Exhibit 10.6.3


 


THIRD AMENDMENT


TO


THIRD AMENDED AND
RESTATED CREDIT AGREEMENT


AND


WAIVER OF EVENT OF
DEFAULT


 


THIS
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER OF
EVENT OF DEFAULT (the “Third Amendment and Waiver”) is entered into as of January 18,
2008 by and among MONACO COACH CORPORATION, a Delaware corporation, SIGNATURE
MOTORCOACH RESORTS, INC., a Delaware corporation formerly known as MCC
Acquisition Corporation (“Signature”), OUTDOOR RESORTS OF LAS VEGAS, INC., a
Nevada corporation, OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB, INC., a California
corporation, NAPLES MOTORCOACH RESORT, INC., a Florida corporation formerly
known as Outdoor Resorts of Naples, Inc. (“Naples Resorts”), R-VISION
HOLDINGS LLC, a Delaware limited liability company, R-VISION, INC., an Indiana
corporation, R-VISION MOTORIZED LLC, an Indiana limited liability company,
BISON MANUFACTURING, LLC, an Indiana limited liability company, ROADMASTER LLC,
an Indiana limited liability company and LA QUINTA MOTORCOACH RESORT, INC., a
California corporation (each of the foregoing parties individually referred to
as “Borrower” and all collectively referred to as “Borrowers”), each of the
Lenders and U.S. BANK NATIONAL ASSOCIATION, as the Administrative Lender.


 


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”);


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


3.             Waiver.  Lenders hereby waive the
Existing Defaults.  This waiver is
limited to the Existing Defaults and is not intended to be, and shall not be
construed as being, a waiver or modification of any other Obligation, nor
construed as a willingness to grant any subsequent waiver of any Obligations.


 


4.             Release.  In consideration of the
foregoing waiver, each Borrower hereby releases, acquits and forever discharges
Administrative Lender, each Lender, and their respective affiliates,
participants, officers, employees, agents, successors and assigns, of and from
any and all claims, demands, damages, liabilities, obligations, actions or
causes of action and unconditionally waives any defense, either at law or in
equity, whether known or unknown, arising out of, connected with or in any way
related to the Obligations, the Loan Documents or the relationship between
Lenders (or any of them) and any Borrower to and including the date of this
Agreement.


 


5.             Section 10.4
of the Credit Agreement.  Section 10.4 of the Credit Agreement is
amended to add the following sentence to the end of the section:


 


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


 


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


 


7.             One Agreement.  The Credit Agreement, as modified by the
provisions of this Third Amendment and Waiver, shall be construed as one
agreement.


 


8.             Miscellaneous.


 


8.1           This Third Amendment and Waiver 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 Third Amendment and Waiver by fax or in PDF format by email shall be
effective as delivery of a manually executed counterpart hereof.


 

















 


8.2           EACH OF BORROWERS, ADMINISTRATIVE
LENDER AND LENDERS HEREBY:  (A) SUBMITS
TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF OREGON AND THE
FEDERAL COURTS OF THE UNITED STATES FOR THE DISTRICT OF OREGON FOR THE PURPOSE
OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOAN
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THIS THIRD AMENDMENT AND WAIVER; (B) AGREES
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH COURTS; (C) IRREVOCABLY WAIVES (TO THE FULL EXTENT
PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE
FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; AND (D) AGREES
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
PERMITTED BY LAW.


 


8.3           EACH OF BORROWERS, ADMINISTRATIVE
LENDER AND LENDERS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING,
COUNTERCLAIM OR OTHER LITIGATION IN ANY WAY ARISING OUT OF OR RELATING TO THIS
THIRD AMENDMENT AND WAIVER, ANY OTHER OF THE LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS OR EVENTS REFERENCED HEREIN OR THEREIN OR CONTEMPLATED HEREBY OR
THEREBY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO ANY OF THE LOAN
DOCUMENTS.  A COPY OF THIS SECTION MAY BE
FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER OF THE RIGHT TO TRIAL BY
JURY AND THE CONSENT TO TRIAL BY COURT.


 


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


 


 


 


[INTENTIONALLY LEFT BLANK]


 

















 


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


 


 


	
   

  	
   

  	
   

  	
  MONACO COACH
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/: P. Martin
  Daley

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP/CFO/Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OUTDOOR RESORTS MOTORCOACH
  COUNTRY CLUB, INC.

  	
   

  	
  SIGNATURE
  MOTORCOACH RESORTS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/: P. Martin Daley

  	
   

  	
  By:

  	
  /s/: John Nepute

  
	
  Title:

  	
  VP/CFO/Treasurer and
  Director

  	
   

  	
  Title:

  	
  VP/Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NAPLES MOTORCOACH
  RESORT, INC.

  	
   

  	
  OUTDOOR RESORTS
  OF LAS VEGAS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/: P. Martin Daley

  	
   

  	
  By:

  	
  /s/: P. Martin
  Daley

  
	
  Title:

  	
  VP/CFO/Treasurer and
  Director

  	
   

  	
  Title:

  	
  VP/CFO/Treasurer
  and Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  R-VISION HOLDINGS LLC

  	
   

  	
  R-VISION, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/: P. Martin Daley

  	
   

  	
  By:

  	
  /s/: P. Martin
  Daley

  
	
  Title:

  	
  VP/Treasurer

  	
   

  	
  Title:

  	
  VP/Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  R-VISION MOTORIZED LLC

  	
   

  	
  BISON
  MANUFACTURING, LLC

  
	
  By:  R-Vision Holdings LLC, its manager

  	
   

  	
  By:  R-Vision Holdings LLC, its manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/: P. Martin Daley

  	
   

  	
  By:

  	
  /s/: P. Martin
  Daley

  
	
  Title:

  	
  VP/Treasurer

  	
   

  	
  Title:

  	
  VP/Treasurer

  



 

















 


 


	
  ROADMASTER LLC

  	
   

  	
  LA QUINTA MOTORCOACH RESORT, INC.

  
	
  By:  R-Vision Holdings LLC, its manager

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/: P. Martin Daley

  	
   

  	
  By:

  	
  /s/: P. Martin
  Daley

  
	
  Title:

  	
  VP/Treasurer

  	
   

  	
  Title:

  	
  VP/CFO/Treasurer
  and Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNION BANK OF CALIFORNIA,
  N.A.

  	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/:  Steve Sloan

  	
   

  	
  By:

  	
  /s/:  Oran Coffin

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NATIONAL CITY BANK OF
  INDIANA

  	
   

  	
  BANK OF AMERICA,
  N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/:  Mike Callas

  	
   

  	
  By:

  	
  /s/:  Eric Eidler

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANK OF THE WEST

  	
   

  	
  WELLS FARGO
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/:  Brett German

  	
   

  	
  By:

  	
  /s/:  Jon Kenney

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE COMMERCIAL DISTRIBUTION
  FINANCE CORPORATION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/:  J. Wood

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Credit Director