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