Exhibit 10.103
FOURTEENTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AND LIMITED CONSENT
This FOURTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED
CONSENT (this "Amendment") is dated as of April 17, 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 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 they intend to sell certain
trademarks and inventory related to the "Weaver" brands (the "Weaver
Transaction") pursuant to an Asset Purchase Agreement between Simmons Outdoor
Corp. and Ammunition Accessories Inc. (the "Weaver Asset Purchase Agreement").
WHEREAS, the Borrowers have informed the Lender that they also intend to sell
certain trademarks and inventory related to the "Redfield" brands (the "Redfield
Transaction", and together with the Weaver Transaction, the "Brand Sales")
pursuant to an Asset Purchase Agreement to be negotiated between Simmons Outdoor
Corp. and a buyer to be named (the "Redfield Asset Purchase Agreement").
WHEREAS, the Borrowers have requested that the Lender consent to the Brand Sales
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:
"'BRAND SALES' HAS THE MEANING SET FORTH IN THE FOURTEENTH AMENDMENT."
1
"'BRAND SALES RESERVE' MEANS A RESERVE IN THE AMOUNT AT ALL TIMES EQUAL TO THE
GREATER OF (A) $500,000 OR (B) THE SUM OF 10% OF THE FIRST $5,000,000 OF NET
PROCEEDS FROM THE BRAND SALES, PLUS 5% OF THE REMAINING NET PROCEEDS OF THE
BRAND SALES. AS USED HEREIN, "NET PROCEEDS" MEANS THE AMOUNT OF CASH PROCEEDS
RECEIVED (DIRECTLY OR INDIRECTLY) BY OR ON BEHALF OF BORROWERS IN CONNECTION
WITH THE BRAND SALES AFTER DEDUCTING THEREFROM ONLY (I) REASONABLE FEES,
COMMISSIONS, AND EXPENSES RELATED THERETO AND REQUIRED TO BE PAID BY BORROWERS
TO NON-AFFILIATES IN CONNECTION THEREWITH AND (II) TAXES PAID OR PAYABLE TO ANY
TAXING AUTHORITIES BY BORROWERS IN CONNECTION WITH THE BRAND SALES."I