Exhibit
10.6.1


FIRST
AMENDMENT


TO


THIRD AMENDED AND
RESTATED CREDIT AGREEMENT


THIS FIRST
AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of
January 4, 2007 by and among MONACO COACH CORPORATION, a Delaware
corporation (“Parent”), ROYALE COACH BY MONACO, INC., an Indiana corporation,
MCC ACQUISITION CORPORATION, a Delaware corporation, OUTDOOR RESORTS OF LAS
VEGAS, INC., a Nevada corporation, OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB,
INC., a California corporation, OUTDOOR RESORTS OF NAPLES, INC., a Florida
corporation, R-VISION HOLDINGS LLC, a Delaware limited liability company,
R-VISION, INC., an Indiana corporation, R-VISION MOTORIZED LLC, an Indiana
limited liability company, BISON MANUFACTURING, LLC, an Indiana limited liability
company, ROADMASTER LLC, an Indiana limited liability company and LA QUINTA MOTORCOACH RESORT, INC., a
California corporation (“La Quinta”)(each of the foregoing parties individually
referred to as “Borrower” and all collectively referred to as “Borrowers”),
each of the financial institutions from time to time listed on Schedule I
attached hereto, as amended from time to time, and U.S. BANK NATIONAL
ASSOCIATION (“U.S. Bank”), as the administrator for the Lenders (in such
capacity, “Administrative Lender”), and BANK OF AMERICA, N.A. as Syndication
Agent.


WHEREAS, the
parties hereto, other than La Quinta, are parties to that certain Third Amended
and Restated Credit Agreement dated November 18, 2005 (“Credit Agreement”)
and desire to amend the Credit Agreement in the manner set forth below.


NOW, THEREFORE, in
consideration of the mutual covenants and promises of the parties contained
herein, Borrowers, Lenders and Administrative Lender hereby agree as follows:


1.             Definitions.  All capitalized terms used herein and not
otherwise defined herein shall have the meaning attributed to them in the
Credit Agreement.


2.             Section 1.1 of the Credit
Agreement.


(a)           The following defined terms are added
to Section 1.1 of the Credit Agreement:


“Covenant EBITDA”
means, (a) as of the end of a fiscal quarter before 2007, EBITDA and
(b) thereafter, Parent’s consolidated net income after taxes for the
twelve months ending with such quarter adjusted as follows:



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plus (A) the sum of the amounts for
such twelve month period included in determining such net income of
(i) interest expense, (ii) income tax expense, (iii) depreciation
expense, (iv) amortization expense and (v) extraordinary non-cash
losses and charges and other non-recurring non-cash losses and
charges; and


less (B) gains on sales of
assets (excluding sales of inventory in the ordinary course of business) and
other extraordinary non-cash gains for such twelve month period;


provided that the calculation of Covenant EBITDA as of the end of the
first three fiscal quarters of 2007 shall be computed by annualizing Parent’s
financial results beginning with the first day of the first fiscal quarter of
Parent’s 2007 fiscal year.


“Covenant Leverage Ratio”
means, as of the end of a fiscal quarter, the ratio of (i) Debt
(exclusive of any Contingent Obligations) as of the end of such quarter to
(ii) Covenant EBITDA.


(b)           The following defined terms are
amended to read as follows:


“Debt Service Coverage
Ratio” means, as of the end of a fiscal quarter, the ratio of
(A) Covenant EBITDA to (B) the sum of the following for the
twelve month period ending with such quarter: (i) Parent’s consolidated
interest expense; (ii) scheduled principal payments of Debt of Parent and
the Subsidiaries; and (iii) cash dividends and distributions paid in
respect of Parent’s Stock.


“EBITDA” means,
as of the end of a fiscal quarter, Parent’s consolidated net income after taxes
for the twelve months ending with such quarter adjusted as follows:


plus (A) the sum of the amounts for
such twelve month period included in determining such net income of
(i) interest expense, (ii) income tax expense, (iii) depreciation
expense, (iv) amortization expense and (v) extraordinary non-cash
losses and charges and other non-recurring non-cash losses and
charges;


less (B) gains on sales of
assets (excluding sales of inventory in the ordinary course of business) and
other extraordinary non-cash gains for such twelve month period; and


plus (C) without duplication
and to the extent deducted in the computation of Parent’s consolidated net
income after taxes for the relevant computation period, the amount of the
one-time pre-tax inventory write-down charge taken in Q3 of 2006, but in no
event more than $3,500,000.



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3.             Section 3.3(b)(i) of the Credit
Agreement.  Section 3.3(b)(i)
of the Credit Agreement is amended in its entirety to read as follows:


(i)            Borrowers
shall, on the last Business Day of each fiscal quarter, beginning April 1,
2006, repay the outstanding principal balance of the Term Loans by making a
payment in the aggregate amount of $1,428,572; and


4.             Section 8.3.  Item (vi) of
Section 8.3 is amended in its entirety to read as follows:


(vi)          a
Borrowing Base Certificate not later than 30 days after and as of the end of
each of Parent’s monthly fiscal periods if (a) the Leverage Ratio as of
the end of Parent’s most recently completed fiscal quarter exceeds 2.00:1 or
(b) the outstanding principal balance of the Revolving Loans at any time
during such quarter exceeds 50% of the Borrowing Base; and


5.             Sections 10.1 and 10.3 of the
Credit Agreement.  Sections 10.1 and 10.3 of the Credit
Agreement are amended in their entirety to read as follows:


10.1        LEVERAGE RATIO


As of
the end of each fiscal quarter, Parent shall maintain a Covenant Leverage Ratio
not greater than the ratio set forth below for such quarter:




	
  Fiscal Quarter

  	
   

  	
  Ratio

  	
   

  
	
  Q4, 2006

  	
   

  	
  4.25:1.00

  	
   

  
	
  Q1, 2007

  	
   

  	
  3.50:1.00

  	
   

  
	
  Q2, 2007

  	
   

  	
  3.00:1.00

  	
   

  
	
  Each quarter thereafter

  	
   

  	
  2.50:1.00

  	
   

  






 


10.3        DEBT SERVICE COVERAGE RATIO


As of
the end of each fiscal quarter , Parent shall maintain a Debt Service Coverage
Ratio greater than  the ratio set forth
below for such quarter:




	
  Fiscal Quarter

  	
   

  	
  Ratio

  	
   

  
	
  Q4, 2006

  	
   

  	
  1.00:1.00

  	
   

  
	
  Q1, 2007

  	
   

  	
  1.00:1.00

  	
   

  
	
  Q2, 2007

  	
   

  	
  1.25:1.00

  	
   

  
	
  Each quarter thereafter

  	
   

  	
  1.50:1.00

  	
   

  






 



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6.             Schedule II to the Credit
Agreement. 
Schedule II to the Credit Agreement is replaced by the Schedule II
attached hereto.


7.             Joinder of La Quinta.  For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, La Quinta hereby
becomes a party to the Credit Agreement with the same force and effect as if it
had been an original signatory to the Credit Agreement.  The term “Borrower” shall apply to La Quinta
and the term “Borrowers” shall include La Quinta.


8.             Amendment Fee.  Upon the execution of this First Amendment,
Borrowers shall pay to Administrative Lender, for the ratable benefit of the
Lenders signing this First Amendment, an amendment fee equal to 0.15% of the
Total Commitments of the Lenders signing this First Amendment.


9.             Effective Date.  This First Amendment shall be effective as of
the date hereof upon (a) execution by Borrowers, Administrative Lender and
the Required Lenders and (b) payment by Borrowers of the fee provided in
Section 6.


10.          Ratification.  Except as otherwise provided in this
First Amendment, all of the provisions of the Credit Agreement are ratified and
confirmed and shall remain in full force and effect.


11.          One Agreement.  The Credit Agreement, as modified by the
provisions of this First Amendment, shall be construed as one agreement.


12.          Counterparts.  This First Amendment may be executed in any
number of counterparts, each of which when executed and delivered shall be
deemed to be an original, and all of which when taken together shall constitute
one and the same agreement.  Delivery of
an executed signature page of this First Amendment by fax or in PDF format by
email shall be effective as delivery of a manually executed counterpart hereof.


INTENTIONALLY LEFT BLANK



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IN
WITNESS WHEREOF, the parties have executed this First Amendment to Third
Amended and Restated Credit Agreement as of the date first above written.


	
  MONACO COACH CORPORATION

  	
   

  	
  ROYALE COACH BY MONACO, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John W.
  Nepute

  	
   

  	
  By:

  	
  /s/ John W. Nepute

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
  OUTDOOR RESORTS
  MOTORCOACH COUNTRY CLUB, INC.

  	
   

  	
  MCC ACQUISITION CORPORATION

  
	
   

  	
   

  	
  By:

  	
  /s/ John W. Nepute

  
	
  By:

  	
  /s/ John W.
  Nepute

  	
   

  	
  Title: 

  	
  Vice President and Treasurer

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OUTDOOR RESORTS
  OF NAPLES, INC.

  	
   

  	
  OUTDOOR RESORTS OF LAS VEGAS, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John W.
  Nepute, Director

  	
   

  	
  By:

  	
  /s/ John W. Nepute

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
  By:

  	
  /s/ Charles J.
  Kimball, Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  R-VISION
  HOLDINGS LLC

  	
   

  	
  R-VISION, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John W.
  Nepute

  	
   

  	
  By:

  	
  /s/ John W. Nepute

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  R-VISION
  MOTORIZED LLC

  	
   

  	
  BISON MANUFACTURING, LLC

  
	
  By: R-Vision,
  Holdings, LLC, its sole manager

  	
   

  	
  By: R-Vision, Holdings, LLC, its sole manager

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John W. Nepute

  	
   

  	
  By:

  	
  /s/ John W. Nepute

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
  ROADMASTER LLC

  	
   

  	
  LA QUINTA MOTORCOACH RESORT, INC.

  
	
  By: R-Vision,
  Holdings, LLC, its sole manager

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Charles J. Kimball

  
	
  By:

  	
  /s/ John W.
  Nepute

  	
   

  	
  Title:

  	
  Secretary

  
	
  Title:

  	
  President

  	
   

  	
   

  
							



 



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  UNION BANK OF CALIFORNIA, N.A.

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephen Sloan

  	
   

  	
  By:

  	
  /s/ Oran Coffin

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
  NATIONAL CITY BANK OF INDIANA

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mike Callas

  	
   

  	
  By:  

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF THE WEST

  	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION 

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Brett German

  	
   

  	
  By:

  	
  /s/ Jonathon Kenney

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President

  
							



 



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SCHEDULE
II


Pricing
Schedule


	
  

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  	
  Level IV

  	
   

  	
  Level V

  	
   

  	
  Level VI

  	
   

  
	
  LIBOR Margin

  	
   

  	
  100

  	
   

  	
  125

  	
   

  	
  150

  	
   

  	
  175

  	
   

  	
  200

  	
   

  	
  250

  	
   

  
	
  Prime Margin

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  25

  	
   

  	
  50

  	
   

  	
  75

  	
   

  
	
  Fee Percentage

  	
   

  	
  20

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  37.5

  	
   

  	
  50

  	
   

  



 


For purposes of
this Pricing Schedule, the following terms have the following meanings:


“Level I” applies on any day if, on such day, the applicable
Leverage Ratio is less than 1.50:1.


“Level II” applies on any day if, on such day, the applicable
Leverage Ratio is equal to or greater than 1.50:1 and less than 2.50:1.


“Level III” applies on any day if, on such day, the
applicable Leverage Ratio is equal to or greater than 2.50:1 and less than
3.00:1.


“Level IV” applies on any day if, on such day, the applicable
Leverage Ratio is equal to or greater than 3.00:1 and less than 3.50:1.


“Level V” applies on any day if, on such day, the applicable
Leverage Ratio is equal to or greater than 3.50:1 and less than 4.00:1.


“Level IV” applies on any day if, on such day, the applicable
Leverage Ratio is 4.00:1 or greater.


For purposes of
this Pricing Schedule, the Leverage Ratio shall be calculated once every
quarter based on the financial information most recently reported by Borrowers’
Agent pursuant to Section 8.3 of the Agreement; provided, however,
that the Leverage Ratio shall not be computed on the financial information most
recently reported by Borrowers’ Agent until the later of the first day of the
month after receipt of such information or five Business Days after the receipt
thereof, and if the most recent report required pursuant to Section 8.3
has not been delivered, or if Administrative Lender reasonably objects to the
accuracy of such report within five Business Days after the receipt thereof,
the next higher Level from the Level then in effect shall apply until such time
as the delinquent report is delivered or Administrative Lender’s objections are
resolved to Administrative Lender’s reasonable satisfaction.  Effective beginning Parent’s fiscal year
2007, Level V shall be the applicable Level until the financial
information for the end of Parent’s Q1, 2007 is provided.



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