exhibit10_2.htm


    Exhibit 10.2

    FINANCING
AGREEMENT

     

    Dated
as of November 6, 2008

     

    by
and among

     

    MONACO
COACH CORPORATION,

     

    EACH
SUBSIDIARY OF MONACO COACH CORPORATION

     

    LISTED
AS A BORROWER ON THE SIGNATURE PAGES HERETO,

     

    as
Borrowers,

     

    


     

    AND
EACH SUBSIDIARY OF MONACO COACH CORPORATION LISTED AS A GUARANTOR ON THE
SIGNATURE PAGES HERETO,

     

    as
Guarantors,

     

    


     

    THE
LENDERS FROM TIME TO TIME PARTY HERETO,

     

    as
Lenders,

     

    ABLECO
FINANCE LLC,

     

    as
Collateral Agent

     

    and

     

    as
Administrative Agent

     

    



    
      
         

      

      
         


        
          

        

      

      
        
        

      

    


    TABLE OF
CONTENTS

     

     

    
      	
               
      

            	
              ARTICLE I DEFINITIONS; CERTAIN
      TERMS

            


    

    
      	
               
      

            	
              Section 1.01 Definitions
  

            


    

    
      	
               
      

            	
              Section 1.02 Terms Generally
  

            


    

    
      	
               
      

            	
              Section 1.03 Accounting and Other Terms
      

            


    

    
      	
               
      

            	
              Section 1.04 Time References
  

            


    

     

    
      	
               
      

            	
              ARTICLE II THE
      LOANS

            


    

    
      	
               
      

            	
              Section 2.01 Commitments
  

            


    

    
      	
               
      

            	
              Section 2.02 Making the Term Loan
  

            


    

    
      	
               
      

            	
              Section 2.03 Repayment of Term Loan; Evidence of Debt
      

            


    

    
      	
               
      

            	
              Section 2.04 Interest


            


    

    
      	
               
      

            	
              Section 2.05 Termination of Total Commitment;
      Prepayment of Term Loan 

            


    

    
      	
               
      

            	
              Section 2.06 Fees 

            
	 	

              Section 2.07 Securitization
  

            


    

    
    

    
      	
               
      

            	
              Section 2.08 Taxes 

            
	 	

              Section 2.09 LIBOR Option
  

            


    

    
    

    
      	
               
      

            	
              Section 2.10 Exercise of LIBOR Option
    

            


    

    
      	
               
      

            	
              Section 2.11 Funding Losses
  

            


    

    
      	
               
      

            	
              Section 2.12 Changes in Law; Impracticability or
      Illegality 

            


    

    
      	
               
      

            	
              Section 2.13 No Requirement to Match Fund
      

            


    

    
       

      
        	
                 
      

              	
                ARTICLE III INTENTIONALLY
      OMITTED

              


      

    

    
    

     

    
      	
               
      

            	
              ARTICLE IV FEES, PAYMENTS AND OTHER
      COMPENSATION

            


    

    
    

    
      	
               
      

            	
              

                Section 4.01 Audit and Collateral Monitoring Fees
      

              

            


    

    
      	 	

              Section 4.02 Payments; Computations and Statements
      

            
	
               
      

            	
              Section 4.03 Sharing of Payments; Defaulting Lender
      

            


    

    
      	
               
      

            	
              Section 4.04 Apportionment of Payments
      

            


    

    
      	
               
      

            	
              Section 4.05 Increased Costs and Reduced Return
      

            


    

    
      	
               
      

            	
              Section 4.06 Joint and Several Liability of the
      Borrowers 

            


    

     

    
      	
               
      

            	
              ARTICLE V CONDITIONS TO
      LOANS

            


    

    
      	
               
      

            	
              Section 5.01 Conditions Precedent to Effectiveness
      

            


    

    
      	
               
      

            	
              Section 5.02 Conditions Subsequent to Effectiveness
      

            


    

     

    
      	
               
      

            	
              ARTICLE VI REPRESENTATIONS AND
      WARRANTIES

            


    

    
      	
               
      

            	
              Section 6.01 Representations and
      Warranties

            


    

     

    
      	
               
      

            	
              ARTICLE VII COVENANTS OF THE LOAN
      PARTIES

            


    

    
      	
               
      

            	
              Section 7.01 Affirmative Covenants
  

            


    

    
      	
               
      

            	
              Section 7.02 Negative Covenants
  

            


    

    
      	
               
      

            	
              Section 7.03 Financial Covenants
  

            


    

     

     

    
      
         

      

      
        
        

        
          

        

      

      
        Table of Contents

      

    

    
      	
               
      

            	
              ARTICLE VIII MANAGEMENT, COLLECTION AND
      STATUS OF ACCOUNTS RECEIVABLE AND OTHER
      COLLATERAL

            


    

    
      	
               
      

            	
              Section 8.01 Collection of Accounts Receivable;
      Management of Collateral

            


    

    
      	
               
      

            	
              Section 8.02 Accounts Receivable Documentation
      

            


    

    
      	
               
      

            	
              Section 8.03 Status of Accounts Receivable and Other
      Collateral 

            


    

    
      	
               
      

            	
              Section 8.04 Collateral Custodian
  

            
	 	 


    

     

    
      
        	
                 
      

              	
                

                  ARTICLE IX EVENTS OF
      DEFAULT

                

              


      

      
        	 	

                Section 9.01 Events of Default
  

              


      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
      

       

    

    
      	
               
      

            	
              ARTICLE X
      AGENTS

            


    

    
      	
               
      

            	
              Section 10.01 Appointment
  

            


    

    
      	
               
      

            	
              Section 10.02 Nature of Duties
  

            


    

    
      	
               
      

            	
              Section 10.03 Rights, Exculpation,
      Etc

            


    

    
      	
               
      

            	
              Section 10.04 Reliance


            


    

    
      	
               
      

            	
              Section 10.05 Indemnification 

            
	 	

              Section 10.06 Agents Individually
  

            
	 	

              Section 10.07 Successor Agent
  

            


    

    
    

    
    

    
      	
               
      

            	
              Section 10.08 Collateral Matters
  

            


    

    
      	
               
      

            	
              Section 10.09 Agency for Perfection
    

            


    

    
      	
               
      

            	
              Section 10.10 No Reliance on any Agent's Customer
      Identification Program 

            


    

    
      	
               
      

            	
              Section 10.11 Intercreditor Agreement
      

            


    

     

    
      	
               
      

            	
              ARTICLE XI
      GUARANTY

            


    

    
      	
               
      

            	
              Section 11.01 Guaranty 

            
	 	

              Section 11.02 Guaranty Absolute
  

            


    

    
    

    
      	
               
      

            	
              Section 11.03 Waiver 

            
	 	

              Section 11.04 Continuing Guaranty; Assignments
      

            


    

    
    

    
      	
               
      

            	
              Section 11.05 Subrogation
  

            


    

     

    
      	
               
      

            	
              ARTICLE XII
      MISCELLANEOUS

            


    

    
      	
               
      

            	
              Section 12.01 Notices, Etc
  

            


    

    
      	
               
      

            	
              Section 12.02 Amendments, Etc
  

            


    

    
      	
               
      

            	
              Section 12.03 No Waiver; Remedies,
      Etc

            


    

    
      	
               
      

            	
              Section 12.04 Expenses; Taxes; Attorneys' Fees
      

            


    

    
      	
               
      

            	
              Section 12.05 Right of Set-off
  

            


    

    
      	
               
      

            	
              Section 12.06 Severability
  

            


    

    
      	
               
      

            	
              Section 12.07 Assignments and
      Participations

            


    

    
      	
               
      

            	
              Section 12.08 Counterparts 

            
	 	

              Section 12.09 GOVERNING LAW
  

            


    

    
    

    
      	
               
      

            	
              Section 12.10 CONSENT TO JURISDICTION; SERVICE OF
      PROCESS AND VENUE 

            


    

    
    

    
      	 	

              Section 12.11 WAIVER OF JURY TRIAL, ETC
      

            
	
               
      

            	
              Section 12.12 Consent by the Agents and Lenders
      

            


    

    
      	
               
      

            	
              Section 12.13 No Party Deemed Drafter
      

            


    

    
      	
               
      

            	
              Section 12.14 Reinstatement; Certain Payments
      

            


    

    
      	
               
      

            	
              Section 12.15 Indemnification
  

            


    

    
      	
               
      

            	
              Section 12.16 Monaco as Agent for Borrowers
      

            


    

    
      	
               
      

            	
              Section 12.17 Records


            


    

    
      	
               
      

            	
              Section 12.18 Binding Effect
  

            


    

    
      	
               
      

            	
              Section 12.19 Interest


            


    

    
      	
               
      

            	
              Section 12.20 Confidentiality
  

            


    

    
      	
               
      

            	
              Section 12.21 Public Disclosure
  

            


    

    
      	
               
      

            	
              Section 12.22 Integration
  

            


    

    
      	
               
      

            	
              Section 12.23 USA PATRIOT Act
  

            


    

     

     

    
      
         

      

      
        
        

        
          

        

      

      
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              ARTICLE XIII ISSUANCE OF EQUITY INTERESTS
      TO HOLDCO

            


    

    
      	
               
      

            	
              Section 13.01 Authorization and Issuance of Warrants
      

            


    

    
      	
               
      

            	
              Section 13.02 Securities Act Matters
    

            


    

    



    
      
         

      

      
         


        
          

        

      

      
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    SCHEDULES

     

    
      	
              Schedule 1.01(A)

            	 	
              Commitments

            
	Schedule 1.01(H)	 	Resort Property Lot Covenants
	
              Schedule 1.01(I)

            	 	
              Historical Consolidated
  EBITDA

            


    

    


     

    EXHIBITS

     

    
      	
              Exhibit
      A

            	 
      	
              Form
      of Security Agreement

            
	Exhibit
      B	 	Form
      of Notice of Borrowing
	
              Exhibit
      C

            	 
      	
              Form
      of LIBOR Notice

            
	
              Exhibit
      D

            	 
      	
              Form
      of Assignment and Acceptance

            


    

    


    
      
        
           

        

        
           


          
            

          

        

        
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    FINANCING
AGREEMENT

     

    Financing
Agreement, dated as of November 6, 2008, by and among MONACO COACH CORPORATION,
a Delaware corporation ("Monaco"), each
subsidiary of Monaco listed as a "Borrower" on the
signature pages hereto (together with Monaco, each a "Borrower" and
collectively, the "Borrowers"), each
subsidiary of Monaco listed as a "Guarantor" on the
signature pages hereto (together with each other Person that becomes a
"Guarantor" hereunder or otherwise guaranties all or any part of the Obligations
(as hereinafter defined), each a "Guarantor" and
collectively, the "Guarantors"), the
lenders from time to time party hereto (each a "Lender" and
collectively, the "Lenders"), ABLECO
FINANCE LLC, a Delaware limited liability company ("Ableco"), as
collateral agent for the Lenders (in such capacity, the "Collateral Agent"),
and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"
and together with the Collateral Agent, each an "Agent" and
collectively, the "Agents").

     

    


    RECITALS

     

    The
Borrowers have asked the Lenders to extend credit to the Borrowers consisting of
a term loan in the aggregate principal amount of $39,300,000.  The
proceeds of the term loan shall be used to refinance a portion of the existing
indebtedness of the Borrowers and the Guarantors, for general corporate and
working capital purposes of the Borrowers and to pay fees and expenses related
to this Agreement.  The Lenders are severally, and not jointly,
willing to extend such credit to the Borrowers subject to the terms and
conditions hereinafter set forth.

     

    In
consideration of the premises and the covenants and agreements contained herein,
the parties hereto agree as follows:

     

    ARTICLE I

     

    


     

    DEFINITIONS;
CERTAIN TERMS

     

    Section
1.01 Definitions.  As used in this Agreement,
the following terms shall have the respective meanings indicated below, such
meanings to be applicable equally to both the singular and plural forms of such
terms:

     

    "Ableco" has the
meaning specified therefor in the preamble hereto.

     

    "Account Debtor" means
each debtor, customer or obligor in any way obligated on or in connection with
any Account Receivable.

     

    "Account Receivable"
means, with respect to any Person, any and all rights of such Person to payment
for goods sold and/or services rendered, including accounts, general intangibles
and any and all such rights evidenced by chattel paper, instruments or
documents, whether due or to become due and whether or not earned by
performance, and whether now or hereafter acquired or arising in the future, and
any Proceeds arising therefrom or relating thereto.

     

    "Action" has the
meaning specified therefor in Section
12.12.

     

    


    
      
        
           

        

        
           


          
            

          

        

        
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    "Additional Amount"
has the meaning specified therefor in Section
2.08(a).

     

    "Administrative Agent"
has the meaning specified therefor in the preamble hereto.

     

    "Administrative Agent's
Account" means an account at a bank designated by the Administrative
Agent from time to time as the account into which the Loan Parties shall make
all payments to the Administrative Agent for the benefit of the Agents and the
Lenders under this Agreement and the other Loan Documents.

     

    "Administrative
Borrower" has the meaning specified therefor in Section 12.16.

     

    "Affiliate" means,
with respect to any Person, any other Person that directly or indirectly through
one or more intermediaries, controls, is controlled by, or is under common
control with, such Person or that is a director, officer, manager or partner of
such Person.  For purposes of this definition, "control" of a Person
means the power, directly or indirectly, either to (a) vote 10% or more of the
Equity Interests having ordinary voting power for the election of members of the
Board of Directors of such Person or (b) direct or cause the direction of the
management and policies of such Person whether by contract or
otherwise.  Notwithstanding anything herein to the contrary, in no
event shall any Agent or any Lender be considered an "Affiliate" of any Loan
Party.

     

    "After Acquired
Property" has the meaning specified therefor in Section 7.01(o).

     

    "Agent" has the
meaning specified therefor in the preamble hereto.

     

    "Agreement" means this
Financing Agreement, including all amendments, modifications and supplements and
any exhibits or schedules to any of the foregoing, and shall refer to the
Agreement as the same may be in effect at the time such reference becomes
operative.

     

    "Anti-Terrorism Laws"
means any laws relating to terrorism or money laundering, including, without
limitation, (i) the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956
and 1957), (ii) the Bank Secrecy Act, as amended by the USA PATRIOT Act, (iii)
the laws, regulations and Executive Orders administered by the United States
Department of Treasury's Office of Foreign Assets Control, (iv) any law
prohibiting or directed against terrorist activities or the financing of
terrorist activities (e.g., 18 U.S.C. §§ 2339A and 2339B), or (v) any
similar laws enacted in the United States or any other jurisdictions in which
the parties to this agreement operate, as any of the foregoing laws may from
time to time be amended, renewed, extended, or replaced, and all other present
and future legal requirements of any Governmental Authority governing,
addressing, relating to, or attempting to eliminate, terrorist acts and acts of
war and any regulations promulgated pursuant thereto.

     

    "Applicable Margin"
means (i) in the case of Reference Rate Loans, 8.50% and (ii) in the case
of LIBOR Rate Loans, 9.50%.

     

    "Applicable PIK
Margin" means 3.25%.

     

    


    
      
        
           

        

        
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    "Applicable Prepayment
Premium" means, as of any date of determination, (i) during the period of
time from and after the Effective Date up to and including the date that is the
first anniversary of the Effective Date, an amount equal to 5.0% times the principal amount of
the Term Loan repaid on the date of determination, (ii) during the period of
time after the date that is the first anniversary of the Effective Date up to
and including the date that is the second anniversary of the Effective Date, an
amount equal to 3.0% times the principal amount of
the Term Loan repaid on the date of determination, (iii) during the period of
time after the date that is the second anniversary of the Effective Date up to
and including the date that is the third anniversary of the Effective Date, an
amount equal to 2.0% times the principal amount of
the Term Loan repaid on the date of determination, and (iv) during the period of
time after the date that is the third anniversary of the Effective Date up to
and including the date immediately prior to the Final Maturity Date,
0%.

     

    "Approved Dealer Financing
Agreements" means agreements entered into by a Loan Party in the ordinary
course of business with financial institutions providing floor-plan financing to
customers who purchase finished goods inventory of any such Loan Party, and the
terms of which agreements (including repurchase obligations) are both customary
in the recreational vehicle industry and are no less favorable in all material
respects to any such Loan Party than those in effect as of the date
hereof.

     

    "Assignment and
Acceptance" means an assignment and acceptance entered into by an
assigning Lender and an assignee, and accepted by the Collateral Agent, in
accordance with Section 12.07 hereof and
substantially in the form of Exhibit D hereto or such other form acceptable to
the Collateral Agent.

     

    "Authorized Officer"
means, with respect to any Person, the chief executive officer, chief financial
officer, president or vice president of such Person.

     

    "Availability" has the
meaning specified therefor in the Working Capital Credit Agreement, as in effect
on the date hereof.

     

    "Availability Reserve"
means, at all times, a reserve in the amount of $5,000,000 instituted by the
Working Capital Agent against the Working Capital Borrowing Base, as more fully
set forth in the Intercreditor Agreement and which shall not be released or
reduced by the Working Capital Agent without the prior written consent of the
Lenders.

     

    "Bankruptcy Code"
means the United States Bankruptcy Code (11 U.S.C. § 101, et seq.), as amended,
and any successor statute.

     

    "Board" means the
Board of Governors of the Federal Reserve System of the United
States.

     

    "Board of Directors"
means, (a) with respect to any corporation, the board of directors of the
corporation or any committee thereof duly authorized to act on behalf of such
board, (b) with respect to a partnership, the board of directors of the general
partner of the partnership, (c) with respect to a limited liability company, the
managing member or members or any controlling committee or board of directors of
such company or the sole member or the managing
member thereof, and (d) with respect to any other Person, the board or committee
of such Person serving a similar function.

     

    


    
      
        
           

        

        
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    "Borrower" has the
meaning specified therefor in the preamble hereto.

     

    "Business Day" means
(a) any day other than a Saturday, Sunday or other day on which commercial banks
in New York City are authorized or required to close, and (b) with respect to
the borrowing, payment or continuation of, or determination of interest rate on,
LIBOR Rate Loans, any day that is a Business Day described in clause (a) above
and on which dealings in Dollars may be carried on in the interbank eurodollar
markets in New York City and London.

     

    "Capital Expenditures"
means, with respect to any Person for any period, the sum of (a) the
aggregate of all expenditures (including capitalized software costs) by such
Person and its Subsidiaries during such period that in accordance with GAAP are
or should be included in "property, plant and equipment " or in a similar fixed
asset account on its balance sheet, whether such expenditures are paid in cash
or financed and including all Capitalized Lease Obligations paid or payable
during such period, and (b) to the extent not covered by clause (a) above,
the aggregate of all expenditures by such Person and its Subsidiaries during
such period to acquire by purchase or otherwise the business or fixed assets of,
or the Equity Interests of, any other Person.

     

    "Capitalized Lease"
means, with respect to any Person, any lease of real or personal property by
such Person as lessee which is (a) required under GAAP to be capitalized on
the balance sheet of such Person or (b) a transaction of a type commonly
known as a "synthetic lease" (i.e., a lease
transaction that is treated as an operating lease for accounting purposes but
with respect to which payments of rent are intended to be treated as payments of
principal and interest on a loan for Federal income tax purposes).

     

    "Capitalized Lease
Obligations" means, with respect to any Person, obligations of such
Person and its Subsidiaries under Capitalized Leases, and, for purposes hereof,
the amount of any such obligation shall be the capitalized amount thereof
determined in accordance with GAAP.

     

    "Cash and Cash
Equivalents" means all cash and any presently existing or hereafter
arising deposit account balances, certificates of deposit or other financial
instruments properly classified as cash equivalents under GAAP.

     

    "Cash Collateral
Account" means an interest bearing deposit or securities account of the
Loan Parties in respect of which a Loan Party shall be required to deposit Cash
and Cash Equivalents and over which the Collateral Agent shall have "control"
(as defined in the Uniform Commercial Code) pursuant to a Cash Management
Agreement.

     

    "Cash Management
Accounts" means those bank accounts of each Loan Party (other than
accounts specifically and exclusively used for payroll, payroll taxes and other
employee wage and benefit payments to or for the benefit of any Loan Party's
employees) maintained at one or more Cash Management Banks listed on Schedule
8.01 to the Disclosure Letter.

     

    


    
      
        
           

        

        
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    "Cash Management
Agreements" means those certain deposit account control agreements or
securities account control agreements, in form and substance reasonably
satisfactory to the Agents, each of which is among the Collateral Agent, the
Working Capital Agent and one of the Cash Management Banks.

     

    "Cash Management Bank"
has the meaning specified therefor in Section
8.01(a).

     

    "CCP Joint Venture"
means the interests, rights and obligations of Monaco in connection with
ownership of its Equity Interests in Custom Chassis Products, LLC, a Delaware
limited liability company, pursuant to the terms of the CCP Joint Venture
Related Agreements.

     

    "CCP Joint Venture
Agreement" means that certain Joint Venture Agreement, dated as of
January 24, 2007, between International Truck and Engine Corporation,
International Truck and Engine Investments Corporation and Monaco.

     

    "CCP Joint Venture Related
Agreements" mean each of the  agreements and other documents
executed in connection with CCP Joint Venture (including, without limitation,
the CCP Joint Venture Agreement) identified on Schedule 1.01(E) to the
Disclosure Letter as in effect on the date hereof.

     

    "Certificate of Title"
shall mean any certificates of title, certificates of ownership or any other
registration certificates issued under the laws of any State or Commonwealth of
the United States or any political subdivision thereof with respect to motor
vehicles or other vehicles.

     

    "Change in Law" has
the meaning specified therefor in Section
4.05(a).

     

    "Change of Control"
means each occurrence of any of the following:

     

    (a)           the
acquisition, directly or indirectly, by any person or group (within the meaning
of Section 13(d)(3) of the Exchange Act) of beneficial ownership of 33% or
more of the aggregate outstanding voting power of the Equity Interests of
Monaco;

     

    (b)           during
any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors of Monaco (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the shareholders of Monaco was approved by a vote of at least a
majority the directors of Monaco then still in office who were either directors
at the beginning of such period, or whose election or nomination for election
was previously approved) cease for any reason to constitute a majority of the
Board of Directors of Monaco;

     

    (c)           Except
in a transaction permitted under Section 7.02(c), Monaco shall cease to have
beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of
100% of the aggregate voting power of the Equity Interests of each other Loan
Party, free and clear of all Liens (other than any Liens securing the
Obligations hereunder and any Liens permitted hereunder to secure the Working
Capital Indebtedness);

     

    


    
      
        
           

        

        
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    (d)           Except
in a transaction permitted under Section 7.02(c)(i), (i) any Loan Party
consolidates or amalgamates with or merges into another entity or conveys,
transfers or leases all or substantially all of its property and assets to
another Person, or (ii) any entity consolidates or amalgamates with or
merges into any Loan Party in a transaction pursuant to which the outstanding
voting Equity Interests of such Loan Party is reclassified or changed into or
exchanged for cash, securities or other property, other than any such
transaction described in this clause (ii) in which either (A) in the case
of any such transaction involving Monaco, no person or group (within the meaning
of Section 13(d)(3) of the Exchange Act) has, directly or indirectly, acquired
beneficial ownership of 33% or more of the aggregate outstanding voting Equity
Interests of Monaco or (B) in the case of any such transaction involving a
Loan Party other than Monaco, Monaco has beneficial ownership of 100% of the
aggregate voting power of all Equity Interests of the resulting, surviving or
transferee entity;

     

    (e)           either
(i) Kay L. Toolson or (ii) John Nepute shall cease to be involved in the day to
day operations and management of the business of the Monaco, and a successor
reasonably acceptable to the Collateral Agent and the Required Lenders is not
appointed on terms reasonably acceptable to the Collateral Agent and the
Required Lenders within 90 days of such cessation of involvement;

     

    (f)           a
"Change of Control" (or any comparable term or provision) under or with respect
to any of Subordinated Indebtedness of any Loan Party; or

     

    (f)           a
"Change of Control" (or any comparable term or provision) under or with respect
to any of the Equity Interests or the Working Capital Indebtedness of any Loan
Party.

     

    "Collateral" means all
of the property and assets and all interests therein and Proceeds thereof now
owned or hereafter acquired by any Person upon which a Lien is granted or
purported to be granted by such Person as security for all or any part of the
Obligations.

     

    "Collateral Access
Agreement" means any agreement of any lessor, warehouseman, processor,
packer, consignee or other Person in possession of, having a Lien upon or having
rights or interests in, any of the Collateral in favor of the Collateral Agent,
in form and substance satisfactory to the Collateral Agent, waiving Liens or
certain other rights or interests that such Person may hold in regard to the
property of any of the Loan Parties and providing the Collateral Agent access to
its Collateral.

     

    "Collateral Agent" has
the meaning specified therefor in the preamble hereto.

     

    "Collateral Agent
Advances" has the meaning specified therefor in Section 10.08(a).

     

    "Combined Real
Property" means real property which constitutes both Designated Real
Property and Resort Property Lots.

     

    "Commitments" means,
with respect to each Lender, such Lender's Term Loan Commitment.

     

    


    
      
        
           

        

        
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    "Common Stock" means
the Common Stock of Monaco, $0.01 par value.

     

    "Consolidated EBITDA"
means, with respect to any Person for any period, (a) the Consolidated Net
Income of such Person and its Subsidiaries for such period, plus (b) without
duplication, the sum of the following amounts of such Person and its
Subsidiaries for such period and to the extent deducted in determining
Consolidated Net Income of such Person for such
period:  (i) Consolidated Net Interest Expense, (ii) income
tax expense, (iii) depreciation expense, (iv) amortization expense,
(v) losses arising from the sale of capital assets, (vi) non-cash equity-based
compensation expenses, (vii) extraordinary non-cash losses and charges and other
non-recurring non-cash losses and charges, minus (c) without
duplication the sum of the following amounts of such Person and its Subsidiaries
for such period to the extent included in the calculation of Consolidated Net
Income of such Person and its Subsidiaries for such period:  (i) gains
arising from the sale of capital assets, (ii) gains arising from the write-up of
assets and (iii) any extraordinary gains (in each case, to the extent included
in determining Consolidated Net Income).  The parties hereto agree
that Consolidated EBITDA of Monaco and its Subsidiaries for each fiscal month
set forth on Schedule 1.01(I) hereto shall equal the applicable amount
corresponding to such date on such Schedule.

     

    "Consolidated Funded
Indebtedness" means, with respect to any Person at any date, all
Indebtedness of such Person, determined on a consolidated basis in accordance
with GAAP, which by its terms matures more than one year after the date of
calculation, and any such Indebtedness maturing within one year from such date
which is renewable or extendable at the option of such Person to a date more
than one year from such date, including, in any event, the Working Capital Loans
and Working Capital Letters of Credit.

     

    "Consolidated Net
Income" means, with respect to any Person for any period, the net income
(loss) of such Person and its Subsidiaries for such period, determined on a
consolidated basis and in accordance with GAAP, but excluding from the
determination of Consolidated Net Income (without duplication) (a) any
extraordinary or non recurring gains or losses or gains or losses from
Dispositions, (b) restructuring charges, (c) any tax refunds, net operating
losses or other net tax benefits and (d) effects of discontinued
operations.

     

    "Consolidated Net Interest
Expense" means, with respect to any Person for any period, (a) gross
interest expense of such Person and its Subsidiaries for such period determined
on a consolidated basis and in accordance with GAAP (including, without
limitation, interest expense paid to Affiliates of such Person), less (b) the sum
of (i) interest income (including interest paid-in-kind) for such period
and (ii) gains for such period on Hedging Agreements (to the extent not
included in interest income above and to the extent not deducted in the
calculation of gross interest expense), plus (c) the sum
of (i) losses for such period on Hedging Agreements (to the extent not
included in gross interest expense) and (ii) the upfront costs or fees for
such period associated with Hedging Agreements (to the extent not included in
gross interest expense), in each case, determined on a consolidated basis and in
accordance with GAAP.

     

    "Contingent
Obligation" means, with respect to any Person, any obligation of such
Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends
or other obligations ("primary obligations") of any other Person
(the "primary obligor") in any manner, whether directly or indirectly,
including, without limitation, (a) the direct or indirect guaranty,

     

    


    
      
        
           

        

        
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    endorsement
(other than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of the
obligation of a primary obligor, (b) the obligation to make take-or-pay or
similar payments, if required, regardless of nonperformance by any other party
or parties to an agreement, (c) any obligation of such Person, whether or not
contingent, (i) to purchase, repurchase or otherwise acquire any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (A) for the purchase or payment of any such
primary obligation or (B) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, assets, securities or services
primarily for the purpose of assuring the owner of any such primary obligation
of the ability of the primary obligor to make payment of such primary
obligation, (iv)  to enter into or exercise a "put" or similar arrangement
or agreement which requires such Person to purchase property upon the occurrence
of certain events or (v) otherwise to assure or hold harmless the holder of
such primary obligation against loss in respect thereof; provided, however, that the
term "Contingent Obligation" shall not include any product warranties extended
in the ordinary course of business.  The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation with respect to which such Contingent
Obligation is made (or, if less, the maximum amount of such primary obligation
for which such Person may be liable pursuant to the terms of the instrument
evidencing such Contingent Obligation) or, if not stated or determinable, the
maximum reasonably anticipated liability with respect thereto (assuming such
Person is required to perform thereunder), as determined by such Person in good
faith.

     

    "Contractual
Obligation" means, as applied to any Person, any provision of any
security issued by such Person or of any indenture, mortgage, deed of trust,
contract, agreement, instrument or other undertaking to which such Person is a
party or by which it or any of its properties is bound or to which it or any of
its properties is subject.

     

    "Contribution
Agreement" means the Contribution Agreement, dated as of the date hereof,
among the Loan Parties, in form and substance reasonably satisfactory to the
Collateral Agent.

     

    "Current Value" has
the meaning specified therefor in Section
7.01(o).

     

    "Default" means an
event which, with the giving of notice or the lapse of time or both, would
constitute an Event of Default.

     

    "Defaulting Lender"
means any Lender that (a) has failed to fund any portion of the Loans required
to be funded by it hereunder within one Business Day of the date required to be
funded by it hereunder and has not cured such failure prior to the date of
determination, (b) has otherwise failed to pay over to any Agent or any other
Lender any other amount required to be paid by it hereunder within one
Business Day of the date when due, unless the subject of a good faith dispute,
and has not cured such failure prior to the date of determination, or (c) is
insolvent or become the subject of an Insolvency Proceeding.

     

    


    
      
        
           

        

        
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    "Designated Real
Property" means any Eligible Real Property (other than the Resort
Property Lots but including any Combined Real Property that is not sold in lots)
identified as "Designated Real Property" on Schedule 1.01(D) to the Disclosure
Letter.

     

    "Disclosure Letter"
means the disclosure letter with respect to representations, exceptions,
qualifications and other matters affecting the Loan Parties and their
Subsidiaries, dated the Effective Date, addressed to the Agents and the Lenders
and delivered pursuant to the terms of this Agreement, the terms of which letter
are incorporated by reference in this Agreement.

     

    "Disposition" means
any transaction, or series of related transactions, pursuant to which any Person
or any of its Subsidiaries sells, assigns, transfers or otherwise disposes of
any property or assets (whether now owned or hereafter acquired) to any other
Person, in each case, whether or not the consideration therefor consists of
cash, securities or other assets owned by the acquiring Person; provided that the term
"Disposition" shall not include any sales of Inventory or the non-exclusive
licensing of intellectual property, in each case, in the ordinary course of
business on ordinary business terms.

     

    "Disqualified Equity
Interests" means any Equity Interest that, by its terms (or by the terms
of any security or other Equity Interest into which it is convertible or for
which it is exchangeable), or upon the happening of any event or condition, (a)
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in
part, on or prior to the date which is one year after the Final Maturity Date,
(b) is convertible into or exchangeable for (i) debt securities or (ii) any
Equity Interests referred to in clause (a) above, in each case at any time prior
to the date which is one year after the Final Maturity Date, (c) contains any
repurchase obligation that may come into effect either (i) prior to payment in
full of all Obligations or (ii) prior to the date that is one year after the
Final Maturity Date or (d) provides for scheduled payments or the payment of
cash dividends or distributions prior to the date that is one year after the
Final Maturity Date.

     

    "Dollar," "Dollars" and the
symbol "$" each
means lawful money of the United States of America.

     

    "Effective Date" has
the meaning specified therefor in Section
5.01.

     

    "Eligible Appraised
Equipment" shall mean Eligible Equipment the Specified Value of which has
been determined pursuant to a Qualified Appraisal.

     

    "Eligible Equipment"
shall mean the Equipment of the Borrowers that the Collateral Agent, in the
exercise of its reasonable business judgment, determines to be Eligible
Equipment; provided, however, that,
without limiting the right of the Collateral Agent to establish additional
criteria of ineligibility, Eligible Equipment shall not include the following
Equipment:

     

    (a)          
Equipment
with respect to which any warranty or representation contained in this Agreement
or any of the other Loan Documents applicable either to Equipment in general or
to any specific Equipment is not true and correct in all material respects with
respect to such item of Equipment;

     

    


    
      
        
           

        

        
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    (b)          
Equipment
that is not located in the continental United States either (i) on real property
set forth in Schedule 6.01(ee) to the Disclosure Letter owned by a Borrower, or
(ii) on leased premises set forth on Schedule 6.01(ee) to the Disclosure Letter
in regard to which the landlord thereof, and any bailee, warehouseman or similar
party that will be in possession of such Equipment, shall have executed and
delivered to the Collateral Agent, a Collateral Access Agreement;

     

    (c)          
Equipment
that constitutes a fixture, unless it is located on owned real property or each
of the landlord, and mortgagee of the real property where such item of Equipment
is located agrees in writing that such item of Equipment is not a fixture,
regardless of its manner of attachment to such real property;

     

    (d)          
Equipment (other than the Equipment described
on Schedule 1.01(F) to the Disclosure Letter) that (i) has not been delivered
to, and accepted by a Borrower (ii) to the extent applicable, has not been
installed or is not operational, or (iii) is not used by a Borrower in the
ordinary course of its business;

     

    (e)          
Equipment
that constitutes an accession to other Equipment that is subject to any Lien
other than the Lien in favor of the Collateral Agent, or the Working Capital
Agent's Lien (unless the holder of any other Lien has agreed in writing with the
Collateral Agent, to disclaim any interest in the item of Equipment which will
constitute such accession);

     

    (f)          
Equipment
(i) which is not subject to a valid and continuing first priority Lien in favor
of the Collateral Agent, for the benefit of the Lenders, pursuant to the
Security Agreement and as to which all action necessary or desirable to perfect
such security interest shall have been taken, (ii) to which a Borrower does not
have good and marketable title, free and clear of any Liens (other than Liens in
favor of the Collateral Agent, for the benefit of the Lenders and Liens in favor
of the Working Capital Agent, for the benefit of the Working Capital Lenders) or
(iii) which is located at a construction site in respect of which a Borrower is
a contractor or sub-contractor, and in connection therewith a performance bond
has been issued and such Equipment is considered "Project Assets" under such
performance bond or is otherwise subject to claims of the insurer under any such
performance bond;

     

    (g)          
Equipment
that is substantially worn, damaged, defective or obsolete or has suffered any
casualty, loss, damage, breakdown, or deterioration from any source whatsoever
(whether through wear, use, accident, or other casualty, but not including
ordinary wear and tear) which impairs the utility of such item of
Equipment;

     

    (h)          
Equipment
that constitutes computer hardware, furniture or other general office and
administrative Equipment;

     

    (i)           
Equipment
that is Rolling Stock; or

     

    (j)          
Collateral
Agent has not received evidence of property insurance required by this Agreement
with respect to such Equipment.

     

    


    
      
        
           

        

        
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    "Eligible Real
Property" means each parcel of real property owned by each Loan Party
that satisfies each of the following criteria (as determined by the Collateral
Agent in its sole discretion):  (a) such real property is included on
Schedule 1.01(B) to the Disclosure Letter; (b) such real property is subject to
a first priority Lien (subject to no other Liens other than Permitted Liens) in
favor of the Collateral Agent, for the benefit of the Agents and the Lenders,
pursuant to a properly recorded Mortgage; (c) the Collateral Agent has received
a Title Insurance Policy with respect to such real property; (d) the Agents have
received an ALTA survey of such real property, certified to the Collateral Agent
and to the issuer of the Title Insurance Policy with respect to such real
property (or confirmation satisfactory to the Collateral Agent that the Title
Insurance Policy with respect to such real property does not contain a survey
exception); (e) the Agents have received a Phase I ESA (together with a duly
executed reliance letter from the relevant service provider) or other
environmental documentation, in form and substance satisfactory to the
Collateral Agent, with respect to such real property; and (f) no environmental
condition or other event has occurred and is continuing with respect to such
real property that could reasonably be expected to necessitate current or future
Remedial Action with respect thereto except as set forth in the environmental
reports identified on Schedule 6.01(r)(i) and (v) unless otherwise approved by
the Collateral Agent; provided, that the
deviations from the standards set forth above in this definition that are set
forth on Schedule 1.01(B) to the Disclosure Letter opposite each real property
on the Effective Date shall not disqualify such real property from remaining
Eligible Real Property.

     

    "Employee Plan" means
an employee benefit plan (other than a Multiemployer Plan) covered by Title IV
of ERISA and maintained (or that was maintained at any time during the six (6)
calendar years preceding the date of any borrowing hereunder) for employees of
any Loan Party or any of its ERISA Affiliates.

     

    "Environmental
Actions" means any complaint, summons, citation, notice, directive,
order, claim, litigation, investigation, judicial or administrative proceeding,
judgment, letter or other communication from any Person or Governmental
Authority alleging violations of Environmental Laws or Releases of Hazardous
Materials in violation of Environmental Laws (a) from any assets, properties or
businesses owned or operated by any Loan Party or any of its Subsidiaries or any
predecessor in interest; (b) from adjoining properties or businesses; or (c)
onto any facilities which received Hazardous Materials generated by any Loan
Party or any of its Subsidiaries or any predecessor in interest.

     

    "Environmental Laws"
means the Comprehensive Environmental Response, Compensation and Liability Act
(42 U.S.C. § 9601, et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. § 1801, et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. § 6901, et seq.), the Federal
Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air
Act (42 U.S.C. § 7401 et seq.), the Toxic
Substances Control Act (15 U.S.C. § 2601 et seq.) and the
Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as such laws
may be amended or otherwise modified from time to time, and any other present or
future federal, state, or local statute, ordinance, rule, regulation, order,
judgment, decree, permit, license or other binding determination of any
Governmental Authority imposing liability or establishing standards of conduct
for protection of the environment or other government restrictions relating
to
the protection of the environment or the Release, deposit or migration of any
Hazardous Materials into the environment.

     

    


    
      
        
           

        

        
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    "Environmental Liabilities
and Costs" means all liabilities, monetary obligations, Remedial Actions,
losses, damages, punitive damages, consequential damages, treble damages, costs
and expenses (including all reasonable fees, disbursements and expenses of
counsel, experts and consultants and costs of investigations and feasibility
studies), fines, penalties, sanctions and interest incurred as a result of any
claim or demand by any Governmental Authority or any third party, and which
relate to any environmental condition or a Release of Hazardous Materials from
or onto (i) any property presently or formerly owned by any Loan Party or
any of its Subsidiaries or (ii) any facility which received Hazardous
Materials generated by any Loan Party or any of its Subsidiaries.

     

    "Environmental Lien"
means any Lien (other than the Lien described in clause (m) of the definition of
Permitted Liens) in favor of any Governmental Authority for Environmental
Liabilities and Costs.

     

    "Equipment" shall mean
all "equipment", as such term is defined in the Uniform Commercial Code, of each
Loan Party, now owned or hereafter acquired, wherever located, including,
without limitation, machinery, data processing and computer equipment (whether
owned or licensed and including embedded software), Rolling Stock, tools,
furniture, fixtures, all attachments, accessions and property now or hereafter
affixed thereto or used in connection therewith, and substitutions and
replacement thereof.

     

    "Equity Interest"
means (a) with respect to any Person that is a corporation, any and all shares,
interests, participations or other equivalents (however designated and whether
or not voting) of corporate stock, and (b) with respect to any Person that is
not a corporation, any and all partnership, membership, joint venture or other
equity interests of such Person.

     

    "Equity Issuance"
means either (a) the sale or issuance by any Loan Party or any of its
Subsidiaries of any shares of its Equity Interests or (b) the receipt by Monaco
of any cash capital contributions.

     

    "ERISA" means the
Employee Retirement Income Security Act of 1974, as amended, and any successor
statute of similar import, and regulations thereunder, in each case, as in
effect from time to time.  References to sections of ERISA shall be
construed also to refer to any successor sections.

     

    "ERISA Affiliate"
means, with respect to any Person, any trade or business (whether or not
incorporated) which is a member of a group of which such Person is a member and
which would be deemed to be a "controlled group" within the meaning of Sections
414(b), (c), (m) and (o) of the Internal Revenue Code.

     

    "Event of Default"
means any of the events set forth in Section
9.01.

     

    


    
      
        
           

        

        
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      "Excess Cash Flow"
means, with respect to any Person for any period, (a) Consolidated EBITDA
of such Person and its Subsidiaries for such period, less (b) the sum
of (without duplication) (i) all scheduled cash principal payments on the
Loans made during such period,
and all cash principal payments on other Indebtedness of such Person or any of
its Subsidiaries during such period to the extent such other Indebtedness is
permitted to be incurred, and such payments are permitted to be made, under this
Agreement (but, in the case of any revolving loans, only to the extent that the
commitment therefor is permanently reduced by the amount of such payments), (ii)
all voluntary cash principal prepayments on the Term Loan made during such
period in accordance with Section 2.05(b), (iii) all
Consolidated Net Interest Expense to the extent paid or payable in cash during
such period, (iv) the cash portion of Capital Expenditures made by such
Person and its Subsidiaries during such period to the extent permitted to be
made under this Agreement (excluding Capital Expenditures to the extent financed
through the incurrence of Indebtedness or through an Equity Issuance for the
specific purpose of financing such Capital Expenditures), (v) all scheduled
loan servicing fees and other similar fees in respect of Indebtedness of such
Person or any of its Subsidiaries paid in cash during such period, to the extent
such Indebtedness is permitted to be incurred, and such payments are permitted
to be made, under this Agreement, (vi) income taxes paid in cash by such
Person and its Subsidiaries for such period and (vii) the excess, if any,
of Working Investment at the end of such period over Working Investment at the
beginning of such period, plus (c) the excess,
if any, of Working Investment at the beginning of such period over Working
Investment at the end of such period; provided, that the
excess, if any, determined in accordance with this clause (c) shall exclude any
amount of such excess that is attributable to a reduction in Availability
(without giving effect to any reserves or any changes in the advance rates
instituted by the Working Capital Agent) as a result of a decrease in the
Borrowing Base (as defined in the Working Capital Credit Agreement) in effect at
the beginning of such period over the Borrowing Base in effect at the end of
such period).

    

     

    "Exchange Act" means
the Securities Exchange Act of 1934, as amended.

     

    "Existing Credit
Facility" means the revolving and term loan credit facility provided by
U.S. Bank National Association, as the administrative lender, Bank of America,
N.A., as syndication agent, and the lenders party thereto pursuant to that
certain Third Amended and Restated Credit Agreement dated as of
November 18, 2005 (as amended prior to the date hereof.)

     

    "Existing Lenders"
means the lenders party to the Existing Credit Facility.

     

    "Extraordinary
Receipts" means any cash received by Monaco or any of its Subsidiaries
not in the ordinary course of business (and not consisting of proceeds described
in Section 2.05(c)(ii), (iii), (iv) or (v)
hereof), including, without limitation, (a) foreign, United States, state or
local tax refunds, (b) pension plan reversions, (c) proceeds of insurance, (d)
judgments, proceeds of settlements or other consideration of any kind in
connection with any cause of action, (e) condemnation awards (and payments in
lieu thereof), (f) indemnity payments and (g) any purchase price adjustment
received in connection with any purchase agreement.

     

    "Facility" means each
parcel of owned or leased real property identified on Schedule 6.01(o) to the
Disclosure Letter as a "Facility" including, without limitation, the land on
which such facility is located, all buildings and other improvements thereon,
all fixtures located at or used in connection with such facility, all whether
now or hereafter existing.

     

    


    
      
        
           

        

        
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    "Federal Funds Rate"
means, for any period, a fluctuating interest rate per annum equal to, for each
day during such period, the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

     

    "Fee Letter" means the
fee letter, dated as of the date hereof, among the Borrowers and the
Agents.

     

    "FEMA" has the meaning
set forth in Section 5.02(b).

     

    "Field Survey and
Audit" means a field survey and audit of the Loan Parties and/or an
appraisal of the Working Capital Priority Collateral performed by auditors,
examiners and/or appraisers selected by the Working Capital Agent pursuant to
the Working Capital Credit Agreement.

     

    "Final Maturity Date"
means the earliest of (i) May 6, 2012, and (ii) such earlier date on which
the Term Loan shall become due and payable in accordance with the terms of this
Agreement and the other Loan Documents.

     

    "Financial Statements"
means (a) the audited consolidated balance sheet of Monaco and its Subsidiaries
for the Fiscal Year ended December 29, 2007, and the related consolidated
statement of operations, shareholders' equity and cash flows for the Fiscal Year
then ended, (b) a detailed internal financial report of Monaco and its
Subsidiaries prepared by Monaco in substantially the form set forth in Schedule
1.01(G) to the Disclosure Letter for the Fiscal Year ended December 29, 2007,
(c) a detailed internal financial report of Monaco and its Subsidiaries prepared
by Monaco in substantially the form set forth in Schedule 1.01(G) to the
Disclosure Letter, together with the unaudited consolidated balance sheet of
Monaco and its Subsidiaries for the nine months ended September 27, 2008 and the
related statement of operations, shareholders' equity and cash flows for the
nine months then ended.

     

    "Fiscal Year" means
the fiscal year of Monaco and its Subsidiaries ending on the Saturday closest to
December 31 of each year.

     

    "Fixed Charge Coverage
Ratio" means, with respect to any Person for any period, the ratio of (a)
Consolidated EBITDA of such Person and its Subsidiaries for such period, plus, without
duplication, any non cash expenses related to the sale of any Resort Property
Lots to the extent deducted in the determination of  Consolidated
EBITDA during such period, to (b) the sum of (i) all principal of Indebtedness
of such Person and its Subsidiaries scheduled to be paid during such period to
the extent there is an equivalent permanent reduction in the commitments
thereunder, plus (ii)
Consolidated Net Interest Expense of such Person and its Subsidiaries for such
period, plus
(iii) income taxes paid or payable by such Person and its Subsidiaries during
such period, plus (iv) cash
dividends or distributions paid by such Person and its Subsidiaries (other than
dividends or distributions paid by a Loan Party to any other Loan Party) during
such

     

    


    
      
        
           

        

        
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    period,
plus (v)
Capital Expenditures made by such Person and its Subsidiaries during such
period; plus
(vi) any repayments of the Term Loan in accordance with Section 2.05(c)(iii) from any Net Cash Proceeds
received by Monaco or any of its Subsidiaries in connection with any Disposition
of Resort Property Lots during such period; provided, that for
the purposes of determining the amounts described in clauses (i) and (ii) of
this definition, for the twelve consecutive fiscal months ended September, 2009,
the aggregate principal amount of any Indebtedness scheduled to be paid and the
amount of any cash Consolidated Net Interest Expense of such Person and its
Subsidiaries, in each case, for such twelve fiscal month period (such principal
and interest payments, collectively the "Debt Service
Payments"), shall equal the aggregate Debt Service Payments for the
period from November, 2008 through September, 2009 multiplied by 12/11th.  In
determining the Fixed Charge Coverage Ratio for a particular period (1) pro
forma effect will be given to: (x) the incurrence, repayment or retirement of
any Indebtedness by such Person and its Subsidiaries since the first day of such
period as if such Indebtedness was incurred, repaid or retired on the first day
of such period and (y) the acquisition (whether by purchase, merger or
otherwise) or disposition (whether by sale, merger or otherwise) of any property
or assets acquired or disposed of by such Person and its Subsidiaries since the
first day of such period, as if such acquisition or disposition occurred on the
first day of such period; (2) interest on Indebtedness bearing a floating
interest rate will be computed as if the rate at the time of computation had
been the applicable rate for the entire period; (3) if such Indebtedness bears,
at the option of such Person and its Subsidiaries, a fixed or floating rate of
interest, interest thereon will be computed by applying, at the option of such
Person, either the fixed or floating rate; (4) the amount of Indebtedness under
a revolving credit facility will be computed based upon the average daily
balance of such Indebtedness during such period; and (5) the calculation of the
income tax liabilities of such Person and its Subsidiaries described in clause
(b)(iii) above shall be made without giving effect to any tax refunds, net
operating losses or other net tax benefits that were received during such period
on account of any prior periods.

     

    "Flooring Lender
Obligations" means, as of any date of determination, the sum of (i) the
aggregate amount of obligations owing by any Loan Party to the financial
institution providing floor financing for the Loan Parties’ dealers on account
of demands made by such financial institutions with respect to any repurchase
obligations incurred in connection with Approved Dealer Financing Agreements to
repurchase Inventory sold by a Loan Party to retail dealers, and
(ii)  the aggregate amount of obligations owing by the Loan Parties on
account of demands made pursuant to guarantees or risk pool guarantees provided
by any Loan Party in favor of a financial institution providing floor financing
for the Loan Parties’ dealers.

     

    "Flow of Funds
Agreement" means that certain Flow of Funds Agreement, dated as of the
Effective Date, duly executed by each Loan Party, each Agent, the Working
Capital Agent, and any other Person party thereto, in form and substance
reasonably satisfactory to the Agents.

     

    "Funding Losses" has
the meaning specified therefor in Section
2.11.

     

    


    
      
        
           

        

        
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      "GAAP" means generally
accepted accounting principles in effect from time to time in the United States,
applied on a consistent basis, provided that for the purpose
of Section 7.03 hereof and the definitions used therein, "GAAP" shall mean
generally accepted accounting principles
in effect on the date hereof and consistent with those used in the preparation
of the Financial Statements, provided, further, that if there occurs after the
date of this Agreement any change in GAAP that affects in any respect the
calculation of any covenant contained in Section
7.03 hereof, the Collateral Agent and the Administrative Borrower shall
negotiate in good faith amendments to the provisions of this Agreement that
relate to the calculation of such covenant with the intent of having the
respective positions of the Lenders and the Loan Parties after such change in
GAAP conform as nearly as possible to their respective positions as of the date
of this Agreement and, until any such amendments have been agreed upon, the
covenants in Section 7.03 hereof shall be
calculated as if no such change in GAAP has occurred.

    

     

    "Governing Documents"
means, (a) with respect to any corporation, the certificate or articles of
incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization, and
the operating agreement; (c) with respect to any partnership, joint venture,
trust or other form of business entity, the partnership, joint venture
agreement, declaration or other applicable agreement or documentation evidencing
or otherwise relating to its formation or organization; and (d) with respect to
any of the entities described above, any other agreement, instrument, filing or
notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of
its formation or organization.

     

    "Governmental
Authority" means any nation or government, any Federal, state, city,
town, municipality, county, local or other political subdivision thereof or
thereto and any department, commission, board, bureau, instrumentality, agency
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to
government.

     

    "Guaranteed
Obligations" has the meaning specified therefor in Section 11.01.

     

    "Guarantor" means (a)
each Subsidiary of Monaco listed as a "Guarantor" on the signature pages hereto,
and (b) each other Person which guarantees, pursuant to Section 7.01(b) or otherwise, all or any part of the
Obligations.

     

    "Guaranty" means (a)
the guaranty of each Guarantor party hereto contained in ARTICLE XI hereof and (b) each other guaranty, in
form and substance satisfactory to the Collateral Agent, made by any other
Guarantor in favor of the Collateral Agent for the benefit of the Agents and the
Lenders guaranteeing all or part of the Obligations.

     

    "Hazardous Material"
means (a) any element, compound or chemical that is defined, listed or
otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or
hazardous substance, extremely hazardous substance or chemical, hazardous waste,
special waste, or solid waste under Environmental Laws or that is likely to
cause immediately, or at some future time, harm to or have an adverse effect on,
the environment or risk to human health or safety, including, without
limitation, any pollutant, contaminant, waste, hazardous waste, toxic substance
or dangerous good which is defined or identified in any Environmental Law and
which is present in the environment in such quantity or state that it
contravenes any Environmental Law; (b) petroleum and its refined products;
(c) polychlorinated biphenyls; (d) friable asbestos;

     

    


    
      
        
           

        

        
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    (e) any
substance exhibiting a hazardous waste characteristic, including, without
limitation, corrosivity, ignitability, toxicity or reactivity as well as any
radioactive or explosive materials; and (f) any raw materials containing
hazardous substances listed or classified as such under Environmental
Laws.

     

    "Hedging Agreement"
means any interest rate, foreign currency, commodity or equity swap, collar,
cap, floor or forward rate agreement, or other agreement or arrangement designed
to protect against fluctuations in interest rates or currency, commodity or
equity values (including, without limitation, any option with respect to any of
the foregoing and any combination of the foregoing agreements or arrangements),
and any confirmation executed in connection with any such agreement or
arrangement.

     

    "Highest Lawful Rate"
means, with respect to any Agent or any Lender, the maximum non-usurious
interest rate, if any, that at any time or from time to time may be contracted
for, taken, reserved, charged or received on the Obligations under laws
applicable to such Agent or such Lender which are currently in effect or, to the
extent allowed by law, under such applicable laws which may hereafter be in
effect and which allow a higher maximum non-usurious interest rate than
applicable laws now allow.

     

    "Holdco" means Ableco
Holding LLC, a Delaware limited liability company.

     

    "Holdout Lender" has
the meaning specified therefor in Section 12.02(b)

     

    "Indebtedness" means,
with respect to any Person, without duplication, (a) all indebtedness of such
Person for borrowed money; (b) all obligations of such Person for the
deferred purchase price of property or services (other than trade payables or
other accounts payable incurred in the ordinary course of such Person's business
and not outstanding for more than 90 days after the date such payable was
created); (c) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments or upon which interest payments
are customarily made; (d) all reimbursement, payment or other obligations
and liabilities of such Person created or arising under any conditional sales or
other title retention agreement with respect to property used and/or acquired by
such Person, even though the rights and remedies of the lessor, seller and/or
lender thereunder may be limited to repossession or sale of such property; (e)
all Capitalized Lease Obligations of such Person; (f) all obligations and
liabilities, contingent or otherwise, of such Person, in respect of letters of
credit, acceptances and similar facilities; (g) all obligations and
liabilities, calculated on a basis satisfactory to the Collateral Agent and in
accordance with accepted practice, of such Person under Hedging Agreements;
(h) all monetary obligations under any receivables factoring, receivable
sales or similar transactions and all monetary obligations under any synthetic
lease, tax ownership/operating lease, off-balance sheet financing or similar
financing; (i) all Contingent Obligations of the type specified in clauses
(a) through (h) of this definition; (j) all Disqualified Equity Interests; and
(k) all obligations referred to in clauses (a) through (j) of this
definition of another Person secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by) a
Lien upon property owned by such Person, even though such Person has not assumed
or become liable for the payment of such Indebtedness.  The
Indebtedness of any Person shall include the Indebtedness of any partnership of
or joint venture in which such Person is a general partner or a joint
venturer.

     

    


    
      
        
           

        

        
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    "Indemnified Matters"
has the meaning specified therefor in Section
12.15.

     

    "Indemnitees" has the
meaning specified therefor in Section
12.15.

     

    "Insolvency
Proceeding" means any proceeding commenced by or against any Person under
any provision of the Bankruptcy Code or under any other bankruptcy or insolvency
law, assignments for the benefit of creditors, formal or informal moratoria,
compositions, or extensions generally with creditors, or proceedings seeking
reorganization, arrangement, or other similar relief.

     

    "Intercompany Subordination
Agreement" means an Intercompany Subordination Agreement made by the Loan
Parties in favor of the Collateral Agent for the benefit of the Agents and the
Lenders, in form and substance satisfactory to the Collateral
Agent.

     

    "Intercreditor
Agreement" means the Intercreditor Agreement, dated as of the date
hereof, by and among the Loan Parties, the Collateral Agent and the Working
Capital Agent, in form and substance satisfactory to the Collateral Agent, as
the same may be amended, restated, supplemented or otherwise modified from time
to time.

     

    "Interest Period"
means, with respect to any LIBOR Rate Loan, a period commencing on the date of
the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or
the conversion of a Reference Rate Loan to a LIBOR Rate Loan) and ending 1, 2,
or 3 months thereafter; provided, however, that (a) if
any Interest Period would end on a day that is not a Business Day, such Interest
Period shall be extended (subject to clauses (c)-(e) below) to the next
succeeding Business Day, (b) interest shall accrue at the applicable rate based
upon the LIBOR Rate from and including the first day of each Interest Period to,
but excluding, the day on which any Interest Period expires, (c) any Interest
Period that would end on a day that is not a Business Day shall be extended to
the next succeeding Business Day unless such Business Day falls in another
calendar month, in which case such Interest Period shall end on the next
preceding Business Day, (d) with respect to an Interest Period that begins on
the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period), the Interest Period shall end on the last Business Day of the calendar
month that is 1, 2 or 3 months after the date on which the Interest Period
began, as applicable, and (e) the Borrowers may not elect an Interest Period
which will end after the Final Maturity Date.

     

    "Interest Rate Protection
Agreement" means any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedging agreement or
other similar agreement or arrangement, each of which is for the purpose of
hedging the interest rate exposure associated with the Loan Parties'
operations.

     

    "Internal Revenue
Code" means the Internal Revenue Code of 1986, as amended (or any
successor statute thereto) and, with respect to any specific sections thereof,
the regulations thereunder.

     

    "Inventory" means,
with respect to any Person, all goods and merchandise of such Person, including,
without limitation, all raw materials, work-in-process, packaging, supplies,
materials and finished goods of every nature used or usable in connection with
the shipping,

     

    


    
      
        
           

        

        
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    storing,
advertising or sale of such goods and merchandise, whether now owned or
hereafter acquired, and all such other property the sale or other disposition of
which would give rise to an Account Receivable or cash.

     

    "Lease" means any
lease of real property to which any Loan Party or any of its Subsidiaries is a
party as lessor or lessee.

     

    "Lender" has the
meaning specified therefor in the preamble hereto.

     

    "Leverage Ratio"
means, with respect to any Person and its Subsidiaries for any period, the ratio
of (a) Consolidated Funded Indebtedness of such Person and its Subsidiaries as
of the end of such period to (b) Consolidated EBITDA of such Person and its
Subsidiaries for such period.

     

    "LIBOR" means, with
respect to each day during each Interest Period pertaining to a LIBOR Rate Loan,
the rate of interest published in The Wall Street Journal, Eastern Edition, two
Business Days prior to such Interest Period as the "London Interbank Offered
Rate" applicable to such Interest Period.  In the event that The Wall
Street Journal, Eastern Edition is not published or such rate does not appear in
The Wall Street Journal, Eastern Edition, LIBOR shall be the rate determined by
the Administrative Agent to be the rate at which deposits in Dollars are offered
to major banks in the London interbank market, two Business Days prior to the
beginning of such Interest Period, in an amount approximately equal to the
principal amount of the LIBOR Rate Loan to which such Interest Period is to
apply and for a period of time comparable to such Interest Period, which
determination shall be conclusive absent manifest error.

     

    "LIBOR Deadline" has
the meaning specified therefor in Section
2.10.

     

    "LIBOR Notice" means a
written notice substantially in the form of Exhibit C.

     

    "LIBOR Option" has the
meaning specified therefor in Section
2.09.

     

    "LIBOR Rate" means,
for each Interest Period for each LIBOR Rate Loan, the greater of (i) the rate
per annum determined by the Administrative Agent (rounded upwards if necessary,
to the next 1/100%) by dividing (a) LIBOR for such Interest Period by (b) 100%
minus the Reserve Percentage and (ii) 4.25%.  The LIBOR Rate shall be
adjusted on and as of the effective day of any change in the Reserve
Percentage.

     

    "LIBOR Rate Loan"
means that portion of the Term Loan that bears interest at a rate determined by
reference to the LIBOR Rate.

     

    "Lien" means any
mortgage, deed of trust, pledge, lien (statutory or otherwise), security
interest, charge or other encumbrance or security or preferential arrangement of
any nature, including, without limitation, any conditional sale or title
retention arrangement, any Capitalized Lease and any assignment, deposit
arrangement or financing lease intended as, or having the effect of,
security.

     

    


    
      
        
           

        

        
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    "Loan" means the Term
Loan made by an Agent or a Lender to the Borrowers pursuant to ARTICLE II hereof.

     

    "Loan Account" means
an account maintained hereunder by the Administrative Agent on its books of
account at the Payment Office, and with respect to the Borrowers, in which the
Borrowers will be charged with all Loans made to, and all other Obligations
incurred by, the Borrowers.

     

    "Loan Document" means
this Agreement, the Fee Letter, any Guaranty, the Funds Flow Agreement, the
Payment Direction Agreement, any Mortgage, any SNDA, any Security Agreement, any
UCC Filing Authorization Letter, the Contribution Agreement, the Intercompany
Subordination Agreement, the Intercreditor Agreement and any other agreement
(including, without limitation any control agreement, landlord waiver or other
collateral access agreement), instrument, certificate, report and other document
executed and delivered pursuant hereto or thereto or otherwise evidencing or
securing the Term Loan or any other Obligation, in each case, as the same may be
amended, restated, supplemented or otherwise modified from time to
time.

     

    "Loan Party" means any
Borrower and any Guarantor.

     

    "Material Adverse
Effect" means a material adverse effect on any of (a) the
operations, business, liabilities, assets, properties, condition (financial or
otherwise) or prospects of the Loan Parties taken as a whole, (b) the
ability of any Loan Party to perform any of its obligations under any Loan
Document to which it is a party, (c) the legality, validity or
enforceability of this Agreement or any other Loan Document, (d) the rights
and remedies of any Agent or any Lender under any Loan Document, or (e) the
validity, perfection or priority of a Lien in favor of the Collateral Agent for
the benefit of the Agents and the Lenders on any of the Collateral; provided,
however that the following shall not be considered to constitute a Material
Adverse Effect: any change in conditions in the United States, foreign or global
economy or capital or financial markets generally to the extent that such change
does not materially disproportionately affect the Loan Parties as compared to
similarly situated companies in the industry in which the Loan Parties conduct
business.

     

    "Material Contract"
means, with respect to any Person, (a) the Working Capital Loan Documents, (b)
the CCP Joint Venture Related Agreements (c) the Approved Dealer Financing
Agreements, (d) any agreements evidencing repurchase obligations of the Loan
Parties (including, without limitation, those agreements identified on Schedule
6.01(x) to the Disclosure Letter), (e) each other contract or agreement to which
such Person or any of its Subsidiaries is a party involving aggregate
consideration payable to or by such Person or such Subsidiary of $1,000,000 or
more in any Fiscal Year (other than purchase orders in the ordinary course of
the business of such Person or such Subsidiary and other than contracts that by
their terms may be terminated by such Person or Subsidiary in the ordinary
course of its business upon less than 60 days' notice without penalty or
premium) and (f) all other contracts or agreements material to the
operations, business, liabilities, assets, properties, condition (financial or
otherwise) or prospects of such Person or such Subsidiary.

     

    


    
      
        
           

        

        
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    "Material Improvement"
means the buildings, improvements, structures and fixtures now or subsequently
located on the real property that is used in connection with the business of any
Loan Party or any of its Subsidiaries and are material to the operation
thereof.

     

    "Maximum Working Capital
Amount" means, as of any date of determination, an amount equal to the
Maximum ABL Obligations (as such term is defined in the Intercreditor
Agreement).

     

    "Moody's" means
Moody's
Investors Service, Inc. and any successor thereto.

     

    "Mortgage" means a
mortgage (including, without limitation, a leasehold mortgage), deed of trust or
deed to secure debt, in form and substance satisfactory to the Collateral Agent,
made by a Loan Party in favor of the Collateral Agent for the benefit of the
Agents and the Lenders, securing the Obligations and delivered to the Collateral
Agent pursuant to Section 5.01(d), Section 7.01(b), Section
7.01(o) or otherwise.

     

    "Motor Vehicle Laws"
means all Federal, state, provincial and local Laws applicable to the ownership
and/or operation of vehicles (including, without limitation, the Rolling Stock),
or the business of the transportation of goods by motor vehicle, including,
without limitation, Laws promulgated or administered by the Federal Highway
Administration, the Federal Motor Carrier Safety Administration, the National
Highway Traffic Safety Administration, the Surface Transportation Board and
other state, provincial and local Governmental Authorities with respect to
vehicle safety and registration and motor carrier insurance, financial
assurance, credit extension, contract carriage, tariff and reporting
requirements.

     

    "Multiemployer Plan"
means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which
any Loan Party or any of its ERISA Affiliates has contributed to, or has been
obligated to contribute, at any time during the preceding six (6)
years.

     

    "Narrative Report"
means, with respect to the financial statements for which such narrative report
is required, a narrative report describing the operations of the relevant Person
and its Subsidiaries in the form, if applicable, prepared for presentation to
senior management thereof for the applicable fiscal quarter or Fiscal Year and
for the period from the beginning of the then current Fiscal Year to the end of
such period to which such financial statements relate with comparison to and
variances from the immediately preceding period and from the Projections for
such period.

     

    "Net Cash Proceeds"
means, (a) with respect to any Disposition by any Person or any of its
Subsidiaries, the aggregate amount of cash received (directly or indirectly)
from time to time (whether as initial consideration or through the payment or
disposition of deferred consideration) by or on behalf of such Person or such
Subsidiary, in connection therewith after deducting therefrom only (i) the
amount of any Indebtedness secured by any Permitted Lien on any asset (other
than Indebtedness assumed by the purchaser of such asset) which is required to
be, and is, repaid in connection with such Disposition (other than Indebtedness
under this Agreement), including any prepayment or market-based premium,
(ii) reasonable expenses related thereto incurred by such Person or such
Subsidiary in connection therewith, (iii) transfer taxes paid to any taxing
authorities by such Person or such Subsidiary in connection therewith, and
(iv) net income taxes to be paid

     

    


    
      
        
           

        

        
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    in
connection with such Disposition (after taking into account any tax credits or
deductions and any tax sharing arrangements) and (b) with respect to the
issuance or incurrence of any Indebtedness by any Person or any of its
Subsidiaries, or an Equity Issuance, the aggregate amount of cash received
(directly or indirectly) from time to time (whether as initial consideration or
through the payment or disposition of deferred consideration) by or on behalf of
such Person or such Subsidiary in connection therewith, after deducting
therefrom only (i) reasonable expenses related thereto incurred by such
Person or such Subsidiary in connection therewith, including any prepayment or
market-based premium on any Indebtedness being refinanced, if applicable, (ii)
transfer taxes paid by such Person or such Subsidiary in connection therewith
and (iii) net income taxes to be paid in connection therewith (after taking into
account any tax credits or deductions and any tax sharing arrangements); in each
case of clause (a) and (b) to the extent, but only to the extent, that the
amounts so deducted are (x) actually paid to a Person that, except in the
case of reasonable out-of-pocket expenses, is not an Affiliate of such Person or
any of its Subsidiaries and (y) properly attributable to such transaction or to
the asset that is the subject thereof.

     

    "New Lending Office"
has the meaning specified therefor in Section
2.08(d).

     

    "Non-U.S. Lender" has
the meaning specified therefor in Section
2.08(d).

     

    "Notice of Borrowing"
has the meaning specified therefor in Section
2.02(a).

     

    "Notice of
Revaluation" means a written notice provided by the Collateral Agent to
the Administrative Borrower in connection with the revaluation by the Collateral
Agent of the Specified Value of any Eligible Real Property or any Eligible
Appraised Equipment, as the case may be, which notice shall set forth the
revised Specified Value of such Eligible Real Property or any Eligible Appraised
Equipment, as the case may be.

     

    "Obligations" means
all present and future indebtedness, obligations, and liabilities of each Loan
Party to the Agents and the Lenders arising under or in connection with this
Agreement or any other Loan Document, whether or not the right of payment in
respect of such claim is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, disputed, undisputed, legal, equitable, secured, unsecured,
and whether or not such claim is discharged, stayed or otherwise affected by any
proceeding referred to in Section
9.01.  Without limiting the generality of the foregoing, the
Obligations of each Loan Party under the Loan Documents include (a) the
obligation (irrespective of whether a claim therefor is allowed in an Insolvency
Proceeding) to pay principal, interest (including, without limitation, the PIK
Amount), charges, expenses, fees, the Applicable Prepayment Premium, if any,
attorneys' fees
and disbursements, indemnities and other amounts payable by such Person under
the Loan Documents, and (b) the obligation of such Person to reimburse any
amount in respect of any of the foregoing that any Agent or any Lender (in its
sole discretion) may elect to pay or advance on behalf of such
Person.

     

    "OFAC Sanctions
Programs"  means the laws, regulations and Executive Orders
administered by the U.S. Department of Treasury's Office of Foreign Assets
Control ("OFAC"),


      including
the list of Specially Designated Nationals and Blocked Persons administered by
OFAC, as such list may be amended from time to time.

    

     

    


    
      
        
           

        

        
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    "Operating Lease
Obligations" means all obligations for the payment of rent for any real
or personal property under leases or agreements to lease, other than Capitalized
Lease Obligations.

     

    "Other Taxes" has the
meaning specified therefor in Section
2.08(b).

     

    "Participant Register"
has the meaning specified therefor in Section
12.07(g).

     

    "Payment Direction
Agreement" means that certain Payment Direction Agreement, dated as of
the Effective Date, duly executed by each Loan Party and each Agent, in form and
substance reasonably satisfactory to the Agents.

     

    "Payment Office" means
the Administrative Agent's office located at
299 Park Avenue, 23rd Floor, New York, New York 10171, or at such other
office or offices of the Administrative Agent as may be designated in writing
from time to time by the Administrative Agent to the Collateral Agent and the
Administrative Borrower.

     

    "Permitted
Indebtedness" means:

     

    (a)           any
Indebtedness owing to any Agent or any Lender under this Agreement and the other
Loan Documents;

     

    (b)           any
other Indebtedness listed on Schedule 7.02(b) to the Disclosure Letter, and the extension of
maturity, refinancing or modification of the terms thereof; provided, however, (i) such
extension, refinancing or modification is pursuant to terms that are not less
favorable to the Loan Parties and the Lenders than the terms of the Indebtedness
being extended, refinanced or modified and (ii) after giving effect to such
extension, refinancing or modification, the amount of such Indebtedness is not
greater than the amount of Indebtedness outstanding immediately prior to such
extension, refinancing or modification;

     

    (c)           Indebtedness
evidenced by Capitalized Lease Obligations entered into in order to finance
Capital Expenditures made by the Loan Parties in accordance with the provisions
of Section 7.02(g), which Indebtedness, when
aggregated with the principal amount of all Indebtedness incurred under this
clause (c) and clause (d) of this definition, does not exceed $1,500,000 at any
time outstanding;

     

    (d)           Indebtedness
permitted by clause (e) of the definition of "Permitted
Lien";

     

    (e)           Indebtedness
permitted under Section
7.02(e)(viii);

     

    (f)           Working
Capital Indebtedness not exceeding the Maximum Working Capital Amount; provided, that at all
times the Working Capital Borrowing Base shall be reduced by the Availability
Reserve; and to the extent permitted by the Intercreditor
Agreement,  the extension of maturity refinancing or modification of
the terms of such Working Capital Indebtedness; provided,


     

    


    
      
        
           

        

        
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     however
that (i) such extension, refinancing or modification is pursuant
to terms
and conditions that are not less favorable to the Loan Parties and the Lenders
than the terms of the Working Capital Indebtedness being extended, refinanced or
modified (ii) after giving effect to such extension, refinancing or
modification, the amount or maximum availability of such Indebtedness does not
exceed the Maximum Working Capital Amount; and (iii) the lenders or lenders
party to such new Working Capital credit facility are reasonably acceptable to
the Agents; and

     

    (g)           Indebtedness
in respect of obligations under any Interest Rate Protection Agreements entered
into in the ordinary course of business for interest rate hedging purposes and
not for speculative purposes.

     

    (h)           Subordinated
Indebtedness;

     

    (i)           Contingent
Obligations in connection with Approved Dealer Financing Agreements;
and

     

    (j)           to
the extent constituting Indebtedness, Indebtedness in respect of obligations
under any surety, appeal or performance bonds entered into in the ordinary
course of business and consistent with past practices in connection with the
construction and development of Resort Property Lots.

     

    "Permitted
Investments" means (a) marketable direct obligations issued or
unconditionally guaranteed by the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case, maturing within six months from the date of acquisition thereof;
(b) commercial paper, maturing not more than 270 days after the date
of issue rated P-1 by Moody's or A-1 by Standard
& Poor's;
(c) certificates of deposit maturing not more than 270 days after the
date of issue, issued by commercial banking institutions and money market or
demand deposit accounts maintained at commercial banking institutions, each of
which is a member of the Federal Reserve System and has a combined capital and
surplus and undivided profits of not less than $500,000,000; (d) repurchase
agreements having maturities of not more than 90 days from the date of
acquisition which are entered into with major money center banks included in the
commercial banking institutions described in clause (c) above and which are
secured by readily marketable direct obligations of the United States Government
or any agency thereof; (e) money market accounts maintained with mutual
funds having assets in excess of $2,500,000,000; and (f) marketable tax exempt
securities rated A or higher by Moody's or A+ or higher by
Standard & Poor's, in each case,
maturing within six months from the date of acquisition thereof.

     

    "Permitted Liens"
means:

     

    (a)           Liens
securing the Obligations;

     

    (b)           Liens
for taxes, assessments and governmental charges the payment of which is not
required under Section 7.01(c);

     

    (c)           Liens
imposed by law, such as carriers', warehousemen's, mechanics', materialmen's and
other similar Liens arising in the ordinary course of business and securing
obligations (other than Indebtedness for borrowed money) that are not overdue by
more than

     

    


    
      
        
           

        

        
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    30 days
or are being contested in good faith and by appropriate proceedings promptly
initiated and diligently conducted, and a reserve or other appropriate
provision, if any, as shall be required by GAAP shall have been made
therefor;

     

    (d)           Liens
described on Schedule 7.02(a) to the Disclosure Letter provided, that
(i) no such Lien shall at any time be extended to cover any additional
property not subject thereto on the Effective Date and (ii) the principal
amount of the Indebtedness secured by such Liens shall not be extended, renewed,
refunded or refinanced other than in accordance with clause (b) of the
definition of Permitted Indebtedness;

     

    (e)           (i) purchase
money Liens on equipment or inventory acquired or held by any Loan Party or any
of its Subsidiaries in the ordinary course of its business to secure the
purchase price of such equipment or inventory or Indebtedness incurred solely
for the purpose of financing the acquisition of such equipment or inventory or
(ii) Liens existing on such equipment or inventory at the time of its
acquisition; provided, however, that
(A) no such Lien shall extend to or cover any other property of any Loan
Party or any of its Subsidiaries, (B) the principal amount of the
Indebtedness secured by any such Lien shall not exceed the cost of the property
so held or acquired and (C) the aggregate principal amount of Indebtedness
secured by any or all such Liens shall not exceed at any one time outstanding
$1,500,000;

     

    (f)           deposits
and pledges of cash securing (i) obligations incurred in respect of workers'
compensation, unemployment insurance or other forms of governmental insurance or
benefits, (ii) the performance of bids, tenders, leases, contracts (other
than for the payment of money) and statutory obligations or (iii) obligations on
surety or appeal bonds, but only to the extent such deposits or pledges are made
or otherwise arise in the ordinary course of business and secure obligations not
past due;

     

    (g)           easements,
zoning restrictions and similar encumbrances on real property and minor
irregularities in the title thereto that do not (i) secure obligations for the
payment of money or (ii) materially impair the value of such property or its use
by any Loan Party or any of its Subsidiaries in the normal conduct of such
Person's
business, including those set forth in the Title Insurance Policies in effect on
the Effective Date;

     

    (h)           Liens
on equipment securing Indebtedness permitted by subsection (c) of the definition
of Permitted Indebtedness;

     

    (i)           Liens
securing the Working Capital Indebtedness permitted by clause (f) of the
definition of "Permitted Indebtedness" contained in this Agreement; provided
that such Liens are subject to the Intercreditor Agreement;

     

    (j)           Liens
arising by reason of a judgment or judicial order in circumstances not
constituting an Event of Default under Section 9.01(k);

     

    (k)           Liens
of lessors or lessees, or sublessors or sublessees, of property leased pursuant
to leases permitted hereunder;

     

    (l)           non-exclusive
licenses of intellectual property in the ordinary course of business;
and

     

    


    
      
        
           

        

        
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    (m)           deed
restrictions on the real property located at 310 Steury Ave., Goshen, Indiana
required by the Indiana Department of Environmental Management with respect to
the long-term maintenance of an asphalt or concrete pavement, restricting the
property use to industrial purposes, and prohibiting the use of on-site
groundwater as described in the NXT Remediation Work Plan dated April
2006.

     

    "Person" means an
individual, corporation, limited liability company, partnership, association,
joint-stock company, trust, unincorporated organization, joint venture or other
enterprise or entity or Governmental Authority.

     

    "Phase I ESA" means
Phase I Environmental Site Assessment.

     

    "PIK Amount" means, as
at any date of determination, the amount of all interest accrued with respect to
the Term Loan that has been paid-in-kind by being added to the then outstanding
principal amount of the Term Loan in accordance with Section 2.04(a).

     

    "Plan" means any
Employee Plan or Multiemployer Plan.

     

    "Post-Default Rate"
means a rate of interest per annum equal to the rate of interest otherwise in
effect from time to time pursuant to the terms of this Agreement plus 3.0%, or,
if a rate of interest is not otherwise in effect, interest at the highest rate
specified herein for the Term Loan then outstanding prior to an Event of Default
plus 3.0%.

     

    "Proceeds" shall mean
all "proceeds" as such term is defined in Article 9 of the Uniform Commercial
Code and, in any event, shall also include (a) any and all proceeds of any
insurance, indemnity, warranty or guaranty payable to any Agent or any Lender or
any Loan Party from time to time with respect to any of the Collateral,
(b) any and all payments (in any form whatsoever) made or due and payable
to any Loan Party from time to time in connection with any requisition,
confiscation, condemnation, seizure or forfeiture of all or any part of the
Collateral by any Governmental Authority (or any Person acting under color of
Governmental Authority) and (c) any and all other amounts from time to time
paid or payable under or in connection with any of the Collateral.

     

    "Projections" means,
with respect to any Person, the forecasted consolidated balance sheet, statement
of operations and cash flow statement, of such Person and its Subsidiaries, all
prepared on a month-by-month, quarter-by-quarter, or annual basis, as the case
may be, for a given fiscal period and on a consistent basis with historical
financial statements of such Person or Persons, together with appropriate
supporting details and a statement of underlying assumptions as the
Administrative Agent shall reasonably require.

     

    "Pro Rata Share" means
with respect to a Lender's obligation to make the Term Loan and receive payments
of interest, fees, the Applicable Prepayment Premium, if any, and principal with
respect thereto, and all other matters (including, without limitation, the
indemnification obligations arising under Section 10.05), the percentage
obtained by dividing (a) the sum of such Lender's Term Loan
Commitment, by (b) the sum of the Total Commitment; provided that if the
Total Commitment has been reduced to zero, the numerator shall be the aggregate
unpaid principal amount of such Lender's portion of the
Term Loan and the denominator shall be the aggregate unpaid principal amount of
the Term Loan.

     

    


    
      
        
           

        

        
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    "Qualified Appraisal"
means an appraisal (a) which is or was conducted by a qualified independent
appraiser selected or approved by the Collateral Agent; (b) which will be or was
conducted in such a manner and of such a scope as is acceptable to the
Collateral Agent; and (c) the results of which are reasonably satisfactory to
the Collateral Agent.

     

    "Qualified Cash"
means, as of any date of determination, the amount of unrestricted Cash and Cash
Equivalents of the Loan Parties that is in deposit accounts or in securities
accounts, or any combination thereof,  over which the Collateral Agent
shall have "control" (as defined in the Uniform Commercial Code) and which such
deposit account or securities account is the subject of a Cash Management
Agreement and is maintained by a bank or securities intermediary that is a Cash
Management Bank.

     

    "Qualified Equity
Interests" means, with respect to any Person, all Equity Interests of
such Person that are not Disqualified Equity Interests.

     

    "Rating Agencies" has
the meaning specified therefor in Section
2.07.

     

    "Reference Bank" means
JPMorgan Chase Bank, its successors or any other commercial bank designated by
the Administrative Agent to the Administrative Borrower from time to
time.

     

    "Reference Rate" means
the greater of (a) the rate of interest publicly announced by the Reference Bank
in New York, New York from time to time as its reference rate, base rate or
prime rate and (b) 6.25%.  The reference rate, base rate or prime rate
is determined from time to time by the Reference Bank as a means of pricing some
loans to its borrowers and neither is tied to any external rate of interest or
index nor necessarily reflects the lowest rate of interest actually charged by
the Reference Bank to any particular class or category of
customers.  Each change in the Reference Rate shall be effective from
and including the date such change is publicly announced as being
effective.

     

    "Reference Rate Loan"
means that portion of the Term Loan that bears interest at a rate determined by
reference to the Reference Rate.

     

    "Register" has the
meaning specified therefor in Section
12.07(d).

     

    "Registered", with
respect to intellectual property, means issued, registered, renewed or subject
to a pending application.

     

    "Registered Loans" has
the meaning specified therefor in Section
12.07(d).

     

    "Registration Rights
Agreement" means the Registration Rights Agreement, in form and substance
satisfactory to the Agents, by and between Monaco and Holdco, with respect to
the demand and piggy-back registration rights of Holdco with respect to shares
of Warrant Stock that Holdco may acquire and the anti-dilution and tag-along
provisions applicable thereto.

     

    "Regulation T", "Regulation U" and
"Regulation X"
mean, respectively, Regulations T, U and X of the Board or any successor, as the
same may be amended or supplemented from time to time.

     

    


    
      
        
           

        

        
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    "Related Fund" means,
with respect to any Person, an Affiliate of such Person, or a fund or account
managed by such Person or an Affiliate of such Person.

     

    "Release" means any
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous
Material (including the abandonment or discarding of barrels, containers and
other closed receptacles containing any Hazardous Material) into the indoor or
outdoor environment, including, without limitation, the movement of Hazardous
Materials through or in the ambient air, soil, surface or ground water, or
property.

     

    "Release Price" means,
with respect to any Resort Property Lots and the Designated Real Property, the
amount identified as the "Release Price" with respect to such Resort Property
Lots and such Designated Real Property set forth on Schedule 1.01(D) to the
Disclosure Letter (as such schedule may be updated from time to time by the
Collateral Agent to reflect the "Release Price" of each parcel of real property
constituting the Combined Property that has been developed into, and will be
sold as, Resort Property Lots based on the most recent Qualified Appraisal of
such real property and as notified in writing to the Administrative Borrower by
the Collateral Agent) and, in the case of any Combined Property located at (a)
13300 Tamiami Trail East, Naples, Florida, (b) 5505 U.S. 31 South Bay Harbor, MI
and (c) Monroe St. & 58th Ave, Riverside, California, such Release Price
with respect to such Combined Property shall be increased on a dollar for dollar
basis by the amount of any Capital Expenditures made after the Effective Date in
connection with the construction and development of such Combined
Property.

     

    "Remedial Action"
means all actions taken to (a) clean up, remove, remediate, contain, treat,
monitor, assess, evaluate or in any other way address Hazardous Materials in the
indoor or outdoor environment; (b) prevent or minimize a Release or threatened
Release of Hazardous Materials so they do not migrate or endanger or threaten to
endanger public health or welfare or the indoor or outdoor environment; (c)
perform pre-remedial studies and investigations and post-remedial operation and
maintenance activities; or (d) perform any other actions authorized by
42 U.S.C. § 9601.

     

    "Reportable Event"
means an event described in Section 4043 of ERISA (other than an event not
subject to the provision for 30-day notice to the PBGC under the regulations
promulgated under such Section).

     

    "Required Lenders"
means Lenders whose Pro Rata Shares of the Term Loan aggregate at least
50.1%.

     

    "Required PZR
Facilities" means the Facilities located at the following locations: 606
Nelson's Parkway, Wakarusa, IN; 91320 Coburg Industrial Way, Eugene, OR; 425 N.
3rd Street, Harrisburg, OR; 30725 Diamond Hill Drive, Harrisburg, OR; and 4505
Monaco Way, Wildwood, FL.

     

    "Required PZR Reports"
means a zoning report from The Planning & Zoning Resource Corporation (or
other nationally recognized zoning consultant) evidencing each Required PZR
Facility's compliance with all applicable building codes, fire codes, other
health and safety rules and regulations, parking, density, and height
requirements and other building and zoning laws.

     

    


    
      
        
           

        

        
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    "Requirements of Law"
means, with respect to any Person, collectively, the common law and all federal,
state, provincial, local, foreign, multinational or international laws,
statutes, codes, treaties, standards, rules and regulations, guidelines,
ordinances, orders, judgments, writs, injunctions, decrees (including
administrative or judicial precedents or authorities) and the interpretation or
administration thereof by, and other determinations, directives, requirements or
requests of, any Governmental Authority, in each case that are applicable to or
binding upon such Person or any of its property or to which such Person or any
of its property is subject.

     

    "Reserve Percentage"
means, on any day, for any Lender, the maximum percentage prescribed by the
Board (or any successor Governmental Authority) for determining the reserve
requirements (including any basic, supplemental, marginal, or emergency
reserves) that are in effect on such date with respect to eurocurrency funding
(currently referred to as "eurocurrency liabilities") of that Lender, but so
long as such Lender is not required or directed under applicable regulations to
maintain such reserves, the Reserve Percentage shall be zero.

     

    "Resort Property Lots"
means each parcel of real property identified as "Resort Property Lots" on
Schedule 1.01(B) to the Disclosure Letter.

     

    "Resort Property Lot
Percentage" means the greater of (a) 25% and (b) the amount identified as
the "Minimum Repayment Amount" on Schedule 1.01(D) to the Disclosure Letter and
set forth opposite the applicable Resort Property Lot on such Schedule 1.01(D),
unless, as of any date of determination, either (i) Monaco and its Subsidiaries
shall have failed to comply with any of the financial covenants set forth on
Schedule 1.01(H) hereto with respect to the twelve (12) consecutive fiscal
months for which the last month ends on a date immediately prior to such date of
determination for which financial statements have been provided pursuant to
Section 7.01(a) or (ii) an Event of Default has occurred and is continuing, in
which case, 100%.

     

    "Restricted Payments"
has the meaning specified therefor in Section 7.02(h).

     

    "Rolling Stock" means
all trucks, trailers, tractors, service vehicles, vans, pick up trucks,
forklifts, wheel loaders and other registered mobile equipment and vehicles,
wherever located; excluding any of the foregoing that constitutes
Inventory.

     

    "SEC" means the
Securities and Exchange Commission or any other similar or successor agency of
the Federal government administering the Securities Act.

     

    "Securities Act" means
the Securities Act of 1933, as amended, or any similar Federal statute, and the
rules and regulations of the SEC thereunder, all as the same shall be in effect
from time to time.

     

    "Securitization" has
the meaning specified therefor in Section
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    "Security Agreement"
means a Pledge and Security Agreement made by a Loan Party in favor of the
Collateral Agent for the benefit of the Agents and the Lenders, substantially in
the form of Exhibit A, securing the Obligations and delivered to the
Collateral Agent.

     

    "SNDA" means a
Subordination, Non-Disturbance and Attornment Agreement, in form and substance
satisfactory to the Collateral Agent, between a tenant under a Lease and the
Collateral Agent, and acknowledged by the applicable Loan Party which is the
landlord under such Lease.

     

    "Solvent" means, with
respect to any Person on a particular date, that on such date (a) the fair
value of the property of such Person is not less than the total amount of the
liabilities of such Person, (b) the present fair salable value of the
assets of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its existing debts as they become
absolute and matured, (c) such Person is able to realize upon its assets
and pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the normal course of business, (d) such
Person does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's ability to pay as
such debts and liabilities mature, and (e) such Person is not engaged in
business or a transaction, and is not about to engage in business or a
transaction, for which such Person's property would
constitute unreasonably small capital.

     

    "Specified Tax Refund"
has the meaning set forth in Section
2.05(e)(i).

     

    "Specified M&E and RE
Amount" means the sum of (A) forty-five percent (45%) of the then current
aggregate Specified Value of the Eligible Real Property determined by the
Collateral Agent by reference to the most recent Qualified Appraisal of such
Eligible Real Property, less the amount of any environmental reserve established
by the Collateral Agent in connection with any Remedial Actions that the
Collateral Agent reasonably determines to be necessary or advisable from time to
time, plus (B) eighty percent (80%) of the then current aggregate Specified
Value of the Eligible Appraised Equipment determined by the Collateral Agent by
reference to the most recent Qualified Appraisal of such Eligible Appraised
Equipment.

     

    "Specified Value"
means:

     

    (a)           on
the Effective Date, with respect to any Eligible Real Property set forth on
Schedule 1.01(B) to the Disclosure Letter, the amount set forth in the Qualified
Appraisal delivered to the Collateral Agent on or prior to the Effective
Date;

     

    (b)           with
respect to any Eligible Real Property set forth on Schedule 1.01(B) to the
Disclosure Letter thereafter, the fair market value (net of expenses of sale) of
such Eligible Real Property assuming a marketing period of one year or less as
determined from time to time by the Collateral Agent by reference to the most
recent Qualified Appraisal performed at the direction of the Collateral Agent;
provided that,
so long as no Default or Event of Default shall have occurred and be continuing,
the Collateral Agent shall (i) provide 3 days' prior notice of the Qualified
Appraisal to the Administrative Borrower and (ii) not revalue the "Specified
Value" of any such Eligible Real Property more than once in any twelve calendar
month period;

     

    


    
      
        
           

        

        
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    (c)           on
the Effective Date, with respect to any Eligible Appraised Equipment set forth
on Schedule 1.01(C) to the Disclosure Letter, the amount set forth in the
Qualified Appraisal delivered to the Collateral Agent on or prior to the
Effective Date; and

     

    (d)           with
respect to any Eligible Appraised Equipment thereafter, the forced liquidation
value (net of liquidation expenses) of such Eligible Appraised Equipment as
determined from time to time by the Collateral Agent by reference to the most
recent Qualified Appraisal performed at the direction of the Collateral Agent;
provided that,
so long as no Default or Event of Default shall have occurred and be continuing,
the Collateral Agent shall (i) provide 3 days' prior notice of the Qualified
Appraisal to the Administrative Borrower and (ii) not revalue the "Specified
Value" of any such Eligible Appraised Equipment more than once in any twelve
calendar month period.

     

    "Standard &
Poor's" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc. and any successor thereto.

     

    "Subordinated
Indebtedness" means Indebtedness of any Loan Party the terms of which are
satisfactory to the Collateral Agent which has been expressly subordinated in
right of payment to all Indebtedness of such Loan Party under the Loan Documents
(i) by the execution and delivery of a subordination agreement, in form and
substance satisfactory to the Collateral Agent, or (ii) otherwise on terms
and conditions (including, without limitation, subordination provisions, payment
terms, interest rates, covenants, remedies, defaults and other material terms)
satisfactory to the Collateral Agent.

     

    "Subsidiary" means,
with respect to any Person at any date, any corporation, limited or general
partnership, limited liability company, trust, estate, association, joint
venture or other business entity (a) the accounts of which would be
consolidated with those of such Person in such Person's consolidated financial
statements if such financial statements were prepared in accordance with GAAP or
(b) of which more than 50% of (i) the outstanding Equity Interests
having (in the absence of contingencies) ordinary voting power to elect a
majority of the Board of Directors of such Person, (ii) in the case of a
partnership or limited liability company, the interest in the capital or profits
of such partnership or limited liability company or (iii) in the case of a
trust, estate, association, joint venture or other entity, the beneficial
interest in such trust, estate, association or other entity business is, at the
time of determination, owned or controlled directly or indirectly through one or
more intermediaries, by such Person.

     

    "Taxes" has the
meaning specified therefor in Section
2.08(a).

     

    "Term Loan" means,
collectively, the loans made by the Lenders to the Borrowers on the Effective
Date pursuant to Section 2.01(a).

     

    "Term Loan Commitment"
means, with respect to each Lender, the commitment of such Lender to make its
portion of the Term Loan to the Borrowers in the amount set forth in
Schedule 1.01(A) hereto, as the same may be terminated or reduced from time
to time in accordance with the terms of this Agreement.

     

    "Term Loan Priority
Collateral" has the meaning specified for the term "Term Priority
Collateral" in the Intercreditor Agreement.

     

    


    
      
        
           

        

        
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    "Title Insurance
Policy" means a mortgagee's loan policy, in form and substance
satisfactory to the Collateral Agent, together with all endorsements made from
time to time thereto, issued by or on behalf of Chicago Title Company or another
title insurance company satisfactory to the Collateral Agent, insuring the Lien
created by a Mortgage in an amount and on terms satisfactory to the Collateral
Agent, delivered to the Collateral Agent.

     

    "Total Commitment"
means the sum of the amounts of the Term Loan Commitments, which amount shall
equal $39,300,000 on the Effective Date.

     

    "Transaction
Documents" means the Loan Documents and the Working Capital Loan
Documents.

     

    "Transferee" has the
meaning specified therefor in Section
2.08(a).

     

    "UCC Filing Authorization
Letter" means a letter duly executed by each Loan Party authorizing the
Collateral Agent to file appropriate financing statements on Form UCC-1 without
the signature of such Loan Party in such office or offices as may be necessary
or, in the opinion of the Collateral Agent, desirable to perfect the security
interests purported to be created by each Security Agreement and each
Mortgage.

     

    "Uniform Commercial
Code" has the meaning specified therefor in Section 1.03.

     

    "USA PATRIOT Act" has
the meaning specified therefor in Section
12.23.

     

    "WARN" has the meaning
specified therefor in Section 6.01(z).

     

    "Warrants" has the
meaning assigned to such term in Section
13.01.

     

    "Warrantholder Rights
Agreement" means an agreement, dated as of the date hereof, by and among
the Monaco, certain shareholders of Monaco and Holdco, in form and substance
satisfactory to Holdco, as amended, restated or otherwise modified.

     

    "Warrant Stock" has
the meaning assigned to such term in the Warrants.

     

    "Working Capital
Agent" means Bank of America, N.A., as administrative agent for the
Working Capital Lenders under the Working Capital Credit Agreement (and any
successor agent).

     

    "Working Capital Borrowing
Base" means the "Borrowing Base" as defined in the Working Capital Credit
Agreement, as in effect on the Effective Date.

     

    "Working Capital Credit
Agreement" means the Credit Agreement, dated as of the date hereof, among
the Loan Parties, the Working Capital Lenders, and the Working Capital Agent, as
the same may be amended, modified, supplemented, replaced, renewed or refinanced
from time to time in accordance with the terms of the Intercreditor Agreement or
clause (f) of the definition of Permitted Indebtedness contained in this
Agreement.

     

    


    
      
        
           

        

        
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    "Working Capital
Indebtedness" means the Indebtedness of the Loan Parties owing to the
Working Capital Agent and the Working Capital Lenders under the Working Capital
Credit Agreement.

     

    "Working Capital
Lenders" means the lenders from time to time party to the Working Capital
Credit Agreement.

     

    "Working Capital Letters of
Credit" means the letters of credit issued under the Working Capital
Credit Agreement.

     

    "Working Capital Loan
Documents" means collectively, (i) the Working Capital Credit Agreement,
and (ii) all other agreements, instruments, and other documents executed and
delivered pursuant to the foregoing, as the same may be amended, modified,
supplemented, replaced, renewed or refinanced from time to time in accordance
with the terms of the Intercreditor Agreement.

     

    "Working Capital
Loans" means the revolving loans made by the Working Capital Lenders
under the Working Capital Credit Agreement.

     

    "Working Capital Priority
Collateral" has the meaning specified for the term "ABL Priority
Collateral" in the Intercreditor Agreement.

     

    "Working Capital Revolving
Loan Commitment" means the "Revolving Loan Commitment" as defined in the
Working Capital Credit Agreement, as in effect on the date hereof.

     

    "Working Investment"
means, at any date of determination thereof, (a) the sum, for any Person and its
Subsidiaries, of (i) the unpaid face amount of all Accounts Receivable of
such Person and its Subsidiaries as at such date of determination, plus (ii) the
aggregate amount of prepaid expenses and other current assets (including
Inventory but excluding cash) of such Person and its Subsidiaries as at such
date of determination, minus (b) the
sum, for such Person and its Subsidiaries, of (i) the unpaid amount of all
accounts payable of such Person and its Subsidiaries as at such date of
determination, plus (ii) the
aggregate amount of all accrued expenses of such Person and its Subsidiaries as
at such date of determination (but, excluding from accounts payable and accrued
expenses, the current portion of long-term debt and all accrued interest and
taxes); provided that the effect of the receipt by any Loan Party of the
Specified Tax Refund shall be excluded for all purposes of this
definition.

     

    Section
1.02 Terms
Generally.  The definitions of terms herein shall apply
equally to the singular and plural forms of the terms
defined.  Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms.  The words
"include", "includes" and "including" shall be deemed to be followed by the
phrase "without limitation".  The word "will" shall be construed to
have the same meaning and effect as the word "shall".  Unless the
context requires otherwise, (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to

     

    


    
      
        
           

        

        
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    include
such Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any right or interest in or to
assets and properties of any kind whatsoever, whether real, personal or mixed
and whether tangible or intangible.  References in this Agreement to
"determination" by any Agent include good faith estimates by such Agent (in the
case of quantitative determinations) and good faith beliefs by such Agent (in
the case of qualitative determinations).

     

    Section
1.03 Accounting and Other Terms.  Unless
otherwise expressly provided herein, each accounting term used herein shall have
the meaning given it under GAAP applied on a basis consistent with those used in
preparing the Financial Statements.  All terms used in this Agreement
which are defined in Article 8 or Article 9 of the Uniform Commercial Code as in
effect from time to time in the State of New York (the "Uniform Commercial
Code") and which are not otherwise defined herein shall have the same
meanings herein as set forth therein, provided that terms used herein which are
defined in the Uniform Commercial Code as in effect in the State of New York on
the date hereof shall continue to have the same meaning notwithstanding any
replacement or amendment of such statute except as any Agent may otherwise
determine.

     

    Section
1.04 Time
References.  Unless otherwise indicated herein, all
references to time of day refer to Eastern Standard Time or Eastern daylight
saving time, as in effect in New York City on such day.  For purposes
of the computation of a period of time from a specified date to a later
specified date, the word "from" means "from and including" and the words "to"
and "until" each means "to but excluding"; provided, however, that with
respect to a computation of fees or interest payable to any Agent or any Lender,
such period shall in any event consist of at least one full day.

     

    ARTICLE II

     

    


     

    THE
LOANS

     

    Section
2.01 Commitments.  (a)  Subject to
the terms and conditions and relying upon the representations and warranties
herein set forth, each Lender severally agrees to make its Pro Rata Share of the
Term Loan to the Borrowers on the Effective Date, in an aggregate principal
amount not to exceed the amount of such Lender's Term Loan
Commitment.

     

    (b) Notwithstanding
the foregoing, the aggregate principal amount of the Term Loan made on the
Effective Date shall not exceed the lower of (i) the Total Commitment and (ii)
the Specified M&E and RE Amount.  Any principal amount of the Term
Loan which is repaid or prepaid may not be reborrowed.

     

    Section
2.02 Making
the Term Loan.  (a)  The Administrative Borrower
shall give the Administrative Agent prior notice (in substantially the form of
Exhibit B hereto (a "Notice of
Borrowing")), not later than 12:00 noon (New York City time) on the
date which is 3 Business Days prior to the date of the proposed borrowing of the
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    period as
the Administrative Agent is willing to accommodate).  Such Notice of
Borrowing shall be irrevocable and shall specify (i) the principal amount
of the Term Loan, (ii)  whether the Term Loan is to be a Reference Rate
Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial
Interest Period with respect thereto, and (iii) the proposed borrowing
date, which must be a Business Day.  The Administrative Agent and the Lenders
may act without liability upon the basis of written notice believed by the
Administrative Agent in good faith to be from the Administrative Borrower (or
from any Authorized Officer thereof designated in writing purportedly from the
Administrative Borrower to the Administrative Agent).  The
Administrative Agent and each Lender shall be entitled to rely conclusively on
any Authorized Officer's authority to request the Term Loan on behalf of the
Borrowers until the Administrative Agent receives written notice to the
contrary.  The Administrative Agent and the Lenders shall have no duty
to verify the authenticity of the signature appearing on any written Notice of
Borrowing.

     

    (b) The
Notice of Borrowing pursuant to this Section 2.02
shall be irrevocable and the Borrowers shall be bound to make a borrowing in
accordance therewith.

     

    (c) Except as
otherwise provided in this subsection 2.02(c),
all Loans under this Agreement shall be made by the Lenders simultaneously and
proportionately to their Pro Rata Shares of the Total Commitment, it being
understood that no Lender shall be responsible for any default by any other
Lender in that other Lender's obligations to make a Loan requested hereunder,
nor shall the Commitment of any Lender be increased or decreased as a result of
the default by any other Lender in that other Lender's obligation to make a Loan
requested hereunder, and each Lender shall be obligated to make the Loans
required to be made by it by the terms of this Agreement regardless of the
failure by any other Lender.

     

    Section
2.03 Repayment of Term Loan; Evidence of
Debt.  (a)  The outstanding principal of the Term
Loan shall be repayable in forty-two (42) consecutive monthly installments, on
the first day of each month (or if such date is not a Business Day, on the next
succeeding Business Day) commencing on December 1, 2008 and ending on the Final
Maturity Date, consisting of forty-one (41) installments, in the amount equal to
$400,000, followed by a final installment in an amount necessary to repay in
full the unpaid principal amount of the Term Loan.  

     

    (b) Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the Indebtedness of the Borrowers to such Lender resulting
from the Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time
hereunder.

     

    (c) The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrowers to each Lender
hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share
thereof.

     

    (d) The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to
maintain such accounts or any error therein shall not in any manner affect the
obligation of the Borrowers to repay the Loans in accordance with the terms of
this Agreement.

     

    


    
      
        
           

        

        
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    (e) Any
Lender may request that the Loan made by it be evidenced by a promissory
note.  In such event, the Borrowers shall execute and deliver to such
Lender a promissory note payable to the order of such Lender (or, if requested
by such Lender, to such Lender and its registered assigns) in a form furnished
by the Collateral Agent and reasonably acceptable to the Administrative
Borrower.  Thereafter, the Loan evidenced by such promissory note and
interest thereon shall at all times (including after assignment pursuant to Section 12.07) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered
assigns).

     

    Section
2.04 Interest.  (a)  Subject to the
terms of this Agreement, at the option of the Administrative Borrower, all or
any portion of the Term Loan shall be either a Reference Rate Loan or a LIBOR
Rate Loan.  Each portion of the Term Loan that is:

     

    (i) a
Reference Rate Loan shall bear interest on the principal amount thereof from
time to time outstanding, from the date of the Term Loan until repaid, at a rate
per annum equal to the sum of (A) Reference Rate then in effect for that portion
of the Term Loan plus (B) the
Applicable Margin plus (C) the
Applicable PIK Margin; provided that, in the
absence of a continuing Event of Default, that portion of such interest equal to
the Applicable PIK Margin shall, in the absence of an election by the
Administrative Borrower to pay such interest in cash, be paid-in-kind by being
added to the outstanding principal amount of the Term Loan, provided, further, that, the
Administrative Borrower may, on or prior to the date that is 5 Business Days
prior to the due date thereof, elect to pay in cash all or any portion of the
interest that may be paid-in-kind pursuant to this proviso.

     

    (ii) Each
portion of the Term Loan that is a LIBOR Rate Loan shall bear interest on the
principal amount thereof from time to time outstanding, from the date of the
Term Loan until repaid, at a rate per annum equal to the sum of (A) the LIBOR
Rate for the Interest Period then in effect for that portion of the Term Loan
plus (B) the
Applicable Margin plus (C) the
Applicable PIK Margin; provided that, in the
absence of a continuing Event of Default, that portion of such interest equal to
the Applicable PIK Margin shall, in the absence of an election by the
Administrative Borrower to pay such interest in cash, be paid-in-kind by being
added to the outstanding principal amount of the Term Loan, provided, further, that, the
Administrative Borrower may, on or prior to the date that is five (5) Business
Days prior to the due date thereof, elect to pay in cash all or any portion of
the interest that may be paid-in-kind pursuant to this proviso.

     

    (b) Default
Interest.  To the extent permitted by law and notwithstanding
anything to the contrary in this Section, upon the occurrence and during the
continuance of an Event of Default, the principal of, and all accrued and unpaid
interest on, the Term Loan, fees, indemnities or any other Obligations of the
Loan Parties under this Agreement and the other Loan Documents, shall bear
interest, from the date such Event of Default occurred until the date such Event
of Default is cured or waived in writing in accordance herewith, at a rate per
annum equal at all times to the Post-Default Rate.

     

    


    
      
        
           

        

        
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    (c) Interest
Payment.  Interest on the Term Loan shall be payable monthly,
in arrears, on the first day of each month, commencing on the first day of the
month following the month in which such Loan is made and at maturity (whether
upon demand, by acceleration or otherwise).  Interest at the
Post-Default Rate shall be payable on demand.  Each Borrower hereby
authorizes the Administrative Agent to, and the Administrative Agent may, from
time to time, charge the Loan Account pursuant to Section 4.02 with the amount of any interest payment
due hereunder.

     

    (d) General.  All
interest shall be computed on the basis of a year of 360 days and the actual
number of days, including the first day but excluding the last day,
elapsed.

     

    Section
2.05 Termination of Total Commitment; Prepayment of Term
Loan.

     

    (a) Termination of Total
Commitment.  The Total Commitment shall terminate at
5:00 p.m. (New York City time) on the Effective Date.

     

    (b) Optional
Prepayment.

     

    (i) Term
Loan.  The Borrowers may, at any time and from time to time,
upon at least 5 Business Days' prior written notice to the Administrative Agent,
prepay the principal of the Term Loan, in whole or in part.  Each
prepayment made pursuant to this clause (b)(i) shall be accompanied by the payment of accrued
interest to the date of such payment on the amount prepaid, together with the
Applicable Prepayment Premium, if any, payable in connection with such
prepayment of the Term Loan.  Each such prepayment shall be applied
against the remaining installments of principal due on the Term Loan in the
inverse order of maturity.

     

    (ii) Prepayment In
Full.  The Borrowers may, upon at least 60 days prior written
notice to the Administrative Agent, terminate this Agreement by paying to the
Administrative Agent, in cash, the Obligations, in full, plus the Applicable
Prepayment Premium, if any, payable in connection with such termination of this
Agreement.  If the Administrative Borrower has sent a notice of
termination pursuant to this clause (ii), the Borrowers shall be obligated to
repay the Obligations, in full and in cash, plus the Applicable Prepayment
Premium, if any, payable in connection with such termination of this Agreement,
on the date set forth as the date of termination of this Agreement in such
notice.

     

    (iii) General.  In
the event of the termination of this Agreement or a prepayment or repayment of
the Obligations at any time prior to the Final Maturity Date, for any reason,
including in connection with (A) any optional prepayment of the principal of the
Term Loan, whether in whole or in part, in accordance with this Section 2.05(b),
(B) any mandatory prepayment of the principal of the Term Loan in accordance
with the provisions of Section 2.05(c) (other than in connection with any
mandatory prepayment pursuant to Section 2.05(c)(i), Section 2.05(c)(ii),
Section 2.05(c)(iii), Section 2.05(c)(iv) or Section 2.05(c)(vi)), (C) the
acceleration of the Obligations after the occurrence and during the continuance
of an Event of Default, (D) the foreclosure and sale of or collection of the
Collateral, (E) the sale of the Collateral in any Insolvency Proceeding, (F) the
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    the
Obligations by the confirmation of a plan of reorganization or any other plan of
compromise, restructure, or arrangement in any Insolvency Proceeding, or (G) to
the extent not otherwise provided above, any other prepayment in full of the
Obligations at any time prior to the Final Maturity Date, then, in view of the
impracticability and extreme difficulty of ascertaining the actual amount of
damages to the Agents and the Lenders or profits lost by the Agents and the
Lenders as a result of such prepayment, and by mutual agreement of the parties
as to a reasonable estimation and calculation of the lost profits or damages of
the Agents and the Lenders, Borrowers shall pay to Agent, in cash, the
Applicable Prepayment Premium, if any, measured as of the date of such
termination or prepayment.

     

    (c) Mandatory
Prepayment.

     

    (i) Within 10
days of delivery to the Agents and the Lenders of audited annual financial
statements pursuant to Section 7.01(a)(ii),
commencing with the delivery to the Agents and the Lenders of the financial
statements for the Fiscal Year ended December 26, 2009 or, if such financial
statements are not delivered to the Agents and the Lenders on the date such
statements are required to be delivered pursuant to Section 7.01(a)(ii), 10 days after the date such
statements are required to be delivered to the Agents and the Lenders pursuant
to Section 7.01(a)(ii), the Borrowers shall prepay
the outstanding principal amount of the Loans in accordance with clause (d)
below in an amount equal to 75% of the Excess Cash Flow of Monaco and its
Subsidiaries for such Fiscal Year.

     

    (ii) Immediately
upon any Disposition (other than any Disposition of any Resort Property Lots or
Designated Real Property) by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the
outstanding principal amount of the Term Loan in accordance with clause (d)
below in an amount equal to 100% of the Net Cash Proceeds received by such
Person in connection with such Disposition to the extent that the aggregate
amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries
(and not paid to the Administrative Agent as a prepayment of the Loans) shall
exceed for all such Dispositions $50,000 in any Fiscal Year.  Nothing
contained in this subsection (ii) shall permit any Loan Party or any of its
Subsidiaries to make a Disposition of any property other than in accordance with
Section 7.02(c)(ii) and Section 7.02(c)(iii).

     

    (iii) Immediately
upon any Disposition of any Resort Property Lots or any Disposition of any real
property that has been developed into lots and constitutes a Combined Property
that is being disposed of as Resort Property Lots, in each case, by any Loan
Party or its Subsidiaries pursuant to Section
7.02(c)(iii), the Borrowers shall prepay the outstanding principal amount of
the Term Loan in accordance with clause (d) below in an amount equal to the
Resort Property Lot Percentage of the Net Cash Proceeds received by such Person
in connection with such Disposition.   Any remaining Net Cash
Proceeds relating to any such Disposition which are not reinvested in accordance
with Section 7.01(r) shall be applied upon the expiration of the applicable
Reinvestment Period in accordance with clause (d) below.  Nothing
contained in this subsection (iii) shall permit any Loan Party or any of its
Subsidiaries to make a Disposition of any property other than in accordance with
Section 7.02(c)(ii) and Section 7.02(c)(iii).

     

    


    
      
        
           

        

        
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    (iv) Immediately
upon any Disposition of any Designated Real Property or any Disposition of real
property constituting a Combined Property that is being disposed of as
Designated Real Property by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(iii), the Borrowers shall prepay the
outstanding principal amount of the Term Loan in accordance with clause (d)
below in an amount equal to 100% of the Net Cash Proceeds received by such
Person in connection with such Disposition.  Nothing contained in this
subsection (iv) shall permit any Loan Party or any of its Subsidiaries to make a
Disposition of any property other than in accordance with Section 7.02(c)(ii) and Section
7.02(c)(iii).

     

    (v) Upon the
issuance or incurrence by any Loan Party or any of its Subsidiaries of any
Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance,
the Borrowers shall prepay the outstanding amount of the Term Loan in accordance
with clause (d) below in an amount equal to 100% of the Net Cash Proceeds
received by such Person in connection therewith.  The provisions of
this subsection (v) shall not be deemed to be
implied consent to any such issuance, incurrence or sale otherwise prohibited by
the terms and conditions of this Agreement.

     

    (vi) Upon the
receipt by any Loan Party or any of its Subsidiaries of any Extraordinary
Receipts, the Borrowers shall prepay the outstanding principal amount of the
Term Loan in accordance with clause (d) below an amount equal to 100% of such
Extraordinary Receipts, net of any reasonable expenses incurred in collecting
such Extraordinary Receipts.

     

    (vii) Within 30
days of the receipt by the Administrative Borrower of a Notice of Revaluation,
the Borrowers shall prepay the Term Loan when the aggregate outstanding
principal amount of the Term Loan exceeds the Specified M&E and RE Amount,
to the full extent of any such excess.

     

    (viii) The
Borrowers will immediately prepay all Obligations in the event that the Working
Capital Credit Agreement entered into on the Effective Date is terminated for
any reason and both (A) the Working Capital Credit Agreement is not replaced
with another working capital credit agreement, the terms and conditions of which
are no less favorable to the Borrowers and the Lenders than the Working Capital
Credit Agreement entered into on the Effective Date and (B) the lender or
lenders party to such new working capital credit facility are not reasonably
acceptable to the Collateral Agent.

     

    (ix) Notwithstanding
the foregoing, with respect to Net Cash Proceeds received by any Loan Party or
any of its Subsidiaries in connection with a Disposition or the receipt of
Extraordinary Receipts consisting of insurance proceeds (other than proceeds of
business interruption insurance) or condemnation awards that are required to be
used to prepay the Term Loan pursuant to Section
2.05(c)(ii) or Section 2.05(c)(vi), as the case
may be, up to (x) in the case of real property, $1,000,000 in the aggregate in
any Fiscal Year and (y) in the case of any assets other than real property,
$100,000 in the aggregate in any Fiscal Year, of the Net Cash Proceeds from all
such Dispositions and Extraordinary Receipts shall not be required to be so used
to prepay the Obligations to the extent that such Net Cash Proceeds and
Extraordinary Receipts are used to purchase, replace, repair or restore
equipment or long term assets used in such Person's business, provided ,
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     (A) no
Default or Event of Default has occurred and is continuing on the date such
Person receives such Net Cash Proceeds or Extraordinary Receipts, (B) the
Administrative Borrower delivers a certificate to the Agents within 30 days
after such Disposition, loss, destruction or taking, stating that such Net Cash
Proceeds or Extraordinary Receipts shall be used to purchase, replace, repair or
restore equipment or long term assets used in such Person's business within a
period specified in such certificate not to exceed 180 days after the date
of receipt of such Net Cash Proceeds or Extraordinary Receipts (which
certificate shall set forth good faith reasonable estimates of the Net Cash
Proceeds or Extraordinary Receipts to be so expended), (C) such Net Cash
Proceeds or Extraordinary Receipts are deposited in the Cash Collateral Account
and released by the Collateral Agent to pay for expenditures that are incurred
in accordance with and up to the estimated amounts specified in the relevant
certificate furnished to the Agents pursuant to clause (B) above as and when due
and payable or otherwise in a manner and in an amount authorized by the
Collateral Agent, and (D) upon the earlier of the expiration of the period
specified in the relevant certificate furnished to the Administrative Agent
pursuant to clause (B) above or the occurrence of a Default or an Event of
Default, such Net Cash Proceeds or Extraordinary Receipts if not theretofore so
used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section
2.05(c)(vi) as applicable.  

     

    (d) Application of
Payments.  Subject to Section 2.05(e), each prepayment required
pursuant to Section 2.05(c) above shall be applied against the remaining
installments of principal of the Term Loan in the inverse order of
maturity.  Notwithstanding the foregoing, after the occurrence and
during the continuance of an Event of Default, prepayments required under
Section 2.05(c) shall be applied in the manner set forth in Section 4.04(b).

     

    (e) Application of Mandatory
Prepayments to Working Capital Loans.  Notwithstanding anything
to the contrary contained in Section
2.05(c):

     

    (i) in the
case of (A) any Disposition of Working Capital Priority Collateral, (B) the
receipt of Extraordinary Receipts consisting of tax refunds received in
connection with operating losses of Monaco and its Subsidiaries incurred during
the Fiscal Year ended January 3, 2009 in an aggregate amount not to exceed
$8,000,000 (the "Specified Tax
Refund"), or (C) the receipt of Extraordinary Receipts consisting of up
to $6,000,000 in the aggregate of proceeds of business interruption insurance
for all such events and occurrences received by Monaco or any of its
Subsidiaries (the "Specified BI
Proceeds"), any mandatory prepayment of the Term Loan required pursuant
to Section 2.05(c) with the Proceeds of such Working Capital Priority
Collateral, Specified Tax Refund or Specified BI Proceeds shall be reduced, on a
dollar-for-dollar basis, by the amount of any corresponding repayment of the
Working Capital Loans made under the Working Capital Credit Agreement with the
Proceeds of such Working Capital Priority Collateral; provided that (1) in
the case of clauses (A) and (B) above, the amount of any such repayment is
available to be reborrowed pursuant to the terms of the Working Capital Credit
Agreement and (2) in the case of clause (C) above, such Specified BI Proceeds
shall only be permitted to be applied to the Working Capital Loans or other
financial accommodations under the Working Capital Credit Agreement to the
extent that the full amount of such proceeds are available to (a) be borrowed by
the Borrowers (whether or not a Default or Event  of Default (as such
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    occurred
and is continuing under the Working Capital Loan Documents) for the working
capital needs of the Loan Parties or (b) reimburse the Working Capital Agent and
the Working Capital Lenders for any revolving loans or other financial
accommodations made by them to fund the working capital needs of the Loan
Parties after the occurrence of the event giving rise to the payment of the
business interruption insurance proceeds; and

     

    (ii) no
mandatory prepayment of the Term Loan shall be required pursuant to Section
2.05(c) with proceeds of Working Capital Priority Collateral in the event that
the Working Capital Credit Agreement (as in effect on the date hereof and
without giving effect to any waiver of the terms thereof) permits the Loan
Parties to reinvest the Proceeds of such Working Capital Priority Collateral and
such Proceeds are so reinvested in accordance with the applicable reinvestment
provisions contained in the Working Capital Credit Agreement (as in effect on
the date hereof and without giving effect to any waiver of the terms
thereof).

     

    (f) Interest and
Fees.  Any prepayment made pursuant to this Section 2.05 shall be accompanied by (i) accrued
interest on the principal amount being prepaid to the date of prepayment, (ii)
any Funding Losses payable pursuant to Section
2.11, (iii) the Applicable Prepayment Premium, if any, payable in connection
with such prepayment of the Loans and (iv) if such prepayment would reduce the
amount of the outstanding Loans to zero, such prepayment shall be accompanied by
the payment of all fees accrued to such date pursuant to Section 2.06.

     

    (g) Cumulative
Prepayments.  Except as otherwise expressly provided in this Section 2.05, payments with respect to any subsection
of this Section 2.05 are in addition to payments
made or required to be made under any other subsection of this Section 2.05.

     

    Section
2.06 Fees.  As and when due and payable under
the terms of the Fee Letter, the Borrowers shall pay the fees set forth in the
Fee Letter.

     

    Section
2.07 Securitization.  The Loan Parties hereby
acknowledge that the Lenders and their Affiliates may sell or securitize the
Loans (a "Securitization")
through the pledge of the Loans as collateral security for loans to the Lenders
or their Affiliates or through the sale of the Loans or the issuance of direct
or indirect interests in the Loans, which loans to the Lenders or their
Affiliates or direct or indirect interests will be rated by Moody's, Standard
& Poor's or one or more other rating agencies (the "Rating
Agencies").  The Loan Parties shall cooperate with the Lenders
and their Affiliates to effect the Securitization including, without limitation,
by (a) amending this Agreement and the other Loan Documents, and executing
such additional documents, as reasonably requested by the Lenders in connection
with the Securitization, provided that (i) any
such amendment or additional documentation does not impose material additional
costs on the Loan Parties and (ii) any such amendment or additional
documentation does not materially adversely affect the rights, or materially
increase the obligations, of the Loan Parties under the Loan Documents or change
or affect in a manner adverse to the Loan Parties the financial terms of the
Loans and (b) providing such information as may be reasonably requested by
the Lenders in connection with the rating of the Loans or the
Securitization.

     

    


    
      
        
           

        

        
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    Section
2.08 Taxes.  (a)  Any
and all payments by any Loan Party hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any and all present or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding (i) taxes
imposed on or measured by the net income, net receipts or capital of any Agent
or any Lender (or any transferee or assignee thereof, including a participation
holder (any such entity, a "Transferee")) by the
jurisdiction in which such Person is organized or has its principal lending
office or in which it is subject to such tax as a result of a present or former
connection with such jurisdiction (other than any such connection arising from
having executed, delivered, performed its obligations or received payment under,
or enforced any Loan Document) or (ii) branch profits taxes imposed by the
United States (all such nonexcluded taxes, levies, imposts, deductions, charges
withholdings and liabilities, collectively or individually, "Taxes").  If
any Loan Party shall be required to deduct any Taxes from or in respect of any
sum payable hereunder to any Agent or any Lender (or any Transferee), (i) the
sum payable shall be increased by the amount (an "Additional Amount")
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.08) such Agent or
such Lender (or such Transferee) shall receive an amount equal to the sum it
would have received had no such deductions been made, (ii) such Loan Party shall
make such deductions and (iii) such Loan Party shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

     

    (b) In
addition, each Loan Party agrees to pay to the relevant Governmental Authority
in accordance with applicable law any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies that
arise from any payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or any other Loan
Document ("Other
Taxes").  Each Loan Party shall deliver to each Agent and each
Lender official receipts in respect of any Taxes or Other Taxes payable
hereunder promptly after payment of such Taxes or Other Taxes.

     

    (c) The Loan
Parties hereby jointly and severally indemnify and agree to hold each Agent and
each Lender harmless from and against Taxes and Other Taxes (including, without
limitation, Taxes and Other Taxes imposed on any amounts payable under this
Section 2.08) paid by such Person, whether or not such Taxes or Other Taxes were
correctly or legally asserted.  Such indemnification shall be paid
within 10 days from the date on which any such Person makes written demand
therefore specifying in reasonable detail the nature and amount of such Taxes or
Other Taxes.

     

    (d) Each
Lender (or Transferee) that is organized under the laws of a jurisdiction
outside the United States (a "Non-U.S. Lender")
agrees that it shall, no later than the Effective Date (or, in the case of a
Lender or Transferee which becomes a party hereto or participation holder
pursuant to Section
12.07 hereof after the Effective Date, promptly after the date upon which
such Lender or Transferee becomes a party hereto) deliver to the Agents one
properly completed and duly executed copy of either U.S. Internal Revenue
Service Form W-8BEN, W-8ECI or W-8IMY or any subsequent versions thereof or
successors thereto, in each case claiming complete exemption from, or reduced
rate of, U.S. Federal withholding tax and payments of interest
hereunder.  In addition, in the case of a Non-U.S. Lender
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    exemption
from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Internal
Revenue Code, such Non-U.S. Lender hereby represents to the Agents and the
Borrowers that such Non-U.S. Lender is not a bank for purposes of Section 881(c)
of the Internal Revenue Code, is not a 10-percent shareholder (within the
meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of any Loan Party
and is not a controlled foreign corporation related to any Loan Party (within
the meaning of Section 864(d)(4) of the Internal Revenue Code), and such
Non-U.S. Lender agrees that it shall promptly notify the Agents in the event any
such representation is no longer accurate.  Such forms shall be
delivered by each Non-U.S. Lender on or before the date it becomes a party to
this Agreement (or, in the case of a Transferee that is a participation holder,
on or before the date such participation holder becomes a Transferee hereunder)
and on or before the date, if any, such Non-U.S. Lender changes its applicable
lending office by designating a different lending office (a "New Lending
Office").  In addition, such Non-U.S. Lender shall deliver such
forms within 20 days after receipt of a written request therefor from any Agent,
the assigning Lender or the Lender granting a participation, as
applicable.  Notwithstanding any other provision of this Section 2.08,
a Non-U.S. Lender shall not be required to deliver any form pursuant to this
Section 2.08(d) that such Non-U.S. Lender is not legally able to
deliver.  In addition, any Lender or Transferee, if requested by any
Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by such Agent as will enable such Agent to determine
whether or not such Lender is subject to backup withholding or information
reporting requirements.  The Loan Parties shall not be required to
indemnify any Lender or Transferee to the extent that any backup withholding
taxes result from failure to comply with the preceding sentence.

     

    (e) The Loan
Parties shall not be required to indemnify any Non-U.S. Lender, or pay any
Additional Amounts to any Non-U.S. Lender, in respect of United States Federal
withholding tax pursuant to this Section 2.08 to the extent that (i) the
obligation to withhold amounts with respect to United States Federal withholding
tax existed on the date such Non-U.S. Lender became a party to this Agreement
(or, in the case of a Transferee that is a participation holder, on the date
such participation holder became a Transferee hereunder) or, with respect to
payments to a New Lending Office, the date such Non-U.S. Lender designated such
New Lending Office with respect to a Loan; provided, however, that this
clause (i) shall not apply to the extent the indemnity payment or Additional
Amounts any Transferee, or Lender (or Transferee) through a New Lending Office,
would be entitled to receive (without regard to this clause (i)) do not exceed
the indemnity payment or Additional Amounts that the Person making the
assignment, participation or transfer to such Transferee, or Lender (or
Transferee) making the designation of such New Lending Office, would have been
entitled to receive in the absence of such assignment, participation, transfer
or designation, or (ii) the obligation to indemnify or pay such Additional
Amounts would not have arisen but for a failure by such Non-U.S. Lender to
comply with the provisions of clause (d) above.

     

    (f) Any Agent
or any Lender (or Transferee) claiming any indemnity payment or Additional
Amounts pursuant to this Section 2.08 shall use reasonable efforts (consistent
with legal and regulatory restrictions) to file any certificate or document
reasonably requested in writing by the Administrative Borrower or to change the
jurisdiction of its applicable lending office if the making of such a filing or
change would avoid the need for or reduce the amount of any such indemnity
payment or additional amount that may thereafter accrue, would not require such
Agent or such Lender (or Transferee) to disclose any information

     

    


    
      
        
           

        

        
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    such
Agent or such Lender (or Transferee) deems confidential and would not, in the
sole determination of such Agent or such Lender (or Transferee), be otherwise
disadvantageous to such Agent or such Lender (or Transferee).

     

    (g) The
obligations of the Loan Parties under this Section 2.08 shall survive the
termination of this Agreement and the payment of the Term Loan and all other
amounts payable hereunder.

     

    Section
2.09 LIBOR
Option.  In lieu of having interest charged at the rate
based upon the Reference Rate, the Administrative Borrower shall have the option
(the "LIBOR
Option") to have interest on all or a portion of the Loans be charged at
a rate of interest based upon the LIBOR Rate.  Interest on LIBOR Rate
Loans shall be payable in accordance with Section
2.04(c).  On the last day of each applicable Interest Period,
unless the Administrative Borrower properly has exercised the LIBOR Option with
respect thereto, the interest rate applicable to such LIBOR Rate Loans
automatically shall convert to the rate of interest then applicable to Reference
Rate Loans of the same type hereunder.  At any time that a Default or
an Event of Default has occurred and is continuing, the Administrative Borrower
no longer shall have the option to request that any portion of the Loans bear
interest at the LIBOR Rate and the Administrative Agent shall have the right to
convert the interest rate on all outstanding LIBOR Rate Loans to the rate of
interest then applicable to Reference Rate Loans of the same type
hereunder.  In the event that the Administrative Borrower shall not
have given notice to continue any LIBOR Rate Loan into a subsequent Interest
Period, such LIBOR Rate Loan shall automatically become a Reference Rate Loan at
the expiration of the then current Interest Period.

     

    Section
2.10 Exercise
of LIBOR Option.

     

    (a) The
Administrative Borrower may, at any time and from time to time, so long as no
Default or Event of Default has occurred and is continuing, elect to exercise
the LIBOR Option by notifying the Administrative Agent prior to 11:00 a.m. (New
York City time) at least 3 Business Days prior to (i) the commencement of the
proposed Interest Period or (ii) in the case of the conversion of a LIBOR Rate
Loan into a Reference Rate Loan, the last day of the then current Interest
Period (the "LIBOR
Deadline").  Notice of the Administrative Borrower's election
of the LIBOR Option for a permitted portion of the Loans and an Interest Period
pursuant to this subsection (a) shall be made by delivery to the Administrative
Agent of prior notice substantially in the form of Exhibit C hereto (a "LIBOR Notice")
received by the Administrative Agent before the LIBOR Deadline, or by telephonic
notice received by the Administrative Agent before the LIBOR Deadline (to be
confirmed by delivery to the Administrative Agent of a LIBOR Notice received by
the Administrative Agent prior to 5:00 p.m. (New York City time) on the
same day).  Promptly upon its receipt of each such LIBOR Notice, the
Administrative Agent shall provide a copy thereof to each of the
Lenders.  Each LIBOR Notice shall be irrevocable and binding on the
Borrowers.  The Administrative Agent and the Lenders may act without
liability upon the basis of written notice believed by the Administrative Agent
in good faith to be from the Administrative Borrower (or from any Authorized
Officer thereof designated in writing purportedly from the Administrative
Borrower to the Administrative Agent).  The Administrative Agent and
each Lender shall be entitled to rely conclusively on any Authorized Officer's
authority to exercise a LIBOR Option on behalf of the Administrative Borrower
until the Administrative Agent receives written notice to the contrary.  The
Administrative Agent and the Lenders shall have no duty to verify the
authenticity of the signature appearing on any written LIBOR
Notice.

     

    


    
      
        
           

        

        
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    (b) Notwithstanding
anything to the contrary contained in this Agreement, the Borrowers (i) shall
have not more than 2 LIBOR Rate Loans in effect at any given time, (ii) only may
exercise the LIBOR Option for LIBOR Rate Loans of at least $5,000,000 and
integral multiples of $1,000,000 in excess thereof and (iii) may not convert or
continue as a LIBOR Rate Loan for any portion of the Term Loan maturing or
required to be repaid in less than one month.

     

    (c) The
Borrowers may prepay LIBOR Rate Loans at any time; provided, however, that in the
event that LIBOR Rate Loans are prepaid on any date that is not the last day of
the Interest Period applicable thereto, including as a result of any mandatory
prepayment pursuant to Section 2.05(c) or any
application of payments or proceeds of Collateral in accordance with Section 4.04(b) or for any other reason, including
early termination of the term of this Agreement or acceleration of all or any
portion of the Obligations pursuant to the terms hereof, the Borrowers shall
indemnify, defend, and hold the Agents and the Lenders and their participants
harmless against any and all Funding Losses in accordance with Section 2.11.

     

    Section
2.11 Funding
Losses.  In connection with each LIBOR Rate Loan, the Loan
Parties hereby jointly and severally indemnify, defend, and hold the Agents and
the Lenders harmless against any loss, cost, or expense incurred by any Agent or
any Lender as a result of (a) the payment of any principal of any LIBOR Rate
Loan other than on the last day of an Interest Period applicable thereto
(including as a result of a Default or an Event of Default), (b) the conversion
of any LIBOR Rate Loan other than on the last day of the Interest Period
applicable thereto (including as a result of a Default or an Event of Default),
(c) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on
the date specified in any LIBOR Notice delivered pursuant hereto, (d) any
default in payment or prepayment of the principal amount of any LIBOR Rate Loan
or any part thereof or interest accrued thereon, as and when due and payable (at
the due date thereof, by notice of prepayment or otherwise), or (e) the
occurrence of any Event of Default, including, in each such case, any loss
(including, without limitation, loss of anticipated profits) or reasonable
expense sustained or incurred in liquidating or employing deposits from third
parties acquired to effect or maintain such Loan or any part thereof as a LIBOR
Rate Loan (such losses, costs, and expenses, collectively, "Funding
Losses").  Funding Losses shall, with respect to any Agent or
any Lender, be deemed to equal the amount reasonably determined by such Agent or
such Lender to be the excess, if any, of (i) the amount of interest that would
have accrued on the principal amount of such LIBOR Rate Loan had such event not
occurred, at the LIBOR Rate that would have been applicable thereto, for the
period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue,
for the period that would have been the Interest Period therefor), minus (ii) the amount of
interest that would accrue on such principal amount for such period at the
interest rate which such Agent or such Lender would be offered were it to be
offered, at the commencement of such period, Dollar deposits of a comparable
amount and period in the London interbank market.  A certificate of an
Agent or a Lender delivered to the Administrative Borrower setting forth any
amount or amounts that such Agent or such Lender is entitled to receive pursuant
to this Section 2.11 shall be conclusive absent
manifest error.

     

    


    
      
        
           

        

        
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    Section
2.12 Changes
in Law; Impracticability or Illegality.

     

    (a) The LIBOR
Rate may be adjusted by the Administrative Agent with respect to any Lender on a
prospective basis to take into account any additional or increased costs to such
Lender of maintaining or obtaining any eurodollar deposits or increased costs
due to changes in applicable law occurring subsequent to the commencement of the
then applicable Interest Period, including changes in tax laws (except changes
with respect to Taxes or Other Taxes, which are covered by Section 2.08, or
changes of general applicability with respect to taxes excluded from the
definition of Taxes pursuant to Section 2.08(a)(i)) or (ii) and changes in the
reserve requirements imposed by the Board of Governors of the Federal Reserve
System (or any successor), excluding the Reserve Percentage, which additional or
increased costs would increase the cost of funding loans bearing interest at the
LIBOR Rate.  In any such event, the affected Lender shall give the
Administrative Borrower and the Administrative Agent notice of such a
determination and adjustment and the Administrative Agent promptly shall
transmit the notice to each other Lender and, upon its receipt of the notice
from the affected Lender, the Administrative Borrower may, by notice to such
affected Lender (i) require such Lender to furnish to the Administrative
Borrower a statement setting forth the basis for adjusting such LIBOR Rate and
the method for determining the amount of such adjustment, or (ii) repay the
LIBOR Rate Loans with respect to which such adjustment is made (together with
any amounts due under Section 2.11).

     

    (b) In the
event that any change in market conditions or any law, regulation, treaty, or
directive, or any change therein or in the interpretation of application
thereof, shall at any time after the date hereof, in the reasonable opinion of
any Lender, make it unlawful or impractical for such Lender to fund or maintain
LIBOR Rate Loans or to continue such funding or maintaining, or to determine or
charge interest rates at the LIBOR Rate, such Lender shall give notice of such
changed circumstances to the Administrative Borrower and the Administrative
Agent, and the Administrative Agent promptly shall transmit the notice to each
other Lender and (i) in the case of any LIBOR Rate Loans of such Lender that are
outstanding, the date specified in such Lender's notice shall be deemed to be
the last day of the Interest Period of such LIBOR Rate Loans, and interest upon
the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate
then applicable to Reference Rate Loans of the same type hereunder, and (ii) the
Borrowers shall not be entitled to elect the LIBOR Option until such Lender
determines that it would no longer be unlawful or impractical to do
so.  Effective immediately upon the giving of such notice, the
obligation of such Lender to make LIBOR Rate Loans shall be suspended for the
duration of such illegality or impropriety and, if and when such illegality or
impropriety ceases to exist, such suspension shall cease, and such Lender shall
notify the Administrative Agent and the Administrative Borrower.  Each
determination by the Administrative Agent and/or the Lenders hereunder shall be
conclusive and binding absent manifest error.

     

    Section
2.13 No
Requirement to Match Fund.  Anything to the contrary
contained herein notwithstanding, neither any Agent nor any Lender, nor any of
their participants, is required actually to acquire eurodollar deposits to fund
or otherwise match fund any Obligation as to which interest accrues at the LIBOR
Rate.  The provisions of this Article II shall
apply as if each Lender or its participants had match funded any Obligation as
to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits
for each Interest Period in the amount of the LIBOR Rate
Loans.

     

    


    
      
        
           

        

        
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    ARTICLE III

     

    


     

    INTENTIONALLY
OMITTED

     

    


    ARTICLE IV

     

    


     

    FEES,
PAYMENTS AND OTHER COMPENSATION

     

    Section
4.01 Audit
and Collateral Monitoring Fees.  The Borrowers acknowledge
that pursuant to Section 7.01(f), representatives of
the Agents may visit any or all of the Loan Parties and/or conduct audits,
inspections, appraisals (including, without limitation, appraisals of Eligible
Real Property and Equipment), valuations, field examinations and/or Phase I ESAs
(including, without limitation, Phase I ESAs of Eligible Real Property) of any
or all of the Loan Parties or the Collateral at any time and from time to time
in a manner so as to not unduly disrupt the business of the Loan
Parties.  The Borrowers agree to pay (i) $1,500 per day per
examiner plus the examiner's out-of-pocket costs and reasonable expenses
incurred in connection with all such visits, audits, inspections, appraisals
(including, without limitation, appraisals of Eligible Real Property and
Equipment), valuations, field examinations and/or Phase I ESAs (including,
without limitation, Phase I ESAs of Eligible Real Property) by or on behalf of
the Agents and (ii) the cost of all visits, audits, inspections, appraisals
(including, without limitation, appraisals of Eligible Real Property and
Equipment), valuations, field examinations and/or Phase I ESAs (including,
without limitation, Phase I ESAs of Eligible Real Property) conducted by a third
party on behalf of the Agents.  

     

    Section
4.02 Payments; Computations and
Statements.  (a)  The Borrowers will make each
payment under this Agreement not later than 12:00 noon (New York City time)
on the day when due, in lawful money of the United States of America and in
immediately available funds, to the Administrative Agent's
Account.  All payments received by the Administrative Agent after
12:00 noon (New York City time) on any Business Day will be credited to the Loan
Account on the next succeeding Business Day.  All payments shall be
made by the Borrowers without set-off, counterclaim, deduction or other defense
to the Agents and the Lenders.  Except as provided in Section 2.02, after receipt, the Administrative Agent
will promptly thereafter cause to be distributed like funds relating to the
payment of principal ratably to the Lenders in accordance with their Pro Rata
Shares and like funds relating to the payment of any other amount payable to any
Lender to such Lender, in each case to be applied in accordance with the terms
of this Agreement, provided that the Administrative Agent will cause to be
distributed all interest and fees received from or for the account of the
Borrowers not less than once each month and in any event promptly after receipt
thereof.  The Lenders and the Borrowers hereby authorize the
Administrative Agent to, and the Administrative Agent may, from time to time,
charge the Loan Account of the Borrowers with any amount due and payable by the
Borrowers under any Loan Document.  Each of the Lenders and the
Borrowers agrees that the Administrative Agent shall have the right to make such
charges whether or not any Default or Event of Default shall have

     

    


    
      
        
           

        

        
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    occurred
and be continuing.  Any amount charged to the Loan Account of the
Borrowers shall be deemed Obligations hereunder, which shall bear interest at
the rate applicable to Reference Rate Loans.  The Lenders and the
Borrowers confirm that any charges which the Administrative Agent may so make to
the Loan Account of the Borrowers as herein provided will be made as an
accommodation to the Borrowers and solely at the Administrative Agent's
discretion, provided that the Administrative Agent shall from time to time upon
the request of the Collateral Agent, charge the Loan Account of the Borrowers
with any amount due and payable under any Loan Document.  Whenever any
payment to be made under any such Loan Document shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall in such case be included in the
computation of interest or fees, as the case may be.  All computations
of fees shall be made by the Administrative Agent on the basis of a year of
360 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such fees are
payable.  Each determination by the Administrative Agent of an
interest rate or fees hereunder shall be conclusive and binding for all purposes
in the absence of manifest error.

     

    (b) The
Administrative Agent shall provide the Administrative Borrower, promptly after
the end of each calendar month, a summary statement (in the form from time to
time used by the Administrative Agent) of the opening and closing daily balances
in the Loan Account of the Borrowers during such month, the amounts and dates of
all Loans made to the Borrowers during such month, the amounts and dates of all
payments on account of the Loans to the Borrowers during such month and the
Loans to which such payments were applied, the amount of interest accrued on the
Loans to the Borrowers during such month, and the amount and nature of any
charges to the Loan Account made during such month on account of fees,
commissions, expenses and other Obligations.  All entries on any such
statement shall be presumed to be correct and, thirty (30) days after the same
is sent, shall be final and conclusive absent manifest error.

     

    Section
4.03 Sharing
of Payments; Defaulting Lender.

     

    (a) The
Administrative Agent shall not be obligated to transfer to a Defaulting Lender
any payments made by any Borrower to the Administrative Agent for the Defaulting
Lender's benefit, and, in the absence of such transfer to the Defaulting Lender,
the Administrative Agent shall transfer any such payments to each other
non-Defaulting Lender ratably in accordance with their Pro Rata Share (but only
to the extent that such Defaulting Lender's Loan was funded by the other
Lenders) or, if so directed by the Borrowers and if no Default or Event of
Default has occurred and is continuing (and to the extent such Defaulting
Lender's Loan was not funded by the other Lenders), retain the
same.  Subject to the foregoing, the Administrative Agent may hold for
the account of such Defaulting Lender the amount of all such payments received
and retained by the Administrative Agent for the account of such Defaulting
Lender.  This Section shall remain effective with respect to such
Lender until (x) the Obligations under this Agreement shall have been declared
or shall have become immediately due and payable, (y) the non-Defaulting
Lenders, the Administrative Agent, and the Borrowers shall have waived such
Defaulting Lender's default in writing, or (z) the Defaulting Lender makes its
Pro Rata Share of the applicable defaulted Loan and pays to the Administrative
Agent all amounts owing by such Defaulting Lender in respect
thereof.  The operation of this Section shall not be construed to
increase or otherwise affect the Commitment of any Lender, to
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    or excuse
the performance by such Defaulting Lender or any other Lender of its duties and
obligations hereunder, or to relieve or excuse the performance by the Borrowers
of its duties and obligations hereunder to the Administrative Agent or to the
Lenders other than such Defaulting Lender.  Any such failure to fund by any
Defaulting Lender shall constitute a material breach by such Defaulting Lender
of this Agreement and shall entitle the Borrowers at their option, upon written
notice from the Administrative Borrower to the Administrative Agent, to
permanently replace the Defaulting Lender with one or more substitute Lenders
(each, a "Replacement
Lender"), and the Defaulting Lender shall have no right to refuse to be
replaced hereunder.  Such notice to replace the Holdout Lender shall
specify an effective date for such replacement, which date shall not be later
than 5 Business Days after the date such notice is given.  Prior to
the effective date of such replacement, the Defaulting Lender and each
Replacement Lender shall execute and deliver an Assignment and Acceptance,
subject only to the Defaulting Lender being repaid its share of the outstanding
Obligations without any premium or penalty of any kind whatsoever.  If
the Defaulting Lender shall refuse or fail to execute and deliver any such
Assignment and Acceptance prior to the effective date of such replacement, the
Defaulting Lender shall be deemed to have executed and delivered such Assignment
and Acceptance.  The replacement of any Defaulting Lender shall be
made in accordance with the terms of Section 12.07(b).  Any such
assumption of the Commitment of such Defaulting Lender shall not be deemed to
constitute a waiver of any of the Lenders' or the Borrowers' rights or remedies
against any such Defaulting Lender arising out of or in relation to such failure
to fund.

     

    (b) If any
Lender shall obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) on account of any Obligation in
excess of its ratable share of payments on account of similar obligations
obtained by all the Lenders, such Lender shall forthwith purchase from the other
Lenders such participations in such similar obligations held by them as shall be
necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; provided, however, that if all
or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender's ratable share
(according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender of
any interest or other amount paid by the purchasing Lender in respect of the
total amount so recovered).  The Borrowers agree that any Lender so
purchasing a participation from another Lender pursuant to this Section 4.03 may, to the fullest extent permitted by
law, exercise all of its rights (including the Lender's right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrowers in the amount of such participation.

     

    Section
4.04 Apportionment of Payments.  Subject to Section 2.02 hereof:

     

    (a) all
payments of principal and interest in respect of the Term Loan, all payments of
fees (other than the fees set forth in the Fee Letter and the audit, inspection,
appraisal and collateral monitoring fees provided for in Section 4.01) and all other payments in respect of any
other Obligations, shall be allocated by the Administrative Agent among such of
the Lenders as are entitled thereto, in proportion to their respective Pro Rata
Shares or otherwise as provided herein or, in respect of payments not made on
account of the Term Loan, as designated by the Person making payment when the
payment is made.

     

    


    
      
        
           

        

        
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    (b) After the
occurrence and during the continuance of an Event of Default, the Administrative
Agent may, and upon the direction of the Required Lenders shall, apply all
payments in respect of any Obligations and all Proceeds of the Collateral,
subject to the provisions of this Agreement, (i) first, ratably to pay
the Obligations in respect of any fees, expense reimbursements, indemnities and
other amounts then due to the Agents (including, without limitation, all
principal and interest due and payable in respect of the Collateral Agent
Advances) until paid in full; (ii) second, ratably to
pay the Obligations in respect of any fees and indemnities then due to the
Lenders until paid in full; (iii) third, ratably to pay
interest due in respect of the Term Loan until paid in full; (iv) fourth, ratably to
pay principal of the Term Loan until paid in full, and (v) fifth, to the ratable
payment of all other Obligations then due and payable.

     

    (c) In each
instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any
payment by the Borrowers specified by the Administrative Borrower to the
Administrative Agent to be for the payment of Obligations then due and payable
under any provision of this Agreement or the prepayment of all or part of the
principal of the Term Loan in accordance with the terms and conditions of Section 2.05.

     

    (d) For
purposes of Section 4.04(b), "paid in full" means
payment in cash of all amounts owing under the Loan Documents according to the
terms thereof, including loan fees, service fees, professional fees, interest
(and specifically including interest accrued after the commencement of any
Insolvency Proceeding), default interest, interest on interest, and expense
reimbursements, whether or not same would be or is allowed or disallowed in
whole or in part in any Insolvency Proceeding.

     

    (e) In the
event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any
other Loan Document, it is the intention of the parties hereto that both such
priority provisions in such documents shall be read together and construed, to
the fullest extent possible, to be in concert with each other.  In the
event of any actual, irreconcilable conflict that cannot be resolved as
aforesaid, the terms and provisions of this Section
4.04 shall control and govern.

     

    Section
4.05 Increased Costs and Reduced
Return.  (a)  If any Lender or any Agent shall
have determined that the adoption or implementation of, or any change in, any
law, rule, treaty or regulation, or any policy, guideline or directive of, or
any change in, the interpretation or administration thereof by, any court,
central bank or other administrative or Governmental Authority, or compliance by
any Lender or any Agent or any Person controlling any such Agent or any such
Lender with any directive of, or guideline from, any central bank or other
Governmental Authority or the introduction of, or change in, any accounting
principles applicable to any Lender or any Agent or any Person controlling any
such Agent or any such Lender (in each case, whether or not having the force of
law) (each a "Change
in Law"), shall (i) subject such Agent or such Lender, or any Person
controlling such Agent or such Lender to any tax, duty or other charge with
respect to this Agreement or any Loan made by such Agent or such Lender, or
change the basis of taxation of payments to such Agent or such Lender or
any

     

    


    
      
        
           

        

        
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    Person
controlling such Agent or such Lender of any amounts payable hereunder (except
for changes with respect to Taxes or Other Taxes, which are covered by Section
2.08, or changes of general applicability with respect to taxes excluded from
the definition of Taxes pursuant to Section 2.08(a)(i)) or (ii), (ii) impose,
modify or deem applicable any reserve, special deposit or similar requirement
against any Loan or against assets of or held by, or deposits with or for the
account of, or credit extended by, such Agent or such Lender or any Person
controlling such Agent or such Lender or (iii) impose on such Agent or such
Lender or any Person controlling such Agent or such Lender any other condition
regarding this Agreement or any Loan, and the result of any event referred to in
clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent or
such Lender of making any Loan, or agreeing to make any Loan, or to reduce any
amount received or receivable by such Agent or such Lender hereunder, then, upon
demand by such Agent or such Lender, the Borrowers shall pay to such Agent or
such Lender such additional amounts as will compensate such Agent or such Lender
for such increased costs or reductions in amount.

     

    (b) If any
Agent or any Lender shall have determined that any Change in Law either
(i) affects or would affect the amount of capital required or expected to
be maintained by such Agent or such Lender or any Person controlling such Agent
or such Lender, and such Agent or such Lender determines that the amount of such
capital is increased as a direct or indirect consequence of any Loans made or
maintained, such Agent's or such Lender's or such other controlling Person's
other obligations hereunder, or (ii) has or would have the effect of
reducing the rate of return on such Agent's or such Lender's such other
controlling Person's capital to a level below that which such Agent or such
Lender or such controlling Person could have achieved but for such circumstances
as a consequence of any Loans made or maintained or any agreement to make Loans
or such Agent's or such Lender's or such other controlling Person's other
obligations hereunder (in each case, taking into consideration, such Agent's or
such Lender's or such other controlling Person's policies with respect to
capital adequacy), then, upon demand by such Agent or such Lender, the Borrowers
shall pay to such Agent or such Lender from time to time such additional amounts
as will compensate such Agent or such Lender for such cost of maintaining such
increased capital or such reduction in the rate of return on such Agent's or
such Lender's or such other controlling Person's capital.

     

    (c) All
amounts payable under this Section 4.05 shall bear
interest from the date that is ten (10) days after the date of demand by any
Agent or any Lender until payment in full to such Agent or such Lender at the
Reference Rate.  A certificate of such Agent or such Lender claiming
compensation under this Section 4.05, specifying the
event herein above described and the nature of such event shall be submitted by
such Agent or such Lender to the Administrative Borrower, setting forth the
additional amount due and an explanation of the calculation thereof, and such
Agent's or such Lender's reasons for invoking the provisions of this Section 4.05, and shall be final and conclusive absent
manifest error.

     

    Section
4.06 Joint
and Several Liability of the
Borrowers.  (a)  Notwithstanding anything in this
Agreement or any other Loan Document to the contrary, each of the Borrowers
hereby accepts joint and several liability hereunder and under the other Loan
Documents in consideration of the financial accommodations to be provided by the
Agents and the Lenders under this Agreement and the other Loan Documents, for
the mutual benefit, directly and indirectly, of each of the Borrowers and in
consideration of the undertakings of the other

     

    


    
      
        
           

        

        
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    Borrowers
to accept joint and several liability for the Obligations.  Each of
the Borrowers, jointly and severally, hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several
liability with the other Borrowers, with respect to the payment and performance
of all of the Obligations (including, without limitation, any Obligations
arising under this Section 4.06), it being the
intention of the parties hereto that all of the Obligations shall be the joint
and several obligations of each of the Borrowers without preferences or
distinction among them.  If and to the extent that any of the
Borrowers shall fail to make any payment with respect to any of the Obligations
as and when due or to perform any of the Obligations in accordance with the
terms thereof, then in each such event, the other Borrowers will make such
payment with respect to, or perform, such Obligation.  Subject to the
terms and conditions hereof, the Obligations of each of the Borrowers under the
provisions of this Section 4.06 constitute the
absolute and unconditional, full recourse Obligations of each of the Borrowers,
enforceable against each such Person to the full extent of its properties and
assets, irrespective of the validity, regularity or enforceability of this
Agreement, the other Loan Documents or any other circumstances
whatsoever.

     

    (b) The
provisions of this Section 4.06 are made for the
benefit of the Agents, the Lenders and their successors and assigns, and may be
enforced by them from time to time against any or all of the Borrowers as often
as occasion therefor may arise and without requirement on the part of the
Agents, the Lenders or such successors or assigns first to marshal any of its or
their claims or to exercise any of its or their rights against any of the other
Borrowers or to exhaust any remedies available to it or them against any of the
other Borrowers or to resort to any other source or means of obtaining payment
of any of the Obligations hereunder or to elect any other remedy.  The
provisions of this Section 4.06 shall remain in
effect until all of the Obligations shall have been paid in full or otherwise
fully satisfied.

     

    (c) Each of
the Borrowers hereby agrees that it will not enforce any of its rights of
contribution or subrogation against the other Borrowers with respect to any
liability incurred by it hereunder or under any of the other Loan Documents, any
payments made by it to the Agents or the Lenders with respect to any of the
Obligations or any Collateral, until such time as all of the Obligations have
been paid in full in cash.  Any claim which any Borrower may have
against any other Borrower with respect to any payments to the Agents or the
Lenders hereunder or under any other Loan Documents are hereby expressly made
subordinate and junior in right of payment, without limitation as to any
increases in the Obligations arising hereunder or thereunder, to the prior
payment in full in cash of the Obligations.

     

    ARTICLE V

     

     

    CONDITIONS
TO LOANS

     

    Section
5.01 Conditions Precedent to
Effectiveness.  This Agreement shall become effective as of
the date on or before November 7, 2008 (the "Effective Date") when
each of the following conditions precedent shall have been satisfied in a manner
satisfactory to the Agents and the Term Loan shall have been made:

     

    


    
      
        
           

        

        
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    (a) Payment of Fees,
Etc.  The Borrowers shall have paid on or before the date
of this Agreement all fees, costs and expenses then payable pursuant to the Fee
Letter and Section 12.04.

     

    (b) Representations and
Warranties; No Event of Default.  The following statements
shall be true and correct:  (i) the representations and
warranties contained in ARTICLE VI and in each other
Loan Document, certificate or other writing delivered to any Agent or any Lender
pursuant hereto or thereto on or prior to the Effective Date are true and
correct on and as of the Effective Date as though made on and as of such date,
except to the extent that any such representation or warranty expressly relates
solely to an earlier date (in which case such representation or warranty shall
be true and correct on and as of such earlier date) and (ii) no Default or
Event of Default shall have occurred and be continuing on the Effective Date or
would result from this Agreement or the other Loan Documents becoming effective
in accordance with its or their respective terms.

     

    (c) Legality.  The
making of the Term Loan shall not contravene any law, rule or regulation
applicable to any Agent or any Lender.

     

    (d) Delivery of
Documents.  The Collateral Agent shall have received on or
before the Effective Date the following, each in form and substance satisfactory
to the Agents and, unless indicated otherwise, dated the Effective
Date:

     

    (i) the Fee
Letter, duly executed by the Borrowers;

     

    (ii) the
Intercompany Subordination Agreement, duly executed by each Loan Party and its
Subsidiaries;

     

    (iii) the
Contribution Agreement, duly executed by each Loan Party;

     

    (iv) the
Intercreditor Agreement, duly executed by each Loan Party, the Collateral Agent
and the Working Capital Agent;

     

    (v) a
Mortgage, duly executed by the applicable Loan Party, with respect to each
Facility that is owned by such Loan Party;

     

    (vi) an SNDA
executed by the tenant under the Lease, the Collateral Agent and Monaco, with
respect to the Facility located at 2700 South Nappanee Street, Elkhart,
Indiana;

     

    (vii) a
Security Agreement, duly executed by each Loan Party, together with the original
stock certificates, if any, representing all of the common stock of such Loan
Party's subsidiaries and other Equity Interests and all promissory notes of such
Loan Parties, accompanied by undated stock powers (if applicable) executed in
blank and other proper instruments of transfer and any consents required with
respect thereto;

     

    


    
      
        
           

        

        
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    (viii) a UCC
Filing Authorization Letter, duly executed by each Loan Party, together with (A)
appropriate financing statements on Form UCC-1 duly filed in such office or
offices as may be necessary or, in the opinion of the Collateral Agent,
desirable to perfect the security interests purported to be created by each
Security Agreement and each Mortgage and (B) evidence satisfactory to the
Collateral Agent of the filing of such UCC-1 financing statements;

     

    (ix) evidence
of the submission for recording of each Mortgage in such office or offices as
may be necessary or, in the opinion of the Collateral Agent, desirable to
perfect the Lien purported to be created thereby or to otherwise protect the
rights of the Collateral Agent and the Lenders thereunder;

     

    (x) a Title
Insurance Policy with respect to each Mortgage delivered pursuant to clause (v)
above, dated as of the Effective Date;

     

    (xi) an ALTA
survey of each owned Facility, in form and substance satisfactory to the
Collateral Agent, certified to the Collateral Agent and to the issuer of the
Title Insurance Policy with respect to such Facility (or confirmation
satisfactory to the Collateral Agent that the Title Insurance Policy with
respect to such Facility does not contain a survey exception);

     

    (xii) Qualified
Appraisals of the Eligible Real Property and the Equipment, the results of such
appraisals to be reasonably acceptable to the Agents and the
Lenders;

     

    (xiii) (A) the
Required PZR Reports; and (B) with respect to each owned Facility that is not a
Required PZR Facility, a copy of each letter issued by the applicable
Governmental Authority, evidencing such owned Facility's compliance with all
applicable building codes, fire codes, other health and safety rules and
regulations, parking, density, and height requirements and other building and
zoning laws or a zoning endorsement for each Title Insurance
Policy;

     

    (xiv) certified
copies of request for copies of information on Form UCC-11, listing all
effective financing statements which name as debtor any Loan Party and which are
filed in the offices referred to in paragraph (viii) above, together with copies of such financing
statements, none of which, except as otherwise permitted by this Agreement,
shall cover any of the Collateral and the results of searches for any tax Lien
and judgment Lien filed against such Person or its property, which results,
except as otherwise permitted by this Agreement, shall not show any such
Liens;

     

    (xv) the Flow
of Funds Agreement, duly executed by each Loan Party, the Agents, the Working
Capital Agent, the Working Capital Lenders and any other Person party thereto,
that sets forth the payments to be made by the Loan Parties on the Effective
Date, in form and substance satisfactory to the Lenders;

     

    


    
      
        
           

        

        
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    (xvi) a copy of
the resolutions of each Loan Party, certified as of the Effective Date by an
Authorized Officer thereof, authorizing (A) the borrowings or guaranty
hereunder and the transactions contemplated by the Loan Documents to which such
Loan Party is or will be a party, and (B) the execution, delivery and
performance by such Loan Party of each Loan Document to which such Loan Party is
or will be a party and the execution and delivery of the other documents to be
delivered by such Person in connection herewith and therewith, including,
without limitation, in the case of Monaco, the Warrants;

     

    (xvii) a
certificate of an Authorized Officer of each Loan Party, certifying the names
and true signatures of the representatives of such Loan Party authorized to sign
each Loan Document to which such Loan Party is or will be a party and the other
documents to be executed and delivered by such Loan Party in connection herewith
and therewith, together with evidence of the incumbency of such authorized
officers;

     

    (xviii) a
certificate of the appropriate official(s) of the jurisdiction of organization
and each jurisdiction of foreign qualification of each Loan Party certifying as
of a recent date not more than 30 days prior to the Effective Date as to the
subsistence in good standing of, and, where available, the payment of franchise
taxes by, such Loan Party in such jurisdictions, together with confirmation by
telephone or telegram (where available) on the Effective Date from such
official(s) as to such matters;

     

    (xix) a true
and complete copy of the charter, certificate of incorporation, certificate of
formation, certificate of limited partnership or other publicly filed
organizational document of each Loan Party certified as of a recent date not
more than 30 days prior to the Effective Date by an appropriate official of the
jurisdiction of organization of such Loan Party which shall set forth the same
complete name of such Loan Party as is set forth herein and the organizational
number of such Loan Party, if an organizational number is issued in such
jurisdiction;

     

    (xx) a copy of
the Governing Documents of each Loan Party, together with all amendments
thereto, certified as of the Effective Date by an Authorized Officer of such
Loan Party;

     

    (xxi) an
opinion of (A) Wilson Sonsini Goodrich & Rosati, counsel to the Loan
Parties, in form and substance satisfactory to the Agents and their legal
counsels and as to such matters as the Collateral Agent may reasonably request,
including, without limitation, the Warrants and (B) special local counsel to the
Loan Parties in each jurisdiction in which an owned Facility is located or a
Loan Party is organized, as to matters as the Agents may reasonably
request;

     

    (xxii)  a
certificate of an Authorized Officer of each Loan Party, certifying as to the
matters set forth in subsection (b) of this Section 5.01;

     

    (xxiii)  a
copy of (A) the Financial Statements and (B) the Projections described in Section 6.01(g)(i) and (ii) hereof, certified as of
the Effective Date as complying with the representations and warranties set
forth in Section 6.01(g)(i) and (ii) by an
Authorized Officer of the Administrative Borrower;

     

    


    
      
        
           

        

        
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    (xxiv) a
certificate of the chief financial officer or treasurer of each Loan Party,
certifying as to the solvency of such Loan Party, which certificate shall be
satisfactory in form and substance to the Collateral Agent;

     

    (xxv) a
certificate of the chief financial officer or treasurer of the Administrative
Borrower certifying that all tax returns required to be filed by the Loan
Parties have been filed and all taxes upon the Loan Parties or their properties,
assets, and income (including real property taxes and payroll taxes) which have
become due and payable on or prior to the Effective Date have been
paid;

     

    (xxvi) evidence
of the insurance coverage (including with respect to property and casualty)
required by Section 7.01(h) and the terms of each
Security Agreement and each Mortgage and such other insurance coverage with
respect to the business and operations of the Loan Parties as the Collateral
Agent may reasonably request, in each case, where requested by the Collateral
Agent, with such endorsements as to the named insureds or loss payees thereunder
as the Collateral Agent may request and providing that such policy may be
terminated or canceled (by the insurer or the insured thereunder) only upon
30 days' prior written notice to the Collateral Agent and each such named
insured or loss payee, together with evidence of the payment of all premiums due
in respect thereof for such period as the Collateral Agent may
request;

     

    (xxvii) a
certificate of an Authorized Officer of the Administrative Borrower, certifying
the names and true signatures of the persons that are authorized to provide the
Notice of Borrowing, LIBOR Notices and all other notices under this Agreement
and the other Loan Documents;

     

    (xxviii) to the
extent obtained by the Working Capital Lenders, a Collateral Access Agreement
from each lessor, warehouseman, processor, packer, consignee or other Person in
possession of, having a Lien upon or having rights or interests in, any of the
Collateral;

     

    (xxix) copies of
the Working Capital Loan Documents requested by the Agents and any other
Material Contracts listed on Schedule 6.01(x) to the Disclosure Letter, in each
case, as in effect on the Effective Date, certified as true and correct copies
thereof by an Authorized Officer of the Administrative Borrower, together with a
certificate of an Authorized Officer of the Administrative Borrower stating that
such agreements remain in full force and effect and that none of the Loan
Parties has breached or defaulted in any of its obligations under such
agreements;

     

    (xxx)  evidence
of the payment in full of all Indebtedness under the Existing Credit Facility,
together with (A) termination and release agreements with respect to the
Existing Credit Facility and all related documents, obligations and security
interests granted with respect thereto, duly executed by the Loan Parties and
the Existing Lenders, (B) a termination of security interest in intellectual
property for each assignment for security recorded by the
Existing Lenders at the United States Patent and Trademark Office or the United
States Copyright Office and covering any intellectual property of the Loan
Parties, and (C) UCC-3 termination statements for all UCC-1 financing statements
filed by the Existing Lenders and covering any portion of the
Collateral;

     

    


    
      
        
           

        

        
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    (xxxi)   a
satisfactory Phase I ESA or other environmental documentation (and, if
requested by the Collateral Agent based upon the recommendations of such Phase I
ESA, a Phase II Environmental Site Assessment) of each Facility
constituting an Eligible Real Property, in form and substance and by an
independent firm satisfactory to the Collateral Agent;

     

    (xxxii)   all
documents or instruments duly executed by the applicable Loan Party, in form and
substance satisfactory to the Collateral Agent, that are necessary to enable the
Collateral Agent to perfect its security interest in the Rolling Stock described
in Schedule 5.01(d) to the Disclosure Letter with a book value in excess of
$10,000, which Schedule shall include for each such piece of Rolling Stock,
information with respect to the manufacturer, the year made, the model, vehicle
identification number, the state in which it is licensed, the license number,
the owner, state in which it is titled and the Certificate of Title or ownership
identification number;

     

    (xxxiii) the
Registration Rights Agreement, duly executed by Monaco;

     

    (xxxiv)   the
Warrantholders Rights Agreement, duly executed by each Person
thereto;

     

    (xxxv)   the
Warrants required to be delivered on or prior to the Effective Date pursuant to
Section 13.01, duly executed by Monaco;

     

    (xxxvi)    such
other agreements, instruments, approvals, opinions and other documents, each
satisfactory to the Collateral Agent in form and substance, as the Collateral
Agent may reasonably request.

     

    (e) Material Adverse
Effect.  The Collateral Agent shall have determined, in its
sole judgment, that no event or development shall have occurred since June 27,
2008 which could reasonably be expected to have a Material Adverse
Effect.

     

    (f) Approvals.  All
consents, authorizations and approvals of, and filings and registrations with,
and all other actions in respect of, any Governmental Authority or other Person
required in connection with the making of the Loans, the due execution, delivery
and performance by any Loan Party of any Transaction Document to which it is or
will be a party or the conduct of the Loan Parties' business shall have been
obtained and shall be in full force and effect.

     

    (g) Proceedings; Receipt of
Documents.  All proceedings in connection with the making of
the initial Loans and the other transactions contemplated by this Agreement and
the other Loan Documents, and all documents incidental hereto and thereto, shall
be satisfactory to the Collateral Agent and its counsel, and the Collateral
Agent and such counsel shall
have received all such information and such counterpart originals or certified
or other copies of such documents as the Collateral Agent or such counsel may
reasonably request.

     

    


    
      
        
           

        

        
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    (h) Availability.  After
giving effect to the Term Loan and the Working Capital Loans to be made on the
Effective Date, the repayment of the Existing Credit Facility, the Availability
Reserve and the payment of all fees (including the fees payable pursuant to the
Fee Letter and Section 12.04 of the Financing
Agreement), costs and expenses in connection with the Financing Agreement, (i)
Availability as of October 24, 2008 shall not be less than $30,000,000 and
(ii) all accounts payable shall be at a level and in a condition
satisfactory to the Collateral Agent in its sole discretion.  The
Administrative Borrower shall deliver to the Collateral Agent, the borrowing
base certificate, dated as of October 24, 2008, of the chief financial officer
of the Administrative Borrower containing the calculation of Availability as of
October 24, 2008.

     

    (i) Management Reference
Check.  The Collateral Agent shall have received satisfactory
reference checks for, and shall have had an opportunity to meet with, key
management of each Loan Party.

     

    (j) Liens;
Priority.  The Agents and the Lenders shall be satisfied that
the Collateral Agent has been granted, and holds, for the benefit of the Agents
and the Lenders, (A) a perfected, first priority Lien on and security interest
in all of the Term Loan Priority Collateral, and (B) a perfected, second
priority Lien on and security interest in all of the Working Capital Priority
Collateral.

     

    (k) Litigation.  There
shall exist no claim, action, suit, investigation, litigation or proceeding
(including, without limitation, shareholder or derivative litigation) pending or
threatened in any court or before any arbitrator or governmental authority which
relates to the Term Loan, the Loan Parties, the Collateral, this Agreement or
any other Loan Document or which, in the opinion of the Lenders, has any
reasonable likelihood of having a Material Adverse Effect.

     

    (l) Due
Diligence.  The Agents shall have completed their business,
legal, financial and collateral due diligence with respect to each Loan Party
and the results thereof shall be acceptable to the Agents, in their sole and
absolute discretion, including without limitation, (i) a review of the Loan
Parties' books and records, (ii) a review of the cash management systems of the
Loan Parties, (iii) a review of the corporate and capital structure of the Loan
Parties, (iv) an analysis of the Loan Parties' audited financial statements for
the Fiscal Year ended December 29, 2007, which, among other matters, shall
reflect revenue of the Loan Parties of at least $1,272,100,000 and operating
income of the Loan Parties of at least $23,400,000, (v) an analysis of the Loan
Parties' unaudited financial statements for the immediately preceding twelve
month period ended June 28, 2008, which, among other matters, shall reflect
revenues of the Loan Parties of at least $1,068,800,000 and an operating loss of
the Loan Parties of not greater than $(16,850,000), (vi) an analysis and review
of the Loan Parties' Projections for the twelve month period ending January 3,
2009, (vii) a review of the Loan Parties Projections for the Fiscal Years ending
January 2, 2010 and January 1, 2011, (viii) a copy of the most recent Field
Survey and Audit, dated not earlier than 30 days prior to the Effective Date,
(ix) a review of historical and projected operating metrics as reasonably
requested by the Agents,
(x) a review of the industry by a reputable sector consultant acceptable to the
Agents, and (xi) a review of all accounting, tax, ERISA, litigation, regulatory
and other matters relating to the Loan Parties and their respective
Subsidiaries, assets, liabilities and businesses, in each case, with results
satisfactory to the Agents. 

     

    
      (m) Specified M&E and RE
Amount.  Agents shall be satisfied that the Specified M&E
and RE Amount exceeds the aggregate principal amount of the Term
Loan.

       

      
        Section
5.02 Conditions Subsequent to
Effectiveness.  The obligation of the Agents or any Lender
to maintain the Term Loan after the Effective Date is subject to the
fulfillment, on or before the date applicable thereto, of each condition
subsequent set forth below (it being understood that (i) the failure by the
Borrowers to perform or cause to be performed any such condition subsequent on
or before the date applicable thereto shall constitute an Event of Default and
(ii) to the extent that the existence of any such condition subsequent would
otherwise cause any representation, warranty or covenant in this Agreement or
any other Loan Document to be breached, the Required Lenders hereby waive such
breach for the period from the Effective Date until the date on which such
condition subsequent is required to be fulfilled pursuant to this Section
5.02):

      

    

    


    
      
        
           

        

        
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    (a) As soon
as possible, but in any event, within 30 days of the Effective Date, the
Collateral Agent shall have received, each in form and substance satisfactory to
the Collateral Agent, such Cash Management Agreements, depository account,
blocked account, lockbox account and similar agreements and other documents,
each with respect to the Loan Parties' cash management system; provided, that during
such 30 day period, all payments on Accounts arising from the sale of Inventory
received by any Loan Party are held in trust for the Agents and the Working
Capital Agent and promptly, but in any event, no later than the next Business
Day, paid to the Working Capital Agent;

     

    (b) With
respect to each Eligible Real Property (upon which Material Improvements are
located) in an area identified by the Federal Emergency Management Agency
("FEMA") as
having special flood hazards (including, without limitation, those areas
designated as "zone A" or "zone V"), as soon as possible, but in any event,
within 60 days of the Effective Date, the Collateral Agent shall have received,
evidence that the Loan Parties have obtained insurance with respect to the
replacement or rebuilding cost of the relevant Material Improvements and
contents located at any such Eligible Real Property in an amount and upon terms
reasonably satisfactory to the Collateral Agent in its sole discretion;


     

    (c) As soon
as possible, but in any event, within 30 days of the Effective Date, the
Collateral Agent shall have received, a revised ALTA survey of the Wildwood,
Florida property, containing a certification in form and substance reasonably
satisfactory to the Collateral Agent; and

     

    (d) As soon
as possible, but in any event, within 30 days of the Effective Date, the
Collateral Agent shall have received Projections prepared on a month by month
basis for the Fiscal Year ending 2010.

    


     

    ARTICLE VI

     

    


     

    REPRESENTATIONS
AND WARRANTIES

     

    Section
6.01 Representations and Warranties.  Each Loan
Party hereby represents and warrants to the Agents and the Lenders as
follows:

     

    (a) Organization, Good Standing,
Etc.  Each Loan Party (i) is a corporation, limited liability
company or limited partnership duly organized, validly existing and in good
standing under the laws of the state or jurisdiction of its organization, (ii)
has all requisite power and authority to conduct its business as now conducted
and as presently contemplated and, in the case of the Borrowers, to make the
borrowings hereunder, and to execute and deliver each Transaction Document to
which it is a party, and to consummate the transactions contemplated thereby,
and (iii) is duly qualified to do business and is in good standing in each
jurisdiction in which the character of the properties and Collateral owned or
leased by it or in which the transaction of its business makes such
qualification necessary.

     

    (b) Authorization,
Etc.  The execution, delivery and performance by each Loan
Party of each Transaction Document to which it is or will be a party, (i) have
been duly authorized by all necessary action, (ii) do not and will not
contravene any of its Governing Documents or any applicable Requirement of Law
or any Contractual Obligation binding on or otherwise affecting it or any of its
properties, (iii) do not and will not result in or require the creation of any
Lien (other than pursuant to any Transaction Document) upon or with respect to
any of its properties, and (iv) do not and will not result in any default,
noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of
any permit, license, authorization or approval applicable to its operations or
any of its properties.

     

    (c) Approvals.  No
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority or any other Person is required in connection with
the due execution, delivery and performance by any Loan Party of any Transaction
Document to which it is or will be a party, except any that have been obtained
and remain in full force and effect.

     

    


    
      
        
           

        

        
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        (d) Enforceability of
Transaction Documents.  This Agreement is, and each other
Transaction Document to which any Loan Party is or will be a party, when
delivered hereunder, will be, a legal, valid and binding obligation of such
Person, enforceable against such Person in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally.

         

      

      (e) Capitalization;
Subsidiaries.

       

      (i) On the
Effective Date, after giving effect to the transactions contemplated hereby to
occur on the Effective Date, the authorized Equity Interests of Monaco are as
set forth on Schedule 6.01(e) to the Disclosure
Letter.  All of the issued and outstanding shares of Equity Interests
of Monaco have been validly issued and are fully paid and nonassessable, and the
holders thereof are not entitled to any preemptive, first refusal or other
similar
rights.  As of the Effective Date, a sufficient number of shares of
Common Stock of Monaco have been reserved for issuance in connection with the
exercise of the Warrants and 3,739,548 shares of common stock of the Monaco have
been reserved for issuance under the terms of the Monaco Coach Corporation 1993
Stock Option Plan, as amended and restated through May 17, 2006 (the "1993
Plan") and the Monaco Coach Corporation 2007 Employee Stock Purchase Plan (the
"2007 Plan"), copies of which plan have been delivered to the Agents in the form
and on the terms in effect on the Effective Date.  Except as described
on Schedule 6.01(e) to the Disclosure Letter, as of
the Effective Date and other than the Warrants, (i) the 1993 Plan and the 2007
Plan are the only plans or arrangements in existence relating to the issuance of
shares of Equity Interests of Monaco and (ii) there are no outstanding debt or
equity securities of Monaco or any of its Subsidiaries and no outstanding
obligations of Monaco or any of its Subsidiaries convertible into or
exchangeable for, or warrants, options or other rights for the purchase or
acquisition from Monaco, or other obligations of Monaco to issue, directly or
indirectly, any shares of Equity Interests of Monaco.

    

     

    (ii) Schedule
6.01(e) to the Disclosure Letter is a complete and
correct description of the name, jurisdiction of incorporation and ownership of
the outstanding Equity Interests of such Subsidiaries of Monaco in existence as
of the Effective Date.  All of the issued and outstanding shares of
Equity Interests of such Subsidiaries have been validly issued and are fully
paid and nonassessable, the holders thereof are not entitled to any preemptive,
first refusal or other similar rights.  Except as indicated on such
Schedule, all such Equity Interests is owned by Monaco or one or more of its
wholly-owned Subsidiaries, free and clear of all Liens (other than the Liens
created pursuant to the Transaction Documents).  There are no
outstanding debt or equity securities of any Loan Party or any of its
Subsidiaries and no outstanding obligations of any Loan Party or any of its
Subsidiaries convertible into or exchangeable for, or warrants, options or other
rights for the purchase or acquisition from any Loan Party or any of its
Subsidiaries, or other obligations of any Subsidiary to issue, directly or
indirectly, any shares of Equity Interests of any Subsidiary of any Loan
Party.

     

    (f) Litigation; Commercial Tort
Claims. (i) There is no pending or, to the best knowledge of any
Loan Party, threatened action, suit or proceeding affecting any Loan Party or
any of its properties before any court or other Governmental Authority or any
arbitrator that (A) could reasonably be expected to have a Material Adverse
Effect or (B) relates to this Agreement or any other Transaction Document
or any transaction contemplated hereby or thereby and (ii) as of the
Effective Date, none of the Loan Parties holds any commercial tort claims in
respect of which a claim has been filed in a court of law or a written notice by
an attorney has been given to a potential defendant.

     

    (g) Financial
Condition.

     

    (i) The
Financial Statements, copies of which have been delivered to each Agent and each
Lender, fairly present the consolidated financial condition of Monaco and its
Subsidiaries as at the respective dates thereof and the consolidated results of
operations of Monaco and its Subsidiaries for the fiscal periods ended on such
respective dates, all in accordance with GAAP, and, since June 27, 2008 no event
or development has occurred that has had or could reasonably be expected to have
a Material Adverse Effect.  

     

    


    
      
        
           

        

        
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    (ii) Monaco
has heretofore furnished to each Agent and each Lender (A) Projections for
Monaco and its Subsidiaries prepared on a monthly basis for the Fiscal Year
ending January 3, 2009 and (B) Projections for Monaco and its Subsidiaries
prepared on a monthly basis for Fiscal Years 2009 through 2010, which
Projections shall be updated from time to time pursuant to Section 7.01(a)(vi).  Such Projections, as
so updated, shall be believed by Monaco as of the later of (i) the Effective
Date or (ii) at the time furnished to be reasonable, shall have been prepared on
a reasonable basis and in good faith by Monaco, and shall have been based on
assumptions believed by Monaco to be reasonable at the time made and upon the
best information then reasonably available to Monaco, and Monaco is not aware of
any facts or information that would lead it to believe that such Projections, as
so updated, are incorrect or misleading in any material respect.

     

    (h) Compliance with Law,
Etc.  No Loan Party is in violation of (i) any of its Governing
Documents, (ii) any material domestic or foreign Requirement of Law, including,
without limitation, any statute, legislation or treaty, any guideline,
directive, rule, standard, requirement, policy, order, judgment, injunction,
award or decree of any Governmental Authority, in each case, applicable to it or
any of its property or assets, or (iii) any material term of any Contractual
Obligation (including, without limitation, any Material Contract) binding on or
otherwise affecting it or any of its properties, and no Default or Event of
Default has occurred and is continuing.

     

    (i) ERISA.  No
Loan Party nor any of its ERISA Affiliates contributes to, sponsors, maintains
or has an obligation to contribute to or maintain any Multiemployer Plan or any
Employee Plan and has not at any time prior to the date hereof established,
sponsored or maintained, been a party to and has not at any time prior to the
date hereof contributed or been obligated to contribute to or maintain any
Multiemployer Plan or any defined plan.  Except as required by Section
4980B of the Internal Revenue Code, no Loan Party or any of its ERISA Affiliates
maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA)
which provides health or welfare benefits (through the purchase of insurance or
otherwise) for any retired or former employee of any Loan Party or any of its
ERISA Affiliates or coverage after a participant's termination of
employment.

     

    (j) Taxes,
Etc.  All Federal, material state and local tax returns and
other reports required by applicable Requirements of Law to be filed by any Loan
Party have been filed, or extensions have been obtained, and all taxes,
assessments and other governmental charges in an aggregate amount in excess of
$100,000 imposed upon any Loan Party or any property of any Loan Party and which
have become due and payable on or prior to the date hereof have been paid,
except to the extent contested in good faith by proper proceedings which stay
the imposition of any penalty, fine or Lien resulting from the non-payment
thereof and with respect to which adequate reserves have been set aside for the
payment thereof on the Financial Statements in accordance with
GAAP.

     

    (k) Regulations T, U and
X.  No Loan Party is or will be engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation T, U or X), and no proceeds of the Term Loan will be
used to purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying any margin stock.

     

    


    
      
        
           

        

        
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    (l) Nature of
Business.  No Loan Party is engaged in any business other than
the supply and manufacture of recreational vehicles, cargo trailers and horse
trailers, and the development, sale and rental of the motorcoach resort
facilities.

     

    (m) Adverse Agreements,
Etc.  No Loan Party is a party to any Contractual Obligation or
subject to any restriction or limitation in any Governing Document or any
judgment, order, regulation, ruling or other requirement of a court or other
Governmental Authority, which (either individually or in the aggregate) has, or
in the future could reasonably be expected (either individually or in the
aggregate) to have, a Material Adverse Effect.

     

    (n) Permits,
Etc.  Each Loan Party has, and is in compliance with, all
permits, licenses, authorizations, approvals, entitlements and accreditations
required for such Person lawfully to own, lease, manage or operate, or to
acquire, each business currently owned, leased, managed or operated, or to be
acquired, by such Person, except where the failure to have or to be in
compliance could not reasonably be expected to result in a Material Adverse
Effect.  No condition exists or event has occurred which, in itself or
with the giving of notice or lapse of time or both, would result in the
suspension, revocation, impairment, forfeiture or non-renewal of any such
permit, license, authorization, approval, entitlement or accreditation, and
there is no claim that any thereof is not in full force and effect, which, in
each case, (either individually or in the aggregate) has, or in the future could
reasonably be expected (either individually or in the aggregate) to have, a
Material Adverse Effect.

     

    (o) Properties.   (i)  Each
Loan Party has good and marketable title to, valid leasehold interests in, or
valid licenses to use, all property and assets material to its business, free
and clear of all Liens, except Permitted Liens.  All such properties
and assets are in good working order and condition, ordinary wear and tear
excepted.

     

    (ii) Schedule
6.01(o) to the Disclosure Letter sets forth a
complete and accurate list, as of the Effective Date, of the location, by state
and street address, of all real property owned or leased by each Loan Party and
identifies the interest (fee or leasehold) of such Loan Party
therein.  As of the Effective Date, each Loan Party has valid
leasehold interests in the Leases described on Schedule 6.01(o) to the Disclosure Letter to which it is a
party.  True, complete and correct copies of each such Lease have been
delivered to the Agents prior to the Effective Date.  Schedule 6.01(o) to the Disclosure Letter sets forth with
respect to each such Lease, the commencement date, termination date, renewal
options (if any) and annual base rents.  As of the Effective Date,
each such Lease is valid and enforceable in accordance with its terms in all
material respects and is in full force and effect.  No consent or
approval of any landlord or other third party in connection with any such Lease
is necessary for any Loan Party to enter into and execute the Transaction
Documents to which it is a party, except as set forth on Schedule 6.01(o) to the Disclosure Letter.  Except as
set forth on Schedule 6.01(o) to the Disclosure Letter, to any Borrowers'
knowledge, no other party to any such Lease is in default of its obligations
thereunder, and no Loan Party (or any other party to any such Lease) has at any
time delivered or received any notice of default which remains uncured under any
such Lease and, as of the Effective Date, no event has occurred which, with the
giving of notice or the

     

    


    
      
        
           

        

        
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    passage
of time or both, would constitute a default under any such
Lease.  Each Loan Party hereby represents, without qualification, that
no Material Improvements are located in an area identified by FEMA as having
special flood hazards.

     

    (iii) All
Rolling Stock of the Loan Parties which, under applicable law (including,
without limitation, any Motor Vehicle Law), is required to be registered is
properly registered in the name of a Loan Party.  All Rolling Stock of
the Loan Parties, the ownership of which, under applicable law (including,
without limitation, any Motor Vehicle Law), is evidenced by a Certificate of
Title or ownership, which Certificate of Title or ownership (A) is (or will be,
as appropriate) properly titled in the name of a Loan Party, and to the extent
the book value of any such Rolling Stock is $10,000 or more, the Collateral
Agent's lien is noted thereon, and (B) is being held by a Loan Party at such
Person's locations specified on Schedule 5.01(d) to the Disclosure
Letter.  The Rolling Stock listed on Schedule 5.01(d) to the
Disclosure Letter constitute all of the Rolling Stock owned by the Loan Parties
on the Effective Date and the Rolling Stock not subject to a Certificate of
Title or ownership under applicable law (including, without limitation, any
Motor Vehicle Law) is noted therein.

     

    (p) Full
Disclosure.  Each Loan Party has disclosed to the Agents and
the Lenders all agreements, instruments and corporate or other restrictions to
which it is subject, and all other matters known to it, that, individually or in
the aggregate, could reasonably be expected to result in a Material Adverse
Effect.  None of the other reports, financial statements, certificates
or other information furnished by or on behalf of any Loan Party to the Agents
and/or the Lenders in connection with the negotiation of this Agreement or
delivered hereunder (as modified or supplemented by other information so
furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which it was made, not misleading; provided that, with
respect to projected financial information, each Loan Party represents only that
such information was prepared on a reasonable basis and in good faith by the
Loan Parties, and shall have been based upon assumptions believed by the Loan
Parties to be reasonable at the time prepared and upon the best information then
reasonably available to the Loan Parties, and each Loan Party shall not be aware
of any facts or information that would lead it to believe that such projections,
as so updated, are incorrect or misleading in any material
respect.  There is no contingent liability or fact that could
reasonably be expected to have a Material Adverse Effect which has not been set
forth in a footnote included in the Financial Statements or a Schedule to the
Disclosure Letter.

     

    (q) Operating Lease
Obligations.  On the Effective Date, none of the Loan Parties
has any Operating Lease Obligations other than the Operating Lease Obligations
set forth on Schedule 6.01(q) to the Disclosure
Letter.

     

    (r) Environmental
Matters.  (i) Except as set forth on Schedule 6.01(r)(i) and (v) to the Disclosure Letter, the
operations of each Loan Party are in material compliance with all Environmental
Laws; (ii) there has been no Release at any of the properties owned or
operated by any Loan Party or a predecessor in interest, or at any disposal or
treatment facility which received Hazardous Materials generated by any Loan
Party or any predecessor in interest which could reasonably be expected to have
a Material Adverse Effect; (iii) no Environmental Action has been asserted
against any Loan Party or any predecessor in interest nor does any Loan Party
have knowledge or notice of any threatened or pending Environmental

     

    


    
      
        
           

        

        
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    Action
against any Loan Party or any predecessor in interest which could reasonably be
expected to have a Material Adverse Effect; (iv) no Environmental Actions
have been asserted against any facilities that may have received Hazardous
Materials generated by any Loan Party or any predecessor in interest which could
reasonably be expected to have a Material Adverse Effect; (v) except as set
forth on Schedule 6.01(r)(i) and (v) to the
Disclosure Letter, no property now or formerly owned or operated by a Loan Party
has been used as a treatment or disposal site in violation of Environmental Laws
for any Hazardous Material; (vi) no Loan Party has failed to report to the
proper Governmental Authority any Release which is required to be so reported by
any Environmental Laws which could reasonably be expected to have a Material
Adverse Effect; (vii) each Loan Party holds all licenses, permits and
approvals required under any Environmental Laws in connection with the operation
of the business carried on by it, except for such licenses, permits and
approvals as to which a Loan Party's failure to maintain or comply with would
not reasonably be expected to have a Material Adverse Effect; and (viii) no Loan
Party has received any notification pursuant to any Environmental Laws that (A)
any work, repairs, construction or Capital Expenditures are required to be made
in respect as a condition of continued compliance with any Environmental Laws,
or any license, permit or approval issued pursuant thereto or (B) any license,
permit or approval referred to above is about to be reviewed, made, subject to
limitations or conditions, revoked, withdrawn or terminated, in each case,
except as would not reasonably be expected to have a Material Adverse
Effect.  The representations and warranties in this Section 6.01(r)
constitute the sole representations and warranties of the Loan Parties relating
to environmental, health and safety matters.

     

    (s) Insurance.  Each
Loan Party keeps its property adequately insured and maintains (i) insurance to
such extent and against such risks (including with respect to, casualty, flood,
property, general liability and fire), as is customary with companies in the
same or similar businesses, (ii) workmen's compensation insurance in the amount
required by applicable law, (iii) public liability insurance, which shall
include product liability insurance, in the amount customary with companies in
the same or similar business against claims for personal injury or death on
properties owned, occupied or controlled by it, and (iv) such other insurance as
may be reasonably required by the Collateral Agent (including, without
limitation, against larceny, embezzlement or other criminal
misappropriation).  Schedule 6.01(s) to
the Disclosure Letter sets forth a list of all insurance maintained by each Loan
Party on the Effective Date.

     

    (t) Use of
Proceeds.  The proceeds of the Loans shall be used to
(a) on the Effective Date, (i) refinance a portion of the existing
indebtedness of the Loan Parties, and (ii) pay fees and expenses in
connection with the transactions contemplated hereby and (b) thereafter,
fund the general corporate purposes and working capital requirements of the Loan
Parties (including Capital Expenditures).

     

    (u) Solvency.  After
giving effect to the transactions contemplated by the Transaction Documents and
before and after giving effect to the Term Loan, each Loan Party is, and the
Loan Parties on a consolidated basis are, Solvent.

     

    (v) Location of Bank
Accounts.  Schedule 6.01(v) to the
Disclosure Letter sets forth a complete and accurate list as of the Effective
Date of all deposit, checking and other bank accounts, all securities and other
accounts maintained with any broker dealer and all other similar accounts
maintained by each Loan Party, together with a description thereof (i.e., the bank
or broker dealer at which such deposit or other account is maintained and the
account number and the purpose thereof).

     

    


    
      
        
           

        

        
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    (w) Intellectual
Property.  Except as set forth on Schedule 6.01(w) to the Disclosure Letter, each Loan Party owns
or licenses or otherwise has the right to use all patents, patent applications,
trademarks, trademark applications, service marks, service mark applications,
tradenames, copyrights, copyright applications, trade secrets, inventions,
technology, original works of authorship and other intellectual property rights
that are necessary for the operation of its business, without infringement upon
or conflict with the rights of any other Person with respect thereto, except for
such infringements and conflicts which, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.  There
are no restrictions or other limitations on the ability of any Loan Party to
assign its rights with respect to any material intellectual property owned,
licensed or otherwise used by it in accordance with the terms of the Loan
Documents which is effective under applicable laws.  One of the Loan
Parties is the owner of record with respect to each item of Registered
intellectual property listed on Schedule 6.01(w) to the Disclosure
Letter.  Set forth on Schedule 6.01(w) to the Disclosure Letter is a complete and
accurate list as of the Effective Date of all Registered material patents,
patent applications, trademarks, trademark applications, service marks, service
mark applications, tradenames, copyrights, copyright applications, trade
secrets, inventions, technology, original works of authorship and other
intellectual property rights of each Loan Party and all material intellectual
property licenses and agreements of each Loan Party.  No trademark,
service mark, slogan or other advertising device, product, process, method,
invention, technology, substance, part or other material now employed, or now
contemplated to be employed, by any Loan Party infringes upon or conflicts with
any rights owned by any other Person, and no claim or litigation regarding any
of the foregoing is pending or threatened, except for such infringements and
conflicts which could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.  To the best knowledge of each
Loan Party, no patent, invention, device, application, principle or any statute,
law, rule, regulation, standard or code is pending or proposed, which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

     

    (x) Material
Contracts.  Set forth on Schedule 6.01(x) to the Disclosure Letter is a complete and
accurate list as of the Effective Date of all Material Contracts of each Loan
Party, showing the parties and subject matter thereof and amendments and
modifications thereto.  Each such Material Contract (i) is in
full force and effect and is binding upon and enforceable against each Loan
Party that is a party thereto and, to the best knowledge of such Loan Party, all
other parties thereto in accordance with its terms, (ii) has not been
otherwise amended or modified, and (iii) is not in default due to the action of
any Loan Party or, to the best knowledge of any Loan Party, any other party
thereto.

     

    (y) Investment Company
Act.  None of the Loan Parties is (i) an "investment company"
or an "affiliated person" or "promoter" of, or "principal underwriter" of or
for, an "investment company", as such terms are defined in the Investment
Company Act of 1940, as amended, or (ii) subject to regulation under any
Requirement of Law that limits in any respect its ability to incur Indebtedness
or which may otherwise render all or a portion of the Obligations
unenforceable.

     

    


    
      
        
           

        

        
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    (z) Employee and Labor
Matters.  There is (i) no unfair labor practice complaint
pending or, to the best knowledge of any Loan Party, threatened against any Loan
Party before any Governmental Authority and no grievance or arbitration
proceeding pending or threatened against any Loan Party which arises out of or
under any collective bargaining agreement, (ii) no strike, labor dispute,
slowdown, stoppage or similar action or grievance pending or threatened against
any Loan Party or (iii) to the best knowledge of each Loan Party, no union
representation question existing with respect to the employees of any Loan Party
and no union organizing activity taking place with respect to any of the
employees of any Loan Party.  No Loan Party or any of its ERISA
Affiliates has incurred any liability or obligation under the Worker Adjustment
and Retraining Notification Act ("WARN") or similar
state law, which remains unpaid or unsatisfied.  The hours worked and
payments made to employees of any Loan Party have not been in violation of the
Fair Labor Standards Act or any other applicable legal
requirements.  All material payments due from any Loan Party on
account of wages and employee health and welfare insurance and other benefits
have been paid or accrued as a liability on the books of such Loan
Party.

     

    (aa) Customers and
Suppliers.  Other than as a result of any change in conditions
in the United States, foreign or global economy or capital or financial markets
generally to the extent that such change does not materially disproportionately
affect the Loan Parties as compared to similarly situated companies in the
industry in which the Loan Parties conduct business, there exists no actual or
threatened termination, cancellation or limitation of, or modification to or
change in, the business relationship between (i) any Loan Party, on the one
hand, and any customer or any group thereof, on the other hand, whose agreements
with any Loan Party are individually or in the aggregate material to the
business or operations of such Loan Party, or (ii) any Loan Party, on the
one hand, and any supplier or any group thereof, on the other hand, whose
agreements with any Loan Party are individually or in the aggregate material to
the business or operations of such Loan Party; and, to any Loan Party's
knowledge, there exists no present state of facts or circumstances that could
reasonably be expected to give rise to or result in any termination,
cancellation, limitation, modification or change.

     

    (bb) No Bankruptcy
Filing.  No Loan Party is contemplating either an Insolvency
Proceeding or the liquidation of all or a major portion of such Loan Party's
assets or property, and no Loan Party has any knowledge of any Person
contemplating an Insolvency Proceeding against it.

     

    (cc) Interrelated
Business.  The Loan Parties make up a related organization of
various entities constituting a single economic and business enterprise so that
the Loan Parties share an identity of interests such that any benefit received
by any one of them benefits the others.  From time to time each Loan
Party may render services to or for the benefit of the other Loan Parties,
purchase or sell and supply goods to or from or for the benefit of the others,
make loans, advances and provide other financial accommodations to or for the
benefit of the other Loan Parties (including inter alia, the payment by such
Loan Party of creditors of the other Loan Parties and guarantees by such Loan
Party of indebtedness of the other Loan Parties and provides administrative,
marketing, payroll and management services to or for the benefit of the other
Loan Parties).  The Loan Parties have the same centralized accounting
and legal services, certain common officers and directors and generally do not
provide consolidating financial statements to creditors.

     

    


    
      
        
           

        

        
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    (dd) Name; Jurisdiction of
Organization; Organizational ID Number; Chief Place of Business; Chief Executive
Office; FEIN.  Schedule 6.01 (dd) to the Disclosure Letter sets
forth a complete and accurate list as of the date hereof of (i) the exact
legal name of each Loan Party, (ii) the jurisdiction of organization of
each Loan Party, (iii) the organizational identification number of each
Loan Party (or indicates that such Loan Party has no organizational
identification number), (iv) each place of business of each Loan Party,
(v) the chief executive office of each Loan Party and (vi) the federal
employer identification number of each Loan Party.

     

    (ee) Locations of
Collateral.  There is no location at which any Loan Party has
any Collateral (except for Inventory in transit and Rolling Stock in transit)
other than (i) those locations listed on Schedule 6.01(ee) to the Disclosure Letter and (ii) any other
locations approved in writing by the Collateral Agent from time to
time.  Schedule 6.01(ee) to the
Disclosure Letter contains a true, correct and complete list, as of the
Effective Date, of the legal names and addresses of each warehouse at which
Collateral of each Loan Party is stored in addition to the
Facilities.  None of the receipts received by any Loan Party from any
warehouse states that the goods covered thereby are to be delivered to bearer or
to the order of a named Person or to a named Person and such named Person's
assigns.

     

    (ff) Security
Interests.  Each Security Agreement creates in favor of the
Collateral Agent, for the benefit of the Agents and the Lenders, a legal, valid
and enforceable security interest in the Collateral secured
thereby.  Upon the filing of the UCC-1 financing statements described
in Section 5.01(d)(viii), the recording of the
Mortgages in the applicable recording offices with respect to any real property,
the recording of the Collateral Assignments for Security referred to in each
Security Agreement in the United States Patent and Trademark Office and the
United States Copyright Office, as applicable, and the submission of an
appropriate application requesting that the Lien of the Agent be noted on the
Certificate of Title or ownership for any Rolling Stock with a book value in
excess of $10,000, completed and authenticated by the applicable Loan Party,
together with the Certificate of Title or ownership, with respect to such
Rolling Stock, to the applicable state agency, such security interests in and
Liens on the Collateral granted thereby shall be perfected, (i) in the case of
any Liens granted with respect to assets and property constituting Term Loan
Priority Collateral, first priority security interests and (ii) in the case of
any Liens granted with respect to any assets and property constituting Working
Capital Priority Collateral, second priority security interests (subject only to
the Liens granted pursuant to the Working Capital Loan Documents), and, in each
case, no further recordings or filings are or will be required in connection
with the creation, perfection or enforcement of such security interests and
Liens, other than (A) the filing of continuation statements in accordance
with applicable law, (B) the recording of the Collateral Assignments for
Security pursuant to each Security Agreement in the United States Patent and
Trademark Office and the United States Copyright Office, as applicable, with
respect to after-acquired U.S. patent and trademark applications and
registrations and U.S. copyrights and (C) the recordation of appropriate
evidence of the security interest in the appropriate foreign registry with
respect to all foreign intellectual property.

     

    


    
      
        
           

        

        
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    (gg) Working Capital Loan
Documents.  No event of default exists, or has occurred and is
continuing under and as defined in the Working Capital Loan
Documents.  The Agents and the Lenders have received true, correct and
complete copies of all of the Working Capital Loan Documents.

     

    (hh) Schedules.  All
of the information which is required to be scheduled to this Agreement is set
forth on the Schedules attached to the Disclosure Letter, is correct and
accurate and does not omit to state any information material
thereto.

     

    (ii) Anti-Terrorism
Laws.

     

    (i) None of
the Loan Parties nor or any Affiliate of any Loan Party, is in violation of any
Anti-Terrorism Law or engages in or conspires to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism
Law.

     

    (ii) None of
the Loan Parties, nor or any Affiliate of any Loan Party, or their respective
agents acting or benefiting in any capacity in connection with the Loans or
other transactions hereunder, is a Person that is prohibited pursuant to the
OFAC Sanctions Programs, or any Person who is affiliated or associated with such
Person.

     

    (iii) None of
the Loan Parties, nor any Affiliates of any Loan Parties, or their respective
agents acting or benefiting in any capacity in connection with the Loans or
other transactions hereunder, is a Person that is prohibited pursuant to the
OFAC Sanctions Programs, or any Person who is affiliated or associated with
such  Person.

     

    (iv) None of
the Loan Parties, nor any of their agents acting in any capacity in connection
with the Loans or other transactions hereunder (i) conducts any business or
engages in making or receiving any contribution of funds, goods or services to
or for the benefit of any Person that is prohibited pursuant to the OFAC
Sanctions Programs, or (ii) deals in, or otherwise engages in any transaction
relating to, any property or interests in property blocked pursuant to any OFAC
Sanctions Programs.

     

    (jj) Certain
Fees.  No broker's or finder's fee or commission will be
payable with respect to this Agreement or any of the transactions contemplated
hereby.

     

    (kk) Approved Dealer Financing
Agreements.  On the Effective Date, none of the Loan Parties is
a party to any Approved Dealer Financing Agreements other than the Approved
Dealer Financing Agreements set forth on Schedule 6.01(kk) to the Disclosure
Letter.

     

    (ll) Representations and
Warranties in Documents; No Default.  All representations and
warranties set forth in this Agreement and the other Loan Documents are true and
correct in all respects at the time as of which such representations were made
and on the Effective Date.  No Event of Default has occurred and is
continuing and no condition exists which constitutes a Default or an Event of
Default.

     

    


    
      
        
           

        

        
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    ARTICLE VII

     

    


     

    COVENANTS
OF THE LOAN PARTIES

     

    Section
7.01 Affirmative Covenants.  So long as any
principal of or interest on any Loan or any other Obligation (whether or not
due) shall remain unpaid or any Lender shall have any Commitment hereunder, each
Loan Party will, unless the Required Lenders shall otherwise consent in
writing:

     

    (a) Reporting
Requirements.  Furnish, and cause to be furnished, to each
Agent and each Lender:

     

    (i) as soon
as available, and in any event within 45 days after the end of each fiscal
quarter of Monaco and its Subsidiaries commencing with the first fiscal quarter
of Monaco and its Subsidiaries ending after the Effective Date, a detailed
internal financial report of Monaco and its Subsidiaries prepared by Monaco in
substantially the form set forth in Schedule 1.01(G) to the Disclosure Letter,
together with consolidated balance sheets, consolidated statements of operations
and retained earnings and consolidated statements of cash flows of Monaco and
its Subsidiaries as at the end of such fiscal quarter, and for the period
commencing at the end of the immediately preceding Fiscal Year and ending with
the end of such fiscal quarter, setting forth in each case in comparative form,
the figures for the corresponding date or period set forth in (x) the financial
statements for the immediately preceding Fiscal Year and (y) the Projections
delivered pursuant to clause (vi) of this Section 7.01(a), all in reasonable detail and certified
by an Authorized Officer of the Administrative Borrower as fairly presenting, in
all material respects, the financial position of Monaco and its Subsidiaries as
of the end of such fiscal quarter and the results of operations and cash flows
of Monaco and its Subsidiaries for such quarter, in accordance with GAAP applied
in a manner consistent with that of the most recent audited financial statements
of Monaco and its Subsidiaries furnished to the Agents and the Lenders, subject
to the absence of footnotes and normal year end adjustments;

     

    (ii) as soon
as available, and in any event within 90 days after the end of each Fiscal Year
of Monaco and its Subsidiaries, a detailed internal financial report of Monaco
and its Subsidiaries prepared by Monaco in substantially the form set forth in
Schedule 1.01(G) to the Disclosure Letter, together with consolidated balance
sheets, consolidated statements of operations and retained earnings and
consolidated statements of cash flows of Monaco and its Subsidiaries as at the
end of such Fiscal Year, setting forth in each case in comparative form the
figures for the corresponding date or period set forth in the financial
statements for the immediately preceding Fiscal Year all in reasonable detail
and prepared in accordance with GAAP, and accompanied by a report and an
unqualified opinion, prepared in accordance with generally accepted auditing
standards, of independent certified public accountants of recognized standing
selected by the Administrative Borrower and satisfactory to the Agents (which
opinion shall be without (A) a "going concern" or like qualification or
exception, (B) any qualification or exception as to the scope of such
audit, or (C) any qualification which relates to the treatment or classification
of any item and which, as a condition

     

    


    
      
        
           

        

        
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    to the
removal of such qualification, would require an adjustment to such item, the
effect of which would be to cause any noncompliance with the provisions of Section 7.03), together with a written statement of
such accountants (1) to the effect that, in making the examination necessary for
their certification of such financial statements, nothing came to their
attention that caused them to believe that the Loan Parties failed to comply
with the covenants set forth in Section 7.03
insofar as such covenants relate to accounting matters and (2) if such
accountants shall have obtained any knowledge of any such non-compliance,
describing the nature thereof;

     

    (iii) as soon
as available, and in any event within 30 days after the end of each fiscal month
of the Monaco and its Subsidiaries commencing with the first fiscal month of the
Monaco and its Subsidiaries ending after the Effective Date, a detailed internal
financial report of Monaco and its Subsidiaries prepared by Monaco in
substantially the form set forth in Schedule 1.01(G) to the Disclosure Letter,
together with internally prepared consolidated balance sheets, consolidated
statements of operations and retained earnings and consolidated statements of
cash flows of Monaco and its Subsidiaries as at the end of such fiscal month,
and for the period commencing at the end of the immediately preceding Fiscal
Year and ending with the end of such fiscal month, all in reasonable detail and
certified by an Authorized Officer of the Administrative Borrower as fairly
presenting, in all material respects, the financial position of Monaco and its
Subsidiaries as of the end of such fiscal month and the results of operations,
retained earnings and cash flows of Monaco and its Subsidiaries for such fiscal
month in accordance with GAAP applied in a manner consistent with that of the
most recent applicable audited financial statements furnished to the Agents and
the Lenders, subject to the absence of footnotes and normal year-end
adjustments;

     

    (iv) simultaneously
with the delivery of the financial statements of Monaco and its Subsidiaries
required by clauses (i), (ii) and (iii) of this Section
7.01(a), (A) a certificate of an Authorized Officer of the Administrative
Borrower (1) stating that such Authorized Officer has reviewed the provisions of
this Agreement and the other Loan Documents and has made or caused to be made
under his or her supervision a review of the condition and operations of Monaco
and its Subsidiaries during the period covered by such financial statements with
a view to determining whether Monaco and its Subsidiaries were in compliance
with all of the provisions of this Agreement and such Loan Documents at the
times such compliance is required hereby and thereby, and that such review has
not disclosed, and such Authorized Officer has no knowledge of, the existence
during such period of an Event of Default or Default or, if an Event of Default
or Default existed, describing the nature and period of existence thereof and
the action which Monaco and its Subsidiaries propose to take or have taken with
respect thereto, (2) in the case of the financial statements required by clauses
(i), (ii) and (iii) of
this Section 7.01(a), attaching a schedule showing
the calculation of the financial covenants specified in Section 7.03, and (3) in the case of the delivery of
the financial statements of Monaco and its Subsidiaries required by clause (i) of this Section
7.01(a), stating that each Loan Party has paid all real estate taxes imposed
upon any real property owned by it that have become due and payable and
attaching evidence of the same or to the extent that such taxes are being
contested in good faith by appropriate proceedings to the extent permitted by Section 7.01(q), evidence of the reserves that have
been established in accordance with GAAP for such taxes by such Loan Party, and
(B) in the case of the delivery of the financial statements required by clause
(i) above, a Narrative Report;

     

    


    
      
        
           

        

        
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    (v) as soon
as available and in any event within 3 Business Days after the end of each week
commencing with the first week ending after the Effective Date, (A) a cash
receipt/disbursement statement prepared and updated on a weekly basis for the
immediately preceding week, (B) a 13-week cash flow forecast prepared and
updated on a weekly basis for the subsequent-13 week period and (C) a status
report on the Loan Parties' restructuring activities (including, but not limited
to, the transfer of assets from, and closing of the Facilities located at a
Designated Real Property to the Facility located in Warsaw,
Indiana);

     

    (vi) as soon
as available and in any event not later than 30 days prior to the end of each
Fiscal Year, updated Projections supplementing and superseding the Projections
referred to in Section 6.01(g)(ii), prepared on a
monthly basis and otherwise in form and substance satisfactory to the Agents,
for the subsequent Fiscal Year, in each case, of the Loan Parties, such updated
Projections to be reasonable, to be prepared on a reasonable basis and in good
faith, and to be based on assumptions believed by such Persons (at the time
furnished) to be reasonable at the time made and from the best information then
available to such Persons; and contemporaneously with the delivery of such
Projections, the Administrative Borrower shall provide a list of the dates of
the last day of each fiscal month for each fiscal month in the subsequent Fiscal
Year for the purposes of Section 7.03;

     

    (vii) promptly
after submission to any Governmental Authority, all documents and information
furnished to such Governmental Authority in connection with any investigation of
any Loan Party other than routine inquiries by such Governmental
Authority;

     

    (viii) as soon
as possible, and in any event within 3 Business Days after the occurrence of an
Event of Default or Default or the occurrence of any event or development that
could reasonably be expected to have a Material Adverse Effect, the written
statement of an Authorized Officer of the Administrative Borrower setting forth
the details of such Event of Default or Default or other event or development
having a Material Adverse Effect and the action which the affected Loan Party
proposes to take with respect thereto;

     

    (ix) promptly
and in any event within 10 days after any Loan Party or any ERISA Affiliate
thereof sends notice of a plant closing or mass layoff (as defined in WARN) to
employees, copies of each such notice sent by such Loan Party or such ERISA
Affiliate thereof;

     

    (x) promptly
after the commencement thereof but in any event not later than 5 Business Days
after service of process with respect thereto on, or the obtaining of knowledge
thereof by, any Loan Party, notice of each action, suit or proceeding before any
court or other Governmental Authority or other regulatory body or any arbitrator
which, if adversely determined, could reasonably be expected to have a Material
Adverse Effect;

     

    (xi) as soon
as possible and in any event within 5 Business Days after execution, receipt or
delivery thereof, copies of any material notices that any Loan Party executes or
receives in connection with any Material Contract;

     

    


    
      
        
           

        

        
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    (xii) as soon
as possible and in any event within 5 Business Days after execution,
receipt or delivery thereof, copies of any material notices that any Loan Party
executes or receives in connection with the sale or other Disposition of the
Equity Interests of, any real property of, or all or substantially all of the
assets of, or the material loss of any property (including any casualty or
condemnation event) of, any Loan Party;

     

    (xiii) promptly
after the sending or filing or receipt thereof, copies of all statements,
reports and other information (including, without limitation, information and
reports relating to each Field Survey and Audit performed pursuant to the
Working Capital Agreement, each borrowing base and compliance certificate of the
Loan Parties) any Loan Party sends to or receives from any holders of its
Indebtedness (including, without limitation, the Working Capital Agent or the
Working Capital Lenders) or its securities or files with or receives from the
SEC or any national (domestic or foreign) securities exchange;

     

    (xiv) together
with the certificate required to be delivered at the end of each fiscal quarter
pursuant to Section 7.01(a)(iv), copies of all evidence of title or ownership of
the Rolling Stock of the Loan Parties sold or having purchased during such
fiscal quarter and having a net book value in excess of $10,000, evidence of
duly executed and completed title or ownership applications with appropriate
state agencies to enable such Rolling Stock to be retitled with the Collateral
Agent listed as lienholder thereof, an updated Schedule 5.01(d) to the
Disclosure Letter, and any other information relating to the Rolling Stock as
the Lenders may reasonably request;

     

    (xv) to the
extent not otherwise delivered to the Administrative Agent hereunder, deliver to
the Administrative Agent and the Lenders (A) a copies of each notice or other
written communication outside of the ordinary course of business delivered by it
or on its behalf in connection with the Working Capital Loan Documents, such
delivery to be made at the same time and by the same means as such notice or
other communication is delivered to the Working Capital Agent and/or the Working
Capital Lenders, and (B) a copy of each notice or other written
communication outside of the ordinary course of business received by the Loan
Parties in connection with the Working Capital Loan Documents, such delivery to
be made promptly after such notice or other communication is received by the
Loan Parties;

     

    (xvi) promptly
upon, and in any event within three (3) Business Days of any of the Loan Parties
entering into any agreement or transaction which involves aggregate
consideration in excess of $1,000,000 (other than purchase orders and supply
agreements in the ordinary course of the business of such Person (but including
any such agreements providing for take-or-pay or minimum purchase or supply
arrangements)), the Loan Parties shall notify the Administrative Agent of the
occurrence thereof and, to the extent requested by the Administrative Agent,
provide to the Administrative Agent a copy thereof;

     

    (xvii) within
five (5) Business Days after the end of each fiscal month, (A) a detailed
listing of all Resort Property Lots or other Eligible Real Property sold or
otherwise transferred by any Loan Party during such fiscal month, (B) a
detailed listing of all pending contracts for sale (or similar agreements) in
respect of the sale or transfer of any real

     

    


    
      
        
           

        

        
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    property
or any such Equipment of any Loan Party entered into during such fiscal month,
(C) a schedule setting forth a description of the proceeds received or
receivable in connection with any such sale or transfer, or any such pending
contract for sale (or similar agreement), (D) a schedule setting forth, in
detail satisfactory to the Collateral Agent, the amount and description of any
Capital Expenditures made during the immediately prior fiscal month with the
proceeds of any Dispositions of any Resort Property Lots, and (E) such
other financial information relating to the sale or transfer of any real
property or any such Equipment as any Agent or any Lender may reasonably
request;

     

    (xviii) (A)
together with the certificate required to be delivered at the end of each fiscal
quarter pursuant to Section 7.01(a)(iv), a detailed listing of all of its
Equipment, including kind, quality, quantity and cost and (B) promptly upon
request by the Collateral Agent, evidence of Borrowers' ownership or interests
in any Equipment;

     

    (xix) promptly
upon receipt thereof, copies of all financial reports (including, without
limitation, management letters), if any, submitted to any Loan Party by its
auditors in connection with any annual or interim audit of the books
thereof;

     

    (xx) within
two (2) Business Days of each week a detailed report in form and substance
satisfactory to the Agents setting forth (i) the outstanding Flooring Lender
Obligations as of the last day of the previous week, together with (ii) a
detailed report of repurchase demands paid and payments made on account of
guarantees and risk pool guarantees during the previous week, to the financial
institutions providing floor financing to the Loan Parties’ dealers;
and

     

    (xxi) promptly
upon request, such other information concerning the condition or operations,
financial or otherwise, of any Loan Party or any of its Subsidiaries or any
Facility as any Agent or Lender may from time to time reasonably
request.

     

    (b) Additional Loan Party and
Collateral Security.  Cause:

     

    (i) each
Subsidiary of any Loan Party not in existence on the Effective Date, to execute
and deliver to the Collateral Agent promptly and in any event within
3 Business Days (or such longer period as the Collateral Agent may agree)
after the formation, acquisition or change in status thereof (A) a joinder
agreement, pursuant to which such Subsidiary shall be made a party to this
Agreement as a Guarantor, (B) a supplement to the Security Agreement, together
with (x) certificates, if any, evidencing all of the Equity Interests of any
Person owned by such Subsidiary, (y) undated stock powers, if applicable,
executed in blank with signature guaranteed, and (z) such opinion of counsel and
such approving certificate of such Subsidiary as the Collateral Agent may
reasonably request in respect of complying with any legend on any such
certificate or any other matter relating to such shares, (C) one or more
Mortgages creating on the owned real property of such Subsidiary a perfected,
first priority Lien on such real property, a Title Insurance Policy covering
such real property, and a current ALTA survey thereof and a surveyor's
certificate (or confirmation satisfactory to the Collateral Agent that the
related Title Insurance Policy does not contain a survey exception), each in
form and substance reasonably satisfactory to the Collateral Agent, together
with such other agreements, instruments and documents as the Collateral Agent
may reasonably require whether comparable to the

     

    


    
      
        
           

        

        
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    documents
required under Section 7.01(o) or otherwise, and
(D) such other agreements, instruments, approvals, legal opinions or other
documents reasonably requested by the Collateral Agent in order to create,
perfect, establish the priority (specified in the Intercreditor Agreement) of or
otherwise protect any Lien purported to be covered by any such Security
Agreement or Mortgage or otherwise to effect the intent that such Subsidiary
shall become bound by all of the terms, covenants and agreements contained in
the Loan Documents and that all property and assets of such Subsidiary shall
become Collateral for the Obligations; and

     

    (ii) each
owner of the Equity Interests of any such Subsidiary to execute and deliver
promptly and in any event within 3 Business Days (or such longer period as
Collateral Agent may agree) after the formation or acquisition of such
Subsidiary a Pledge Amendment (as defined in the Security Agreement), together
with (A) certificates evidencing all of the Equity Interests of such
Subsidiary, (B) undated stock powers or other appropriate instruments of
assignment executed in blank with signature guaranteed, (C) such opinion of
counsel and such approving certificate of such Subsidiary as the Collateral
Agent may reasonably request in respect of complying with any legend on any such
certificate or any other matter relating to such Equity Interests and
(D) such other agreements, instruments, approvals, legal opinions or other
documents requested by the Collateral Agent.

     

    (c) Compliance with Laws,
Etc.  Comply, and cause each of its Subsidiaries to comply,
with all material Requirements of Law (other than Environmental Laws which are
covered by clause (j) below) judgments and awards (including any settlement of
any claim that, if breached, could give rise to any of the foregoing), such
compliance to include, without limitation, (i) paying before the same become
delinquent all taxes, assessments and governmental charges or levies imposed
upon it or upon its income or profits or upon any of its properties, and
(ii) paying all lawful claims which if unpaid might become a Lien or charge
upon any of its properties, except to the extent contested in good faith by
proper proceedings which stay the imposition of any penalty, fine or Lien
resulting from the non-payment thereof and with respect to which adequate
reserves have been set aside for the payment thereof in accordance with
GAAP.

     

    (d) Preservation of Existence,
Etc.  Except as permitted under Section 7.02(c) with respect to
Subsidiaries, maintain and preserve, and cause each of its Subsidiaries to
maintain and preserve, its existence, rights and privileges, and become or
remain, and cause each of its Subsidiaries to become or remain, duly qualified
and in good standing in each jurisdiction in which the character of the
properties owned or leased by it or in which the transaction of its business
makes such qualification necessary, except where the failure to be qualified or
remain in good standing could not reasonably be expected to have a Material
Adverse Effect.

     

    (e) Keeping of Records and Books
of Account.  Keep, and cause each of its Subsidiaries to
keep, adequate records and books of account, with complete entries made to
permit the preparation of financial statements in accordance with
GAAP.

     

    (f) Inspection
Rights.  Permit, and cause each of its Subsidiaries to permit,
the agents and representatives of any Agent and any Lender at any time and from
time to time during normal business hours, at the expense of the Borrowers, to
examine and make copies of and abstracts from its records and books of account,
to visit and inspect its properties, to

     

    


    
      
        
           

        

        
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    verify
materials, leases, notes, accounts receivable, deposit accounts and its other
assets, to conduct audits, physical counts, valuations, appraisals (including,
without limitation, appraisals of Facilities and Equipment), Phase I ESA (and,
if requested by the Collateral Agent based upon the recommendations of any such
Phase I ESA, a Phase II ESA) or examinations and to discuss its
affairs, finances and accounts with any of its directors, officers, managerial
employees, independent accountants or any of its other
representatives.  In furtherance of the foregoing, each Loan Party
hereby authorizes its independent accountants, and the independent accountants
of each of its Subsidiaries, to discuss the affairs, finances and accounts of
such Person (independently or together with representatives of such Person) with
the agents and representatives of any Agent and any Lender in accordance with
this Section 7.01(f).  The Loan Parties
and their respective Subsidiaries will, upon the request of any Agent or the
Required Lenders, participate in a meeting of the Agents and the Lenders at
least once during each Fiscal Year to be held at the corporate offices of the
Administrative Borrower (or at such other location as may be agreed to by the
Administrative Borrower and the Agents and the Required Lenders) at such time as
may be agreed to by the Administrative Borrower and the Agents.

     

    (g) Maintenance of Properties,
Etc.  Maintain and preserve, and cause each of its Subsidiaries
to maintain and preserve, all of its properties which are necessary or useful in
the proper conduct of its business in good working order and condition, ordinary
wear and tear excepted, and comply, and cause each of its Subsidiaries to
comply, at all times with the provisions of all leases to which it is a party as
lessee or under which it occupies property, so as to prevent any loss or
forfeiture thereof or thereunder, except in each case where the failure to do so
could not reasonably be expected to have a Material Adverse
Effect.  Notwithstanding anything to the contrary contained herein,
the Borrowers hereby covenant and agree to promptly commence and to diligently
prosecute the restoration of any Eligible Real Property upon the occurrence of
any casualty loss affecting such Eligible Real Property, without regard to the
availability or adequacy of insurance proceeds and at its sole cost and expense,
but in all events in a manner reasonably approved by the Agents.

     

    (h) Maintenance of
Insurance.  Maintain, and cause each of its Subsidiaries to
maintain, insurance with financially sound and reputable insurance companies
(with a Best Rating of at least AX, unless otherwise approved by the Collateral
Agent) or associations (including, without limitation, (i) comprehensive
general liability, hazard, rent, casualty, flood and property insurance,
(ii) workmen's compensation insurance in the amount required by applicable
law, (iii) public liability insurance, which shall include product liability
insurance, in the amount customary with companies in the same or similar
business against claims for personal injury or death on properties owned,
occupied or controlled by it, and (iv) business interruption insurance), with
respect to its properties (including all real properties leased or owned by it)
and business, in such amounts (which (A) in the case of property insurance,
shall be in an amount of not less than $250,000,000 with a deductible of not
greater than $100,000, (B) in the case of casualty insurance, shall be in an
amount of not less than $100,000,000 per occurrence with a deductible/self
retention of not greater than $500,000, and (C) in the case of business
interruption insurance, shall be in an amount of not less than $122,500,000 per
occurrence with a deductible of not greater than 48 hours) and covering such
risks as is required by any Governmental Authority having jurisdiction with
respect thereto or as is carried generally in accordance with sound business
practice by companies in similar businesses similarly situated and in any event
in amount, adequacy and scope reasonably satisfactory to the Collateral
Agent.  All policies

     

    


    
      
        
           

        

        
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    covering
the Collateral are to be made payable to the Collateral Agent for the benefit of
the Agents and the Lenders, as its interests may appear, in case of loss, under
a standard non-contributory "lender" or "secured party" clause and are to
contain such other provisions as the Collateral Agent may require to fully
protect the Lenders' interest in the Collateral and to any payments to be made
under such policies.  All certificates of insurance are to be
delivered to the Collateral Agent and the policies are to be premium prepaid,
with the loss payable and additional insured endorsement in favor of the
Collateral Agent and such other Persons as the Collateral Agent may designate
from time to time, and shall provide for not less than 30 days' prior written
notice to the Collateral Agent of the exercise of any right of
cancellation.  If any Loan Party or any of its Subsidiaries fails to
maintain such insurance, the Collateral Agent may arrange for such insurance,
but at the Borrowers' expense and without any responsibility on the Collateral
Agent's part for obtaining the insurance, the solvency of the insurance
companies, the adequacy of the coverage, or the collection of
claims.  Upon the occurrence and during the continuance of an Event of
Default, the Collateral Agent shall have the right (as permitted by the
Intercreditor Agreement), in the name of the Lenders, any Loan Party and its
Subsidiaries, to file claims under any insurance policies, to receive, receipt
and give acquittance for any payments that may be payable thereunder, and to
execute any and all endorsements, receipts, releases, assignments, reassignments
or other documents that may be necessary to effect the collection, compromise or
settlement of any claims under any such insurance policies.

     

    (i) Obtaining of Permits,
Etc.  (i)  Obtain, maintain and preserve, and cause
each of its Subsidiaries to obtain, maintain and preserve, and take all
necessary action to timely renew, all permits, licenses, authorizations,
approvals, entitlements and accreditations which are necessary or useful in the
proper conduct of its business.

     

    (ii) Cause all
Rolling Stock now owned or hereafter acquired by any Loan Party that, under
applicable law, is required to be registered, to be properly registered
(including, without limitation, the payment of all necessary taxes and receipt
of any applicable permits) in the name of such Loan Party and cause all Rolling
Stock now owned or hereafter acquired by any Loan Party the ownership of which,
under applicable law (including, without limitation, any Motor Vehicle Law), is
evidenced by a Certificate of Title or ownership, to be properly titled in the
name of such Loan Party, and to the extent that the book value of any such
Rolling Stock exceeds $10,000 with the Collateral Agent's Lien noted thereon to
the extent permitted by applicable law.

     

    (j) Environmental.  (i)  Keep
any property either owned or operated by it or any of its Subsidiaries free of
any Environmental Liens; (ii) materially comply, and cause each of its
Subsidiaries to materially comply, with all material Environmental Laws and
provide to the Collateral Agent any documentation of such compliance which the
Collateral Agent may reasonably request; (iii) provide the Agents written
notice within 5 days of any Release of a Hazardous Material in excess of any
reportable quantity in violation of Environmental Laws from or onto property at
any time owned or operated by it or any of its Subsidiaries and take any
Remedial Actions required to abate said Release; and (iv) provide the
Agents with written notice within 10 days of the receipt of any of the
following:  (A) notice that an Environmental Lien has been filed
against any property of any Loan Party or any of its Subsidiaries;
(B) commencement of any Environmental Action or notice that an
Environmental Action will be filed against any Loan Party or any of its
Subsidiaries; and (C) notice of a violation, citation or other
administrative order which could reasonably be expected to have a Material
Adverse Effect.

     

    


    
      
        
           

        

        
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    (k) Further
Assurances.  Take such action and execute, acknowledge and
deliver, and cause each of its Subsidiaries to take such action and execute,
acknowledge and deliver, at its sole cost and expense, such agreements,
instruments or other documents as any Agent may require from time to time in
order (i) to carry out more effectively the purposes of this Agreement and
the other Loan Documents, (ii) to subject to valid and perfected Liens any
of the Collateral or any other property of any Loan Party and its Subsidiaries,
(iii) to establish and maintain the validity and effectiveness of any of
the Loan Documents and the validity, perfection and priority of the Liens
intended to be created thereby, and (iv) to better assure, convey, grant,
assign, transfer and confirm unto each Agent and each Lender the rights now or
hereafter intended to be granted to it under this Agreement or any other Loan
Document.  In furtherance of the foregoing, to the maximum extent
permitted by applicable law, each Loan Party (i) authorizes each Agent to
execute any such agreements, instruments or other documents in such Loan Party's
name and to file such agreements, instruments or other documents in any
appropriate filing office, (ii) authorizes each Agent to file any financing
statement required hereunder or under any other Loan Document, and any
continuation statement or amendment with respect thereto, in any appropriate
filing office without the signature of such Loan Party, and (iii) ratifies
the filing of any financing statement, and any continuation statement or
amendment with respect thereto, filed without the signature of such Loan Party
prior to the date hereof.

     

    (l) Change in Collateral;
Collateral Records.  (i) Give the Collateral Agent not less
than 30 days' prior written notice of any change in the location of any
Collateral, other than to Facilities or locations set forth on Schedule 6.01(ee)
to the Disclosure Letter and with respect to which the Collateral Agent has
filed financing statements and otherwise fully perfected its Liens thereon,
(ii) advise the Collateral Agent promptly, in sufficient detail, of any
material adverse change relating to the type, quantity or quality of the
Collateral or the Lien granted thereon and (iii) execute and deliver, and
cause each of its Subsidiaries to execute and deliver, to the Collateral Agent
for the benefit of the Agents and the Lenders from time to time, solely for the
Collateral Agent's convenience in maintaining a record of Collateral, such
written statements and schedules as the Collateral Agent may reasonably require,
designating, identifying or describing the Collateral.

     

    (m) Collateral Access
Agreements.  (i) At any time any Collateral with a book value
in excess of $100,000 (when aggregated with all other Collateral at the same
location) is located on any real property of a Loan Party (whether such real
property is now existing or acquired after the Effective Date) which is not
owned by a Loan Party, obtain written subordinations or waivers, in form and
substance satisfactory to the Collateral Agent, of all present and future Liens
to which the owner or lessor of such premises may be entitled to assert against
the Collateral; and

     

    (ii) At any
time any Collateral with a book value in excess of $100,000 (when aggregated
with all other Collateral at the same location) is stored on the premises of a
bailee, warehouseman, or similar party, obtain written access agreements, in
form and substance satisfactory to the Collateral Agent, providing for access to
Collateral located on such premises in order to remove such Collateral from such
premises during an Event of Default.

     

    


    
      
        
           

        

        
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    (n) Subordination. Cause
all Indebtedness and other obligations now or hereafter owed by it to any of its
Affiliates, to be subordinated in right of payment and security to the
Indebtedness and other Obligations owing to the Agents and the Lenders in
accordance with a subordination agreement in form and substance satisfactory to
the Agents.

     

    (o) After Acquired Real
Property.  Upon the acquisition by it or any of its
Subsidiaries after the date hereof of any interest (whether fee or leasehold) in
any real property (wherever located) (each such interest being an "After Acquired
Property") (x) with a Current Value (as defined below) in excess of
$100,000 in the case of a fee interest, or (y) requiring the payment of
annual rent exceeding in the aggregate $36,000 in the case of leasehold
interest, immediately so notify the Collateral Agent, setting forth with
specificity a description of the interest acquired, the location of the real
property, any structures or improvements thereon and either an appraisal or such
Loan Party's good-faith estimate of the current value of such real property (for
purposes of this Section, the "Current
Value").  The Collateral Agent shall notify such Loan Party
whether it intends to require a Mortgage and the other documents referred to
below or in the case of leasehold, a leasehold Mortgage or Collateral Access
Agreement (pursuant to Section 7.01(m) hereof).  Upon receipt of
such notice requesting a Mortgage, the Person that has acquired such After
Acquired Property shall promptly furnish to the Collateral Agent the following,
each in form and substance satisfactory to the Collateral
Agent:  (i) a Mortgage with respect to such real property and
related assets located at the After Acquired Property, duly executed by such
Person and in recordable form; (ii) evidence of the recording of the
Mortgage referred to in clause (i) above in such office or offices as may be
necessary or, in the opinion of the Collateral Agent, desirable to create and
perfect a valid and enforceable first priority lien on the property purported to
be covered thereby or to otherwise protect the rights of the Agents and the
Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of
such real property, certified to the Collateral Agent and to the issuer of the
Title Insurance Policy by a licensed professional surveyor reasonably
satisfactory to the Collateral Agent (or confirmation satisfactory to the
Collateral Agent that the related Title Insurance Policy does not contain a
survey exception), (v) Phase I ESAs with respect to such real property,
certified to the Collateral Agent by a company reasonably satisfactory to the
Collateral Agent, (vi) in the case of a leasehold interest, a certified
copy of the lease between the landlord and such Person with respect to such real
property in which such Person has a leasehold interest, (vii) in the case
of a leasehold interest, an attornment and nondisturbance agreement between the
landlord (and any fee mortgagee) with respect to such real property and the
Collateral Agent, and (viii) such other documents or instruments (including
guarantees and opinions of counsel) as the Collateral Agent may reasonably
require.  The Borrowers shall pay all fees and expenses, including
reasonable attorneys' fees and expenses, and all title insurance charges and
premiums, in connection with each Loan Party's obligations under this Section 7.01(o).

     

    (p) Fiscal
Year.  Cause the Fiscal Year of Monaco and its Subsidiaries to
end on the Saturday closest to December 31 of each calendar year unless the
Required Lenders consent to a change in such Fiscal Year (and appropriate
related changes to this Agreement).

     

    


    
      
        
           

        

        
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    (q) Payment of Taxes and
Claims.  Pay, and cause each of its respective Subsidiaries to
pay, all Taxes imposed upon it or any of its properties or assets or in respect
of any of its income, businesses or franchises which exceed $100,000 in the
aggregate before any penalty or fine accrues thereon, and all claims (including
claims for labor, services, materials and supplies) for sums that have become
due and payable and that by law have or may become a Lien upon any of its
properties or assets which exceed $100,000 in the aggregate, prior to the time
when any penalty or fine shall be incurred with respect thereto; provided, no such Tax
or claim need be paid if it is being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted, so long as (a)
adequate reserve or other appropriate provision, as shall be required in
conformity with GAAP shall have been made therefor, and (b) in the case of a Tax
or claim which has or may become a Lien against any of the Collateral, such
contest proceedings conclusively operate to stay the sale of any portion of the
Collateral to satisfy such Tax or claim.

     

    (r) Resort Lot Property
Proceeds.  Reinvest, and cause each of its Subsidiaries to
reinvest, all Net Cash Proceeds received by any Loan Party or any of its
Subsidiaries in connection with a Disposition of any Resort Property Lots and
that are not used to prepay the Obligations pursuant to Section 2.05(c)(iii), in
the construction and development of Resort Property Lots or Combined Property
which is to be developed into Resort Property Lots and, in each case,
constituting Eligible Real Property, within a period not to exceed 365 days
after the date of receipt of any such Net Cash Proceeds (the "Reinvestment
Period").  Within 30 days following the Disposition of any
Resort Property Lots, the Administrative Borrower shall deliver a certificate to
the Agents which shall set forth (i) a description of the Resort Property Lots
that have been disposed of, (ii) the aggregate Net Cash Proceeds retained by the
Loan Parties and their Subsidiaries after giving effect to any repayment of the
Obligations required by Section 2.05(c)(iii) and (iii) the good faith reasonable
estimates of the Net Cash Proceeds to be used for any reinvestment purposes in
accordance with this Section 7.01(r), as such certificate may be updated from
time to time during the applicable Reinvestment Period by the Administrative
Borrower or upon the request of the Collateral Agent.  Any such Net
Cash Proceeds shall be deposited in the Cash Collateral Account pending any such
reinvestment and released by the Collateral Agent to pay for expenditures that
are incurred in accordance with and up to the estimated amounts specified in the
relevant certificate furnished to the Agents pursuant to the immediately
preceding sentence as and when due and payable or otherwise in a manner and in
an amount authorized by the Collateral Agent.  Upon the earlier of the
expiration of the applicable Reinvestment Period or the occurrence of a Default
or an Event of Default, such Net Cash Proceeds if not theretofore so used, shall
be used to prepay the Obligations in accordance with Section
2.05(c)(iii).

     

    Section
7.02 Negative
Covenants.  So long as any principal of or interest on any
Loan or any other Obligation (whether or not due) shall remain unpaid or any
Lender shall have any Commitment hereunder, each Loan Party shall not, unless
the Required Lenders shall otherwise consent in writing:

     

    (a) Liens,
Etc.  Create, incur, assume or suffer to exist, or permit any
of its Subsidiaries to create, incur, assume or suffer to exist, any Lien upon
or with respect to any

     

    


    
      
        
           

        

        
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    of its
properties, whether now owned or hereafter acquired; file or suffer to exist
under the Uniform Commercial Code or any Requirement of Law of any jurisdiction,
a financing statement (or the equivalent thereof) that names it or any of its
Subsidiaries as debtor; sign or suffer to exist any security agreement
authorizing any secured party thereunder to file such financing statement (or
the equivalent thereof); sell any of its property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable, but excluding Contingent
Obligations arising in connection with repurchase obligations under the Approved
Dealer Financing Agreements) with recourse to it or any of its Subsidiaries or
assign or otherwise transfer, or permit any of its Subsidiaries to assign or
otherwise transfer, any account or other right to receive income; other than, as
to all of the above, Permitted Liens.

     

    (b) Indebtedness.  Create,
incur, assume, guarantee or suffer to exist, or otherwise become or remain
liable with respect to, or permit any of its Subsidiaries to create, incur,
assume, guarantee or suffer to exist or otherwise become or remain liable with
respect to, any Indebtedness other than Permitted Indebtedness.

     

    (c) Fundamental Changes;
Dispositions.  Wind-up, liquidate or dissolve, or merge,
consolidate or amalgamate with any Person, or convey, sell, lease or sublease,
transfer or otherwise dispose of, whether in one transaction or a series of
related transactions, all or any part of its business, property or assets,
whether now owned or hereafter acquired (or agree to do any of the foregoing),
or purchase or otherwise acquire, whether in one transaction or a series of
related transactions, all or substantially all of the assets of any Person (or
any division thereof) (or agree to do any of the foregoing), or permit any of
its Subsidiaries to do any of the foregoing; provided, however,
that

     

    (i) Any
Borrower may be merged into another Borrower and any wholly-owned Subsidiary of
any Loan Party (other than a Borrower) may be merged into such Loan Party or
another wholly-owned Subsidiary of such Loan Party, or may consolidate with
another wholly-owned Subsidiary of such Loan Party, so long as (A) no other
provision of this Agreement would be violated thereby, (B) such Loan Party
gives the Agents and the Lenders at least 30 days' prior written notice of such
merger or consolidation, (C) no Default or Event of Default shall have
occurred and be continuing either before or after giving effect to such
transaction, (D) the Lenders' rights in any Collateral, including, without
limitation, the existence, perfection and priority of any Lien thereon, are not
adversely affected by such merger or consolidation and (E) the surviving
Subsidiary, if any, if not a Loan Party is joined as a Loan Party hereunder
pursuant to a joinder agreement and is a party to a Security Agreement and the
Equity Interests of such Subsidiary is the subject of a Security Agreement, in
each case, which is in full force and effect on the date of and immediately
after giving effect to such merger or consolidation;

     

    (ii) any Loan
Party and its Subsidiaries may (A) sell Inventory and license intellectual
property on a non-exclusive basis, in each case, in the ordinary course of
business, (B) prior to the payment in full of the Working Capital Indebtedness
and termination of the Working Capital Loan Documents, sell or otherwise dispose
of assets consisting of Working Capital Priority Collateral to the extent
permitted under the Working Capital Loan Documents or otherwise with the consent
of the requisite Working Capital Lenders; (C) dispose of obsolete
or

     

    


    
      
        
           

        

        
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    worn-out
equipment in the ordinary course of business, and (D) sell or otherwise dispose
of other property or assets (other than Resort Property Lots or Designated Real
Property), for cash in an aggregate amount not less than the fair market value
of such property or assets, provided that (x) the
Net Cash Proceeds of such Dispositions (1) in the case of clauses (C) and (D)
above, do not exceed $500,000 in the aggregate in any Fiscal Year and (2) in all
cases, are paid to the Administrative Agent for the benefit of the Agents and
the Lenders to the extent required by the terms of Section 2.05(c)(ii) and (y) at least 3 days prior to
the disposition of any Equipment, the Administrative Borrower shall deliver (1)
a written notice to the Agents of such disposition, which notice shall attach a
copy of the contract relating to such disposition, which contract shall specify
the amount of consideration that is payable in connection with such disposition
and (2) contemporaneously with the delivery of such notice, the Administrative
Borrower shall deliver to the Agents, a certificate of an Authorized Officer of
Monaco, certifying that after giving pro forma effect to such disposition and
the application of the Net Cash Proceeds thereof in accordance with the terms of
Section 2.05(c)(ii), the aggregate outstanding
principal amount of the Term Loan shall not exceed the Specified M&E and RE
Amount set forth in the most recent Notice of Revaluation after giving effect to
such disposition and application of Net Cash Proceeds; (E) lease to third
parties real property not needed by the Loan Parties or their Subsidiaries for
the operation of their businesses; and (F) dispose of real property with respect
to a resort development that is required to be conveyed to an owners association
or Governmental Authority in connection with the development of the resort or
sale of Resort Property Lots; and

     

    (iii) so long
as no Default or Event of Default shall have occurred and be continuing or would
otherwise arise as a result thereof, any Borrower may, upon not less than 10
Business Days prior written notice to the Agents, sell any Resort Property Lots
or Designated Real Property for cash, provided that (A)
contemporaneously with the delivery of such notice, the Administrative Borrower
has delivered to the Agents (x) a copy of the contract relating to such
disposition, which contract shall specify the amount of consideration that is
payable in connection with such disposition and (y) a certificate of an
Authorized Officer of Monaco, certifying that after giving pro forma effect to
such sale and the application of the Net Cash Proceeds thereof in accordance
with the terms of Section 2.05(c)(iii) or Section 2.05(c)(iv), as the case may be, the aggregate
outstanding principal amount of the Term Loan shall not exceed the Specified
M&E and RE Amount set forth in the most recent Notice of Revaluation after
giving effect to such sale and application of Net Cash Proceeds and (B) the Net
Cash Proceeds of such sale (1) are in an amount not less than the Release Price
applicable to such Resort Property Lots or such Designated Real Property, and
(2) are paid to the Administrative Agent for the benefit of the Agents and the
Lenders in accordance with the terms of Section
2.05(c)(iii) or Section 2.05(c)(iv), as the
case may be.

     

    (d) Change in Nature of
Business.  Make, or permit any of its Subsidiaries to make, any
change in the nature of its business as described in Section 6.01(l).

     

    (e) Loans, Advances,
Investments, Etc.  Make or commit or agree to make any loan,
advance, guarantee of obligations, other extension of credit or capital
contributions to, or hold or invest in or commit or agree to hold or invest in,
or purchase or otherwise acquire or commit or agree to purchase or otherwise
acquire any shares of the Equity Interests, bonds, notes, debentures or other
securities of, or assets or other property of any other Person or make or commit
or agree to make any other investment in, any other Person, or purchase
or own any futures contract or otherwise become liable for the purchase or sale
of currency or other commodities at a future date in the nature of a futures
contract, or permit any of its Subsidiaries to do any of the foregoing (whether
by contract, any servicing arrangement or otherwise) (each, an "Investment"), except
for:

     

    


    
      
        
           

        

        
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    (i) Permitted
Investments and Investments consisting of deposit accounts;

     

    (ii) Investments
existing on the date hereof, as set forth on Schedule 7.02(e) to the Disclosure Letter, but not any increase
in the amount thereof as set forth in such Schedule or any other modification of
the terms thereof;

     

    (iii) Investments
(including debt or equity obligations) received in connection with the
bankruptcy or reorganization of customers and suppliers and in settlement of
delinquent obligations of, and other disputes with, customers and suppliers
arising in the ordinary course of business;

     

    (iv) Investments
arising out of Hedging Agreements permitted by clause (i) of the definition of
Permitted Indebtedness;

     

    (v) Investments
made after the Effective Date in the CCP Joint Venture in an aggregate amount
not to exceed $2,500,000 at any time outstanding; provided that, no such
Investment may be made prior to June 30, 2009 and any such Investment may only
be made thereafter if immediately before and after giving effect to any such
Investment (x) no Default or Event of Default has occurred and is continuing and
(y) Availability is greater than $40,000,000.

     

    (vi) extensions
of trade credit, prepaid expenses or accounts receivable credit in the ordinary
course of business;

     

    (vii) (A) cash
advances to officers, directors and employees for expenses incurred or
anticipated to be incurred in the ordinary course of business and (B) loans to
officers, directors and employees for bona fide business
purposes; provided, that, the aggregate
amount of such cash advances together with the aggregate outstanding amount of
such loans (determined without regard to any write-downs or write-offs of such
advances and loans) shall not exceed $100,000 at any time;

     

    (viii) loans and
advances by it to its Subsidiaries that are Loan Parties and by such
Subsidiaries to it, made in the ordinary course of business and Investments by
any Subsidiary in another Subsidiary that is a Loan Party; provided, that all
such loans and advances are made subject to the terms of the Intercompany
Subordination Agreement; and

     

    (ix) Contingent
Obligations to the extent permitted to be incurred in accordance with the
definition of Permitted Indebtedness.

     

    (f) Lease
Obligations.  Create, incur or suffer to exist, or permit any
of its Subsidiaries to create, incur or suffer to exist, any obligations as
lessee (i) for the payment of rent for any real or personal property in
connection with any sale and leaseback transaction, or

     

    


    
      
        
           

        

        
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    (ii) for
the payment of rent for any real or personal property under leases or agreements
to lease other than (A) Capitalized Lease Obligations which would not cause
the aggregate amount of all obligations under Capitalized Leases entered into
after the Effective Date owing by all Loan Parties and their Subsidiaries in any
Fiscal Year to exceed the amounts set forth in subsection (g) of this Section 7.02,
and (B) Operating Lease Obligations which would not cause the aggregate
amount of all Operating Lease Obligations owing by all Loan Parties and their
Subsidiaries in any Fiscal Year to exceed $1,500,000.

     

    (g) Capital
Expenditures.  Make or commit or agree to make, or permit any
of its Subsidiaries to make or commit or agree to make, any Capital Expenditure
(whether by purchase or Capitalized Lease) that would cause:

     

    (i) the
aggregate amount of all Capital Expenditures (other than Capital Expenditures
made in connection with the construction and development of Resort Property
Lots) made by the Loan Parties and their Subsidiaries to exceed (A) for the
period November 1, 2008 through January 3, 2009, $2,423,000, and (B) during any
Fiscal Year thereafter, for each such Fiscal Year, the applicable amount set
forth below opposite such Fiscal Year:

     

    
      	
              
                Fiscal
      Year End

              

            	
              
                Maximum

                Capital
      Expenditure

              

            
	
              2009

            	
              $6,000,000

            
	
              2010

            	
              $6,000,000

            
	
              2011

            	
              $6,000,000

            
	
              2012

            	
              $6,000,000

            
	 
      	 
      


    

    (ii) the
aggregate amount of all Capital Expenditures made in connection with the
construction and development of Resort Property Lots (except as set forth in
clause (iii) below) to exceed an amount equal to the aggregate Net Cash Proceeds
received by Monaco and any of its Subsidiaries since the Effective Date in
connection with the sale of Resort Property Lots in accordance with Section
7.02(c)(iii) and retained by Monaco and its Subsidiaries after giving effect to
any application of such Net Cash Proceeds to the outstanding principal amount of
the Term Loans to the extent required by Section 2.05(c)(iii); and

     

    (iii) the
aggregate amount of all Capital Expenditures made in connection with the
construction and development of Resort Property Lots located at 13300 Tamiami
Trail East, Naples, Florida, Monaco, to exceed for the period November 1, 2008
through January 3, 2009, $1,500,000.

     

    Notwithstanding
any provision to the contrary contained in this Section 7.02(g), any Capital
Expenditures incurred prior to the Effective Date but not yet due and payable
(whether or not invoiced) as set forth on Schedule 7.02(g) to the Disclosure
Letter, shall be excluded from the calculation of the aggregate amount of
Capital Expenditures that may be made pursuant to this Section 7.02(g) and
Monaco and its Subsidiaries shall not be prohibited from making any payment with
respect to any such Capital Expenditures.

     

    


    
      
        
           

        

        
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    (h) Restricted
Payments.  (i) Declare or pay any dividend or other
distribution, direct or indirect, on account of any Equity Interests of any Loan
Party or any of its Subsidiaries, now or hereafter outstanding, (ii) make any
repurchase, redemption, retirement, defeasance, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any Equity
Interests of any Loan Party or any direct or indirect parent of any Loan Party,
now or hereafter outstanding, (iii) make any payment to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights for the purchase
or acquisition of shares of any class of Equity Interests of any Loan Party, now
or hereafter outstanding, (iv) return any Equity Interests to any shareholders
or other equity holders of any Loan Party or any of its Subsidiaries, or make
any other distribution of property, assets, shares of Equity Interests,
warrants, rights, options, obligations or securities thereto as such or (v) pay
any management fees or any other fees or expenses (including the reimbursement
thereof by any Loan Party or any of its Subsidiaries) pursuant to any
management, consulting or other services agreement to any of the shareholders or
other equityholders of any Loan Party or any of its Subsidiaries or other
Affiliates, or to any other Subsidiaries or Affiliates of any Loan Party (each
individually and collectively, a "Restricted Payment"); provided, however, (A) any
Subsidiary of Monaco may make Restricted Payments to Monaco or a Subsidiary of
Monaco, (B) any Subsidiary of any Loan Party may make Restricted Payments to
such Loan Party, (C) Monaco may make Restricted Payments in the form of
Qualified Equity Interests, and (D) Monaco may make Restricted Payments through
the acquisition of its Equity Interests in connection with the exercise of stock
options, restricted stock units or stock appreciation rights, in each case, by
way of cashless exercise or in connection with the satisfaction of withholding
tax obligations.

     

    (i) Federal Reserve
Regulations.  Permit any Loan or the proceeds of any Loan under
this Agreement to be used for any purpose that would cause such Loan to be a
margin loan under the provisions of Regulation T, U or X of the
Board.

     

    (j) Transactions with
Affiliates.  Enter into, renew, extend or be a party to, or
permit any of its Subsidiaries to enter into, renew, extend or be a party to,
any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease, transfer or exchange of property or
assets of any kind or the rendering of services of any kind) or any Material
Contract with any Affiliate, except (i) in the ordinary course of business
in a manner and to an extent consistent with past practice and necessary or
desirable for the prudent operation of its business, for fair consideration and
on terms no less favorable to it or its Subsidiaries than would be obtainable in
a comparable arm's length transaction with a Person that is not an Affiliate
thereof, (ii) transactions between Loan Parties, (iii) transactions
permitted by Section 7.02(e), (iv) sales of
Qualified Equity Interests of Monaco to Affiliates of Monaco not otherwise
prohibited by the Loan Documents and the granting of registration and other
customary rights in connection therewith, (v) transactions between the CCP Joint
Venture and Monaco pursuant to the CCP Joint Venture Related Agreements as in
effect on the date hereof, (vi) payment of reasonable compensation to officers
and employees for services actually rendered, and loans and advances permitted
by Section 7.02(e) and (vii) payment of customary directors' fees and
indemnities.  To the extent that any such agreement or transaction
described in clause (i) is with an Affiliate that is not a Loan Party or a
Subsidiary of a Loan Party and involves aggregate annual consideration in excess
of $250,000, such agreement or transaction

     

    


    
      
        
           

        

        
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    (A) in
the case of any such agreement or transaction consummated on or prior to the
Effective Date, is set forth on Schedule 7.02(j) to the Disclosure Letter, and
(B) in the case of any such agreement or transaction consummated after the
Effective Date, shall, prior to the consummation thereof, be fully disclosed to
the Administrative Agent.

     

    (k) Limitations on Dividends and
Other Payment Restrictions Affecting Subsidiaries.  Create or
otherwise cause, incur, assume, suffer or permit to exist or become effective
any consensual encumbrance or restriction of any kind on the ability of any
Subsidiary of any Loan Party (i) to pay dividends or to make any other
distribution on any shares of Equity Interests of such Subsidiary owned by any
Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to
subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries,
(iii) to make loans or advances to any Loan Party or any of its
Subsidiaries or (iv) to transfer any of its property or assets to any Loan
Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of
the foregoing; provided, however, that nothing in any of
clauses (i) through (iv) of this Section
7.02(k) shall prohibit or restrict compliance with:

     

    (A) this
Agreement, the other Loan Documents and the Working Capital Loan
Documents;

     

    (B) any
agreements in effect on the date of this Agreement and described on
Schedule 7.02(k) to the Disclosure
Letter;

     

    (C) any
applicable law, rule or regulation (including, without limitation, applicable
currency control laws and applicable state corporate statutes restricting the
payment of dividends in certain circumstances);

     

    (D) in the
case of clause (iv) any agreement setting forth customary restrictions on the
subletting, assignment, transfer or encumbrance of any property or asset that is
a lease, license, conveyance or contract of similar property or assets;
or

     

    (E) in the
case of clause (iv) any agreement, instrument or other document evidencing a
Permitted Lien (or the Indebtedness secured thereby) from restricting on
customary terms the transfer of any property or assets subject
thereto.

     

    (l) Limitation on Issuance of
Equity Interests.  Issue or sell or enter into any agreement or
arrangement for the issuance and sale of, or permit any of its Subsidiaries to
issue or sell or enter into any agreement or arrangement for the issuance and
sale of, any shares of its Equity Interests, any securities convertible into or
exchangeable for its Equity Interests or any warrants; provided that Monaco may
issue Qualified Equity Interests so long as no Change of Control would result
therefrom.

     

    (m) Modifications of
Indebtedness, Organizational Documents and Certain Other Agreements;
Etc.

     

    (i) Amend,
modify or otherwise change (or permit the amendment, modification or other
change in any manner of) any of the provisions of any of its or its
Subsidiaries' Indebtedness (other than the Working Capital Indebtedness which
Indebtedness is subject to the provisions of Section 7.02(s)(i) and the
provisions of the Intercreditor

     

    


    
      
        
           

        

        
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    Agreement)
or of any instrument or agreement (including, without limitation, any purchase
agreement, indenture, loan agreement or security agreement) relating to any such
Indebtedness if such amendment, modification or change would shorten the final
maturity or average life to maturity of, or require any payment to be made
earlier than the date originally scheduled on, such Indebtedness, would increase
the interest rate applicable to such Indebtedness, would change the
subordination provision, if any, of such Indebtedness, or would otherwise be
adverse to the Lenders or the issuer of such Indebtedness in any
respect;

     

    (ii) except
for the Obligations and the Working Capital Indebtedness, make any voluntary or
optional payment (including, without limitation, any payment of interest in cash
that, at the option of the issuer, may be paid in cash or in kind), prepayment,
redemption, defeasance, sinking fund payment or other acquisition for value of
any of its or its Subsidiaries' Indebtedness (including, without limitation, by
way of depositing money or securities with the trustee therefor before the date
required for the purpose of paying any portion of such Indebtedness when due),
or refund, refinance, replace or exchange any other Indebtedness for any such
Indebtedness (except to the extent such Indebtedness is otherwise expressly
permitted by the definition of "Permitted Indebtedness"), make any payment,
prepayment, redemption, defeasance, sinking fund payment or repurchase of any
Subordinated Indebtedness in violation of any subordination agreement with
respect thereto, or make any payment, prepayment, redemption, defeasance,
sinking fund payment or repurchase of any outstanding Indebtedness as a result
of any asset sale, change of control, issuance and sale of debt or equity
securities or similar event, or give any notice with respect to any of the
foregoing;

     

    (iii) amend,
modify or otherwise change its name, jurisdiction of organization,
organizational identification number or FEIN, except that a Loan Party may
(A) change its name, jurisdiction of organization, organizational
identification number or FEIN in connection with a transaction permitted by Section 7.02(c) and (B) change its name upon at least
30 days' prior written notice by the Administrative Borrower to the Collateral
Agent of such change and so long as, at the time of such written notification,
such Person provides any financing statements or fixture filings necessary to
perfect and continue perfected the Collateral Agent's Liens; or

     

    (iv) amend,
modify or otherwise change any of its Governing Documents, including, without
limitation, by the filing or modification of any certificate of designation, or
any agreement or arrangement entered into by it, with respect to any of its
Equity Interests (including any shareholders' agreement), or enter into any new
agreement with respect to any of its Equity Interests, except any such
amendments, modifications or changes or any such new agreements or arrangements
pursuant to this clause (iv) that either individually or in the aggregate,
could not have an adverse effect on the Lenders or the Lenders' rights with
respect to the Collateral.

     

    (n) Investment Company Act of
1940.  Engage in any business, enter into any transaction, use
any securities or take any other action or permit any of its Subsidiaries to do
any of the foregoing, that would cause it or any of its Subsidiaries to become
subject to the registration requirements of the Investment Company Act of 1940,
as amended, by virtue of being an "investment company" or a company "controlled"
by an "investment company" not entitled to an exemption within the meaning of
such Act.

     

    


    
      
        
           

        

        
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    (o) Compromise of Accounts
Receivable.  Compromise or adjust any Account Receivable (or
extend the time of payment thereof) or grant any discounts, allowances or
credits or permit any of its Subsidiaries to do so other than, provided no
Default or Event of Default has occurred and is continuing, in the ordinary
course of its business; provided, however, in no event
shall any such discount, allowance or credit exceed the amounts and time periods
permitted under the Working Capital Credit Agreement.

     

    (p) Properties.  Permit
any property to become a fixture with respect to real property or to become an
accession with respect to other personal property with respect to which real or
personal property the Collateral Agent does not have a valid and perfected first
priority Lien or has not received a written subordination or waiver in
accordance with Section 7.01(m).

     

    (q) ERISA .  (i)
Establish, sponsor, maintain, become a party or contribute to or become
obligated to sponsor, maintain or contribute to any Multiemployer Plan or any
Employee Plan (or permit any of its ERISA Affiliates to do any of the foregoing)
or (ii) adopt or permit any ERISA Affiliate to adopt any employee welfare
benefit plan within the meaning of Section 3(1) of ERISA which provides benefits
to employees after termination of employment other than as required by Section
601 of ERISA or applicable law.

     

    (r) Environmental.  Permit
the use, handling, generation, storage, treatment, Release or disposal of
Hazardous Materials at any property owned or leased by it or any of its
Subsidiaries, except in compliance in all material respects with Environmental
Laws.

     

    (s) Amendments to Certain
Agreements.

     

    (i) Agree to
any amendment, modification, supplement, assignment or other change to any
Working Capital Loan Document other than in accordance with the terms of the
Intercreditor Agreement and clause (f) of the definition of Permitted
Indebtedness contained in this Agreement; and

     

    (ii) Agree to
any material amendment or other material change to or material waiver of any of
its rights under any Material Contract (other than any of the Material Contracts
set forth in clauses (i) above).

     

    (t) Excess Cash.  Accumulate or
maintain cash in bank accounts (in excess of checks outstanding against such
accounts and amounts necessary to meet minimum balance requirements), cash
equivalents and Permitted Investments in an aggregate amount in excess of
$100,000 (excluding the amounts deposited into the Cash Management Accounts or
in accounts for current payroll, tax deposit accounts, benefit accounts, in each
case to the extent permitted under this Agreement) at any time.

     

    (u) Sales and Lease
Backs. Directly or indirectly,
become or remain liable, or permit its Subsidiaries to become or remain liable,
as lessee or as a guarantor or other surety with respect to any lease of any
property (whether real, personal or mixed), whether now owned or hereafter
acquired, which any Loan Party (i) has sold or transferred or is to sell or to
transfer
to any other Person or (ii) intends to use for substantially the same purpose as
any other property which has been or is to be sold or transferred by any Loan
Party to any Person in connection with such lease.

     

    


    
      
        
           

        

        
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    (v) Limitations on Negative
Pledges.  Enter into, incur or permit to exist, or permit any
Subsidiary to enter into, incur or permit to exist, directly or indirectly, any
agreement, instrument, deed, lease or other arrangement that prohibits,
restricts or imposes any condition upon the ability of any Loan Party or any
Subsidiary of any Loan Party to create, incur or permit to exist any Lien upon
any of its property or revenues, whether now owned or hereafter acquired, or
that requires the grant of any security for an obligation if security is granted
for another obligation, except the following:  (i) this Agreement, the
other Loan Documents and the Working Capital Loan Documents, (ii) restrictions
or conditions imposed by any agreement relating to secured Indebtedness
permitted by Section 7.02(a) of this Agreement if such restrictions or
conditions apply only to the property or assets securing such Indebtedness,
(iii) any customary restrictions and conditions contained in agreements relating
to the sale or other disposition of assets or of a Subsidiary pending such sale
or other disposition; provided that such restrictions and conditions apply only
to the assets or Subsidiary to be sold or disposed of and such sale or
disposition is permitted hereunder, and (iv) customary provisions in leases
restricting the assignment, sublet or encumbrance thereof.

     

    (w) Anti-Terrorism
Laws.  Nor shall any Loan Party or any of their Affiliates or
agents:

     

    (i) conduct
any business or engage in any transaction or dealing with any Person prohibited
pursuant to the OFAC Sanctions Programs, including the making or receiving any
contribution of funds, goods or services to or for the benefit of any Person
prohibited pursuant to the OFAC Sanctions Programs,

     

    (ii) deal in,
or otherwise engage in any transaction relating to, any property or interests in
property blocked pursuant to the OFAC Sanctions Programs, or

     

    (iii) engage in
or conspire to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in the OFAC Sanctions Programs, the USA PATRIOT Act or any other
Anti-Terrorism Law.

     

    (iv) The Loan
Parties shall deliver to the Lenders any certification or other evidence
requested from time to time by any Lender in its sole discretion, confirming the
Loan Parties' compliance with this Section
7.02(w).

     

    (x) Guarantees and Risk Pool
Guarantees.  At any time after the Effective Date, directly or
indirectly, become liable, or permit its Subsidiaries to become liable or enter
into guarantees or risk pool guarantees in favor of financial institutions
providing floor financing to any of the Loan Parties' dealers.

     

    Section 7.03 Financial
Covenants.  So long as any principal of or interest on any Loan
or any other Obligation (whether or not due) shall remain unpaid or any Lender
shall have any
Commitment hereunder, each Loan Party shall not, unless the Required Lenders
shall otherwise consent in writing:  

     

    


    
      
        
           

        

        
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    (a) Leverage Ratio .  Permit
the Leverage Ratio of Monaco and its Subsidiaries for each period of twelve (12)
consecutive fiscal months for which the last month is the fiscal month set forth
below to be greater than the applicable ratio set forth below:

     

    
      	
              Fiscal
    Month

            	
              Leverage
      Ratio

            
	
              September,
      2009

            	
              2.70
      to 1.00

            
	
              October,
      2009

            	
              1.90
      to 1.00

            
	
              November,
      2009

            	
              1.90
      to 1.00

            
	
              December,
      2009

            	
              1.80
      to 1.00

            
	
              January,
      2010

            	
              1.50
      to 1.00

            
	
              February,
      2010

            	
              1.50
      to 1.00

            
	
              March,
      2010

            	
              1.50
      to 1.00

            
	
              April,
      2010

            	
              1.50
      to 1.00

            
	
              May,
      2010

            	
              1.50
      to 1.00

            
	
              June,
      2010

            	
              1.50
      to 1.00

            
	
              July,
      2010

            	
              1.50
      to 1.00

            
	
              August,
      2010

            	
              1.50
      to 1.00

            
	
              September,
      2010

            	
              1.50
      to 1.00

            
	
              October,
      2010

            	
              1.50
      to 1.00

            
	
              November,
      2010

            	
              1.50
      to 1.00

            
	
              December,
      2010

            	
              1.50
      to 1.00

            
	
              January,
      2011

            	
              1.50
      to 1.00

            
	
              February,
      2011

            	
              1.50
      to 1.00

            
	
              March,
      2011

            	
              1.50
      to 1.00

            
	
              April,
      2011

            	
              1.50
      to 1.00

            
	
              May,
      2011

            	
              1.50
      to 1.00

            
	
              June,
      2011

            	
              1.50
      to 1.00

            
	
              July,
      2011

            	
              1.50
      to 1.00

            
	
              August,
      2011

            	
              1.50
      to 1.00

            
	
              September,
      2011

            	
              1.50
      to 1.00

            
	
              October,
      2011

            	
              1.50
      to 1.00

            
	
              November,
      2011

            	
              1.50
      to 1.00

            
	
              December,
      2011

            	
              1.50
      to 1.00

            
	
              January,
      2012

            	
              1.50
      to 1.00

            
	
              February,
      2012

            	
              1.50
      to 1.00

            
	
              March,
      2012

            	
              1.50
      to 1.00

            
	
              April,
      2012

            	
              1.50
      to 1.00

            
	
              May,
      2012

            	
              1.50
      to 1.00

            


    

     

    
 

    
      
         

      

      
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    (b) Fixed Charge Coverage
Ratio.  Permit the Fixed Charge Coverage Ratio of Monaco and
its Subsidiaries for each period of twelve (12) consecutive fiscal months for
which the last month is the fiscal month set forth below to be less than the
amount set forth opposite such date:

     

    
      	
              Fiscal
    Month

            	
              Fixed Charge Coverage
      Ratio

            
	
              September,
      2009

            	
              0.75
      to 1.00

            
	
              October,
      2009

            	
              1.00
      to 1.00

            
	
              November,
      2009

            	
              1.15
      to 1.00

            
	
              December,
      2009

            	
              1.25
      to 1.00

            
	
              January,
      2010

            	
              1.25
      to 1.00

            
	
              February,
      2010

            	
              1.25
      to 1.00

            
	
              March,
      2010

            	
              1.25
      to 1.00

            
	
              April,
      2010

            	
              1.25
      to 1.00

            
	
              May,
      2010

            	
              1.25
      to 1.00

            
	
              June,
      2010

            	
              1.25
      to 1.00

            
	
              July,
      2010

            	
              1.25
      to 1.00

            
	
              August,
      2010

            	
              1.25
      to 1.00

            
	
              September,
      2010

            	
              1.25
      to 1.00

            
	
              October,
      2010

            	
              1.25
      to 1.00

            
	
              November,
      2010

            	
              1.25
      to 1.00

            
	
              December,
      2010

            	
              1.25
      to 1.00

            
	
              January,
      2011

            	
              1.25
      to 1.00

            
	
              February,
      2011

            	
              1.25
      to 1.00

            
	
              March,
      2011

            	
              1.25
      to 1.00

            
	
              April,
      2011

            	
              1.25
      to 1.00

            
	
              May,
      2011

            	
              1.25
      to 1.00

            
	
              June,
      2011

            	
              1.25
      to 1.00

            
	
              July,
      2011

            	
              1.25
      to 1.00

            
	
              August,
      2011

            	
              1.25
      to 1.00

            
	
              September,
      2011

            	
              1.25
      to 1.00

            
	
              October,
      2011

            	
              1.25
      to 1.00

            
	
              November,
      2011

            	
              1.25
      to 1.00

            
	
              December,
      2011

            	
              1.25
      to 1.00

            
	
              January,
      2012

            	
              1.35
      to 1.00

            
	
              February,
      2012

            	
              1.35
      to 1.00

            
	
              March,
      2012

            	
              1.35
      to 1.00

            
	
              April,
      2012

            	
              1.35
      to 1.00

            
	
              May,
      2012

            	
              1.35
      to 1.00

            


    

     

    
 

    
      
         

      

      
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    (c) Consolidated
EBITDA.  Permit Consolidated EBITDA of Monaco and its
Subsidiaries for each period of twelve (12) consecutive fiscal months for which
the last month is the fiscal month set forth below to be less than the
applicable amount set forth below:

     

    
      	
              Fiscal
    Month

            	
              Consolidated
      EBITDA

            
	
              November,
      2008

            	
              $(41,500,000)

            
	
              December,
      2008

            	
              $(46,500,000)

            
	
              January,
      2009

            	
              $(41,600,000)

            
	
              February,
      2009

            	
              $(37,600,000)

            
	
              March,
      2009

            	
              $(30,800,000)

            
	
              April,
      2009

            	
              $(27,500,000)

            
	
              May,
      2009

            	
              $(20,600,000)

            
	
              June,
      2009

            	
              $(11,900,000)

            
	
              July,
      2009

            	
              $(6,400,000)

            
	
              August,
      2009

            	
              $2,500,000

            
	
              September,
      2009

            	
              $15,800,000

            
	
              October,
      2009

            	
              $21,500,000

            
	
              November,
      2009

            	
              $25,000,000

            
	
              December,
      2009

            	
              $29,900,000

            
	
              January,
      2010

            	
              $28,900,000

            
	
              February,
      2010

            	
              $29,900,000

            
	
              March,
      2010

            	
              $33,500,000

            
	
              April,
      2010

            	
              $33,000,000

            
	
              May,
      2010

            	
              $34,200,000

            
	
              June,
      2010

            	
              $36,300,000

            
	
              July,
      2010

            	
              $35,700,000

            
	
              August,
      2010

            	
              $36,700,000

            
	
              September,
      2010

            	
              $40,600,000

            
	
              October,
      2010

            	
              $39,400,000

            
	
              November,
      2010

            	
              $40,600,000

            
	
              December,
      2010

            	
              $43,500,000

            
	
              January,
      2011

            	
              $43,200,000

            
	
              February,
      2011

            	
              $43,500,000

            
	
              March,
      2011

            	
              $44,400,000

            
	
              April,
      2011

            	
              $44,200,000

            
	
              May,
      2011

            	
              $44,500,000

            
	
              June,
      2011

            	
              $45,600,000

            
	
              July,
      2011

            	
              $45,500,000

            
	
              August,
      2011

            	
              $45,800,000

            
	
              September,
      2011

            	
              $46,800,000

            
	
              October,
      2011

            	
              $46,500,000

            
	
              November,
      2011

            	
              $46,800,000

            
	
              December,
      2011

            	
              $47,600,000

            
	
              January,
      2012

            	
              $47,300,000

            
	
              February,
      2012

            	
              $47,600,000

            
	
              March,
      2012

            	
              $48,700,000

            
	
              April,
      2012

            	
              $48,600,000

            
	
              May,
      2012

            	
              $48,800,000

            


    

     

    
 

    
      
         

      

      
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    (d) Minimum
Availability.  Fail to have Availability and Qualified Cash of
at least $10,000,000 as of the date of delivery to the Working Capital Agent of
the last borrowing base certificate (in accordance with the terms of the Working
Capital Credit Agreement) delivered in each fiscal month.

     

    ARTICLE VIII

     

    


     

    MANAGEMENT,
COLLECTION AND STATUS OF

     

    ACCOUNTS
RECEIVABLE AND OTHER COLLATERAL

     

    Section
8.01 Collection of Accounts
Receivable; Management of Collateral.  (a)  The Loan
Parties shall establish and maintain cash management services of a type and on
terms reasonably satisfactory to the Agents at one or more of the banks set
forth on Schedule 8.01 to the Disclosure Letter, each a "Cash Management
Bank", and shall take such reasonable steps to enforce, collect and
receive all amounts owing on the Accounts Receivable of the Loan Parties or any
of their Subsidiaries.  The Cash Management Accounts shall be cash
collateral accounts, with all cash, checks and similar items of payment in such
accounts securing payment of the Obligations, and in which the Loan Parties are
hereby deemed to have granted a Lien to the Collateral Agent for the benefit of
the Agents and the Lenders.  All checks, drafts, notes, money orders,
acceptances, cash and other evidences of Indebtedness received directly by any
Loan Party from any of its Account Debtors, as Proceeds from Accounts Receivable
of such Loan Party or as Proceeds of any other Collateral shall be held by such
Loan Party in trust for the Agents and the Lenders and the Working Capital
Agent.  No Loan Party shall commingle such collections with the
Proceeds of any assets not included in the Collateral.  No checks,
drafts or other instrument received by the Administrative Agent shall constitute
final payment to the Administrative Agent unless and until such instruments have
actually been collected.

     

    (b) The Loan
Parties shall comply with the cash management provisions of the Working Capital
Credit Agreement and, to the extent required by the Working Capital Credit
Agreement, shall enter into Cash Management Agreements with the Working Capital
Agent and the Collateral Agent.

      
        
           

        

        
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      (c) After the
occurrence and during the continuance of an Event of Default, the Working
Capital Agent or the Collateral Agent, in accordance with the Cash
Management Agreements and subject to the terms of the Intercreditor
Agreement, may send a notice of assignment and/or notice of the Lenders'
security interest to any and all Account Debtors or third parties holding or
otherwise concerned with any of the Collateral, and thereafter the Working
Capital Agent or the Collateral Agent or its designee, in accordance with the
Cash Management Agreements and subject to the terms of the Intercreditor
Agreement, shall have the sole right to collect the Accounts Receivable and/or
take possession of the Collateral and the books and records relating
thereto.  The Loan Parties shall not, without prior written consent of
the Working Capital Agent or the Collateral Agent, as the case may be, grant any
extension of time of payment of any Account Receivable, compromise or settle any
Account Receivable for less than the full amount thereof, release, in whole or
in part, any Person or property liable for the payment thereof, or allow any
credit or discount whatsoever thereon, except, in the absence of a continuing
Event of Default, as permitted by Section 7.02(o).

    

     

    (d) Each Loan
Party hereby appoints each Agent or its designee on behalf of such Agent as the
Loan Parties' attorney-in-fact with power exercisable during the continuance of
an Event of Default to endorse any Loan Party's name upon any notes,
acceptances, checks, drafts, money orders or other evidences of payment relating
to the Accounts Receivable, to sign any Loan Party's name on any invoice or bill
of lading relating to any of the Accounts Receivable, drafts against Account
Debtors with respect to Accounts Receivable, assignments and verifications of
Accounts Receivable and notices to Account Debtors with respect to Accounts
Receivable, to send verification of Accounts Receivable, and to notify the
Postal Service authorities to change the address for delivery of mail addressed
to any Loan Party to such address as such Agent or its designee may designate
and to do all other acts and things necessary to carry out this Agreement, in
each case, subject to the terms of the Intercreditor Agreement.  All
acts of said attorney or designee lawfully taken are hereby ratified and
approved, and said attorney or designee shall not be liable for any acts of
omission or commission (other than acts of omission or commission constituting
gross negligence or willful misconduct as determined by a final judgment of a
court of competent jurisdiction), or for any error of judgment or mistake of
fact or law; this power being coupled with an interest is irrevocable until all
of the Loans and other Obligations under the Loan Documents are paid in full and
all of the Loan Documents are terminated.

     

    (e) Nothing
herein contained shall be construed to constitute any Agent as agent of any Loan
Party for any purpose whatsoever, and the Agents shall not be responsible or
liable for any shortage, discrepancy, damage, loss or destruction of any part of
the Collateral wherever the same may be located and regardless of the cause
thereof (other than from acts of omission or commission constituting gross
negligence or willful misconduct as determined by a final judgment of a court of
competent jurisdiction).  The Agents shall not, under any circumstance
or in any event whatsoever, have any liability for any error or omission or
delay of any kind occurring in the settlement, collection or payment of any of
the Accounts Receivable or any instrument received in payment thereof or for any
damage resulting therefrom (other than acts of omission or commission
constituting gross negligence or willful misconduct as determined by a final
judgment of a court of competent jurisdiction).  The Agents, by
anything herein or in any assignment or otherwise, do not assume any of the
obligations under any contract or agreement assigned to any Agent and shall not
be responsible in any way for the performance by any Loan Party of any of the
terms and conditions thereof.

     

    


    
      
        
           

        

        
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    (f) If any
Account Receivable includes a charge for any tax payable to any Governmental
Authority, each Agent is hereby authorized (but in no event obligated) in its
discretion to pay the amount thereof to the proper taxing authority for the Loan
Parties' account and to charge the Loan Parties therefor.  The Loan
Parties shall notify the Agents if any Account Receivable includes any taxes due
to any such Governmental Authority and, in the absence of such notice, the
Agents shall have the right to retain the full Proceeds of such Account
Receivable and shall not be liable for any taxes that may be due by reason of
the sale and delivery creating such Account Receivable.

     

    (g) Notwithstanding
any other terms set forth in the Loan Documents, the rights and remedies of the
Agents and the Lenders herein provided, and the obligations of the Loan Parties
set forth herein, are cumulative of, may be exercised singly or concurrently
with, and are not exclusive of, any other rights, remedies or obligations set
forth in any other Loan Document or as provided by law.

     

    Section
8.02 Accounts Receivable
Documentation.  Subject to the terms of the Intercreditor
Agreement, the Loan Parties will at such intervals as the Agents may require,
execute and deliver, during the occurrence and continuance of an Event of
Default confirmatory written assignments of the Accounts Receivable to the
Agents and furnish such further schedules and/or information as any such Agent
may require relating to the Accounts Receivable, including, without limitation,
sales invoices or the equivalent, credit memos issued, remittance advices,
reports and copies of deposit slips and copies of original shipping or delivery
receipts for all merchandise sold.  In addition, the Loan Parties
shall notify the Agents of any non-compliance in respect of the representations,
warranties and covenants contained in Section
8.03.  The items to be provided under this Section 8.02 are to be in form reasonably satisfactory
to the Agents and are to be executed and delivered to the Agents from time to
time solely for their convenience in maintaining records of the
Collateral.  The Loan Parties' failure to give any of such items to
the Agents shall not affect, terminate, modify or otherwise limit the Collateral
Agent's Lien on the Collateral.  The Loan Parties shall not re-date
any invoice or sale or make sales on extended dating beyond that customary in
the Loan Parties' industry, and shall not re-bill any Accounts Receivable
without promptly disclosing the same to the Agents and providing the Agents with
a copy of such re-billing, identifying the same as such.  If the Loan
Parties become aware of anything materially detrimental to any of the Loan
Parties' customers' credit, the Loan Parties will promptly advise the Agents
thereof.

     

    Section
8.03 Status
of Accounts Receivable and Other Collateral.  With respect
to Collateral of any Loan Party at the time the Collateral becomes subject to
the Collateral Agent's Lien, each Loan Party covenants, represents and
warrants:  (a) such Loan Party shall be the sole owner, free and clear
of all Liens (except for the Liens granted in the favor of the Collateral Agent
for the benefit of the Lenders and Permitted Liens), and except to the extent
that any such restrictions are expressly permitted to exist pursuant to Section 7.02(k) shall be fully authorized to sell,
transfer, pledge and/or grant a security interest in each and every item of said
Collateral; (b) such Loan Party shall maintain books and records pertaining to
said Collateral in such detail, form and scope as the Agents shall reasonably
require; (c) such Loan Party will, immediately upon learning thereof, report to
the Agents any material loss or destruction of, or substantial
damage to, any of the Collateral, and any other matters affecting the value,
enforceability or collectibility of any of the Collateral; and (d) such Loan
Party is not and shall not be entitled to pledge any Agent's or any Lender's
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    Section
8.04 Collateral Custodian.  Subject to the
terms of the Intercreditor Agreement, upon the occurrence and during the
continuance of any Default or Event of Default, the Collateral Agent or its
designee may at any time and from time to time employ and maintain on the
premises of any Loan Party a custodian selected by the Collateral Agent or its
designee who shall have full authority to do all acts necessary to protect the
Agents' and the Lenders' interests.  Subject to the terms of the
Intercreditor Agreement, each Loan Party hereby agrees to, and to cause its
Subsidiaries to, cooperate with any such custodian and to do whatever the
Collateral Agent or its designee may reasonably request to preserve the
Collateral.  All costs and expenses incurred by the Collateral Agent
or its designee by reason of the employment of the custodian shall be the
responsibility of the Borrowers and charged to the Loan Account.

     

    ARTICLE IX

     

    


     

    EVENTS
OF DEFAULT

     

    Section
9.01 Events
of Default.  If any of the following Events of Default
shall occur and be continuing:

     

    (a) any
Borrower shall fail to pay any principal of or interest on any Loan, or any
Collateral Agent Advance when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise);

     

    (b) any
representation or warranty made or deemed made by or on behalf of any Loan Party
or by any officer of the foregoing under or in connection with any Loan Document
or under or in connection with any report, certificate or other document
delivered to any Agent or any Lender pursuant to any Loan Document, which
representation or warranty is subject to a materiality or a Material Adverse
Effect qualification, shall have been incorrect in any respect when made or
deemed made; or any representation or warranty made or deemed made by or on
behalf of any Loan Party or by any officer of the foregoing under or in
connection with any Loan Document or under or in connection with any report,
certificate or other document delivered to any Agent, any Lender or the
L/C Issuer pursuant to any Loan Document, which representation or warranty
is not subject to a materiality or a Material Adverse Effect qualification,
shall have been incorrect in any material respect when made or deemed
made;

     

    (c) any Loan
Party shall fail to perform or comply with any covenant or agreement contained
in clauses (a), (b), (d), (e), (f), (h), (i), (l), (n), (o), (p), (q) and (r) of
Section 7.01 or Section 7.02 or ARTICLE VIII, or any
Loan Party shall fail to perform or comply with any covenant or agreement
contained in any Security Agreement to which it is a party or any Mortgage to
which it is a party;

     

    (d) any Loan
Party shall fail to perform or comply with any other term, covenant or agreement
contained in any Loan Document to be performed or observed by it and,
except as set forth in subsections (a), (b) and (c) of this Section 9.01, such failure, if capable of being
remedied, shall remain unremedied for 15 days after the earlier of the date a
senior officer of any Loan Party becomes aware of such failure and the date
written notice of such default shall have been given by any Agent to such Loan
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    (e) any Loan
Party shall fail to pay any principal of or interest or premium on any of its
Indebtedness (excluding Indebtedness evidenced by this Agreement) in excess of
$500,000, when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise) and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument
relating to such Indebtedness, or any other default under any agreement or
instrument relating to any such Indebtedness, or any other event, shall occur
and shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such default or event is to
accelerate, or to permit the acceleration of, the maturity of such Indebtedness;
or any such Indebtedness shall be declared to be due and payable, or required to
be prepaid (other than by a regularly scheduled required prepayment), redeemed,
purchased or defeased or an offer to prepay, redeem, purchase or defease such
Indebtedness shall be required to be made, in each case, prior to the stated
maturity thereof;

     

    (f) any Loan
Party (i) shall institute any proceeding or voluntary case seeking to adjudicate
it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief or composition of it
or its debts under any law relating to bankruptcy, insolvency, reorganization or
relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, custodian or other similar official for any
such Person or for any substantial part of its property, (ii) shall be generally
not paying its debts as such debts become due or shall admit in writing its
inability to pay its debts generally, (iii) shall make a general assignment for
the benefit of creditors, or (iv) shall take any action to authorize or effect
any of the actions set forth above in this subsection (f);

     

    (g) any
proceeding shall be instituted against any Loan Party seeking to adjudicate it a
bankrupt or insolvent, or seeking dissolution, liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for any such Person or for any
substantial part of its property, and either such proceeding shall remain
undismissed or unstayed for a period of 30 days or any of the actions sought in
such proceeding (including, without limitation, the entry of an order for relief
against any such Person or the appointment of a receiver, trustee, custodian or
other similar official for it or for any substantial part of its property) shall
occur;

     

    (h) any
provision of any Loan Document shall at any time for any reason (other than
pursuant to the express terms thereof) cease to be valid and binding on or
enforceable against any Loan Party intended to be a party thereto, or the
validity or enforceability thereof shall be contested by any party thereto, or a
proceeding shall be commenced by any Loan Party or any Governmental Authority
having jurisdiction over any of them, seeking to establish the invalidity or
unenforceability thereof, or any Loan Party shall deny in writing that it has
any liability or obligation purported to be created under any Loan
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    (i) any
Security Agreement, any Mortgage or any other security document, after delivery
thereof pursuant hereto, shall for any reason fail or cease to create a valid
and perfected and, except to the extent permitted by the terms hereof or
thereof, first priority Lien in favor of the Collateral Agent for the benefit of
the Agents and the Lenders on any Collateral purported to be covered
thereby;

     

    (j) any Cash
Management Bank at which any Cash Management Account of any Loan Party is
maintained shall fail to comply with any of the terms of any Cash Management
Agreement to which such Cash Management Bank is a party or any securities
intermediary, commodity intermediary or other financial institution at any time
in custody, control or possession of any investment property of any Loan Party
shall fail to comply with any of the terms of any investment property control
agreement to which such Person is a party;

     

    (k) (i) one
or more judgments, orders, or awards (or any settlement of any claim that, if
breached, could result in a judgment, order, or award) for the payment of money
exceeding $500,000 in the aggregate (the "Maximum Judgment
Amount") shall be rendered against a Loan Party or any of its
Subsidiaries and remain unsatisfied and either (A) enforcement proceedings have
been commenced upon such judgment, order, or award, or (B) there shall be a
period of 10 consecutive days at any time after the entry of any such judgment,
order, or award during which a stay of enforcement thereof shall not be in
effect, or (ii) a Loan Party or any of its Subsidiaries shall agree to the
settlement of any one or more pending or threatened claims, actions, suits, or
proceedings and the amount of such settlements, individually or in the
aggregate, requires that a Loan Party or any of its Subsidiaries pay an amount
exceeding the Maximum Judgment Amount; provided, however, that any such
judgment, order, award, or settlement shall not give rise to an Event of Default
under this subsection if and for so long as (1) the amount of such judgment,
order, award, or settlement in excess of the Maximum Judgment Amount is covered
by a valid and binding policy of insurance between a Loan Party or any of its
Subsidiaries and an insurer covering full payment thereof, (2) such insurer has
been notified, and has not disputed the claim made for payment, of the amount of
such judgment, order, award, or settlement, and (3) enforcement proceedings have
not been commenced upon such judgment, order, award, or settlement;

     

    (l) any Loan
Party is enjoined, restrained or in any way prevented by the order of any court
or any Governmental Authority from conducting all or any material part of its
business for more than fifteen (15) days;

     

    (m) any
material damage to, or loss, theft or destruction of, any Collateral, whether or
not insured, or any strike, lockout, labor dispute, embargo, condemnation, act
of God or public enemy, or other casualty which causes, for more than fifteen
(15) consecutive days, the cessation or substantial curtailment of revenue
producing activities at any facility of any Loan Party, if any such event or
circumstance could reasonably be expected to have a Material Adverse
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    (n) any
cessation of a substantial part of the business of any Loan Party for a period
which materially and adversely affects the ability of such Person to continue
its business on a profitable basis;

     

    (o) the loss,
suspension or revocation of, or failure to renew, any license or permit now held
or hereafter acquired by any Loan Party, if such loss, suspension, revocation or
failure to renew could reasonably be expected to have a Material Adverse
Effect;

     

    (p) the
indictment of any Loan Party under any criminal statute, or commencement of
criminal or civil proceedings against any Loan Party, pursuant to which statute
or proceedings the penalties or remedies sought or available include forfeiture
to any Governmental Authority of any material portion of the property of such
Person;

     

    (q) any Loan
Party or any of its ERISA Affiliates sponsors, maintains, contributes to or is,
or becomes, obligated to contribute to any Multiemployer Plan or any Employee
Plan;

     

    (r) any Loan
Party shall be liable for any Environmental Liabilities and Costs the payment of
which could reasonably be expected to have a Material Adverse
Effect;

     

    (s) a Change
of Control shall have occurred;

     

    (t) the
failure by the Working Capital Agent to at any time maintain the Availability
Reserve;

     

    (u) an event
or development occurs which any Agent or the Required Lenders believe could
reasonably be expected to have a Material Adverse Effect; then, and
in any such event, the Collateral Agent may, and shall at the request of the
Required Lenders, by notice to the Administrative Borrower, (i) terminate or
reduce all Commitments, whereupon all Commitments shall immediately be so
terminated or reduced, (ii) declare all or any portion of the Loans then
outstanding to be due and payable, whereupon all or such portion of the
aggregate principal of all Loans, all accrued and unpaid interest thereon, all
fees and all other amounts payable under this Agreement and the other Loan
Documents shall become due and payable immediately, together with the payment of
the Applicable Prepayment Premium, if any, with respect to the Commitments so
terminated and the Loans so repaid, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by each
Loan Party and (iii) exercise any and all of its other rights and remedies
under applicable law, hereunder and under the other Loan Documents; provided, however, that upon
the occurrence of any Event of Default described in subsection (f) or (g) of this Section 9.01 with respect to any Loan Party, without
any notice to any Loan Party or any other Person or any act by any Agent or any
Lender, all Commitments shall automatically terminate and all Loans then
outstanding, together with all accrued and unpaid interest thereon, all fees and
all other amounts due under this Agreement and the other Loan Documents shall
become due and payable automatically and immediately, without presentment,
demand, protest or notice of any kind, all of which are expressly waived by each
Loan Party.

     

    


    
      
        
           

        

        
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    ARTICLE X

     

    


     

    AGENTS

     

    Section
10.01 Appointment.  Each Lender (and each
subsequent maker of any Loan by its making thereof) hereby irrevocably appoints
and authorizes the Administrative Agent and the Collateral Agent to perform the
duties of each such Agent as set forth in this Agreement
including:  (i) to receive on behalf of each Lender any payment
of principal of or interest on the Loans outstanding hereunder and all other
amounts accrued hereunder for the account of the Lenders and paid to such Agent,
and, subject to Section 2.02 of this Agreement, to
distribute promptly to each Lender its Pro Rata Share of all payments so
received; (ii) to distribute to each Lender copies of all material notices
and agreements received by such Agent and not required to be delivered to each
Lender pursuant to the terms of this Agreement, provided that the Agents shall
not have any liability to the Lenders for any Agent's inadvertent failure to
distribute any such notices or agreements to the Lenders; (iii) to
maintain, in accordance with its customary business practices, ledgers and
records reflecting the status of the Obligations, the Loans, and related matters
and to maintain, in accordance with its customary business practices, ledgers
and records reflecting the status of the Collateral and related matters;
(iv) to execute or file any and all financing or similar statements or
notices, amendments, renewals, supplements, documents, instruments, proofs of
claim, notices and other written agreements with respect to this Agreement or
any other Loan Document; (v) to make the Loans and Collateral Agent
Advances, for such Agent or on behalf of the applicable Lenders as provided in
this Agreement or any other Loan Document; (vi) to perform, exercise, and
enforce any and all other rights and remedies of the Lenders with respect to the
Loan Parties, the Obligations, or otherwise related to any of same to the extent
reasonably incidental to the exercise by such Agent of the rights and remedies
specifically authorized to be exercised by such Agent by the terms of this
Agreement or any other Loan Document; (vii)  to incur and pay such fees
necessary or appropriate for the performance and fulfillment of its functions
and powers pursuant to this Agreement or any other Loan Document; and
(viii) subject to Section 10.03 of this
Agreement, to take such action as such Agent deems appropriate on its behalf to
administer the Loans and the Loan Documents and to exercise such other powers
delegated to such Agent by the terms hereof or the other Loan Documents
(including, without limitation, the power to give or to refuse to give notices,
waivers, consents, approvals and instructions and the power to make or to refuse
to make determinations and calculations) together with such powers as are
reasonably incidental thereto to carry out the purposes hereof and
thereof.  As to any matters not expressly provided for by this
Agreement and the other Loan Documents (including, without limitation,
enforcement or collection of the Loans), the Agents shall not be required to
exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Required Lenders, and such
instructions of the Required Lenders shall be binding upon all Lenders and all
makers of Loans.

     

    Section
10.02 Nature
of Duties.  The Agents shall have no duties or
responsibilities except those expressly set forth in this Agreement or in the
other Loan Documents.  The duties of the Agents shall be mechanical
and administrative in nature.  The

     

    


    
      
        
           

        

        
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    Agents
shall not have by reason of this Agreement or any other Loan Document a
fiduciary relationship in respect of any Lender.  Nothing in this
Agreement or any other Loan Document, express or implied, is intended to or
shall be construed to impose upon the Agents any obligations in respect of this
Agreement or any other Loan Document except as expressly set forth herein or
therein.  Each Lender shall make its own independent investigation of
the financial condition and affairs of the Loan Parties in connection with the
making and the continuance of the Loans hereunder and shall make its own
appraisal of the creditworthiness of the Loan Parties and the value of the
Collateral, and the Agents shall have no duty or responsibility, either
initially or on a continuing basis, to provide any Lender with any credit or
other information with respect thereto, whether coming into their possession
before the initial Loan hereunder or at any time or times thereafter, provided
that, upon the reasonable request of a Lender, each Agent shall provide to such
Lender any documents or reports delivered to such Agent by the Loan Parties
pursuant to the terms of this Agreement or any other Loan
Document.  If any Agent seeks the consent or approval of the Required
Lenders to the taking or refraining from taking any action hereunder, such Agent
shall send notice thereof to each Lender.  Each Agent shall promptly
notify each Lender any time that the Required Lenders have instructed such Agent
to act or refrain from acting pursuant hereto.

     

    Section
10.03 Rights, Exculpation,
Etc.  The
Agents and their directors, officers, agents or employees shall not be liable
for any action taken or omitted to be taken by them under or in connection with
this Agreement or the other Loan Documents, except for their own gross
negligence or willful misconduct as determined by a final judgment of a court of
competent jurisdiction.  Without limiting the generality of the
foregoing, the Agents (i) may treat the payee of any Loan as the owner
thereof until the Collateral Agent receives written notice of the assignment or
transfer thereof, pursuant to Section 12.07 hereof,
signed by such payee and in form satisfactory to the Collateral Agent;
(ii) may consult with legal counsel (including, without limitation, counsel
to any Agent or counsel to the Loan Parties), independent public accountants,
and other experts selected by any of them and shall not be liable for any action
taken or omitted to be taken in good faith by any of them in accordance with the
advice of such counsel or experts; (iii) make no warranty or representation
to any Lender and shall not be responsible to any Lender for any statements,
certificates, warranties or representations made in or in connection with this
Agreement or the other Loan Documents; (iv) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement or the other Loan Documents on the
part of any Person, the existence or possible existence of any Default or Event
of Default, or to inspect the Collateral or other property (including, without
limitation, the books and records) of any Person; (v) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or the other
Loan Documents or any other instrument or document furnished pursuant hereto or
thereto; and (vi) shall not be deemed to have made any representation or
warranty regarding the existence, value or collectibility of the Collateral, the
existence, priority or perfection of the Collateral Agent's Lien thereon, or any
certificate prepared by any Loan Party in connection therewith, nor shall the
Agents be responsible or liable to the Lenders for any failure to monitor or
maintain any portion of the Collateral.  The Agents shall not be
liable for any apportionment or distribution of payments made in good faith
pursuant to Section 4.04, and if any such
apportionment or distribution is subsequently determined to have been made in
error the sole recourse of any Lender to whom payment was due but not made,
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    the
amount which they are determined to be entitled.  The Agents may at
any time request instructions from the Lenders with respect to any actions or
approvals which by the terms of this Agreement or of any of the other Loan
Documents the Agents are permitted or required to take or to grant, and if such
instructions are promptly requested, the Agents shall be absolutely entitled to
refrain from taking any action or to withhold any approval under any of the Loan
Documents until they shall have received such instructions from the Required
Lenders.  Without limiting the foregoing, no Lender shall have any
right of action whatsoever against any Agent as a result of such Agent acting or
refraining from acting under this Agreement or any of the other Loan Documents
in accordance with the instructions of the Required Lenders.

     

    Section
10.04 Reliance.  Each Agent shall be entitled
to rely upon any written notices, statements, certificates, orders or other
documents or any telephone message believed by it in good faith to be genuine
and correct and to have been signed, sent or made by the proper Person, and with
respect to all matters pertaining to this Agreement or any of the other Loan
Documents and its duties hereunder or thereunder, upon advice of counsel
selected by it.

     

    Section
10.05 Indemnification.  To the extent that any
Agent is not reimbursed and indemnified by any Loan Party, the Lenders will
reimburse and indemnify such Agent from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses, advances or disbursements of any kind or nature whatsoever which may
be imposed on, incurred by, or asserted against such Agent in any way relating
to or arising out of this Agreement or any of the other Loan Documents or any
action taken or omitted by such Agent under this Agreement or any of the other
Loan Documents, in proportion to each Lender's Pro Rata Share, including,
without limitation, advances and disbursements made pursuant to Section 10.08; provided, however, that no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses, advances or
disbursements for which there has been a final judicial determination that such
liability resulted from such Agent's gross negligence or willful
misconduct.  The obligations of the Lenders under this Section 10.05 shall survive the payment in full of the
Loans and the termination of this Agreement.

     

    Section
10.06 Agents
Individually.  With respect to its Pro Rata Share of the
Total Commitment hereunder and the Loans made by it, each Agent shall have and
may exercise the same rights and powers hereunder and is subject to the same
obligations and liabilities as and to the extent set forth herein for any other
Lender or maker of a Loan.  The terms "Lenders" or "Required Lenders"
or any similar terms shall, unless the context clearly otherwise indicates,
include each Agent in its individual capacity as a Lender or one of the Required
Lenders.  Each Agent and its Affiliates may accept deposits from, lend
money to, and generally engage in any kind of banking, trust or other business
with any Borrower as if it were not acting as an Agent pursuant hereto without
any duty to account to the other Lenders.

     

    Section
10.07 Successor Agent.  (a)  Each
Agent may resign from the performance of all its functions and duties hereunder
and under the other Loan Documents at any time by giving at least thirty (30)
Business Days' prior written notice to the Administrative Borrower and each
Lender.  Such resignation shall take effect upon the acceptance by a
successor Agent of appointment pursuant to clauses (b) and (c) below or as
otherwise provided below.  Notwithstanding the foregoing, each of the
Lenders and each of the Borrowers

     

    


    
      
        
           

        

        
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    acknowledge
and agree that if the Agents resign pursuant to Section 2.4(g)(i)(F) of the
Intercreditor Agreement in connection with the purchase of the Obligations in
accordance with Section 2.4(g) of the Intercreditor Agreement, such resignation
shall be effective immediately upon consummation of such purchase and the
Working Capital Agent, or such other Person as the Eligible ABL Purchasers (as
such term is defined in the Intercreditor Agreement) shall designate, shall be
designated as the successor Agents.

     

    (b) Upon any
such notice of resignation, the Required Lenders shall appoint a successor
Agent.  Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations under
this Agreement and the other Loan Documents.  After any Agent's
resignation hereunder as an Agent, the provisions of this ARTICLE X shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was an Agent under this Agreement
and the other Loan Documents.

     

    (c) If a
successor Agent shall not have been so appointed within said thirty (30)
Business Day period, the retiring Agent, with the consent of the other Agent
shall then appoint a successor Agent who shall serve as an Agent until such
time, if any, as the Required Lenders, with the consent of the other Agent,
appoint a successor Agent as provided above.

     

    Section
10.08 Collateral Matters.

     

    (a) The
Collateral Agent may from time to time make such disbursements and advances
("Collateral Agent
Advances") which the Collateral Agent, in its sole discretion, deems
necessary or desirable to preserve, protect, prepare for sale or lease or
dispose of the Collateral or any portion thereof, to enhance the likelihood or
maximize the amount of repayment by the Borrowers of the Term Loan and other
Obligations or to pay any other amount chargeable to the Borrowers pursuant to
the terms of this Agreement, including, without limitation, costs, fees and
expenses as described in Section
12.04.  The Collateral Agent Advances shall be repayable on demand
and be secured by the Collateral and shall bear interest at a rate per annum
equal to the rate then applicable to any portion of the Term Loan that is a
Reference Rate Loan.  The Collateral Agent Advances shall constitute
Obligations hereunder which may be charged to the Loan Account in accordance
with Section 4.02.  The Collateral Agent
shall notify each Lender and the Administrative Borrower in writing of each such
Collateral Agent Advance, which notice shall include a description of the
purpose of such Collateral Agent Advance.  Without limitation to its
obligations pursuant to Section 10.05, each Lender
agrees that it shall make available to the Collateral Agent, upon the Collateral
Agent's demand, in Dollars in immediately available funds, the amount equal to
such Lender's Pro Rata Share of each such Collateral Agent
Advance.  If such funds are not made available to the Collateral Agent
by such Lender, the Collateral Agent shall be entitled to recover such funds on
demand from such Lender, together with interest thereon for each day from the
date such payment was due until the date such amount is paid to the Collateral
Agent, at the Federal Funds Rate for three Business Days and thereafter at the
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      (b) The
Lenders hereby irrevocably authorize the Collateral Agent, at its option and in
its discretion, to release any Lien granted to or held by the Collateral Agent
upon any Collateral, (i) upon termination of the Total Commitment and
payment and satisfaction of the Term Loan, and all other Obligations in
accordance with the terms hereof; (ii) constituting property being sold or
disposed of in compliance with the terms of this Agreement and the other Loan
Documents; (iii) constituting property in which the Loan Parties owned no
interest at the time the Lien was granted or at any time thereafter; (iv) if
approved, authorized or ratified in writing by the Lenders; or (v) to the extent
a release of any such Liens is expressly contemplated by any Loan
Document.  Upon request by the Collateral Agent at any time, the
Lenders will confirm in writing the Collateral Agent's authority to release
particular types or items of Collateral pursuant to this Section 10.08(b).

    

     

    (c) Without
in any manner limiting the Collateral Agent's authority to act without any
specific or further authorization or consent by the Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in
writing, upon request by the Collateral Agent, the authority to release
Collateral conferred upon the Collateral Agent under Section 10.08(b).  Upon receipt by the
Collateral Agent of confirmation from the Lenders of its authority to release
any particular item or types of Collateral, and upon prior written request by
any Loan Party, the Collateral Agent shall (and is hereby irrevocably authorized
by the Lenders to) execute such documents as may be necessary to evidence the
release of the Liens granted to the Collateral Agent for the benefit of the
Agents and the Lenders upon such Collateral; provided, however, that (i) the
Collateral Agent shall not be required to execute any such document on terms
which, in the Collateral Agent's opinion, would expose the Collateral Agent to
liability or create any obligations or entail any consequence other than the
release of such Liens without recourse or warranty, and (ii) such release shall
not in any manner discharge, affect or impair the Obligations or any Lien upon
(or obligations of any Loan Party in respect of) all interests in the Collateral
retained by any Loan Party.

     

    (d) The
Collateral Agent shall have no obligation whatsoever to any Lender to assure
that the Collateral exists or is owned by the Loan Parties or is cared for,
protected or insured or has been encumbered or that the Lien granted to the
Collateral Agent pursuant to this Agreement or any other Loan Document has been
properly or sufficiently or lawfully created, perfected, protected or enforced
or is entitled to any particular priority, or to exercise at all or in any
particular manner or under any duty of care, disclosure or fidelity, or to
continue exercising, any of the rights, authorities and powers granted or
available to the Collateral Agent in this Section
10.08 or in any other Loan Document, it being understood and agreed that in
respect of the Collateral, or any act, omission or event related thereto, the
Collateral Agent may act in any manner it may deem appropriate, in its sole
discretion, given the Collateral Agent's own interest in the Collateral as one
of the Lenders and that the Collateral Agent shall have no duty or liability
whatsoever to any other Lender, except as otherwise provided
herein.

     

    Section
10.09 Agency
for Perfection.  Each Agent and each Lender hereby appoints
each other Agent and each other Lender as agent and bailee for the purpose of
perfecting the security interests in and liens upon the Collateral in assets
which, in accordance with Article 9 of the Uniform Commercial Code, can be
perfected only by possession or control (or where the security interest of a
secured party with possession or control has priority over the security interest
of another secured party) and each Agent and each Lender hereby acknowledges
that it holds possession of or otherwise controls any such Collateral for the
benefit of the Agents

     

    


    
      
        
           

        

        
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    and the
Lenders as secured party.  Should the Administrative Agent or any
Lender obtain possession or control of any such Collateral, the Administrative
Agent or such Lender shall notify the Collateral Agent thereof, and, promptly
upon the Collateral Agent's request therefor shall deliver such Collateral to
the Collateral Agent or in accordance with the Collateral Agent's
instructions.  In addition, the Collateral Agent shall also have the
power and authority hereunder to appoint such other sub-agents as may be
necessary or required under applicable state law or otherwise to perform its
duties and enforce its rights with respect to the Collateral and under the Loan
Documents.  Each Loan Party by its execution and delivery of this Agreement hereby
consents to the foregoing.

     

    Section
10.10 No
Reliance on any Agent's Customer Identification
Program.   Each Lender acknowledges and agrees that
neither such Lender, nor any of its Affiliates, participants or assignees, may
rely on any Agent to carry out such Lender's, Affiliate's, participant's or
assignee's customer identification program, or other requirements imposed by the
USA PATRIOT Act or the regulations issued thereunder, including the regulations
set forth in 31 CFR § 103.121, as hereafter amended or replaced ("CIP Regulations"), or
any other Anti-Terrorism Law, including any programs involving any of the
following items relating to or in connection with any of the Loan Parties, their
Affiliates or their agents, the Loan Documents or the transactions hereunder or
contemplated hereby:  (1) any identity verification procedures, (2)
any recordkeeping, (3) comparisons with government lists, (4) customer notices
or (5) other procedures required under the CIP Regulations or other regulations
issued under the USA PATRIOT Act.  Each Lender, Affiliate, participant
or assignee subject to Section 326 of the USA PATRIOT Act will perform the
measures necessary to satisfy its own responsibilities under the CIP
Regulations.

     

    Section
10.11 Intercreditor Agreement.   Each
Lender hereby irrevocably appoints, designates and authorizes the Administrative
Agent and the Collateral Agent all requisite authority to enter into or
otherwise become bound by the Intercreditor Agreement on its behalf and to take
such action on its behalf under the provisions thereof.  Each Lender
further agrees to be bound by the terms and conditions of the Intercreditor
Agreement and agrees that it shall not take any action that is prohibited by or
inconsistent with the terms of the Intercreditor Agreement.  No
further consent or approval on the part of any Lender is or will be required in
connection with the performance by the Administrative Agent and the Collateral
Agent of the Intercreditor Agreement.  Each holder of the Obligations,
by its acceptance hereof, irrevocably agrees to be bound by the terms,
conditions and provisions of the Intercreditor Agreement.

     

    ARTICLE XI

     

    


     

    GUARANTY

     

    Section
11.01 Guaranty.  Each Guarantor hereby jointly
and severally and unconditionally and irrevocably guarantees the punctual
payment when due, whether at stated maturity, by acceleration or otherwise, of
all Obligations of the Borrowers now or hereafter existing under any Loan
Document, whether for principal, interest (including, without limitation, all
interest that accrues after the commencement of any Insolvency Proceeding of any
Borrower, whether or not a claim for post-filing interest is allowed in such
Insolvency Proceeding), fees, commissions, expense reimbursements,
indemnifications or otherwise (such obligations, to the

     

    


    
      
        
           

        

        
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    extent
not paid by the Borrowers, being the "Guaranteed
Obligations"), and agrees to pay any and all expenses (including
reasonable counsel fees and expenses) incurred by the Agents and the Lenders in
enforcing any rights under the guaranty set forth in this ARTICLE XI.  Without limiting the generality
of the foregoing, each Guarantor's liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would be owed by the Borrowers
to the Agents and the Lenders under any Loan Document but for the fact that they
are unenforceable or not allowable due to the existence of an Insolvency
Proceeding involving any Borrower.  In no event shall the obligation
of any Guarantor hereunder exceed the maximum amount such Guarantor could
guarantee under any bankruptcy, insolvency or other similar law.

     

    Section
11.02 Guaranty Absolute.  Each Guarantor
jointly and severally guarantees that the Guaranteed Obligations will be paid
strictly in accordance with the terms of the Loan Documents, regardless of any
law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the Agents and the Lenders with
respect thereto.  Each Guarantor agrees that this ARTICLE XI constitutes a guaranty of payment when due
and not of collection and waives any right to require that any resort be made by
any Agent or any Lender to any Collateral.  The obligations of each
Guarantor under this ARTICLE XI are independent of
the Guaranteed Obligations, and a separate action or actions may be brought and
prosecuted against each Guarantor to enforce such obligations, irrespective of
whether any action is brought against any Loan Party or whether any Loan Party
is joined in any such action or actions.  The liability of each
Guarantor under this ARTICLE XI shall be
irrevocable, absolute and unconditional irrespective of, and each Guarantor
hereby irrevocably waives any defenses it may now or hereafter have in any way
relating to, any or all of the following:

     

    (a) any lack
of validity or enforceability of any Loan Document or any agreement or
instrument relating thereto;

     

    (b) any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations, or any other amendment or waiver of or any
consent to departure from any Loan Document, including, without limitation, any
increase in the Guaranteed Obligations resulting from the extension of
additional credit to any Loan Party or otherwise;

     

    (c) any
taking, exchange, release or non-perfection of any Collateral, or any taking,
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Guaranteed Obligations;

     

    (d) the
existence of any claim, set-off, defense or other right that any Guarantor may
have at any time against any Person, including, without limitation, any Agent,
any Lender;

     

    (e) any
change, restructuring or termination of the corporate, limited liability company
or partnership structure or existence of any Loan Party; or

     

    (f) any other
circumstance (including, without limitation, any statute of limitations) or any
existence of or reliance on any representation by the Agents or the Lenders that
might otherwise constitute a defense available to, or a discharge of, any Loan
Party or any other guarantor or surety (other than the defense that the
Guaranteed Obligations have been paid in full).

     

    


    
      
        
           

        

        
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    This ARTICLE XI shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by the Agents,
the Lenders or any other Person upon the insolvency, bankruptcy or
reorganization of any Borrower or otherwise, all as though such payment had not
been made.

     

    Section
11.03 Waiver.  Each Guarantor hereby waives
(i) promptness and diligence, (ii) notice of acceptance and any other
notice with respect to any of the Guaranteed Obligations and this ARTICLE XI and any requirement that the Agents or the
Lenders exhaust any right or take any action against any Loan Party or any other
Person or any Collateral, (iii) any right to compel or direct any Agent or
any Lender to seek payment or recovery of any amounts owed under this ARTICLE XI from any one particular fund or source or to
exhaust any right or take any action against any other Loan Party, any other
Person or any Collateral, (iv) any requirement that any Agent or any Lender
protect, secure, perfect or insure any security interest or Lien on any property
subject thereto or exhaust any right to take any action against any Loan Party,
any other Person or any Collateral, and (v) any other defense available to any
Guarantor.  Each Guarantor agrees that the Agents and the Lenders
shall have no obligation to marshal any assets in favor of any Guarantor or
against, or in payment of, any or all of the Obligations.  Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated herein and that the waiver set forth in
this Section 11.03 is knowingly made in
contemplation of such benefits.  Each Guarantor hereby waives any
right to revoke this ARTICLE XI, and acknowledges
that this ARTICLE XI is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in the
future.

     

    Section
11.04 Continuing Guaranty; Assignments.  This
ARTICLE XI is a continuing guaranty and shall (a)
remain in full force and effect until the later of the cash payment in full of
the Guaranteed Obligations (other than indemnification obligations as to which
no claim has been made) and all other amounts payable under this ARTICLE XI and the Final Maturity Date, (b) be binding
upon each Guarantor, its successors and assigns and (c) inure to the benefit of
and be enforceable by the Agents and the Lenders and their successors, pledgees,
transferees and assigns.  Without limiting the generality of the
foregoing clause (c), any Lender may pledge, assign or otherwise transfer
all or any portion of its rights and obligations under this Agreement
(including, without limitation, all or any portion of its Commitments and the
Term Loan) to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted such Lender herein or
otherwise, in each case as provided in Section
12.07.

     

    Section
11.05 Subrogation.  No Guarantor will exercise
any rights that it may now or hereafter acquire against any Loan Party or any
other guarantor that arise from the existence, payment, performance or
enforcement of such Guarantor's obligations under this ARTICLE XI, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution or indemnification and any
right to participate in any claim or remedy of the Agents and the Lenders
against any Loan Party or any other guarantor or any Collateral, whether or not
such claim, remedy or right arises in equity or under contract, statute or
common law, including, without limitation, the right to take or receive from any
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    guarantor,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security solely on account of such claim, remedy or right,
unless and until all of the Guaranteed Obligations (other than the
indemnification obligations as to which no claim has been made) and all other
amounts payable under this ARTICLE XI shall have
been paid in full in cash and the Final Maturity Date shall have
occurred.  If any amount shall be paid to any Guarantor in violation
of the immediately preceding sentence at any time prior to the later of the
payment in full in cash of the Guaranteed Obligations (other than the
indemnification obligations as to which no claim has been made) and all other
amounts payable under this ARTICLE XI and the Final
Maturity Date, such amount shall be held in trust for the benefit of the Agents
and the Lenders and the Working Capital Agent and shall forthwith be paid to the
Agents and the Lenders to be credited and applied to the Guaranteed Obligations
and all other amounts payable under this ARTICLE XI
or as otherwise provided in the Intercreditor Agreement, whether matured or
unmatured, in accordance with the terms of this Agreement, or to be held as
Collateral for any Guaranteed Obligations or other amounts payable under this ARTICLE XI thereafter arising.  If
(i) any Guarantor shall make payment to the Agents and the Lenders of all
or any part of the Guaranteed Obligations, (ii) all of the Guaranteed
Obligations and all other amounts payable under this ARTICLE XI shall be paid in full in cash and
(iii) the Final Maturity Date shall have occurred, the Agents and the
Lenders will, at such Guarantor's request and expense, execute and deliver to
such Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to
such Guarantor of an interest in the Guaranteed Obligations resulting from such
payment by such Guarantor.

     

    ARTICLE XII

     

    


     

    MISCELLANEOUS

     

    Section
12.01 Notices, Etc.  All
notices and other communications provided for hereunder shall be in writing and
shall be mailed (certified mail, postage prepaid and return receipt requested),
telecopied or delivered by hand, Federal Express or other reputable overnight
courier, if to any Loan Party, at the following address:

     

    Monaco
Coach Corporation

    91320
Industrial Way

    Coburg,
Oregon 97408

    Attention:  Chief
Financial Officer

    Telephone:  541-681-8081

    Telecopier:  541-681-8040

     

    with a
copy to:

     

    Wilson
Sonsini Goodrich & Rosati

    650 Page
Mill Road

    Palo
Alto, California 94304

    Attention:  Andrew
J. Hirsch

    Telephone:  650-354-4210

    Telecopier:  650-493-6811

     

    


    
      
        
           

        

        
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    if to the
Administrative Agent, to it at the
following address:

     

    Ableco
Finance LLC

    299 Park
Avenue, 22nd
Floor

    New York,
New York  10171

    Attention:  Daniel
E. Wolf

    Telephone:  212-891-2100

    Telecopier:  212-891-1541

     

    if to the
Collateral Agent, to it at the following address:

     

    Ableco
Finance LLC

    299 Park
Avenue, 22nd
Floor

    New York,
New York  10171

    Attention:  Daniel
E. Wolf

    Telephone:  212-891-2100

    Telecopier:  212-891-1541

     

    in each
case, with a copy to:

     

    Cerberus
California, Inc.

    11812 San
Vicente Blvd., Suite 300

    Los
Angeles, California 90049

    Attention:
Kevin Cross and Alex Raskin

    Telephone:  310-826-9200

    Telecopier:  310-826-9203

     

    Schulte
Roth & Zabel LLP

    919 Third
Avenue

    New York,
New York  10022

    Attention:  Frederic
L. Ragucci

    Telephone:  212-756-2000

    Telecopier:  212-593-5955

     

    or, as to
each party, at such other address as shall be designated by such party in a
written notice to the other parties complying as to delivery with the terms of
this Section 12.01.  All such notices and
other communications shall be effective, (i) if mailed (certified mail, postage
prepaid and return receipt requested), when received or 3 days after
deposited in the mails, whichever occurs first, (ii) if telecopied, when
transmitted and confirmation received, or (iii) if delivered by hand,
Federal Express or other reputable overnight courier, upon delivery, except that
notices to any Agent pursuant to ARTICLE II shall
not be effective until received by such Agent.

     

    Section
12.02 Amendments, Etc.  (a)  No
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by any Loan Party therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
Administrative Borrower, the Required Lenders (or by the Collateral Agent with
the written

     

    


    
      
        
           

        

        
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    consent
of the Required Lenders), and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given,
provided, however, that no
amendment, waiver or consent shall (i) increase the Commitment of any
Lender, reduce the principal of, or interest on, the Loans payable to any
Lender, reduce the amount of any fee payable for the account of any Lender, or
postpone or extend any scheduled date fixed for any payment of principal of, or
interest or fees on the Loans payable to any Lender, in each case without the
written consent of any Lender affected thereby, (ii) increase the Total
Commitment without the written consent of each Lender, (iii) change the
percentage of the Commitments or of the aggregate unpaid principal amount of the
Loans that is required for the Lenders or any of them to take any action
hereunder without the written consent of each Lender, (iv) amend the definition
of "Required Lenders" or "Pro Rata Share" without the written consent of each
Lender, (v) release all or a substantial portion of the Collateral (except
as otherwise provided in this Agreement and the other Loan Documents),
subordinate any Lien granted in favor of the Collateral Agent for the benefit of
the Agents and the Lenders, or release any Borrower or any Guarantor without the
written consent of each Lender, (vi) amend, modify or waive Section 4.04, this Section
12.02 of this Agreement without the written consent of each Lender, (vii)
amend the definition of "Availability Reserve", "Specified M&E and RE
Amount", "Eligible Appraised Equipment", "Eligible Equipment", or "Eligible Real
Property" if the effect thereof is to increase the Specified M&E and RE
Amount or (viii) release all or any portion of the Availability Reserve, in each
case, without the written consent of each Lender.  Notwithstanding the
foregoing, no amendment, waiver or consent shall, unless in writing and signed
by an Agent, affect the rights or duties of such Agent (but not in its capacity
as a Lender) under this Agreement or the other Loan Documents.  For
the purposes of this Section 12.02 and any other section of this Agreement
solely with respect to the voting or consent rights of a Lender, any Lender that
is also a Working Capital Lender (other than Ableco Finance LLC and any of its
Related Funds) shall not be considered a Lender under this
Agreement.

     

    (b) If any
action to be taken by the Lenders hereunder requires the unanimous consent,
authorization, or agreement of all of the Lenders, and a Lender other than the
Collateral Agent and the Administrative Agent (the "Holdout Lender") fails to
give its consent, authorization, or agreement, then the Collateral Agent, upon
at least 5 Business Days prior irrevocable notice to the Holdout Lender, may
permanently replace the Holdout Lender with one or more substitute Lenders
(each, a "Replacement
Lender"), and the Holdout Lender shall have no right to refuse to be
replaced hereunder.  Such notice to replace the Holdout Lender shall
specify an effective date for such replacement, which date shall not be later
than 15 Business Days after the date such notice is given.  Prior to
the effective date of such replacement, the Holdout Lender and each Replacement
Lender shall execute and deliver an Assignment and Acceptance, subject only to
the Holdout Lender being repaid its share of the outstanding Obligations without
any premium or penalty of any kind whatsoever.  If the Holdout Lender
shall refuse or fail to execute and deliver any such Assignment and Acceptance
prior to the effective date of such replacement, the Holdout Lender shall be
deemed to have executed and delivered such Assignment and
Acceptance.  The replacement of any Holdout Lender shall be made in
accordance with the terms of Section
12.07(b).  Until such time as the Replacement Lenders shall have
acquired all of the Obligations, the Commitments, and the other rights and
obligations of the Holdout Lender hereunder and under the other Loan Documents,
the Holdout Lender shall remain obligated to make its Pro Rata Share of
Loans.

     

    


    
      
        
           

        

        
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    Section
12.03 No
Waiver; Remedies, Etc.  No
failure on the part of any Agent or any Lender to exercise, and no delay in
exercising, any right hereunder or under any other Loan Document shall operate
as a waiver thereof; nor shall any single or partial exercise of any right under
any Loan Document preclude any other or further exercise thereof or the exercise
of any other right.  The rights and remedies of the Agents and the
Lenders provided herein and in the other Loan Documents are cumulative and are
in addition to, and not exclusive of, any rights or remedies provided by
law.  The rights of the Agents and the Lenders under any Loan Document
against any party thereto are not conditional or contingent on any attempt by
the Agents and the Lenders to exercise any of their rights under any other Loan
Document against such party or against any other Person.

     

    Section
12.04 Expenses; Taxes; Attorneys' Fees.  The
Borrowers will pay on demand, all costs and expenses incurred by or on behalf of
each Agent (and, in the case of clauses (b) through (m) below, each Lender),
regardless of whether the transactions contemplated hereby are consummated,
including, without limitation, reasonable fees, costs, client charges and
expenses of counsel for each Agent (and, in the case of clauses (b) through (m)
below, each Lender), accounting, due diligence, periodic field audits, physical
counts, valuations, investigations, searches and filings, monitoring of assets,
appraisals of Collateral, title searches and reviewing environmental
assessments, miscellaneous disbursements, examination, travel, lodging and
meals, arising from or relating to:  (a) the negotiation, preparation,
execution, delivery, performance and administration of this Agreement and the
other Loan Documents (including, without limitation, the preparation of any
additional Loan Documents pursuant to Section
7.01(b) or the review of any of the agreements, instruments and documents
referred to in Section 7.01(f)), (b) any
requested amendments, waivers or consents to this Agreement or the other Loan
Documents whether or not such documents become effective or are given,
(c) the preservation and protection of the Agents' or any of the Lenders'
rights under this Agreement or the other Loan Documents, (d) the defense of any
claim or action asserted or brought against any Agent or any Lender by any
Person that arises from or relates to this Agreement, any other Loan Document,
the Agents' or the Lenders' claims against any Loan Party, or any and all
matters in connection therewith, (e) the commencement or defense of, or
intervention in, any court proceeding arising from or related to this Agreement
or any other Loan Document, (f) the filing of any petition, complaint,
answer, motion or other pleading by any Agent or any Lender, or the taking of
any action in respect of the Collateral or other security, in connection with
this Agreement or any other Loan Document, (g) the protection, collection,
lease, sale, taking possession of or liquidation of, any Collateral or other
security in connection with this Agreement or any other Loan Document, (h) any
attempt to enforce any Lien or security interest in any Collateral or other
security in connection with this Agreement or any other Loan Document, (i) any
attempt to collect from any Loan Party, (j) all liabilities and costs arising
from or in connection with the past, present or future operations of any Loan
Party involving any damage to real or personal property or natural resources or
harm or injury alleged to have resulted from any Release of Hazardous Materials
on, upon or into such property, (k) any Environmental Liabilities and Costs
incurred in connection with the investigation, removal, cleanup and/or
remediation of any Hazardous Materials present or arising out of the operations
of any facility of any Loan Party, (l) any Environmental Liabilities and Costs
incurred in connection with any Environmental Lien filed against real property
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    Party, or
(m) the receipt by any Agent or any Lender of any advice from professionals with
respect to any of the foregoing.  Without limitation of the foregoing
or any other provision of any Loan Document:  (x) the Borrowers agree
to pay all stamp, document, transfer, recording or filing taxes or fees and
similar impositions now or hereafter determined by any Agent or any Lender to be
payable in connection with this Agreement or any other Loan Document, and the
Borrowers agree to save each Agent and each Lender harmless from and against any
and all present or future claims, liabilities or losses with respect to or
resulting from any omission to pay or delay in paying any such taxes, fees or
impositions, (y) the Borrowers agree to pay all broker fees that may become due
in connection with the transactions contemplated by this Agreement and the other
Loan Documents, and (z) if the Borrowers fail to perform any covenant or
agreement contained herein or in any other Loan Document, any Agent may itself
perform or cause performance of such covenant or agreement, and the expenses of
such Agent incurred in connection therewith shall be reimbursed on demand by the
Borrowers.

     

    Section
12.05 Right
of Set-off.  Upon the occurrence and during the continuance
of any Event of Default and subject to the terms of the Intercreditor Agreement,
any Agent or any Lender may, and is hereby authorized to, at any time and from
time to time, without notice to any Loan Party (any such notice being expressly
waived by the Loan Parties) and to the fullest extent permitted by law, set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other Indebtedness at any time owing by such
Agent or such Lender to or for the credit or the account of any Loan Party
against any and all obligations of the Loan Parties either now or hereafter
existing under any Loan Document, irrespective of whether or not such Agent or
such Lender shall have made any demand hereunder or thereunder and although such
obligations may be contingent or unmatured.  Each Agent and each
Lender agrees to notify such Loan Party promptly after any such set-off and
application made by such Agent or such Lender provided that the failure to give
such notice shall not affect the validity of such set-off and
application.  The rights of the Agents and the Lenders under this Section 12.05 are in addition to the other rights and
remedies (including other rights of set-off) which the Agents and the Lenders
may have under this Agreement or any other Loan Documents of law or
otherwise.

     

    Section
12.06 Severability.   Any provision of
this Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or affecting
the validity or enforceability of such provision in any other
jurisdiction.

     

    Section
12.07 Assignments and Participations.

     

    (a) This
Agreement and the other Loan Documents shall be binding upon and inure to the
benefit of each Loan Party and each Agent and each Lender and their respective
successors and assigns; provided, however, that none of
the Loan Parties may assign or transfer any of its rights hereunder or under the
other Loan Documents without the prior written consent of each Lender and any
such assignment without the Lenders' prior written consent shall be null and
void.

     

    (b) Each
Lender may with the written consent of the Collateral Agent, assign to one or
more other lenders or other entities all or a portion of its rights and
obligations

     

    


    
      
        
           

        

        
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    under
this Agreement with respect to all or a portion of its Term Loan Commitment and
any Term Loan made by it; provided, however, that
(i) such assignment is in an amount which is at least $2,500,000 or a
multiple of $500,000 in excess thereof (or the remainder of such Lender's
Commitment) (except such minimum amount shall not apply to an assignment (1) for
which the Collateral Agent waives such minimum amount and (2) by a Lender to
(x) a Lender, an Affiliate of such Lender or a Related Fund of such Lender
or (y) a group of new Lenders, each of whom is an Affiliate or Related Fund
of each other to the extent the aggregate amount to be assigned to all such new
Lenders is at least $2,500,000 or a multiple of $500,000 in excess thereof),
(ii)  the parties to each such assignment shall execute and deliver to the
Collateral Agent, for its acceptance, an Assignment and Acceptance, together
with any promissory note subject to such assignment and such parties shall
deliver to the Collateral Agent, for the benefit of the Collateral Agent, a
processing and recordation fee of $5,000 (except the payment of such fee shall
not be required in connection with an assignment by a Lender to a Lender, an
Affiliate of such Lender or a Related Fund of such Lender) and (iii) no
written consent of the Collateral Agent shall be required if such
assignment is in connection with any merger, consolidation, sale, transfer, or
other disposition of all or any substantial portion of the business or loan
portfolio of such Lender.  Upon such execution, delivery and
acceptance, from and after the effective date specified in each Assignment and
Acceptance and recordation on the Register, which effective date shall be at
least 3 Business Days after the delivery thereof to the Collateral Agent
(or such shorter period as shall be agreed to by the Collateral Agent and the
parties to such assignment), (A) the assignee thereunder shall become a
"Lender" hereunder and, in addition to the rights and obligations hereunder held
by it immediately prior to such effective date, have the rights and obligations
hereunder that have been assigned to it pursuant to such Assignment and
Acceptance and (B) the assigning Lender thereunder shall, to the extent
that rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).  

     

    (c) By
executing and delivering an Assignment and Acceptance, the assigning Lender and
the assignee thereunder confirm to and agree with each other and the other
parties hereto as follows:  (i) other than as provided in such
Assignment and Acceptance, the assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
any other Loan Document or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other Loan Document
furnished pursuant hereto; (ii) the assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Loan Party or any of its Subsidiaries or the
performance or observance by any Loan Party of any of its obligations under this
Agreement or any other Loan Document furnished pursuant hereto; (iii) such
assignee confirms that it has received a copy of this Agreement and the other
Loan Documents, together with such other documents and information it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and
without reliance upon the assigning Lender, any Agent or any Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement and the other Loan Documents; (v) such assignee appoints and
authorizes the Agents to take such action as agents

     

    


    
      
        
           

        

        
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    on its
behalf and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to the Agents by the terms hereof and thereof,
together with such powers as are reasonably incidental hereto and thereto; and
(vi) such assignee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of this Agreement and the other
Loan Documents are required to be performed by it as a Lender.

     

    (d) The
Administrative Agent shall, acting solely for this purpose as a non-fiduciary
agent of the Borrowers, maintain, or cause to be maintained at the Payment
Office, a copy of each Assignment and Acceptance delivered to and accepted by it
and a register (the "Register") for the
recordation of the names and addresses of the Lenders and the Commitments of,
and the principal amount of the Loans (and stated interest thereon) (the "Registered
Loans").  The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrowers, the Agents
and the Lenders may treat each Person whose name is recorded in the Register as
a Lender hereunder for all purposes of this Agreement.  The Register
shall be available for inspection by the Administrative Borrower and any Lender
at any reasonable time and from time to time upon reasonable prior
notice.  

     

    (e) Upon
receipt by the Administrative Agent of a completed Assignment and Acceptance,
and subject to any consent required from the Collateral Agent pursuant to
Section 12.07(b) (which consent of the Collateral Agent must be evidenced by the
Collateral Agent's execution of an acceptance to such Assignment and
Acceptance), the Administrative Agent shall accept such assignment, record the
information contained therein in the Register and provide to the Collateral
Agent a copy of the fully executed Assignment and Acceptance.

     

    (f) A
Registered Loan (and the registered note, if any, evidencing the same) may be
assigned or sold in whole or in part only by registration of such assignment or
sale on the Register (and each registered note shall expressly so
provide).  Any assignment or sale of all or part of such Registered
Loan (and the registered note, if any, evidencing the same) may be effected only
by registration of such assignment or sale on the Register, together with the
surrender of the registered note, if any, evidencing the same duly endorsed by
(or accompanied by a written instrument of assignment or sale duly executed by)
the holder of such registered note, whereupon, at the request of the designated
assignee(s) or transferee(s), one or more new registered notes in the same
aggregate principal amount shall be issued to the designated assignee(s) or
transferee(s).  Prior to the registration of assignment or sale of any
Registered Loan (and the registered note, if any, evidencing the same), the
Agents shall treat the Person in whose name such Registered Loan (and the
registered note, if any, evidencing the same) is registered on the Register as
the owner thereof for the purpose of receiving all payments thereon,
notwithstanding notice to the contrary.

     

    (g) In the
event that any Lender sells participations in a Registered Loan, such Lender
shall, acting for this purpose as a non-fiduciary agent on behalf of the
Borrowers, maintain, or cause to be maintained, a register, on which it enters
the name of all participants in the Registered Loans held by it and the
principal amount (and stated interest thereon) of the portion of the Registered
Loan that is the subject of the participation (the "Participant
Register").  A Registered Loan (and the registered note, if
any, evidencing the same) may be participated in whole or in part only by
registration of such participation on the

     

    


    
      
        
           

        

        
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    Participant
Register (and each registered note shall expressly so provide).  Any
participation of such Registered Loan (and the registered note, if any,
evidencing the same) may be effected only by the registration of such
participation on the Participant Register.  The Participant Register
shall be available for inspection by the Administrative Borrower and any Lender
at any reasonable time and from time to time upon reasonable prior
notice.

     

    (h) Any
Non-U.S. Lender who purchases or is assigned or participates in any portion of
such Registered Loan shall comply with Section 2.08(d).

     

    (i) Each
Lender may sell participations to one or more banks or other entities in or to
all or a portion of its rights and obligations under this Agreement and the
other Loan Documents (including, without limitation, all or a portion of its
Commitments, the Loans made by it); provided, that (i) such Lender's obligations
under this Agreement (including without limitation, its Commitments hereunder)
and the other Loan Documents shall remain unchanged; (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, and the Borrowers, the Agents and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and the other Loan
Documents; (iii) in no event shall any Loan Party nor any Affiliate of any Loan
Party be permitted to be a participant; and (iv) a participant shall not be
entitled to require such Lender to take or omit to take any action hereunder
except (A) action directly effecting an extension of the maturity dates or
decrease in the principal amount of the Loans, (B) action directly
effecting an extension of the due dates or a decrease in the rate of interest
payable on the Loans or the fees payable under this Agreement, or (C) actions
directly effecting a release of all or a substantial portion of the Collateral
or any Loan Party (except as set forth in Section
10.08 of this Agreement or any other Loan Document).  The Loan
Parties agree that each participant shall be entitled to the benefits of Section 2.08 and Section
4.05 of this Agreement with respect to its participation in any portion of
the Commitments and the Loans as if it was a Lender.

     

    Section
12.08 Counterparts.  This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which shall be deemed to be an original, but all
of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of this Agreement by
telefacsimile or electronic mail shall be equally as effective as delivery of an
original executed counterpart of this Agreement.  Any party delivering
an executed counterpart of this Agreement by telefacsimile or electronic mail
also shall deliver an original executed counterpart of this Agreement but the
failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Agreement.  The
foregoing shall apply to each other Loan Document mutatis
mutandis.

     

    Section
12.09 GOVERNING LAW.  THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN
DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT) SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

     

    


    
      
        
           

        

        
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    Section
12.10 CONSENT
TO JURISDICTION; SERVICE OF PROCESS AND VENUE.  ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK
OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK,
AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY HEREBY
IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
THE JURISDICTION OF THE AFORESAID COURTS.  EACH LOAN PARTY HEREBY
IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF NEW YORK AS ITS
AGENT FOR SERVICE OF PROCESS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING AND
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE
ADMINISTRATIVE BORROWER AT ITS ADDRESS FOR NOTICES AS SET FORTH IN SECTION 12.01
AND TO THE SECRETARY OF STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME
EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING.  THE LOAN PARTIES AGREE
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE
AGENTS AND THE LENDERS TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY LOAN PARTY
IN ANY OTHER JURISDICTION.  EACH LOAN PARTY HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE
EXTENT THAT ANY LOAN PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH LOAN PARTY HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.

     

    Section
12.11 WAIVER
OF JURY TRIAL, ETC.  EACH
LOAN PARTY, EACH AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT,
INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE
DELIVERED IN CONNECTION THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP
EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION,
PROCEEDINGS OR COUNTERCLAIM SHALL BE TRIED BEFORE A

     

    


    
      
        
           

        

        
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    COURT AND
NOT BEFORE A JURY.  EACH LOAN PARTY CERTIFIES THAT NO OFFICER,
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY AGENT OR ANY LENDER HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT ANY AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF
ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING
WAIVERS.  EACH LOAN PARTY HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE AGENTS AND THE LENDERS ENTERING INTO THIS
AGREEMENT.

     

    Section
12.12 Consent
by the Agents and Lenders.  Except as otherwise expressly
set forth herein to the contrary or in any other Loan Document, if the consent,
approval, satisfaction, determination, judgment, acceptance or similar action
(an "Action")
of any Agent or any Lender shall be permitted or required pursuant to any
provision hereof or any provision of any other agreement to which any Loan Party
is a party and to which any Agent or any Lender has succeeded thereto, such
Action shall be required to be in writing and may be withheld or denied by such
Agent or such Lender, in its sole discretion, with or without any reason, and
without being subject to question or challenge on the grounds that such Action
was not taken in good faith.

     

    Section
12.13 No
Party Deemed Drafter.  Each of the parties hereto agrees
that no party hereto shall be deemed to be the drafter of this
Agreement.

     

    Section
12.14 Reinstatement; Certain Payments.  If any
claim is ever made upon any Agent or any Lender for repayment or recovery of any
amount or amounts received by such Agent or such Lender in payment or on account
of any of the Obligations, such Agent or such Lender shall give prompt notice of
such claim to each other Agent and Lender and the Administrative Borrower, and
if such Agent or such Lender repays all or part of such amount by reason of
(i) any judgment, decree or order of any court or administrative body
having jurisdiction over such Agent or such Lender or any of its property, or
(ii) any good faith settlement or compromise of any such claim effected by
such Agent or such Lender with any such claimant, then and in such event each
Loan Party agrees that (A) any such judgment, decree, order, settlement or
compromise shall be binding upon it notwithstanding the cancellation of any
Indebtedness hereunder or under the other Loan Documents or the termination of
this Agreement or the other Loan Documents, and (B) it shall be and remain
liable to such Agent or such Lender hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by such Agent or such Lender.

     

    Section
12.15 Indemnification.

     

    (a) General
Indemnity.  In addition to each Loan Party's other Obligations
under this Agreement, each Loan Party agrees to, jointly and severally, defend,
protect, indemnify and hold harmless each Agent and each Lender and all of their
respective officers, directors, employees, attorneys, consultants and agents
(collectively called the "Indemnitees") from
and against any and all losses, damages, liabilities, obligations, penalties,
fees, reasonable costs and expenses (including, without limitation, reasonable
attorneys' fees, costs and expenses) incurred by such Indemnitees, whether prior
to or from and after the Effective Date, whether direct, indirect or
consequential, as a result of or arising from or

     

    


    
      
        
           

        

        
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    relating
to or in connection with any of the following:  (i) the negotiation,
preparation, execution or performance or enforcement of this Agreement, any
other Loan Document or of any other document executed in connection with the
transactions contemplated by this Agreement, (ii) any Agent's or any
Lender's furnishing of funds to the Borrowers pursuant to this Agreement or the
other Loan Documents, including, without limitation, the management of any such
Loans, (iii) any matter relating to the financing transactions contemplated
by this Agreement or the other Loan Documents or by any document executed in
connection with the transactions contemplated by this Agreement or the other
Loan Documents, or (iv) any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether or not any Indemnitee is a party
thereto (collectively, the "Indemnified
Matters"); provided, however, that the
Loan Parties shall not have any obligation to any Indemnitee under this
subsection (a) for any Indemnified Matter caused by the gross negligence or
willful misconduct of such Indemnitee, as determined by a final judgment of a
court of competent jurisdiction.

     

    (b) Environmental
Indemnity.  Without limiting Section
12.15(a) hereof, each Loan Party agrees to, jointly and severally, defend,
indemnify, and hold harmless the Indemnitees against any and all Environmental
Liabilities and Costs and all other claims, demands, penalties, fines, liability
(including strict liability), losses, damages, costs and expenses (including
without limitation, reasonable legal fees and expenses, consultant fees and
laboratory fees), arising out of (i) any Releases or threatened Releases
(x) at any property presently or formerly owned or operated by any Loan
Party or any Subsidiary of any Loan Party, or any predecessor in interest, that
may affect Agents' and Lenders' rights and obligations under this Agreement or
any of the other Loan Documents or (y) of any Hazardous Materials generated and
disposed of by any Loan Party or any Subsidiary of any Loan Party, or any
predecessor in interest; (ii) any violations of Environmental Laws that may
affect Agents' and Lenders' rights and obligations under this Agreement or any
of the other Loan Documents; (iii) any Environmental Action relating to any
Loan Party or any Subsidiary of any Loan Party, or any predecessor in interest;
(iv) any personal injury (including wrongful death) or property damage
(real or personal) arising out of exposure to Hazardous Materials used, handled,
generated, transported or disposed by any Loan Party or any Subsidiary of any
Loan Party, or any predecessor in interest; and (v) any breach of any
warranty or representation regarding environmental matters made by the Loan
Parties in Section 6.01(r) or the breach of any
covenant made by the Loan Parties in Section
7.01(j).  Notwithstanding the foregoing, the Loan Parties shall
not have any obligation to any Indemnitee under this subsection (b) regarding
any potential environmental matter covered hereunder which is caused by the
gross negligence or willful misconduct of such Indemnitee, as determined by a
final judgment of a court of competent jurisdiction.

     

    (c) The
indemnification for all of the foregoing losses, damages, fees, costs and
expenses of the Indemnitees are chargeable against the Loan
Account.  To the extent that the undertaking to indemnify, pay and
hold harmless set forth in this Section 12.15 may be
unenforceable because it is violative of any law or public policy, each Loan
Party shall, jointly and severally, contribute the maximum portion which it is
permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Matters incurred by the
Indemnitees.  The indemnities set forth in this Section 12.15 shall survive the repayment of the
Obligations and discharge of any Liens granted under the Loan
Documents.

     

    


    
      
        
           

        

        
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    Section
12.16 Monaco
as Agent for Borrowers.  Each Borrower hereby irrevocably
appoints Monaco as the borrowing agent and attorney-in-fact for the Borrowers
(the "Administrative
Borrower") which appointment shall remain in full force and effect unless
and until the Agents shall have received prior written notice signed by all of
the Borrowers that such appointment has been revoked and that another Borrower
has been appointed Administrative Borrower.  Each Borrower hereby
irrevocably appoints and authorizes the Administrative Borrower (i) to
provide to the Agents and receive from the Agents all notices with respect to
Loans obtained for the benefit of any Borrower and all other notices and
instructions under this Agreement and (ii) to take such action as the
Administrative Borrower deems appropriate on its behalf to obtain Loans and to
exercise such other powers as are reasonably incidental thereto to carry out the
purposes of this Agreement.  It is understood that the handling of the
Loan Account and Collateral of the Borrowers in a combined fashion, as more
fully set forth herein, is done solely as an accommodation to the Borrowers in
order to utilize the collective borrowing powers of the Borrowers in the most
efficient and economical manner and at their request, and that neither the
Agents nor the Lenders shall incur liability to the Borrowers as a result
hereof.  Each of the Borrowers expects to derive benefit, directly or
indirectly, from the handling of the Loan Account and the Collateral in a
combined fashion since the successful operation of each Borrower is dependent on
the continued successful performance of the integrated group.  To
induce the Agents and the Lenders to do so, and in consideration thereof, each
of the Borrowers hereby jointly and severally agrees to indemnify the
Indemnitees and hold the Indemnitees harmless against any and all liability,
expense, loss or claim of damage or injury, made against such Indemnitee by any
of the Borrowers or by any third party whosoever, arising from or incurred by
reason of (a) the handling of the Loan Account and Collateral of the Borrowers
as herein provided, (b) the Agents and the Lenders relying on any
instructions of the Administrative Borrower, or (c) any other action taken
by any Agent or any Lender hereunder or under the other Loan
Documents.

     

    Section
12.17 Records.  The unpaid principal of and
interest on the Term Loan, the interest rate or rates applicable to such unpaid
principal and interest, the duration of such applicability, the Commitments, and
the accrued and unpaid fees payable pursuant to Section
2.06 hereof, including, without limitation, the fees set forth in the Fee
Letter and any Applicable Prepayment Premium, shall at all times be ascertained
from the records of the Agents, which shall be conclusive and binding absent
manifest error.

     

    Section
12.18 Binding
Effect.  This Agreement shall become effective when it
shall have been executed by each Loan Party, each Agent and each Lender and when
the conditions precedent set forth in Section 5.01
hereof have been satisfied or waived in writing by the Agents, and thereafter
shall be binding upon and inure to the benefit of each Loan Party, each Agent
and each Lender, and their respective successors and assigns, except that the
Loan Parties shall not have the right to assign their rights hereunder or any
interest herein without the prior written consent of each Agent and each Lender,
and any assignment by any Lender shall be governed by Section 12.07 hereof.

     

    


    
      
        
           

        

        
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      Section
12.19 Interest.  It is the intention of the
parties hereto that each Agent and each Lender shall conform strictly to usury
laws applicable to it.  Accordingly, if the transactions
contemplated hereby or by any other Loan Document would be usurious as to
any Agent or any Lender under laws applicable to it (including the laws of the
United States of America and the State of New York or any other jurisdiction
whose laws may be mandatorily applicable to such Agent or such Lender
notwithstanding the other provisions of this Agreement), then, in that event,
notwithstanding anything to the contrary in this Agreement or any other Loan
Document or any agreement entered into in connection with or as security for the
Obligations, it is agreed as follows:  (i) the aggregate of all
consideration which constitutes interest under law applicable to any Agent or
any Lender that is contracted for, taken, reserved, charged or received by such
Agent or such Lender under this Agreement or any other Loan Document or
agreements or otherwise in connection with the Obligations shall under no
circumstances exceed the maximum amount allowed by such applicable law, any
excess shall be canceled automatically and if theretofore paid shall be credited
by such Agent or such Lender on the principal amount of the Obligations (or, to
the extent that the principal amount of the Obligations shall have been or would
thereby be paid in full, refunded by such Agent or such Lender, as applicable,
to the Borrowers); and (ii) in the event that the maturity of the Obligations is
accelerated by reason of any Event of Default under this Agreement or otherwise,
or in the event of any required or permitted prepayment, then such consideration
that constitutes interest under law applicable to any Agent or any Lender may
never include more than the maximum amount allowed by such applicable law, and
excess interest, if any, provided for in this Agreement or otherwise shall be
canceled automatically by such Agent or such Lender, as applicable, as of the
date of such acceleration or prepayment and, if theretofore paid, shall be
credited by such Agent or such Lender, as applicable, on the principal amount of
the Obligations (or, to the extent that the principal amount of the Obligations
shall have been or would thereby be paid in full, refunded by such Agent or such
Lender to the Borrowers).  All sums paid or agreed to be paid to any
Agent or any Lender for the use, forbearance or detention of sums due hereunder
shall, to the extent permitted by law applicable to such Agent or such Lender,
be amortized, prorated, allocated and spread throughout the full term of the
Loans until payment in full so that the rate or amount of interest on account of
any Loans hereunder does not exceed the maximum amount allowed by such
applicable law.  If at any time and from time to time (x) the amount
of interest payable to any Agent or any Lender on any date shall be computed at
the Highest Lawful Rate applicable to such Agent or such Lender pursuant to this
Section 12.19 and (y) in respect of any
subsequent interest computation period the amount of interest otherwise payable
to such Agent or such Lender would be less than the amount of interest payable
to such Agent or such Lender computed at the Highest Lawful Rate applicable to
such Agent or such Lender, then the amount of interest payable to such Agent or
such Lender in respect of such subsequent interest computation period shall
continue to be computed at the Highest Lawful Rate applicable to such Agent or
such Lender until the total amount of interest payable to such Agent or such
Lender shall equal the total amount of interest which would have been payable to
such Agent or such Lender if the total amount of interest had been computed
without giving effect to this Section
12.19.

    

     

    For
purposes of this Section 12.19, the term "applicable
law" shall mean that law in effect from time to time and applicable to the loan
transaction between the Borrowers, on the one hand, and the Agents and the
Lenders, on the other, that lawfully permits the charging and collection of the
highest permissible, lawful non-usurious rate of interest on such loan
transaction and this Agreement, including laws of the State of New York and, to
the extent controlling, laws of the United States of America.

     

    


    
      
        
           

        

        
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    The right
to accelerate the maturity of the Obligations does not include the right to
accelerate any interest that has not accrued as of the date of
acceleration.

     

    Section
12.20 Confidentiality.  Each Agent and each
Lender agrees (on behalf of itself and each of its affiliates, directors,
officers, employees and representatives) to use reasonable precautions to keep
confidential, in accordance with its customary procedures for handling
confidential information of this nature and in accordance with safe and sound
practices of comparable commercial finance companies, any non-public information
supplied to it by the Loan Parties pursuant to this Agreement or the other Loan
Documents which is identified in writing by the Loan Parties as being
confidential at the time the same is delivered to such Person (and which at the
time is not, and does not thereafter become, publicly available or available to
such Person from another source not known to be subject to a confidentiality
obligation to such Person not to disclose such information), provided that nothing
herein shall limit the disclosure of any such information (i) to the extent
required by any Requirement of Law or judicial process or as otherwise requested
by any Governmental Authority, (ii) to counsel for any Agent or any Lender,
(iii) to examiners, auditors, accountants or Securitization Parties,
(iv) in connection with any litigation to which any Agent or any Lender is
a party or (v) to any assignee or participant (or prospective assignee or
participant) so long as such assignee or participant (or prospective assignee or
participant) first agrees, in writing, to be bound by confidentiality provisions
similar in substance to this Section
12.20.  

     

    Section
12.21 Public
Disclosure.  Each Loan Party agrees that neither it nor any
of its Affiliates will now or in the future issue any press release or other
public disclosure using the name of an Agent, any Lender or any of their
respective Affiliates or referring to this Agreement or any other Loan Document
without the prior written consent of such Agent or such Lender, except to the
extent that such Loan Party or such Affiliate is required to do so under
applicable law (in which event, such Loan Party or such Affiliate will consult
with such Agent or such Lender before issuing such press release or other public
disclosure).  Each Loan Party hereby authorizes each Agent and each
Lender, after consultation with the Borrowers, to advertise the closing of the
transactions contemplated by this Agreement, and to make appropriate
announcements of the financial arrangements entered into among the parties
hereto, as such Agent or such Lender shall deem appropriate, including, without
limitation, announcements commonly known as tombstones, in such trade
publications, business journals, newspapers of general circulation and to such
selected parties as such Agent or such Lender shall deem
appropriate.

     

    Section
12.22 Integration.  This Agreement, together
with the other Loan Documents, reflects the entire understanding of the parties
with respect to the transactions contemplated hereby and shall not be
contradicted or qualified by any other agreement, oral or written, before the
date hereof.

     

    Section 12.23 USA PATRIOT
Act.  Each Lender that is subject to the requirements of the USA
PATRIOT Act of 2001 (Title III of Pub. L. 107-56, Oct. 26, 2001) ("USA PATRIOT Act")
hereby notifies the Borrowers that it is required to obtain, verify and record
information that identifies the entities composing the Borrowers, including each
such entity's name, address, and other identifying information, in accordance
with the USA PATRIOT Act.  Each Loan Party agrees to take such action
and execute, acknowledge and deliver at its sole cost and
expense, such instruments and documents as any Lender may reasonably require
from time to time in order to enable such Lender to comply with the USA PATRIOT
Act.

     

    


    
      
        
           

        

        
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    ARTICLE XIII

     

    


     

    ISSUANCE
OF EQUITY INTERESTS TO HOLDCO

     

    Section
13.01 Authorization and Issuance of
Warrants.  On the Effective Date, Monaco shall issue to
Holdco one or more warrant certificates covering the purchase of shares of
Common Stock of Monaco in form and substance satisfactory to Ableco and Holdco
(such certificates, together with the rights to purchase Common Stock of Monaco
provided thereby and all warrant certificates covering such stock issued upon
transfer, division or combination of, or in substitution for, any thereof, being
herein called the "Warrants").  It
is understood and agreed that the Warrants contain provisions affecting the
number of shares of Common Stock of Monaco that may be acquired, which
provisions are set forth in the Warrants.

     

    Section
13.02 Securities Act Matters.

     

    (a) Ableco
represents and warrants to Monaco that:

     

    (i) Holdco is
an "accredited investor" as that term is defined in Rule 501(a) of Regulation D
promulgated under the Securities Act.  Holdco is a sophisticated
investor with such knowledge and experience in financial and business matters so
as to be capable of evaluating the merits and risks of the Warrant and the
Warrant Stock and is capable of bearing the economic risks of such Warrant and
Warrant Stock.  Holdco has relied solely upon the advice of Holdco's
legal counsel and accountants or other financial advisers with respect to the
legal, financial, business, tax and other considerations relating to the
purchase of the Warrant and the Warrant Stock and has been offered, during the
course of discussions concerning the issuance of the Warrant, the opportunity to
ask such questions and inspect such documents concerning the Company and its
business and affairs as Holdco has requested so as to understand more fully the
nature of the investment and to verify the accuracy of the information
supplied.

     

    (ii) Holdco is
acquiring the Warrants for its own account and not with a view towards, or for
resale in connection with, the sale or distribution thereof, except pursuant to
sales registered or exempted under the Securities Act of 1933, as amended (the
"Securities
Act"); provided, however, that by
making the representations herein, Holdco does not agree to hold any of the
Warrants or the Warrant Stock for any minimum or other specific term and
reserves the right to dispose of the Warrants or the Warrant Stock at any time
in accordance with or pursuant to an effective registration statement or an
exemption under the Securities Act and pursuant to the applicable terms of the
Warrants, the Registration Rights Agreement and the Credit Agreement and related
documents.

     

    (b) Monaco
represents and warrants to Ableco and Holdco that:

     

    (i) Assuming
the truth and accuracy of Ableco's representations and warranties contained in
the immediately preceding paragraphs, the issuance of the Warrants to Holdco
hereunder is exempt from the registration requirements of Section 5 of the
Securities Act.

     

    


    
      
        
           

        

        
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    (c) Monaco
agrees that neither it nor any Person acting on its behalf has offered or will
offer the Warrants or Warrant Stock or any similar securities for issue or sale
to, or has solicited or will solicit any offer to acquire any of the same from,
any Person so as to require the registration of the Warrants or Warrant
Stock pursuant to the provisions of the Securities Act.

     

    [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    


    
      
        
           

        

        
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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.

     

     

    
      


       

      
        	 
      	
                BORROWERS:

              
	 
      	 
      
	 
      	 
      
	 
      	
                MONACO
      COACH CORPORATION

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ P. Martin Daley

              
	 
      	 
      	
                Name:  P.
      Martin Daley

              
	 
      	 
      	
                Title:  Vice
      President

              


      

      


       

      
        	 
      	
                NAPLES
      MOTORCOACH RESORT INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ P. Martin Daley

              
	 
      	 
      	
                Name:  P.
      Martin Daley

              
	 
      	 
      	
                Title:  Vice
      President

              


      

      


       

      
        	 
      	
                OUTDOOR
      RESORTS OF LAS VEGAS, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ P. Martin Daley

              
	 
      	 
      	
                Name:  P.
      Martin Daley

              
	 
      	 
      	
                Title:  Vice
      President

              


      

    

     

    

      
        	 
      	
                OUTDOOR
      RESORTS MOTORCOACH COUNTRY

              
	 
      	
                CLUB,
      INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ P. Martin Daley

              
	 
      	 
      	
                Name:  P.
      Martin Daley

              
	 
      	 
      	
                Title:  Vice
      President

              


      

       

      


      
        	 
      	
                LA
      QUINTA MOTORCOACH RESORT, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ P. Martin Daley

              
	 
      	 
      	
                Name:  P.
      Martin Daley

              
	 
      	 
      	
                Title:  Vice
      President

              


      

      


      


      
        
           

        

        
          
          

          
            

          

        

        
          Table of Contents

        

      

      
 

      
        
          	 
      	
                  SIGNATURE  RESORTS
      OF MICHIGAN, INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ P. Martin Daley

                
	 
      	 
      	
                  Name:  P.
      Martin Daley

                
	 
      	 
      	
                  Title:  Vice
      President

                


        

         

        
          


          
            	 
      	
                    R-VISION,
      INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ P. Martin Daley

                  
	 
      	 
      	
                    Name:  P.
      Martin Daley

                  
	 
      	 
      	
                    Title:  Vice
      President

                  


          

          


        

         

        
          
            	 
      	
                    BISON  MANUFACTURING,
      LLC

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ P. Martin Daley

                  
	 
      	 
      	
                    Name:  P.
      Martin Daley

                  
	 
      	 
      	
                    Title:  Vice
      President

                  


          

          
 

          
            
              	 
      	
                      ROADMASTER
      LLC

                    
	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ P. Martin Daley

                    
	 
      	 
      	
                      Name:  P.
      Martin Daley

                    
	 
      	 
      	
                      Title:  Vice
      President

                    


            

            
 

            
              
                 

              

              
                
                

                
                  

                

              

              
                Table of Contents

              

            

          

           

           

          
             

            
              	 
      	
                      GUARANTORS:

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      SIGNATURE
      MOTORCOACH RESORTS, INC.

                    
	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ P. Martin Daley

                    
	 
      	 
      	
                      Name:  P.
      Martin Daley

                    
	 
      	 
      	
                      Title:  Vice
      President

                    


            

            


          

          
             

            
              	 
      	
                      PORT
      OF THE ISLES MOTORCOACH RESORT, INC.

                    
	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ P. Martin Daley

                    
	 
      	 
      	
                      Name:  P.
      Martin Daley

                    
	 
      	 
      	
                      Title:  Vice
      President

                    


            

            
 

          

        

        
          	 
      	
                  R-VISION
      HOLDINGS LLC

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ P. Martin Daley

                
	 
      	 
      	
                  Name:  P.
      Martin Daley

                
	 
      	 
      	
                  Title:  Vice
      President

                


        

        


        
           

          
            
              	 
      	
                      R-VISION
      MOTORIZED LLC

                    
	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ P. Martin Daley

                    
	 
      	 
      	
                      Name:  P.
      Martin Daley

                    
	 
      	 
      	
                      Title:  Vice
      President

                    


            

            


             

          

        

        
          
             

          

          
            
            

            
              

            

          

          
            Table of Contents

          

        

      

       

    

    
       

      
        	 
      	
                ADMINISTRATIVE AGENT,
      COLLATERAL

              
	 
      	AGENT AND LENDER:
	 
      	 
      
	 
      	
                ABLECO
      FINANCE LLC

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Daniel Wolf

              
	 
      	 
      	
                Name:  Daniel
      Wolf

              
	 
      	 
      	
                Title:  President

              


      

      


        
          
             

          

          
             


            
              

            

          

          
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    Schedule 1.01(A)

     

    Commitments

     

    
      	
               

              Lender

            	
              Term
      Loan

              Commitment

            	
               

              Total
      Commitment

               

            
	 	 	 
	
              Ableco
      Finance LLC

            	
              $39,300,000

            	
              $39,300,000

            
	 	 	 
	
              All
      Lenders

            	
              $39,300,000

            	
              $39,300,000

            


    

    


    


    
      
        
           

        

        
           


          
            

          

        

        
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    Schedule 1.01(H)

    


    Resort Property Lot
Covenants

    


    The
Resort Property Lot Percentage shall increase to 100% in the event that any Loan
Party shall, unless the Required Lenders shall otherwise consent in
writing:

    


    1.           Leverage
Ratio.  Permit the
Leverage Ratio of Monaco and its Subsidiaries for each period of twelve (12)
consecutive fiscal months for which the last month is the fiscal month set forth
below to be greater than the applicable ratio set forth below:

    


    
      	
              Fiscal
      Month

            	
              Leverage
      Ratio

            
	
              September,
      2009

            	
              2.70
      to 1.00

            
	
              October,
      2009

            	
              1.70
      to 1.00

            
	
              November,
      2009

            	
              1.70
      to 1.00

            
	
              December,
      2009

            	
              1.20
      to 1.00

            
	
              January,
      2010

            	
              1.20
      to 1.00

            
	
              February,
      2010

            	
              1.10
      to 1.00

            
	
              March,
      2010

            	
              0.90
      to 1.00

            
	
              April,
      2010

            	
              0.90
      to 1.00

            
	
              May,
      2010

            	
              0.90
      to 1.00

            
	
              June,
      2010

            	
              0.60
      to 1.00

            
	
              July,
      2010

            	
              0.50
      to 1.00

            
	
              August,
      2010

            	
              0.40
      to 1.00

            
	
              September,
      2010

            	
              0.40
      to 1.00

            
	
              October,
      2010

            	
              0.40
      to 1.00

            
	
              November,
      2010

            	
              0.25
      to 1.00

            
	
              December,
      2010

            	
              0.25
      to 1.00

            
	
              January,
      2011

            	
              0.25
      to 1.00

            
	
              February,
      2011

            	
              0.25
      to 1.00

            
	
              March,
      2011

            	
              0.25
      to 1.00

            
	
              April,
      2011

            	
              0.25
      to 1.00

            
	
              May,
      2011

            	
              0.25
      to 1.00

            
	
              June,
      2011

            	
              0.25
      to 1.00

            
	
              July,
      2011

            	
              0.25
      to 1.00

            
	
              August,
      2011

            	
              0.25
      to 1.00

            
	
              September,
      2011

            	
              0.25
      to 1.00

            
	
              October,
      2011

            	
              0.25
      to 1.00

            
	
              November,
      2011

            	
              0.25
      to 1.00

            
	
              December,
      2011

            	
              0.25
      to 1.00

            
	
              January,
      2012

            	
              0.25
      to 1.00

            
	
              February,
      2012

            	
              0.25
      to 1.00

            
	
              March,
      2012

            	
              0.25
      to 1.00

            
	
              April,
      2012

            	
              0.25
      to 1.00

            
	
              May,
      2012

            	
              0.25
      to 1.00

            


    

    


    
      
         

      

      
        
        

        
          

        

      

      
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    2.           Fixed
Charge Coverage Ratio.  Permit the Fixed
Charge Coverage Ratio of Monaco and its Subsidiaries for each period of twelve
(12) consecutive fiscal months for which the last month is the fiscal month set
forth below to be less than the amount set forth opposite such
date:

    


     

    
      	
              Fiscal
      Month

            	
              Fixed
      Charge Coverage Ratio

            
	
              September,
      2009

            	
              0.80
      to 1.00

            
	
              October,
      2009

            	
              1.00
      to 1.00

            
	
              November,
      2009

            	
              1.15
      to 1.00

            
	
              December,
      2009

            	
              1.30
      to 1.00

            
	
              January,
      2010

            	
              1.30
      to 1.00

            
	
              February,
      2010

            	
              1.30
      to 1.00

            
	
              March,
      2010

            	
              1.30
      to 1.00

            
	
              April,
      2010

            	
              1.30
      to 1.00

            
	
              May,
      2010

            	
              1.30
      to 1.00

            
	
              June,
      2010

            	
              1.30
      to 1.00

            
	
              July,
      2010

            	
              1.30
      to 1.00

            
	
              August,
      2010

            	
              1.30
      to 1.00

            
	
              September,
      2010

            	
              1.30
      to 1.00

            
	
              October,
      2010

            	
              1.30
      to 1.00

            
	
              November,
      2010

            	
              1.30
      to 1.00

            
	
              December,
      2010

            	
              1.30
      to 1.00

            
	
              January,
      2011

            	
              1.30
      to 1.00

            
	
              February,
      2011

            	
              1.30
      to 1.00

            
	
              March,
      2011

            	
              1.30
      to 1.00

            
	
              April,
      2011

            	
              1.30
      to 1.00

            
	
              May,
      2011

            	
              1.30
      to 1.00

            
	
              June,
      2011

            	
              1.30
      to 1.00

            
	
              July,
      2011

            	
              1.35
      to 1.00

            
	
              August,
      2011

            	
              1.35
      to 1.00

            
	
              September,
      2011

            	
              1.35
      to 1.00

            
	
              October,
      2011

            	
              1.35
      to 1.00

            
	
              November,
      2011

            	
              1.35
      to 1.00

            
	
              December,
      2011

            	
              1.35
      to 1.00

            
	
              January,
      2012

            	
              1.40
      to 1.00

            
	
              February,
      2012

            	
              1.40
      to 1.00

            
	
              March,
      2012

            	
              1.40
      to 1.00

            
	
              April,
      2012

            	
              1.40
      to 1.00

            
	
              May,
      2012

            	
              1.40
      to 1.00

            


    

     

    
 

    
      
         

      

      
        
        

        
          

        

      

      
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    3.           Consolidated
EBITDA.  Permit
Consolidated EBITDA of Monaco and its Subsidiaries for each period of twelve
(12) consecutive fiscal months for which the last month is the fiscal month set
forth below to be less than the applicable amount set forth below:

     

    
      	
              Fiscal
    Month

            	
              Consolidated
      EBITDA

            
	
              November,
      2008

            	
              $(39,400,000)

            
	
              December,
      2008

            	
              $(44,300,000)

            
	
              January,
      2009

            	
              $(39,700,000)

            
	
              February,
      2009

            	
              $(35,500,000)

            
	
              March,
      2009

            	
              $(29,200,000)

            
	
              April,
      2009

            	
              $(25,800,000)

            
	
              May,
      2009

            	
              $(19,000,000)

            
	
              June,
      2009

            	
              $(11,200,000)

            
	
              July,
      2009

            	
              $(5,600,000)

            
	
              August,
      2009

            	
              $3,100,000

            
	
              September,
      2009

            	
              $15,500,000

            
	
              October,
      2009

            	
              $21,800,000

            
	
              November,
      2009

            	
              $26,500,000

            
	
              December,
      2009

            	
              $31,700,000

            
	
              January,
      2010

            	
              $30,600,000

            
	
              February,
      2010

            	
              $31,600,000

            
	
              March,
      2010

            	
              $35,500,000

            
	
              April,
      2010

            	
              $34,900,000

            
	
              May,
      2010

            	
              $36,200,000

            
	
              June,
      2010

            	
              $40,900,000

            
	
              July,
      2010

            	
              $40,200,000

            
	
              August,
      2010

            	
              $41,300,000

            
	
              September,
      2010

            	
              $45,700,000

            
	
              October,
      2010

            	
              $44,300,000

            
	
              November,
      2010

            	
              $45,700,000

            
	
              December,
      2010

            	
              $48,900,000

            
	
              January,
      2011

            	
              $48,600,000

            
	
              February,
      2011

            	
              $48,900,000

            
	
              March,
      2011

            	
              $49,900,000

            
	
              April,
      2011

            	
              $49,800,000

            
	
              May,
      2011

            	
              $50,100,000

            
	
              June,
      2011

            	
              $51,400,000

            
	
              July,
      2011

            	
              $51,200,000

            
	
              August,
      2011

            	
              $51,500,000

            
	
              September,
      2011

            	
              $52,600,000

            
	
              October,
      2011

            	
              $52,300,000

            
	
              November,
      2011

            	
              $52,600,000

            
	
              December,
      2011

            	
              $53,500,000

            
	
              January,
      2012

            	
              $53,200,000

            
	
              February,
      2012

            	
              $53,600,000

            
	
              March,
      2012

            	
              $54,800,000

            
	
              April,
      2012

            	
              $54,600,000

            
	
              May,
      2012

            	
              $54,900,000

            


    

     

    
 

    
      
         

      

      
        
        

        
          

        

      

      
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    4.           Minimum
Availability.  Fail to have
Availability and Qualified Cash of at least the applicable amount set forth
below opposite each fiscal month as of the date of delivery to the Working
Capital Agent of the last borrowing base certificate (in accordance with the
terms of the Working Capital Credit Agreement) delivered in each such fiscal
month:

    


    
      	
              Fiscal
    Month

            	
              Availability and Qualified
      Cash

            
	
              November,
      2008

            	
              $22,524,000

            
	
              December,
      2008

            	
              $29,806,000

            
	
              January,
      2009

            	
              $25,699,000

            
	
              February,
      2009

            	
              $25,344,000

            
	
              March,
      2009

            	
              $46,747,000

            
	
              April,
      2009

            	
              $41,730,000

            
	
              May,
      2009

            	
              $38,923,000

            
	
              June,
      2009

            	
              $54,985,000

            
	
              July,
      2009

            	
              $50,036,000

            
	
              August,
      2009

            	
              $50,236,000

            
	
              September,
      2009

            	
              $64,040,000

            
	
              October,
      2009

            	
              $54,124,000

            
	
              November,
      2009

            	
              $51,579,000

            
	
              December,
      2009

            	
              $59,068,000

            
	
              January,
      2010 and during each fiscal month thereafter until the Final Maturity
      Date

            	
              $50,000,000

            


    

    


    


    
      
        
           

        

        
           


          
            

          

        

        
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    Schedule 1.01(I)

     

    Historical Consolidated
EBITDA

     

    


    
      	
              Fiscal Month

            	
              Consolidated EBITDA

            
	
              December,
      2007

            	
              $5,992,000

            
	
              January,
      2008

            	
              $(6,738,000)

            
	
              February,
      2008

            	
              $(2,420,000)

            
	
              March,
      2008

            	
              $1,793,000

            
	
              April,
      2008

            	
              $(4,298,000)

            
	
              May,
      2008

            	
              $(4,872,000)

            
	
              June,
      2008

            	
              $580,000

            
	
              July,
      2008

            	
              $(6,680,000)

            
	
              August,
      2008

            	
              $(7,003,000)

            
	
              September,
      2008

            	
              $(4,513,000)

            
	
              October,
      2008

            	
              $(7,990,000)