**Exhibit10.6.1**

**FIRSTAMENDMENT**

**TO**

**THIRD AMENDED ANDRESTATED CREDIT AGREEMENT**

THIS FIRSTAMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as ofJanuary 4, 2007 by and among MONACO COACH CORPORATION, a Delawarecorporation (“Parent”), ROYALE COACH BY MONACO, INC., an Indiana corporation,MCC ACQUISITION CORPORATION, a Delaware corporation, OUTDOOR RESORTS OF LASVEGAS, INC., a Nevada corporation, OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB,INC., a California corporation, OUTDOOR RESORTS OF NAPLES, INC., a Floridacorporation, R-VISION HOLDINGS LLC, a Delaware limited liability company,R-VISION, INC., an Indiana corporation, R-VISION MOTORIZED LLC, an Indianalimited liability company, BISON MANUFACTURING, LLC, an Indiana limited liabilitycompany, ROADMASTER LLC, an Indiana limited liability company and LA QUINTA MOTORCOACH RESORT, INC., aCalifornia corporation (“La Quinta”)(each of the foregoing parties individuallyreferred to as “Borrower” and all collectively referred to as “Borrowers”),each of the financial institutions from time to time listed on Schedule Iattached hereto, as amended from time to time, and U.S. BANK NATIONALASSOCIATION (“U.S. Bank”), as the administrator for the Lenders (in suchcapacity, “Administrative Lender”), and BANK OF AMERICA, N.A. as SyndicationAgent.

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

NOW, THEREFORE, inconsideration of the mutual covenants and promises of the parties containedherein, Borrowers, Lenders and Administrative Lender hereby agree as follows:

**1.             Definitions.**  All capitalized terms used herein and nototherwise defined herein shall have the meaning attributed to them in theCredit Agreement.

**2.             Section 1.1 of the CreditAgreement.**

(a)           The following defined terms are addedto 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 thetwelve months ending with such quarter adjusted as follows:

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

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

provided that the calculation of Covenant EBITDA as of the end of thefirst three fiscal quarters of 2007 shall be computed by annualizing Parent’sfinancial results beginning with the first day of the first fiscal quarter ofParent’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 areamended to read as follows:

“**Debt Service CoverageRatio**” means, as of the end of a fiscal quarter, the ratio of(A) Covenant EBITDA to (B) the sum of the following for thetwelve month period ending with such quarter: (i) Parent’s consolidatedinterest expense; (ii) scheduled principal payments of Debt of Parent andthe Subsidiaries; and (iii) cash dividends and distributions paid inrespect of Parent’s Stock.

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

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

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

plus (C) without duplicationand to the extent deducted in the computation of Parent’s consolidated netincome after taxes for the relevant computation period, the amount of theone-time pre-tax inventory write-down charge taken in Q3 of 2006, but in noevent more than $3,500,000.

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

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

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

(vi)          aBorrowing Base Certificate not later than 30 days after and as of the end ofeach of Parent’s monthly fiscal periods if (a) the Leverage Ratio as ofthe 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 timeduring such quarter exceeds 50% of the Borrowing Base; and

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

**10.1        LEVERAGE RATIO**

As ofthe end of each fiscal quarter, Parent shall maintain a Covenant Leverage Rationot 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 ofthe end of each fiscal quarter , Parent shall maintain a Debt Service CoverageRatio greater than  the ratio set forthbelow 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 CreditAgreement.** Schedule II to the Credit Agreement is replaced by the Schedule IIattached hereto.

**7.             Joinder of La Quinta.**  For good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, La Quinta herebybecomes a party to the Credit Agreement with the same force and effect as if ithad been an original signatory to the Credit Agreement.  The term “Borrower” shall apply to La Quintaand 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 theLenders signing this First Amendment, an amendment fee equal to 0.15% of theTotal Commitments of the Lenders signing this First Amendment.

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

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

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

**12.          Counterparts.**  This First Amendment may be executed in anynumber of counterparts, each of which when executed and delivered shall bedeemed to be an original, and all of which when taken together shall constituteone and the same agreement.  Delivery ofan executed signature page of this First Amendment by fax or in PDF format byemail shall be effective as delivery of a manually executed counterpart hereof.

***INTENTIONALLY LEFT BLANK***

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INWITNESS WHEREOF, the parties have executed this First Amendment to ThirdAmended 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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**SCHEDULEII**

**PricingSchedule**
|                | ** ** | **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 ofthis Pricing Schedule, the following terms have the following meanings:

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

“**Level II**” applies on any day if, on such day, the applicableLeverage 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, theapplicable Leverage Ratio is equal to or greater than 2.50:1 and less than3.00:1.

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

For purposes ofthis Pricing Schedule, the Leverage Ratio shall be calculated once everyquarter 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 mostrecently reported by Borrowers’ Agent until the later of the first day of themonth after receipt of such information or five Business Days after the receiptthereof, and if the most recent report required pursuant to Section 8.3has not been delivered, or if Administrative Lender reasonably objects to theaccuracy 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 timeas the delinquent report is delivered or Administrative Lender’s objections areresolved to Administrative Lender’s reasonable satisfaction.  Effective beginning Parent’s fiscal year2007, Level V shall be the applicable Level until the financialinformation for the end of Parent’s Q1, 2007 is provided.

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