**Exhibit 10.6.2**

** **

**SECOND AMENDMENT**

**TO**

**THIRD AMENDED ANDRESTATED CREDIT AGREEMENT**

** **

THISSECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered intoas of January 17, 2008 by and among Borrowers and Administrative Lender (onbehalf of itself and the Lenders).

 

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”) and desire to amend the CreditAgreement in the manner set forth below;

 

NOW,THEREFORE, in consideration of the mutual covenants and promises of the partiescontained herein, Borrowers and Administrative Lender (on behalf of itself andthe Lenders) hereby agree as follows:

 

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

 

**2.             Section 9.2of the Credit Agreement.**  Section 9.2 of the Credit Agreement isamended to re-letter subsections (j) and (k) as subsections (k) and(l), and to add the following new subsection (j):

 

(j)            guaranties ofobligations of Custom Chassis Products LLC not to exceed an aggregate of$5,000,000 outstanding at any time;

 

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

 

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

 

**5.             Counterparts.**  This Second 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 Second Amendment by fax or in PDFformat by email shall be effective as delivery of a manually executedcounterpart hereof.

 

**[INTENTIONALLY LEFT BLANK]**

** **

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IN WITNESS WHEREOF, Borrowers and Administrative Lender (on behalf ofitself and the Lenders) have executed this Second Amendment to Third Amendedand Restated Credit Agreement as of the date first above written.

 
| MONACO  COACH CORPORATION                              | SIGNATURE  MOTORCOACH RESORTS, INC.    |
|-------------------------------------------------------------|-------------------------------------------------------|
|                                                        |                                                  |
|                                                        |                                                  |
| By:                                                         | /s/:  P. Martin Daley                                 |   | By: | /s/:  John Nepute |
| Title:  VP/CFO/Treasurer                                    | Title:  VP/Treasurer                                  |
|                                                        |                                                  |
| OUTDOOR  RESORTS MOTORCOACH  COUNTRY CLUB, 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                 |
|                                                        |                                                  |
| NAPLES MOTORCOACH  RESORT, INC.              | R-VISION, INC.                              |
|                                                        |                                                  |
|                                                        |                                                  |
| By:                                                         | /s/: P. Martin Daley                                  |   | By: | /s/: P. Martin Daley |
| Title: VP/CFO/Treasurer  and Director                       | Title: VP/Treasurer                                   |
|                                                        |                                                  |
| R-VISION HOLDINGS  LLC                                 | BISON MANUFACTURING,  LLC              |
|                                                        | By:                                                   | R-Vision Holdings LLC,  its manager |
|                                                        |                                                  |
| By:                                                         | /s/: P. Martin Daley                                  |   | By: | /s/: P. Martin Daley |
| Title: VP/Treasurer                                         | Title: VP/Treasurer                                   |
|                                                        |                                                  |
| R-VISION  MOTORIZED 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                 |
|                                                        |                                                  |
| ROADMASTER  LLC  By:                                   | U.S.  BANK NATIONAL ASSOCIATION                       |
| By:                                                         | R-Vision  Holdings LLC, its manager                   |   |
|                                                        |                                                  |
| By:                                                         | /s/:  P. Martin Daley                                 |   | By: | /s/:  Oran Coffin |
| Title:  VP/Treasurer                                        | Title:  Vice President                                |
|                                                             |                                                       |  |  |  |  |  |

 

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