
Lender, upon (a) the payment in full of all outstanding Revolving Loans,
together with accrued interest thereon, and the cancellation and return of all
outstanding Letters of Credit, (b) the payment of the early termination fee set
forth below, (c) the payment in full in cash of all reimbursable expenses and
other 



 4
 









Obligations, and (d) with respect to any
LIBOR Rate Loans prepaid, payment of the amounts due under Section 4.4, if
any.  If this Agreement is terminated for
any reason at any time prior to the Stated Termination Date, the Borrowers
shall pay to the Lender a fully-earned, non-refundable early termination fee
determined in accordance with the following table:


	
  Period During Which

  Early Termination Occurs

  	
   

  	
  Early Termination Fee

  
	
   

  	
   

  	
   

  
	
  On or prior to May 31, 2008

  	
   

  	
  2.00% of the
  Total Facility

  
	
   

  	
   

  	
   

  
	
  After May 31, 2008, 

  but on or prior to May 31, 2009

  	
   

  	
  1.00% of the
  Total Facility

  
	
   

  	
   

  	
   

  
	
  After May 31, 2009, 

  but prior to the Stated Termination Date

  	
   

  	
  0.50% of the
  Total Facility

  



 


Notwithstanding the foregoing, no Early Termination
Fee shall be payable in the event all Loans are paid in full and all other
Obligations are satisfied in full after the first Anniversary Date with debt or
equity arranged, or exclusively provided, by the Bank.”


Section
2.05.          Amendment to Section 5.2.  Section 5.2(k) of the Agreement is
hereby amended in its entirety and replaced to read as follows:


“                              k.             As soon as available, semi-monthly
Borrowing Base Certificates supporting information in accordance with Section 9
of the Security Agreement, delivered as follows:  (i) on or before the 20th day of each month
as of the 15th day of such month; and (ii) on or before the 10th day of each
month as of the last day of the prior month; provided,
however, that if the Aggregate
Revolver Outstandings are zero, the Borrowing Base Certificate may be provided
within ten (10) Business Days after the end of each month; provided, further,
however, that if the Borrowing
Base Certificate is delivered on a monthly basis, no Borrowings will be
permitted until a current semi-monthly Borrowing Base Certificate is provided
by Meade.  Notwithstanding the forgoing,
if at any time average monthly Availability is less than $5,000,000, then the
Borrowing Base Certificate shall be delivered on a weekly basis no later than
Wednesday for the prior week.  With the
delivery of each Borrowing Base Certificate required by this Section 5.2(k),
the Borrowers will provide separate backup reports reflecting each Borrower’s
borrowing base.”


Section
2.06.          Amendment to Section
7.13.  Section 7.13 of the
Agreement is hereby amended and restated to read in its entirety as follows:


“7.13       Debt.  Neither the Borrower nor any Loan Party shall
incur or maintain any Debt, other than: 
(a) the Obligations; (b) Debt described on Schedule 6.9; (c)
Debt permitted by Sections 7.10, 7.12 and 7.15; (d)
Capital Leases of Equipment and purchase money secured Debt incurred to purchase
Equipment provided that (i) Liens securing the same attach only to the
Equipment acquired by the incurrence of such Debt, and (ii) the aggregate
amount of such Debt (including Capital Leases) outstanding does not exceed 



 5
 









$1,500,000 at any time; (e) Debt evidencing a
refunding, renewal or extension of the Debt described on Schedule 6.9; provided
that (i) the principal amount thereof is not increased, (ii) the Liens, if any,
securing such refunded, renewed or extended Debt do not attach to any assets in
addition to those assets, if any, securing the Debt to be refunded, renewed or
extended, (iii) no Person that is not an obligor or guarantor of such Debt as
of the Amendment Date shall become an obligor or guarantor thereof, and
(iv) the terms of such refunding, renewal or extension are no less
favorable to the Borrower or the Lender than the original Debt; and (f) a
one-time intercompany loan from Europe GmbH & Co. K.G. to Meade in the
original principal amount of $2,000,000; provided
that the entire principal balance of such loan, together with all
accrued and unpaid interest thereon, in an aggregate amount not to exceed
$2,050,000 is repaid in full on or before July 31, 2007.”


Section
2.07.          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.  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fiscal quarter 

  ending May 31, 2007

  	
   

  	
  $

  	
  (3,592,000

  	
  )

  
	
   

  	
   

  	
   

  	
   

  
	
  Two fiscal quarters 

  ending August 31, 2007

  	
   

  	
  $

  	
  (2,725,000

  	
  )

  
	
   

  	
   

  	
   

  	
   

  
	
  Three fiscal quarters 

  ending November 30, 2007

  	
   

  	
  $

  	
  2,320,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Four fiscal
  quarters 

  ending February 29, 2008

  	
   

  	
  $

  	
  1,000,000

  	
  ”

  



 


Section
2.08.          Amendment to Section
7.23.  Section 7.23 of the
Agreement is hereby amended and restated to read in its entirety as follows:


“7.23       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 date set forth below
of not less than the applicable ratio set forth below, measured as of the last
day of each such period:


	
  Four Fiscal Quarter Period
  Ending

  	
   

  	
  Minimum

  Fixed Charge Coverage Ratio

  
	
   

  	
   

  	
   

  
	
  May 31, 2008

  	
   

  	
  0.50 to 1.0

  
	
   

  	
   

  	
   

  
	
  August 31, 2008

  	
   

  	
  0.60 to 1.0

  



                                                


	
  November 30, 2008

  	
   

  	
  0.75 to 1.0

  
	
  February 28, 2009, and on the last day of each four
  consecutive fiscal quarter period thereafter

  	
   

  	
  1.0 to 1.0”

  



 



 6















 


 


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


“7.24       Adjusted
Tangible Net Worth. The Borrowers shall not permit the Adjusted Tangible
Net Worth, determined for Meade and its consolidated Subsidiaries as of the
last day of each fiscal quarter to be less than the sum of $20,000,000, plus
50% of the positive Net Income of Meade and its consolidated Subsidiaries for
the period beginning March 1, 2007, and ending on the date of calculation.”


Section
2.10.          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
$1,000,000 in the aggregate during any Fiscal Year.”


Section
2.11.          New Subsection 9.1(r).  A new subsection 9.1(r) is hereby
added to the Agreement to read in its entirety as follows:


“              r.              (A) at the option of the Lender
and immediately upon notice by the Lender to Meade, there occurs any default
with respect to the Debt of Meade or any Subsidiary of Meade to Borkener
Volksbank eG (or any refinancing thereof) under any agreement or instrument
under or pursuant to which such Debt is owing may have been issued, created,
assumed, or guaranteed (collectively, the “German Financing Agreement”),
and such default shall continue for more than the period of grace provided for
under the German Financing Agreement (each a “German Default”), if any,
therein specified, which has not been cured within 20 days of such German
Default; or (B) any such Debt shall be declared due and payable or be required
to be prepaid (other than by a regularly scheduled payment,  required prepayment (other than upon an event
of default), or voluntary repayment) prior to the stated maturity thereof; or”


Section
2.12.          New Subsection 9.1(s).  A new subsection 9.1(s) is hereby
added to the Agreement to read in its entirety as follows:


“              s.             at the option of the Lender and
immediately upon notice by the Lender to Meade, there occurs any default or
demand for payment under the guaranty by Meade of the Debt of Meade or any
Subsidiary of Meade to Borkener Volksbank eG (or any refinancing thereof).”



 7
 









Section
2.13.          Amendment to Section
12.8.  The addresses for notices set
forth in Section 12.8 of the Agreement are hereby replaced to read as
follows:


If
to the Lender:


Bank of America, N.A.


55 South Lake Avenue, Suite
900


Pasadena, CA 91101


Attention: Account Executive
(MEADE)


Telecopy No.: (626) 584-
(626) 584-4602


with copies to:


Gary Samson, Esq.


McGuireWoods LLP


1800 Century Park East, 8th
Floor


Los Angeles, California
90067


Telecopy No.:  (310) 956-3148


If to the Borrowers:


c/o Meade Instruments Corp.


6001 Oak Canyon


Irvine, CA 92618


Attention: Chief Financial
Officer


Telecopy No.: (949) 451-1460


with copies to:


Meade Instruments Corp.


6001 Oak Canyon


Irvine, CA 92618


Attention: General Counsel


Telecopy
No.: 949-451-1460


ARTICLE III


Covenant Reset


Section
3.01.          Covenant Reset.  Notwithstanding anything to the contrary set
forth in the Agreement prior to the effectiveness of this Amendment, Meade and
its consolidated Subsidiaries shall have EBITDA on rolling four quarter basis
of not less than negative $14,757,000, tested as of the fiscal quarter ended
February 28, 2007.


Section
3.02.          Limitation of Covenant
Reset.  The covenant reset set forth
in Section 3.01 of this Amendment shall be limited strictly as written
and shall not be deemed to constitute an amendment or reset of any other
covenant, 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 covenant
reset set forth in Section 3.01 of this Amendment shall not constitute a
waiver of any 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
Default or Event of Default.



 8
 









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 delivered to
the Lender executed original copies of the fee letter dated as of even date
herewith and shall have paid to the Lender all fees, costs, and expenses owed
to and/or incurred by the Lender in connection with this Amendment, including
without limitation, each of the fees set forth in the separate fee letter
between the Borrowers and the Lender as of the date hereof;


(v)           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


Covenants


Section
5.01.          Negative Pledge on
German Stock.  Neither Meade nor its
Subsidiaries has granted any liens, security interests, pledges or other
encumbrances of any kind on, in or to any of the stock, or other equity
interests of Meade Instruments Europe GmbH & Co. K.G. or Meade Instruments
Verwaltungs GmbH now owned or hereafter acquired other than those in favor of
the Lender.  Unless and until the
Obligations are paid in full and the Agreement terminated as provided therein,
neither Meade nor its Subsidiaries will grant, pledge, or agree to grant or
pledge or permit to exist any liens, security interests, pledges or other
encumbrances of any kind on, in or to, any of such stock or equity interests to
any Person other than the Lender.


Section
5.02.          Pledge of German Stock.  Meade and its Subsidiaries will use their
commercially reasonable efforts to pledge to the Lender as Collateral for all
Obligations on or before July 31, 2007, a first priority, perfected security
interest in not less than 65% of the stock or other equity interests of each 



 9
 









of Meade Instruments Europe
GmbH & Co. K.G. or Meade Instruments Verwaltungs GmbH (now owned or
hereafter acquired).  Such pledge shall
be accompanied by delivery of all certificates evidencing such stock or other
equity, if any, together with such documents, instruments, and other agreements
as the Lender may reasonably request, and such opinions of German counsel to
Meade and its Subsidiaries as may be reasonable in connection therewith, all in
form and substance satisfactory to the Lender.


ARTICLE VI


Miscellaneous


Section
6.01.          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 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
6.02.          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
6.03.          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
6.04.          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
6.05.          Headings.  The headings, captions and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.


Section
6.06.          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.



 10
 









Section
6.07.          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
6.08.          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.


Section
6.09.          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]



 11














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:

  	
   

  	
  SVP-Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SIMMONS OUTDOOR CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Paul E. Ross

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Paul E. Ross

  
	
   

  	
  Title:

  	
   

  	
  SVP-Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CORONADO INSTRUMENTS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Paul E. Ross

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Paul E. Ross

  
	
   

  	
  Title:

  	
   

  	
  SVP-Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “LENDER”:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Todd R. Eggertsen

  	
   

  
	
   

  	
  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 consents to, the terms and conditions of that Eleventh
Amendment to Amended and Restated Credit Agreement dated as of May 31, 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 May 31, 2007.


	
   

  	
  MEADE INSTRUMENTS EUROPE CORP.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Paul E. Ross

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Paul E. Ross

  
	
   

  	
  Title:

  	
   

  	
  SVP-Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MEADE INSTRUMENTS HOLDINGS CORP.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Paul E. Ross

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Paul E. Ross

  
	
   

  	
  Title:

  	
   

  	
  SVP-Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  



 











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 Eleventh Amendment to Amended and Restated
Credit Agreement dated as of May 31, 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 May 31, 2007.


	
   

  	
  MTSC HOLDINGS, INC.,

  
	
   

  	
  a California corporation,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Paul E. Ross

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Paul E. Ross

  
	
   

  	
  Title:

  	
   

  	
  SVP-Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MC HOLDINGS, INC.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Paul E. Ross

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Paul E. Ross

  
	
   

  	
  Title:

  	
   

  	
  SVP-Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MEADE CORONADO HOLDINGS CORP.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Paul E. Ross

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Paul E. Ross

  
	
   

  	
  Title:

  	
   

  	
  SVP-Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer