FIFTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED CONSENT

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 to the lesser of (i) $15,000,000, or (ii) the lesser of (x) sixty percent (60%) of the Net Value of Eligible Inventory owned by the Borrowers, or (y) eighty-five percent (85%) of the Net Orderly Liquidation Value of Eligible Inventory owned by the Borrowers.”

Section 2.03.          Amendment to the Definition of “Maximum Revolver Amount”.  The definition of “Maximum Revolver Amount” as set forth in Annex A to the Agreement is hereby amended and restated in its entirety to read as follows:

“‘Maximum Revolver Amount’ means $15,000,000.”

Section 2.04.          Amendment to the Definition of “Reserves”.  The definition of “Reserves” as set forth in Annex A to the Agreement is hereby amended and restated in its entirety to read as follows:

“‘Reserves’ means reserves that limit the availability of credit hereunder, consisting of reserves against Availability, Eligible Accounts or Eligible Inventory, established by Lender from time to time in Lender’s reasonable credit judgment.  Without limiting the generality of the foregoing, the following reserves shall be deemed to be a reasonable exercise of Lender’s credit judgment: (a) Bank Product Reserves; (b) a reserve for accrued, unpaid interest on the Obligations; (c) reserves for rent at leased locations subject to statutory or contractual landlord liens; (d) the Slow Moving Reserve; (e) the Dilution Adjustment Reserve; (f) warehousemen’s or bailees’ charges; (g) the Working Capital Reserve; (h) the Availability Reserve; (i) the EBITDA Reserve; (j) the Brand Sales Reserve; and (k) the Simmons Transaction Reserve.”

Section 2.05.          Amendment to Section 1.1.  Section 1.1 of the Agreement is hereby amended and restated to read in its entirety as follows:

“1.1         Total Facility.  Subject to all of the terms and conditions of this Agreement, the Lender agrees to make available a total credit facility of up to $15,000,000 (the ‘Total Facility’) to the Borrowers from time to time during the term of this Agreement.  The Total Facility shall be composed of a revolving line of credit consisting of Revolving Loans and Letters of Credit described herein.”

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ARTICLE III

LIMITED CONSENT

Section 3.01.          Limited Consents.  Notwithstanding anything contrary in the Agreement or any other provision set forth in the Loan Documents, and subject to the terms, conditions, and other restrictions set forth herein, the Lender hereby consents to the Simmons Transaction.  This consent is limited to the Simmons Transaction and is not a consent to any other transaction, whether or not similar to the foregoing.  The consent to the Simmons Transaction is conditioned upon satisfaction of each of the following conditions precedent thereto, as well as the conditions precedent set forth in Article V below:

(i)            The Borrowers shall have delivered to the Lender an executed copy of Simmons Asset Purchase Agreement together with true and correct copies of all exhibits and schedules thereto and all agreements executed or delivered in connection therewith, all of which must be in form and substance satisfactory to the Lender in its sole discretion;

(ii)           The Borrowers shall have delivered to the Lender an updated Borrowing Base Certificate reflecting the consummation of the Simmons Transaction;

(iii)          No Default or Event of Default shall have occurred and be continuing or result from the consummation of the Simmons Transaction, except as previously disclosed to the Lender in writing; and

(iv)          100% of the cash proceeds of the Simmons Transaction to be received by the Borrowers shall be paid directly to the Lender (to be applied to the Obligations in accordance with the Agreement) at such account as the Lender may direct.

Upon satisfaction of the foregoing conditions with respect to the Simmons Transaction (or concurrently therewith), and upon the Borrowers’ request, the Lender will execute and deliver such lien releases (including UCC-3 financing statement amendments) as may be necessary to effectively terminate any and all of the Lender’s Liens on the property to be sold pursuant to the Simmons Transaction, all at Borrowers’ sole cost and expense.

ARTICLE IV

Amendment Fee

Section 4.01.          Amendment Fee.  In connection with the preparation, negotiation and execution of this Amendment, the Borrowers shall pay to the Lender an amendment fee (the “Amendment Fee”) in the amount of Fifty Thousand Dollars ($50,000), which, at the Lender’s option, may be charged as an advance and a Revolving Loan under the Agreement, and which fee is fully earned and payable as of the Amendment Date.

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ARTICLE V

Conditions Precedent

Section 5.01.          Conditions Precedent.  This Amendment shall not be binding upon the Lender until each of the following conditions precedent have been satisfied in form and substance satisfactory to the Lender:

(i)            The representations and warranties contained herein and in the Agreement, as amended hereby, shall be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date;

(ii)           The Borrowers shall have delivered to the Lender an executed original copy of this Amendment;

(iii)          The Borrowers shall have delivered to the Lender executed original copies of each of the Consents and Reaffirmations attached to this Amendment;

(iv)          The Borrowers shall have paid to the Lender the Amendment Fee and all other fees, costs, and expenses owed to and/or incurred by the Lender in connection with this Amendment;

(v)           No Default or Event of Default shall have occurred and be continuing, except as previously disclosed to the Lender in writing; and

(vi)          All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Lender in its sole and absolute discretion.

ARTICLE VI

Miscellaneous

Section 6.01.          Inventory.  Each Borrower hereby represents and warrants that after the consummation of each of the Simmons Transaction, no Inventory bearing the brands sold in connection therewith will be held, manufactured or sold by any Borrower.

Section 6.02.          Acknowledgment.  Each Borrower hereby represents and warrants that the execution and delivery of this Amendment and compliance by such Borrower with all of the provisions of this Amendment:  (a) are within its powers and purposes; (b) have been duly authorized or approved by such Borrower; and (c) when executed and delivered by or on behalf of such Borrower, will constitute valid and binding obligations of such Borrower, enforceable in accordance with their terms.  Each Borrower reaffirms its obligation to pay all amounts due the Lender under the Loan Documents in accordance with the terms thereof, as modified hereby.

Section 6.03.          Loan Documents Unmodified.  Except as otherwise specifically modified by this Amendment, all terms and provisions of the Agreement and all other Loan Documents, as modified hereby, shall remain in full force and effect.  Nothing contained in this Amendment shall in any way impair the validity or enforceability of the Loan Documents, as modified hereby or alter, waive, annul,

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vary, affect, or impair any provisions, conditions, or covenants contained therein or any rights, powers, or remedies granted therein.  Any lien and/or security interest granted to the Lender in the Collateral set forth in the Agreement or any other Loan Document is and shall remain unchanged and in full force and effect and the Agreement and the other Loan Documents shall continue to secure the payment and performance of all of the Obligations thereunder, as modified hereby, and the Borrowers’ obligations hereunder.

Section 6.04.          Parties, Successors and Assigns.  This Amendment shall be binding upon and shall inure to the benefit of each of the Borrowers, the Lender, and their respective successors and assigns.

Section 6.05.          Counterparts.  This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which, when taken together shall constitute one and the same instrument.  A facsimile signature shall be deemed effective as an original.

Section 6.06.          Headings.  The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

Section 6.07.          Expenses of the Lender.  The Borrowers agree to pay on demand (a) all reasonable costs and expenses incurred by the Lender in connection with the preparation, negotiation and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all subsequent amendments, modifications, and supplements hereto or thereto, including, without limitation, the costs and fees of the Lender’s legal counsel and the allocated cost of staff counsel, and (b) all costs and expenses reasonably incurred by the Lender in connection with the enforcement or preservation of any rights under the Agreement, this Amendment and/or other Loan Documents, including, without limitation, the reasonable costs and fees of the Lender’s legal counsel, the allocated cost of staff counsel, and the costs and fees associated with any environmental due diligence conducted in relation hereto.

Section 6.08.          Total Agreement.  This Amendment, the Agreement, and all other Loan Documents shall constitute the entire agreement between the parties relating to the subject matter hereof, and shall rescind all prior agreements and understandings between the parties hereto relating to the subject matter hereof, and shall not be changed or terminated orally.

Section 6.09.          WAIVER OF JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH OF THE BORROWERS AND THE LENDER IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AMENDMENT, THE AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY LENDER-RELATED PERSON OR PARTICIPANT, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  WITHOUT LIMITING THE APPLICABILITY OF ANY OTHER PROVISION OF THE AGREEMENT, THE TERMS OF SECTION 12.3 OF THE AGREEMENT SHALL APPLY TO THIS AMENDMENT.

Section 6.10.          RELEASE.  THE BORROWERS EACH HEREBY REPRESENT AND WARRANT THAT AS OF THE DATE OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO THE BORROWERS’ OBLIGATIONS UNDER THE AGREEMENT OR ANY OTHER LOAN DOCUMENT, INCLUDING THIS AMENDMENT.  THE BORROWERS WAIVE AND RELEASE ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE OF THIS AMENDMENT.

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THE BORROWERS INTEND THE ABOVE RELEASE TO COVER, ENCOMPASS, RELEASE, AND EXTINGUISH, INTER ALIA, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION THAT MIGHT OTHERWISE BE RESERVED BY THE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

THE BORROWERS ACKNOWLEDGE THAT THEY MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW KNOWN OR BELIEVED TO BE TRUE WITH RESPECT TO SUCH CLAIMS, DEMANDS, OR CAUSES OF ACTION, AND AGREE THAT THIS AMENDMENT AND THE ABOVE RELEASE ARE AND WILL REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING ANY SUCH DIFFERENCES OR ADDITIONAL FACTS.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the day and year first above written.

Signature Page

CONSENTS AND REAFFIRMATIONS

Each of MEADE INSTRUMENTS EUROPE CORP., a California corporation, and MEADE INSTRUMENTS HOLDINGS CORP., a California corporation, hereby acknowledges the execution of, and consents to, the terms and conditions of that certain Fifteenth Amendment to Amended and Restated Credit Agreement and Limited dated as of June 12, 2008, among MEADE INSTRUMENTS CORP., SIMMONS OUTDOOR CORP., CORONADO INSTRUMENTS, INC. and BANK OF AMERICA, N.A. (the “Creditor”), and reaffirms its obligations under (a) that certain Continuing Guaranty (the “Guaranty”) dated as of September 24, 2001, made by the undersigned in favor of the Creditor, and (b) that certain Security Agreement (the “Security Agreement”) dated as of September, 2001, by and between the undersigned and the Creditor.  Each of the undersigned acknowledges and agrees that each of the Guaranty and the Security Agreement remain in full force and effect and are hereby ratified and confirmed.

Dated as of June 12, 2008.

CONSENTS AND REAFFIRMATIONS

Each of MTSC HOLDINGS, INC., a California corporation (“MTSC”), MC HOLDINGS, INC., a California corporation (“MC HOLDINGS”), and MEADE CORONADO HOLDINGS CORP., a California corporation (“MCHC”), hereby acknowledges the execution of, and consents to, the terms and conditions of that certain Fifteenth Amendment to Amended and Restated Credit Agreement and Limited Consent dated as of June 12, 2008, among MEADE INSTRUMENTS CORP., SIMMONS OUTDOOR CORP., CORONADO INSTRUMENTS, INC. and BANK OF AMERICA, N.A. (“Creditor”), and reaffirms its obligations under that certain Continuing Guaranty (the “Guaranty”) dated as of September 24, 2001 executed in favor of the Creditor and joined by each of the undersigned pursuant to an Instrument of Joinder, dated as of (i) October 25, 2002 with respect to MTSC and MC HOLDINGS, and (ii) December 1, 2004 with respect to MCHC (respectively, the “Instrument”).  Each of the undersigned acknowledges and agrees that each of the Guaranty and Instrument remain in full force and effect and are hereby ratified and confirmed.