Exhibit 10.101


 


TWELFTH AMENDMENT TO


AMENDED AND RESTATED CREDIT AGREEMENT


 


This TWELFTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of November 16, 2007 (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 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 requested that the Lender amend the Agreement in certain
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.                             New Definitions. The following definitions are hereby added
to Annex A to the Agreement to read in their entirety as follows:


 


“Borrower’s Plan” means that certain financial plan prepared by
the Borrowers titled “FY08-FY09 Projections 10-31-07 BAC” consisting of balance
sheet projections dated as of November 1, 2007 and income statement projections
dated as of October 31, 2007 and previously delivered to the Lender.


 


“EBITDA Reserve” means a reserve to be established and adjusted
as follows:


 


(A) For the first two months of each fiscal quarter, beginning with the
month of October 2007, a reserve will be established by the Lender by measuring
for each such month the amount of the shortfall, if any, between the monthly
EBITDA for that month and the Borrower’s Plan. Such measurement will be based
on the Borrower’s month end financial statements for such month (the “Monthly Adjustment”).


 





















 


(B) At the end of each fiscal quarter beginning with the fiscal quarter
ending November 30, 2007 and in lieu of the Monthly Adjustment made to the
EBITDA Reserve based on the monthly financing statements as set forth in
paragraph (A) above, the Lender will establish or increase the EBITDA Reserve
based on the shortfall, if any, between the Borrower’s fiscal quarter EBITDA
and the Borrower’s Plan. Such measurement and adjustment will be based on the
Borrower’s financial statements received by the Lender after the end of each
fiscal quarter (the “Fiscal Quarter Adjustment”).
In all cases, the Fiscal Quarter Adjustment made after the end of each quarter
will supersede the Monthly Adjustment for such quarter. Any excess for any
Fiscal Quarter in EBITDA over the Borrower’s Plan will not reduce any
previously created EBITDA Reserve.


 


(C) By way of illustration, if hypothetically the EBITDA Reserve based
upon the Monthly Adjustment during the fiscal quarter ending November 30, 2007
is $100,000 and the Fiscal Quarter Adjustment for the quarter ending November
30, 2007 is $75,000, the EBITDA Reserve, upon the calculation of the Fiscal
Quarter Adjustment, will be $75,000. If at the end of the fiscal quarter ending
February 29, 2008 the Fiscal Quarter Adjustment is $0, the EBITDA Reserve shall
remain at $75,000. If the EBITDA for the fiscal quarter ending February 29,
2008 is in excess over the Borrower’s Plan, the EBITDA Reserve will remain at
$75,000. If the Fiscal Quarter Adjustment for the fiscal quarter ending
February 29, 2008 is $25,000, the EBITDA Reserve will be increased to $100,000.


 


Section 2.02.                             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:


 


“Adjusted Tangible Net Worth” means, at any date:  (a) the book value at which the Adjusted
Tangible Assets would be shown on a consolidated balance sheet of the Borrowers
at such date prepared in accordance with GAAP; plus (b) non-cash
inventory write-downs incurred during October 2007 through January 2008, up to
a maximum of $3,000,000; plus, but only to the extent included in
Adjusted Tangible Assets, (c) non-cash write-offs of intangible assets incurred
during October 2007 through January 2008, up to a maximum of $8,000,000; less
(d) the amount at which the consolidated liabilities of the Borrowers and their
Subsidiaries would be shown on such balance sheet.


 


“Applicable Margin” means:


 


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


 


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


 


2





















 


in each case subject to adjustment, beginning with the receipt by the
Lender of the monthly Financial Statements for February 2008, 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

  	
   

  	
  0.50

  	
  %

  	
  3.00

  	
  %

  
	
  Level 2

  	
   

  	
  Equal to or less than 1.75
  to 1.0, but greater than 1.5 to 1.0

  	
   

  	
  1.00

  	
  %

  	
  3.25

  	
  %

  
	
  Level 3

  	
   

  	
  Equal to or less than 1.5
  to 1.0, but greater than 1.2 to 1.0

  	
   

  	
  1.25

  	
  %

  	
  3.50

  	
  %

  
	
  Level 4

  	
   

  	
  Equal to or less than 1.2
  to 1.0, but greater than 0.75 to 1.0

  	
   

  	
  1.50

  	
  %

  	
  3.75

  	
  %

  
	
  Level 5

  	
   

  	
  Equal to or less than 0.75
  to 1.0, but greater than 0.5 to 1.0

  	
   

  	
  2.00

  	
  %

  	
  4.25

  	
  %

  
	
  Level 6

  	
   

  	
  Equal to or less than 0.5
  to 1.0

  	
   

  	
  2.50

  	
  %

  	
  4.75

  	
  %

  



 


All adjustments after February 2008 in the Applicable Margin 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
Margin. 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 Margin 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 Margin 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
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


 


3





















 


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 Reserve” means a reserve in the initial amount of
$500,000 and, so long as no Event of Default has occurred and is continuing, to
be reduced to:  (i) $250,000 if the
financial covenants set forth in the Agreement are met with the delivery of the
monthly unaudited Financial Statements for the month of November 2008; and (ii)
zero if the financial covenants set forth in the Agreement are met with the
delivery of the monthly unaudited Financial Statements for the month of
February 2009. All adjustments in the Availability Reserve shall be implemented
on a prospective basis, commencing with the first day of the first calendar
month that occurs after the receipt by the Lender of the monthly unaudited
Financial Statements evidencing the need for such an adjustment.


 


“Maximum Revolver Amount” means $25,000,000.


 


“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, (f)
non-cash compensation costs and ESOP contributions, (g) non-cash inventory
write-downs incurred during October 2007 through January 2008, up to a maximum of
$3,000,000, and (h) non-cash write-offs of intangible assets incurred during
October 2007 through January 2008, up to a maximum of $8,000,000.


 


“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; and (i) the EBITDA 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 $25,000,000 (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.”


 


4

















 


Section 2.04.                             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, but greater than $2,000,000, then the Borrowing Base Certificate
shall be delivered on a weekly basis no later than Wednesday for the prior week.
If at any time average monthly Availability is less than $2,000,000, then the
Borrowing Base Certificate shall be delivered on a semi-weekly basis no later
than each Wednesday for the period Wednesday, Thursday and Friday of the prior
week and each Friday for the period of Saturday of the prior week and Monday
and Tuesday of the then current 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 2.05.                             Amendment to Section 7.12. Section 7.12 of the Agreement is
hereby amended and restated to read in its entirety as follows:


 


“7.12                     Guaranties. Neither the Borrower nor any Loan Party shall make, issue, or become
liable on any guaranty, except (i) a guaranty of the Obligations in favor of
the Lender, (ii) an unsecured guaranty by the Borrower with respect to the
German Credit Facility, (iii) an unsecured guaranty by MIHC of the existing
facility lease of MIM, and (iv) an unsecured guaranty by Meade of a new
facility lease of MIM not to exceed a guaranteed amount of $300,000.”


 


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 $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 intercompany unsecured loan from Meade Instruments Europe GmbH &
Co., KG in an aggregate principal amount not to exceed $2,500,000; provided that (i) no Default or Event of Default has
occurred or is continuing; and (ii) Meade Instruments Europe GmbH & Co., KG
enters into a written subordination agreement with Lender in form and substance
reasonably acceptable to the Lender.”


 


5





















 


Section 2.07.                             Amendment to Section 7.15. The first sentence of Section 7.15
of the Agreement is hereby amended and restated to read in its entirety as follows:


 


“Except as permitted by Sections 7.10, 7.12 and 7.13,
neither the Borrower nor any of its Subsidiaries shall sell, transfer,
distribute, or pay any money or property, including, but not limited to, any
fees or expenses of any nature (including, but not limited to, any fees or
expenses for management services), to any Affiliate, or lend or advance money
or property to any Affiliate, or invest in (by capital contribution or
otherwise) or purchase or repurchase any stock or indebtedness, or any property,
of any Affiliate, or become liable on any guaranty of the indebtedness,
dividends, or other obligations of any Affiliate.”


 


Section 2.08.                             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 October 2007 through September 2008, thereafter tested on a trailing
twelve month basis through February 2009, and thereafter tested quarterly on a
trailing four quarter basis, 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

  	
   

  
	
  October 2007

  	
   

  	
   

  	
  $

  	
  (1,000,000

  	
  )

  
	
  November 2007

  	
   

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  December 2007

  	
   

  	
   

  	
  $

  	
  (950,000

  	
  )

  
	
  January 2008

  	
   

  	
   

  	
  $

  	
  (1,700,000

  	
  )

  
	
  February 2008

  	
   

  	
   

  	
  $

  	
  (2,000,000

  	
  )

  
	
  March 2008

  	
   

  	
   

  	
  $

  	
  (2,800,000

  	
  )

  
	
  April 2008

  	
   

  	
   

  	
  $

  	
  (3,300,000

  	
  )

  
	
  May 2008

  	
   

  	
   

  	
  $

  	
  (3,100,000

  	
  )

  
	
  June 2008

  	
   

  	
   

  	
  $

  	
  (3,900,000

  	
  )

  
	
  July 2008

  	
   

  	
   

  	
  $

  	
  (4,500,000

  	
  )

  
	
  August 2008

  	
   

  	
   

  	
  $

  	
  (4,000,000

  	
  )

  
	
  September 2008

  	
   

  	
   

  	
  $

  	
  (4,400,000

  	
  )

  
	
  October 2008

  	
   

  	
   

  	
  $

  	
  (2,500,000

  	
  )

  
	
  November 2008

  	
   

  	
   

  	
  $

  	
  (500,000

  	
  )

  
	
  December 2008

  	
   

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  January 2009

  	
   

  	
   

  	
  $

  	
  900,000

  	
   

  
	
  February 2009 and thereafter

  	
   

  	
   

  	
  $

  	
  1,400,000”

  	
   

  



 


6





















 


Section 2.09.                             Fixed Charge Coverage Ratio. 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

  
	
  February 28, 2009

  	
   

  	
  0.65

  
	
  May 31, 2009

  	
   

  	
  0.80

  
	
  August 31, 2009 and
  thereafter

  	
   

  	
  1.0

  



 


For purposes of determining the Fixed Charge Coverage Ratio, Meade and
its consolidated Subsidiaries may exclude up to $900,000 of principal payments
due at maturity on the debt of Meade Instruments Europe GmbH & Co., KG so
long as such loan is fully paid within one year of the Amendment Date. If such
loan is fully paid within one year of the Amendment Date, the Fixed Charge
Coverage Ratio measured at February 28, 2009, will be adjusted to 0.45 to 1.”


 


Section 2.10.                             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. Except for the months of September 2008 and
October 2008, the Borrowers shall not permit the Adjusted Tangible Net Worth,
determined for Meade and its consolidated Subsidiaries as of the last day of
each month, to be less than $17,000,000, plus 50% of the positive Net
Income of Meade and its consolidated Subsidiaries for the period beginning
March 1, 2008, and ending on the date of such calculation (the ‘Net Income Adjustment’). For September 2008, the Adjusted
Tangible Net Worth shall not be less than $16,000,000, plus the Net Income
Adjustment, and for October 2008 the Adjusted Tangible Net Worth shall not be
less than $16,500,000, plus the Net Income Adjustment.”


 


7





















 


ARTICLE III


 


Waiver


 


Section 3.01.                             Waiver. The Lender hereby permanently waives the Covenant Violation, as
defined in that certain Limited Waiver Agreement dated as of October 11, 2007,
by and between the Lender and the Borrowers and amended by that certain Letter
Agreement dated as of November 9, 2007, by and between the Lender and the
Borrowers and further amended by that certain Letter Extension Agreement dated
as of November 15, 2007, by and between the Lender and the Borrowers, and
agrees not to exercise any default, rights or remedies available as a result of
the occurrence thereof so long as no new Default or Event of Default occurs and
is continuing.


 


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 Credit 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 Default or Event
of Default arising as a result of any future violation of any term or provision
of the Credit Agreement, or any rights or remedies as a result of an Event of
Default, or the violation of any other term or provision of this Amendment.


 


ARTICLE IV


 


Amendment Fee


 


Section 4.01.                             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 Fifty Thousand Dollars ($50,000), 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 Date.


 


ARTICLE V


 


Management Consultant


 


Section 5.01.                             Management Consultant. On or before November 30, 2007, the
Borrowers will employ the services of an outside management consultant to
review and report in writing on a turnaround plan. A copy of the written report
will be promptly delivered to the Lender. Such outside management consultant
shall be selected by the Borrowers but shall be reasonably acceptable to the
Lender and shall be continually employed by the Borrowers until the Lender and
the Borrowers mutually agree that the services of a management consultant are
no longer needed.


 


ARTICLE VI


 


Conditions Precedent


 


Section 6.01.                             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:


 


8





















 


(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
the Amendment Fee and all other fees, costs, and expenses owed to and/or
incurred by the Lender in connection with this Amendment;


 


(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 VII


 


Miscellaneous


 


Section 7.01.                             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 7.02.                             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 7.03.                             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 7.04.                             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.


 


9





















 


Section 7.05.                             Headings. The headings, captions and arrangements used in this Amendment are
for convenience only and shall not affect the interpretation of this Amendment.


 


Section 7.06.                             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 7.07.                             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 7.08.                             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 7.09.                             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]


 


10

















 


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 and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIMMONS
  OUTDOOR CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL E. ROSS

  
	
   

  	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President, Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CORONADO
  INSTRUMENTS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL E. ROSS

  
	
   

  	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President, Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “LENDER”:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT M. DALTON

  
	
   

  	
   

  	
  Name:

  	
  Robert M. Dalton

  
	
   

  	
   

  	
  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 Twelfth
Amendment to Amended and Restated Credit Agreement dated as of November 16,
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 16,
2007.


 


	
   

  	
  MEADE INSTRUMENTS EUROPE CORP.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL E. ROSS

  
	
   

  	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President, Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MEADE INSTRUMENTS HOLDINGS CORP.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL E. ROSS

  
	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
  Title:

  	
  Senior Vice President, 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 Twelfth Amendment to Amended and Restated
Credit Agreement dated as of November 16, 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 16,
2007.


 


 


	
   

  	
  MTSC HOLDINGS, INC.,

  
	
   

  	
  a California corporation,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL E. ROSS

  
	
   

  	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President, Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MC HOLDINGS, INC.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL E. ROSS

  
	
   

  	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President, Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MEADE CORONADO HOLDINGS CORP.,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL E. ROSS

  
	
   

  	
   

  	
  Name:

  	
  Paul E. Ross

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President, Finance and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer