Exhibit 10.93
LIMITED WAIVER AGREEMENT
This LIMITED WAIVER AGREEMENT (this "Waiver Agreement") is dated as of October
11, 2007 (the "Agreement 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 "Credit Agreement");
WHEREAS, the Borrowers have informed the Lender that they are in violation of
the Minimum EBITDA covenant set forth in Section 7.23 of the Credit Agreement as
of August 31, 2007 (the "Covenant Violation"), which Covenant Violation
constitutes an Event of Default under the Credit Agreement; and
WHEREAS, the Borrowers have requested that the Lender waive the Covenant
Violation and amend the Credit Agreement in certain other respects and the
Lender has agreed to such waiver 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 Credit Agreement and this Waiver Agreement, 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 WAIVER AGREEMENT HAVE THE RESPECTIVE MEANINGS SET FORTH IN THE
CREDIT AGREEMENT, AS AMENDED HEREBY.
ARTICLE II
Amendments
SECTION 2.01.
NEW DEFINITION. A NEW DEFINITION OF "AVAILABILITY
RESERVE" IS HEREBY ADDED TO ANNEX A TO THE CREDIT AGREEMENT TO READ IN ITS
ENTIRETY AS FOLLOWS:
"'AVAILABILITY RESERVE' MEANS A RESERVE IN THE AMOUNT OF $250,000 AT ALL TIMES."
SECTION 2.02.
AMENDMENT TO THE DEFINITION OF "APPLICABLE MARGIN".
CLAUSES (A) AND (B) OF THE DEFINITION OF "APPLICABLE MARGIN" SET FORTH IN ANNEX
A TO THE CREDIT AGREEMENT ARE HEREBY AMENDED AND RESTATED IN THEIR ENTIRETY TO
READ AS FOLLOWS:
"(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%;"
SECTION 2.03.
AMENDMENT TO THE DEFINITION OF "RESERVES". A NEW CLAUSE
(H) IS HEREBY ADDED TO THE DEFINITION OF "RESERVES" SET FORTH IN ANNEX A TO THE
CREDIT AGREEMENT TO READ IN ITS ENTIRETY AS FOLLOWS:
"(H) THE AVAILABILITY RESERVE."
ARTICLE III
Limited Waiver
SECTION 3.01.
WAIVER. THE LENDER HEREBY WAIVES THE COVENANT VIOLATION
FOR A PERIOD OF 30 DAYS FROM THE DATE HEREOF AND AGREES NOT TO EXERCISE ANY
DEFAULT, RIGHTS OR REMEDIES AVAILABLE AS A RESULT OF THE OCCURRENCE THEREOF FOR
SUCH 30 DAY PERIOD SO LONG AS (A) NO NEW DEFAULT OR EVENT OF DEFAULT OCCURS AND
IS CONTINUING AND (B) THE BORROWERS DELIVER TO LENDER FINANCIAL PROJECTIONS ON