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