Exhibit 10.12


 


Third Amendment to the Amended and
Restated Credit Agreement dated May 29, 2003 with U.S. Bank National
Association.


 


THIRD AMENDMENT TO
AMENDED AND RESTATED

CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 29, 2003,
by and among MONACO COACH CORPORATION, a Delaware corporation; ROYALE COACH BY
MONACO, INC., an Indiana corporation; MCC ACQUISITION CORPORATION, a Delaware
corporation; OUTDOOR RESORTS OF NAPLES, INC., a Florida corporation; OUTDOOR
RESORTS OF LAS VEGAS, INC., a Nevada corporation; OUTDOOR RESORTS MOTORCOACH
COUNTRY CLUB, INC., a California corporation; Lenders; GE COMMERCIAL
DISTRIBUTION FINANCE CORPORATION, WELLS FARGO BANK, NATIONAL ASSOCIATION and
BANK OF AMERICA, N.A., as Co-Documentation Agents; and U.S. BANK NATIONAL
ASSOCIATION as Administrative Lender.


 


RECITALS


 


Borrowers,
Administrative Lender and Lenders are parties to that certain Amended and
Restated Credit Agreement dated September 28, 2001 (as previously amended,
the “Agreement”).  In order to increase
the amount and extend the maturity date of the Revolving Loan Commitments,
modify the financial covenants contained in the Agreement and change certain
other provisions thereof, Borrowers, Administrative Lender and Lenders desire
to amend the Agreement in the manner set forth below.


 


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


 


1.                                      Definitions.  All capitalized terms used, and not
otherwise defined, herein shall have the respective meanings attributed to them
in the Agreement.


 


2.                                      Amendment
to Section 1.1.


 


The
following defined term is amended in its entirety to read as follows:


 


“Debt”
of any Person means, without duplication, (a) all obligations of such Person
for borrowed money and all obligations of such Person evidenced by bonds,
debentures, notes, bills or other similar instruments; (b) all obligations,
contingent or otherwise, relative to the face amount of all letters of credit,
whether or not drawn, and banker’s acceptances issued for such Person’s
account; (c) all Capitalized Lease Obligations and Other Lease obligations of
such Person; (d) whether or not so


 

















 


included as liabilities in accordance with GAAP, all
obligations of such Person to pay the deferred purchase price of property or
services, and indebtedness (excluding prepaid interest thereon) secured by a
Lien on property owned or being purchased by such Person (including
indebtedness arising under conditional sales or other title retention
agreements), whether or not such indebtedness shall have been assumed by such
Person or is limited in recourse; (e) all Contingent Obligations of such Person
in respect of any of the foregoing, other than Contingent Obligations in
connection with an Approved Dealer Financing Agreement; and, with respect to
Parent and its Subsidiaries collectively, (f) the amount by which any
outstanding book overdrafts exceed $10,000,000.  For purposes of determining the amount of Debt in a circumstance
when the creditor has recourse only to specified assets, the amount shall be
the lesser of (i) the amount of such obligation or (ii) the fair market value
of such assets.


 


“Revolver
Maturity Date” means the earlier of June 30, 2005 or the due
date pursuant to Section 11.2.


 


3.                                      Section
3.3(b)(i).  Section 3.3(b)(i)
is amended in its entirety to read as follows:


 


(i)                                     Borrowers
shall, on the first Business Day of each fiscal quarter, repay the outstanding
principal balance of the Term Loans by making a payment in the aggregate amount
of $2,500,000;


 


4.                                      Section
3.3A(b)(i).  Section 3.3A(b)(i)
is amended in its entirety to read as follows:


 


(i)                                     Borrowers
shall, on the first Business Day of each fiscal quarter, repay the outstanding
principal balance of the Term Loans II by making a payment in the aggregate
amount of $1,833,333, provided that if on or before such day a principal
payment has been made pursuant to any of items (iii), (iv) or (v) below,
then the required principal payment due on such day shall be the amount
resulting from dividing the then outstanding principal balance of Term
Loans II by the number equal to one plus the number of full fiscal
quarters remaining after such day (excluding the fiscal quarter of which such
day is the first Business Day) through the Maturity Date;


 


5.                                      Amendment
of Section 10.1.  Section 10.1
is amended in its entirety to read as follows:


 


As of the end of
each of the second, third and fourth fiscal quarters of its 2003 fiscal year
and as of the end of each fiscal quarter of its 2004 fiscal year, Parent shall
maintain a Leverage Ratio not greater than 2.25:1.  As of the end of each fiscal quarter of its 2005 fiscal year and
thereafter, Parent shall maintain a Leverage Ratio not greater than 1.75:1.


 


2

















 


6.                                      Amendment
of Section 10.3.  Section 10.3
is amended in its entirety to read as follows:


 


As of the end of
each fiscal quarter of its 2003 fiscal year, Parent shall maintain a Fixed
Charge Coverage Ratio not less than 1.25:1. 
As of the end of each fiscal quarter of its 2004 fiscal year and
thereafter, Parent shall maintain a Fixed Charge Coverage Ratio not less than
1.50:1.


 


7.                                      Addition
of Section 10.5.  Section 10.5
is added to the Agreement to read as follows:


 


10.5                        INVENTORY
LEVELS


 


Parent will not
permit the total consolidated inventory of Borrowers (excluding inventory
acquired pursuant to the ORA Acquisition), valued at the lower of cost
(determined on a “first in, first out” basis) and market value, as of the end
of any fiscal quarter to exceed (i) $224,831,000 for the second fiscal quarter
of its 2003 fiscal year, (ii) $205,025,000 for the third fiscal quarter of its
2003 fiscal year, and (iii) $185,000,000 for the fourth fiscal quarter of its
2003 fiscal year.


 


8.                                      Addition
of Section 12.7.  Section 12.7
is added to the Agreement to read as follows:


 


12.7                        DOCUMENTATION
AGENTS


 


No Lender
identified as a “Co-Documentation Agent” or “Documentation Agent” herein shall
have any right, power, obligation, liability, responsibility or duty under this
Agreement in such capacity.  Each Lender
acknowledges that it has not relied on and will not rely on any Lender
identified as a “Documentation Agent” in deciding to enter into this Agreement
or in taking or not taking any action hereunder.


 


9.                                      Schedule I.  Schedule I is amended in its
entirety to read as Schedule I attached hereto.


 


10.                               Schedule II.  Schedule II is amended in its
entirety to read as Schedule II attached hereto.


 


11.                               Amendment
Fee.  Contemporaneously with the
execution of this Third Amendment, Borrowers shall pay to Administrative
Lender, for the ratable benefit of Lenders, a fee in the amount of $235,416.67
in consideration of Lenders’ execution and delivery of this Third Amendment and
the increased Total Commitments.


 


12.                               Administrative
Lender’s Fee.  Contemporaneously
with the execution of this Third Amendment, Borrowers shall pay to
Administrative Lender, for Administrative Lender’s own account, the fees set
forth in that certain fee letter from U.S. Bank to Borrowers’ Agent of even
date herewith.


 


3

















 


13.                               Effective
Date.  This Third Amendment
shall be effective as of May 29, 2003, upon the payment of the fees
described in Paragraphs 11 and 12 and execution and delivery hereof.


 


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


 


15.                               One
Agreement.  The Agreement, as
modified by the provisions of this Third Amendment, shall be construed as one
agreement.


 


16.                               Counterparts.  This Third 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 Third Amendment by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof.


 


17.                               Statutory
Notice.


 


UNDER OREGON LAW, MOST AGREEMENTS,
PROMISES AND COMMITMENTS MADE BY LENDER AFTER OCTOBER 3, 1989 CONCERNING
LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR
HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN
WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY THE LENDER TO BE ENFORCEABLE.


 


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


4

















 


IN WITNESS WHEREOF,
this Third Amendment to Amended and Restated Credit Agreement has been duly
executed as of the date first written above.


 


	
  MONACO COACH CORPORATION

  	
  ROYALE COACH BY MONACO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John W. Nepute

  	
   

  	
  By:

  	
  /s/ John W. Nepute

  	
   

  
	
  Title: 
  President

  	
  Title:  Vice
  President

  
	
   

  	
   

  
	
  MCC
  ACQUISITION CORPORATION

  	
  OUTDOOR
  RESORTS OF NAPLES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John W. Nepute

  	
   

  	
  By:

  	
  /s/ John W. Nepute

  	
   

  
	
  Title:  Vice President

  	
  Title:  President

  
	
   

  	
   

  
	
  OUTDOOR
  RESORTS OF LAS VEGAS, INC.

  	
  OUTDOOR
  RESORTS MOTORCOACH 

  COUNTRY CLUB, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John W. Nepute

  	
   

  	
  By:

  	
  /s/ John W. Nepute

  	
   

  
	
  Title:  President

  	
  Title:  President

  
	
   

  	
   

  
	
  GE
  COMMERCIAL DISTRIBUTION 

  FINANCE CORPORATION

  	
  WELLS
  FARGO BANK, NATIONAL 

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/
  Timothy Wass

  	
   

  	
  By:

  	
  /s/
  Kathy Inman Lucier

  	
   

  
	
  Title:  Director of Underwriting

  	
  Title:  Vice President

  
	
   

  	
   

  
	
  UNION
  BANK OF CALIFORNIA, N.A.

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/
  Thmos Marks

  	
   

  	
  By:

  	
  /s/
  Brad DeSpain

  	
   

  
	
  Title:  Vice President

  	
  Title:  Senior Vice President

  
	
   

  	
   

  
	
  WASHINGTON
  MUTUAL BANK

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/
  Elizabeth Records

  	
   

  	
  By:

  	
  /s/
  Caron Carlyon

  	
   

  
	
  Title:  A.V.P., Credit Manager

  	
  Title:  Managing Director

  
	
   

  	
   

  
	
  NATIONAL
  CITY BANK OF INDIANA

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Mike Callas

  	
   

  	
   

  	
   

  
	
  Title:  Vice President

  	
   

  
															



 


5

















 


SCHEDULE I


 


1.                                      Revolving
Loan Commitments:


 


U.S. Bank National
Association  -  $19,308,146.44   
(22.715466396%)


 


Wells Fargo Bank,
National Association  -  $14,250,295.16    (16.765053131%)


 


Bank of America,
N.A.  - 
$11,666,174.72    (13.724911440%)


 


GE Commercial
Distribution Finance Corporation  -  $11,666,174.72    (13.724911440%)


 


Washington Mutual
Bank  - 
$11,600,944.53    (13.648170030%)


 


Union Bank of
California, N.A.  -  $10,547,225.50    (12.408500585%)


 


National City Bank
of Indiana  -  $5,961,038.93   
(7.012986977%)


 


2.                                      Term
Loan I Commitments:


 


U.S. Bank National
Association  -  $5,678,866.60   
(22.715466396%)


 


Wells Fargo Bank,
National Association  -   $4,191,263.28    (16.765053131%)


 


Bank of America,
N.A.  - 
3,431,227.86    (13.724911440%)


 


GE Commercial
Distribution Finance Corporation  -  $3,431,227.86    (13.724911440%)


 


Washington Mutual
Bank  - 
$3,412,042.51    (13.648170030%)


 


Union Bank of
California, N.A.  -  $3,102,125.15    (12.408500585%)


 


National City Bank
of Indiana  -  $1,753,246.74   
(7.012986977%)


 


3.                                      Term
Loan II Commitments:


 


U.S. Bank National
Association  -  $4,164,502.32   
(22.715466396%)


 


Wells Fargo Bank,
National Association  -  $3,073,593.19   (16.765053131%)


 


Bank of America,
N.A.  - 
$2,516,233.86    (13.724911440%)


 


GE Commercial
Distribution Finance Corporation  -  $2,516,233.86    (13.724911440%)


 


Washington Mutual
Bank  - 
$2,502,164.60    (13.648170030%)


 


6

















 


Union Bank of
California, N.A.  -  $2,274,891.86    (12.408500585%)


 


National City Bank
of Indiana  -  $1,285,714.33   
(7.012986977%)


 


4.                                      Swing
Loan Commitment:


 


U.S. Bank National
Association  -  $10,000,000     (100%)


 


5.                                      Applicable
Lending Office and Address for Notices for each Lender:


 


U.S. Bank
National Association

Oregon Commercial Banking

800 Willamette Street, 3rd Floor

PO Box 10553

Eugene, Oregon  97440

Attn:  Brett German

Telephone:  (541) 465-4104

Fax:  (541) 342-6712

Email:  brett.german@usbank.com


 


GE
Commercial Distribution Finance Corporation

2625 S. Plaza Drive, Suite 201

Tempe, AZ  85282

Attn: Timothy Wass, Director of Underwriting

Telephone:  (480) 449-7124

Fax:  (480) 829-3963

Email:  timothy.wass@ge.com


 


Wells
Fargo Bank, National Association

99 E. Broadway, 2nd Floor

Eugene, OR  97440

Attn: Kathy Lucier, Vice President

Telephone:  (541) 465-5965

Fax:  (541) 465-5764

Email:  lucierki@wellsfargo.com


 


Washington
Mutual Bank

1201 Third Avenue, WMT 1445

Seattle, WA  98101

Attn: Bruce Kendrex, Vice President

Telephone:  (206) 377-3888

Fax:  (206) 377-3812

Email:  bruce.kendrex@wamu.net


 


7

















 


Union
Bank of California, N.A.

407 SW Broadway

Portland, OR  97205

Attn:  Tom Marks, Vice President

Telephone:  (503) 225-3693

Fax:  (503) 225-2846

Email:  thomas.marks@uboc.com


 


Bank
of America, N.A.

121 SW Morrison, #1700

Portland, OR  97204

Attn: Brad DeSpain, Senior Vice President

Telephone:  (503) 275-1573

Fax:  (503) 275-1377

Email:  brad.w.despain@bankofamerica.com


 


National
City Bank of Indiana


1
National City Center, Suite 200 E


Indianapolis,
Indiana  46255


Attn:
Mike Callas


Telephone:  (317) 267-7443


Fax:  (317) 267-7441


Email:  mike.callas@nationalcity.com


 


8

















 


SCHEDULE
II


 


Pricing Schedule


 


 


	
   

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  	
  Level IV

  	
   

  	
  Level V

  	
   

  
	
  LIBOR
  Margin – Revolving Loans

  	
   

  	
  125

  	
   

  	
  150

  	
   

  	
  175

  	
   

  	
  200

  	
   

  	
  225

  	
   

  
	
  Prime
  Margin – Revolving Loans

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  25

  	
   

  	
  50

  	
   

  
	
  LIBOR
  Margin – Term Loans and Term Loans II

  	
   

  	
  150

  	
   

  	
  175

  	
   

  	
  200

  	
   

  	
  225

  	
   

  	
  250

  	
   

  
	
  Prime
  Margin – Term Loans and Term Loans II

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  25

  	
   

  	
  50

  	
   

  
	
  Fee
  Percentage

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  37.5

  	
   

  	
  50

  	
   

  	
  50

  	
   

  



 


For
purposes of this Pricing Schedule, the following terms have the following
meanings:


 


“Level I”
applies on any day if, on such day, the applicable Leverage Ratio is less than
1.00:1.


 


“Level II”
applies on any day if, on such day, the applicable Leverage Ratio is equal to
or greater than 1.00:1 and less than 1.25:1.


 


“Level III”
applies on any day if, on such day, the applicable Leverage Ratio is equal to
or greater than 1.25:1 and less than 1.50:1.


 


“Level IV”
applies on any day if, on such day, the applicable Leverage Ratio is equal to
or greater than 1.50:1 and less than 2.00:1.


 


“Level V”
applies on any day if, on such day, the applicable Leverage Ratio is 2.00:1 or
greater.


 


For
purposes of this Pricing Schedule, the Leverage Ratio shall be calculated once
every quarter based on the financial information most recently reported by
Borrowers’ Agent pursuant to Section 8.3 of the Agreement; provided,
however, that the Leverage Ratio shall not be computed on the financial
information most recently reported by Borrowers’ Agent until the later of the
first day of the month after receipt of such information or five Business Days
after the receipt thereof, and if the most recent report required pursuant to
Section 8.3 has not been delivered, or if Administrative Lender reasonably
objects to the accuracy of such report within five Business Days after the
receipt thereof, the next higher Level from the Level then in effect shall
apply until such time as the delinquent report is delivered or Administrative
Lender’s objections are resolved to Administrative Lender’s reasonable
satisfaction.


 


9