Exhibit 10.109
FIFTEENTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AND LIMITED CONSENT
This FIFTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED
CONSENT (this "Amendment") is dated as of June 12, 2008 (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 CORPORATION, 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 they intend to sell certain
trademarks and inventory related to the "Simmons" brands (the "Simmons
Transaction") pursuant to an Asset Purchase Agreement among Simmons Outdoor
Corporation, Meade Instruments Corp. and Bushnell, Inc. (the "Simmons Asset
Purchase Agreement"); and
WHEREAS, the Borrowers have requested that the Lender consent to the Simmons
Transaction and amend the Agreement in certain respects and the Lender has
agreed to such consent and 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 IN PROPER ALPHABETICAL ORDER TO READ IN THEIR
ENTIRETY AS FOLLOWS:
"'SIMMONS TRANSACTION' HAS THE MEANING SET FORTH IN THE FIFTEENTH AMENDMENT."
"'SIMMONS TRANSACTION RESERVE' MEANS A RESERVE IN THE AMOUNT AT ALL TIMES EQUAL
TO $500,000."
"'FIFTEENTH AMENDMENT' MEANS THAT CERTAIN FIFTEENTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT AND LIMITED CONSENT DATED AS OF JUNE 12, 2008 BY AND
AMONG LENDER AND BORROWERS."
SECTION 2.02.
AMENDMENT TO THE DEFINITION OF "BORROWING BASE".
THE
DEFINITION OF "BORROWING BASE" AS SET FORTH IN ANNEX A TO THE AGREEMENT IS
HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
"'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 PERCENT
(80%) 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