**Exhibit 10.6.3**

** **

**THIRD AMENDMENT**

**TO**

**THIRD AMENDED ANDRESTATED CREDIT AGREEMENT**

**AND**

**WAIVER OF EVENT OFDEFAULT**

** **

THISTHIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER OFEVENT OF DEFAULT (the “Third Amendment and Waiver”) is entered into as of January 18,2008 by and among MONACO COACH CORPORATION, a Delaware corporation, SIGNATUREMOTORCOACH RESORTS, INC., a Delaware corporation formerly known as MCCAcquisition Corporation (“Signature”), OUTDOOR RESORTS OF LAS VEGAS, INC., aNevada corporation, OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB, INC., a Californiacorporation, NAPLES MOTORCOACH RESORT, INC., a Florida corporation formerlyknown as Outdoor Resorts of Naples, Inc. (“Naples Resorts”), R-VISIONHOLDINGS LLC, a Delaware limited liability company, R-VISION, INC., an Indianacorporation, 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., aCalifornia corporation (each of the foregoing parties individually referred toas “Borrower” and all collectively referred to as “Borrowers”), each of theLenders and U.S. BANK NATIONAL ASSOCIATION, as the Administrative Lender.

 

WHEREAS,Borrowers, Lenders and Administrative Lender are parties to that certain ThirdAmended and Restated Credit Agreement dated November 18, 2005 (aspreviously amended, the “Credit Agreement”);

 

WHEREASRoyale Coach by Monaco, Inc., one of the Borrowers, has been dissolved;

 

WHEREAS,certain Events of Default specified in Section 2 below exist; and

 

WHEREAS,the parties desire to amend Section 10.4 of the Credit Agreement in themanner set forth below;

 

NOW,THEREFORE, in consideration of the mutual covenants and promises of the partiescontained herein, Borrowers, Lenders and Administrative Lender hereby agree asfollows:

 

**1.             Definitions.**  All capitalized terms used herein shall havethe meaning attributed to them in the Credit Agreement.

 

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**2.             Borrowers’ Acknowledgments.  Each**Borrower hereby acknowledgesthe following:  (a) the LoanDocuments are legal, valid and binding obligations of it enforceable against itin accordance with their terms; (b) it has no defense, offset, claim orcounterclaim with respect to any of the Loan Documents or its obligationsthereunder; and (c) as a result of its failure to comply with itsobligations under Section 9.12 of the Credit Agreement in connection withchanging Signature’s name on March 22, 2007 and Naples Resorts’ name on January 22,2007, Events of Default exist (the “Existing Defaults”).  Each Borrower represents and warrants to theLenders and Administrative Lender that no Default exists other than theExisting Defaults.

 

**3.             Waiver. **Lenders hereby waive theExisting Defaults.  This waiver islimited to the Existing Defaults and is not intended to be, and shall not beconstrued as being, a waiver or modification of any other Obligation, norconstrued as a willingness to grant any subsequent waiver of any Obligations.

 

**4.             Release. **In consideration of theforegoing waiver, each Borrower hereby releases, acquits and forever dischargesAdministrative Lender, each Lender, and their respective affiliates,participants, officers, employees, agents, successors and assigns, of and fromany and all claims, demands, damages, liabilities, obligations, actions orcauses of action and unconditionally waives any defense, either at law or inequity, whether known or unknown, arising out of, connected with or in any wayrelated to the Obligations, the Loan Documents or the relationship betweenLenders (or any of them) and any Borrower to and including the date of thisAgreement.

 

**5.             Section 10.4of the Credit Agreement.**  Section 10.4 of the Credit Agreement isamended to add the following sentence to the end of the section:

 

For purposes of this Section 10.4, Tangible Net Worth shall becomputed without regard to any reduction resulting from Parent’s redemptionafter 2007 of up to $30,000,000 of its shares.

 

**6.             Ratification.**  Except as otherwise provided in this ThirdAmendment and Waiver, all of the provisions of the Credit Agreement areratified and confirmed and shall remain in full force and effect.

 

**7.             One Agreement.**  The Credit Agreement, as modified by theprovisions of this Third Amendment and Waiver, shall be construed as oneagreement.

 

**8.             Miscellaneous.**

 

8.1           This Third Amendment and Waiver maybe executed in any number of counterparts, each of which when executed anddelivered shall be deemed to be an original, and all of which when takentogether shall constitute one and the same agreement.  Delivery of an executed signature page ofthis Third Amendment and Waiver by fax or in PDF format by email shall beeffective as delivery of a manually executed counterpart hereof.

 

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8.2           EACH OF BORROWERS, ADMINISTRATIVELENDER AND LENDERS HEREBY:  (A) SUBMITSTO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF OREGON AND THEFEDERAL COURTS OF THE UNITED STATES FOR THE DISTRICT OF OREGON FOR THE PURPOSEOF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOANDOCUMENTS, INCLUDING, WITHOUT LIMITATION, THIS THIRD AMENDMENT AND WAIVER; (B) AGREESTHAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARDAND DETERMINED IN SUCH COURTS; (C) IRREVOCABLY WAIVES (TO THE FULL EXTENTPERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVETO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THEFOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDINGIN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; AND (D) AGREESTHAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BEENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNERPERMITTED BY LAW.

 

8.3           EACH OF BORROWERS, ADMINISTRATIVELENDER AND LENDERS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBYIRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING,COUNTERCLAIM OR OTHER LITIGATION IN ANY WAY ARISING OUT OF OR RELATING TO THISTHIRD AMENDMENT AND WAIVER, ANY OTHER OF THE LOAN DOCUMENTS OR ANY OF THETRANSACTIONS OR EVENTS REFERENCED HEREIN OR THEREIN OR CONTEMPLATED HEREBY ORTHEREBY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENTAMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO ANY OF THE LOANDOCUMENTS.  A COPY OF THIS SECTION MAY BEFILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER OF THE RIGHT TO TRIAL BYJURY AND THE CONSENT TO TRIAL BY COURT.

 

8.4           This Third Amendment and Waiver shallbe governed by and construed in accordance with the laws of the State ofOregon, without regard to the conflicts of laws provisions thereof.

 

 

 

**[INTENTIONALLY LEFT BLANK]**

** **

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IN WITNESS WHEREOF, Borrowers, Lenders and Administrative Lender haveexecuted this Third Amendment and Waiver as of the date first above written.

 

 
|                                           |                           |                                         | MONACO COACH  CORPORATION |
|------------------------------------------------|--------------------------------|----------------------------------------------|---------------------------|
|                                           |                           |                                         |                      |   |
|                                           |                           |                                         | By:                       | /s/: P. Martin  Daley |
|                                           |                           |                                         | Title:                    | VP/CFO/Treasurer |
|                                           |                           |                                         |                      |   |
|                                           |                           |                                         |                      |   |
| OUTDOOR RESORTS MOTORCOACH  COUNTRY CLUB, INC. |                           | SIGNATURE  MOTORCOACH RESORTS, INC.          |
|                                           |                           |                                         |                      |   |
| By:                                            | /s/: P. Martin Daley           |                                         | By:                       | /s/: John Nepute |
| Title:                                         | VP/CFO/Treasurer and  Director |                                         | Title:                    | VP/Treasurer |
|                                           |                           |                                         |                      |   |
|                                           |                           |                                         |                      |   |
| NAPLES MOTORCOACH  RESORT, INC.                |                           | OUTDOOR RESORTS  OF LAS VEGAS, INC.          |
|                                           |                           |                                         |                      |   |
| By                                             | /s/: P. Martin Daley           |                                         | By:                       | /s/: P. Martin  Daley |
| Title:                                         | VP/CFO/Treasurer and  Director |                                         | Title:                    | VP/CFO/Treasurer  and Director |
|                                           |                           |                                         |                      |   |
|                                           |                           |                                         |                      |   |
| R-VISION HOLDINGS LLC                          |                           | R-VISION, INC.                               |
|                                           |                           |                                         |                      |   |
| By:                                            | /s/: P. Martin Daley           |                                         | By:                       | /s/: P. Martin  Daley |
| Title:                                         | VP/Treasurer                   |                                         | Title:                    | VP/Treasurer |
|                                           |                           |                                         |                      |   |
|                                           |                           |                                         |                      |   |
| R-VISION MOTORIZED LLC                         |                           | BISON  MANUFACTURING, LLC                    |
| By:  R-Vision Holdings LLC, its manager   |                           | By:  R-Vision Holdings LLC, its manager |
|                                           |                           |                                         |                      |   |
| By:                                            | /s/: P. Martin Daley           |                                         | By:                       | /s/: P. Martin  Daley |
| Title:                                         | VP/Treasurer                   |                                         | Title:                    | VP/Treasurer |

 

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| ROADMASTER LLC                                  |                    | LA QUINTA MOTORCOACH RESORT, INC.       |
|-------------------------------------------------|-------------------------|-----------------------------------------|
| By:  R-Vision Holdings LLC, its manager    |                    |                                    |   |
|                                            |                    |                                    |   |   |
| By:                                             | /s/: P. Martin Daley    |                                    | By: | /s/: P. Martin  Daley |
| Title:                                          | VP/Treasurer            |                                    | Title: | VP/CFO/Treasurer  and Director |
|                                            |                    |                                    |   |   |
|                                            |                    |                                    |   |   |
| UNION BANK OF CALIFORNIA,  N.A.                 |                    | U.S. BANK  NATIONAL ASSOCIATION         |
|                                            |                    |                                    |   |   |
| By:                                             | /s/:  Steve 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: | /s/:  Eric Eidler |
| Title:                                          | Vice President          |                                    | Title: | Vice President |
|                                            |                    |                                    |   |   |
|                                            |                    |                                    |   |   |
| BANK OF THE WEST                                |                    | WELLS FARGO  BANK, NATIONAL ASSOCIATION |
|                                            |                    |                                    |   |
| By:                                             | /s/:  Brett German |                                    | By: | /s/:  Jon Kenney |
| Title:                                          | Vice President          |                                    | Title: | Vice President |
|                                            |                    |                                    |   |   |
|                                            |                    |                                    |   |   |
| GE COMMERCIAL DISTRIBUTION  FINANCE CORPORATION |                    |                                    |   |
|                                            |                    |                                    |   |   |
| By:                                             | /s/:  J. Wood      |                                    |   |   |
| Title:                                          | Credit Director         |                                    |   |   |

 

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