Exhibit 10.6.2


 


SECOND AMENDMENT


TO


THIRD AMENDED AND
RESTATED CREDIT AGREEMENT


 


THIS
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into
as of January 17, 2008 by and among Borrowers and Administrative Lender (on
behalf of itself and the Lenders).


 


WHEREAS,
Borrowers, Lenders and Administrative Lender are parties to that certain Third
Amended and Restated Credit Agreement dated November 18, 2005 (as
previously amended, the “Credit Agreement”) and desire to amend the Credit
Agreement in the manner set forth below;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[INTENTIONALLY LEFT BLANK]


 

















 


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


 


	
  MONACO
  COACH CORPORATION  

  	
  SIGNATURE
  MOTORCOACH RESORTS, INC.    

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/:
  P. Martin Daley 

  	
   

  	
  By:

  	
  /s/:
  John Nepute 

  
	
  Title:
  VP/CFO/Treasurer

  	
  Title:
  VP/Treasurer

  
	
   

  	
   

  
	
  OUTDOOR
  RESORTS MOTORCOACH

  COUNTRY CLUB, INC.   

  	
  OUTDOOR
  RESORTS OF LAS VEGAS, INC.  

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/:
  P. Martin Daley

  	
   

  	
  By:

  	
  /s/:
  P. Martin Daley 

  
	
  Title:
  VP/CFO/Treasurer and Director

  	
  Title:
  VP/CFO/Treasurer and Director

  
	
   

  	
   

  
	
  NAPLES MOTORCOACH
  RESORT, INC.    

  	
  R-VISION, INC.   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/: P. Martin Daley

  	
   

  	
  By:

  	
  /s/: P. Martin Daley

  
	
  Title: VP/CFO/Treasurer
  and Director

  	
  Title: VP/Treasurer

  
	
   

  	
   

  
	
  R-VISION HOLDINGS
  LLC  

  	
  BISON MANUFACTURING,
  LLC    

  
	
   

  	
  By:

  	
  R-Vision Holdings LLC,
  its manager

  
	
   

  	
   

  
	
  By:

  	
  /s/: P. Martin Daley

  	
   

  	
  By:

  	
  /s/: P. Martin Daley 

  
	
  Title: VP/Treasurer

  	
  Title: VP/Treasurer

  
	
   

  	
   

  
	
  R-VISION
  MOTORIZED LLC  

  	
  LA QUINTA MOTORCOACH RESORT, INC. 

  
	
  By: 

  	
  R-Vision
  Holdings LLC, its manager

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/:
  P. Martin Daley 

  	
   

  	
  By: 

  	
  /s/:
  P. Martin Daley 

  
	
  Title:
  VP/Treasurer

  	
  Title:
  VP/CFO/Treasurer and Director

  
	
   

  	
   

  
	
  ROADMASTER
  LLC  By: 

  	
  U.S.
  BANK NATIONAL ASSOCIATION 

  
	
  By: 

  	
  R-Vision
  Holdings LLC, its manager

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/:
  P. Martin Daley 

  	
   

  	
  By: 

  	
  /s/:
  Oran Coffin 

  
	
  Title:
  VP/Treasurer

  	
  Title:
  Vice President