Exhibit 10.102
THIRTEENTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This THIRTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is dated as of April 9, 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 requested that the Lender amend the Agreement in
certain 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.
AMENDMENT TO SECTION 7.13.
CLAUSE (F) OF SECTION 7.13 OF
THE AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
"(F) INTERCOMPANY UNSECURED LOANS FROM MEADE INSTRUMENTS EUROPE GMBH & CO., KG
IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $5,000,000; PROVIDED THAT (I) NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING; AND (II) MEADE
INSTRUMENTS EUROPE GMBH & CO., KG ENTERS INTO A WRITTEN SUBORDINATION AGREEMENT
WITH LENDER IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE LENDER."
SECTION 2.02.
AMENDMENT TO SECTION 7.15.
SECTION 7.15 OF THE AGREEMENT
IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
"EXCEPT AS PERMITTED BY SECTIONS 7.10, 7.12 AND 7.13, NEITHER THE BORROWER NOR
ANY OF ITS SUBSIDIARIES SHALL SELL, TRANSFER, DISTRIBUTE, OR PAY ANY MONEY OR
PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY FEES OR EXPENSES OF ANY NATURE
(INCLUDING, BUT NOT LIMITED TO, ANY FEES OR EXPENSES FOR MANAGEMENT SERVICES),
TO ANY AFFILIATE, OR LEND OR ADVANCE MONEY OR PROPERTY TO ANY AFFILIATE, OR
INVEST IN (BY CAPITAL CONTRIBUTION OR OTHERWISE) OR PURCHASE OR REPURCHASE ANY
STOCK OR
INDEBTEDNESS, OR ANY PROPERTY, OF ANY AFFILIATE, OR BECOME LIABLE ON ANY
GUARANTY OF THE INDEBTEDNESS, DIVIDENDS, OR OTHER OBLIGATIONS OF ANY AFFILIATE.
NOTWITHSTANDING THE FOREGOING, THE BORROWER AND ITS SUBSIDIARIES, SUBJECT TO THE
LIMITATIONS SET FORTH IN SECTION 7.10, MAY (A) ENGAGE IN TRANSACTIONS WITH
AFFILIATES IN THE ORDINARY COURSE OF BUSINESS, ON TERMS AND AMOUNTS AND WITH
RESPECT TO ACTIVITIES CONSISTENT WITH PAST PRACTICES AS HAVE BEEN DISCLOSED TO
THE LENDER SO LONG AS NO EVENT OF DEFAULT HAS