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%;
1
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