exhibit_101.htm


     

    
      

    


    Exhibit
10.1

     

    WAIVER
AND CONSENT

     

    WAIVER AND CONSENT, dated as
of January 13, 2009 (the "Waiver and Consent"),
to the Financing Agreement, dated as of November 6, 2008 (as amended, restated,
supplemented or otherwise modified from time to time the "Financing
Agreement"), by and among MONACO COACH CORPORATION, a Delaware
corporation ("Monaco"), each
subsidiary of Monaco listed as a "Borrower" on the signature pages thereto
(together with Monaco, each a "Borrower" and
collectively, the "Borrowers"), each
subsidiary of Monaco listed as a "Guarantor" on the signature pages thereto
(together with each other Person that becomes a "Guarantor" thereunder, each a
"Guarantor" and
collectively, the "Guarantors"), the
lenders from time to time party thereto (each a "Lender" and
collectively, the "Lenders"), ABLECO
FINANCE LLC, a Delaware limited liability company, 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").

     

    W I T N E S S E T H :

     

    WHEREAS,
the Borrowers, the Guarantors, the Agents and the Lenders are parties to the
Financing Agreement, pursuant to which the Lenders have made a term loan to the
Borrowers, in the aggregate principal amount of $39,300,000;

     

    WHEREAS,
the Loan Parties have requested that the Agents and the Required Lenders waive
any Events of Default arising by reason of (i) noncompliance with Section
7.03(d) of the Financing Agreement and (ii) Monaco's contemplated disposition of
the parcel of real property owned by it and described on Exhibit A hereto (the
"Disposed
Property") below the Release Price (as described in the Financing
Agreement) as required by Section 7.02(c)(iii) of the Financing Agreement;
and

     

    WHEREAS,
the Agents and the Required Lenders are willing to waive Section 7.03(d) and
Section 7.02(c)(iii) of the Financing Agreement, in each case, pursuant to the
terms and conditions set forth herein;

     

    NOW,
THEREFORE, in consideration of the premises and agreements herein, the parties
hereto hereby agree as follows:

     

    1. Definitions.  All
capitalized terms used herein and not otherwise defined shall have the meanings
assigned thereto in the Financing Agreement.

     

    2. Waiver and
Consent.

     

    (a) (i)           Subject
to the satisfaction of the conditions set forth in Section 4 hereof, the Agents
and the Required Lenders hereby consent to and waive any Event of Default that
would otherwise arise under Section 9.01(c) of the Financing Agreement or
otherwise as a result of a breach of Section 7.03(d) of the Financing
Agreement as of the date of delivery to the Working Capital Agent of the last
borrowing base certificate for the December 2008 fiscal month of the Borrowers;
provided, that
the Loan Parties have Availability and Qualified Cash of at least $5,800,000 as
of the date of delivery to the Working Capital Agent of the last borrowing base
certificate for the December 2008 fiscal month of the Borrowers.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii) Subject
to the conditions set forth in Section 4 hereof, the Agents and the Required
Lenders hereby consent to Monaco's disposition of the Disposed Property for Net
Cash Proceeds below the Release Price for the Disposed Property and waive any
Event of Default that would otherwise arise under Section 9.01(c) of the
Financing Agreement or otherwise as a result of a breach of
Section 7.02(c)(iii) of the Financing Agreement by reason of such
disposition; provided, that (A)
the Net Cash Proceeds of such disposition is not less than $270,509.95 and (B)
100% of such Net Cash Proceeds is applied to repay the Term Loan in accordance
with Section 2.05(c)(iv) of the Financing Agreement.

     

    (b) The
waivers and consents in Section 2(a)(i) and (a)(ii) shall be effective solely in
the event the express conditions set forth in Section 2(a)(i) and (a)(ii),
respectively, are satisfied and only in this specific instance and for the
specific purposes set forth herein and do not allow for any other or further
departure from the terms and conditions of the Financing Agreement or any other
Loan Document, which terms and conditions, except as otherwise expressly set
forth herein, shall remain in full force and effect.

     

    3. Representations.  Each
of the Loan Parties represents and warrants that on the Waiver Effective Date
(defined below), after giving effect to the waivers and consents set forth in
this Waiver and Consent, no Default or Event of Default has occurred and is
continuing on the Waiver Effective Date.

     

    4. Conditions to
Effectiveness.  This Waiver and Consent shall become effective
only upon, or substantially contemporaneously with, the satisfaction in full of
the following conditions precedent (the first date upon which all such
conditions have been satisfied being herein called the "Waiver Effective
Date"):

     

    (a) the
Agents, the Required Lenders and the Loan Parties shall have executed this
Waiver and Consent and shall have received counterparts of this Waiver and
Consent which bear the signatures of each Loan Party;

     

    (b) the Loan
Parties shall pay to the Collateral Agent for the benefit of the Lenders, in
immediately available funds, a fee in the amount of $200,000.00;

     

    (c) the Loan
Parties shall have commenced negotiations with the critical vendors listed on
Exhibit B
hereto in connection with the construction and development of Resort Property
Lots located in Naples, Florida and in Bay Harbor, Michigan regarding the
payment of outstanding payables;

     

    (d) the
Agents shall have received all fees and expenses required to be paid or
reimbursed by the Loan Parties pursuant hereto or the Financing Agreement or
otherwise, in each case to the extent invoiced to the Loan Parties on or prior
to the date hereof, including all such fees and expenses of counsel to the
Agents;

     

    (e) the
representations and warranties set forth in Section 3 shall be true and correct
as of the Waiver Effective Date; and

     

    (f) all other
legal matters incident to this Waiver and Consent shall be satisfactory to the
Agents and counsel to the Agents.

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5. Lien
Release.  Subject to satisfaction in full of the conditions set
forth in Section 4 hereof, the Collateral Agent shall deliver to Monaco a fully
executed release, in the form attached hereto as Exhibit C, releasing
the Lien securing the Obligations granted to the Collateral Agent on the
Disposed Property.

     

    6. Covenant.  The
Loan Parties shall continue to negotiate in good faith with the critical vendors
listed on Exhibit
B hereto, and the Loan Parties shall use commercially reasonable efforts
to enter into agreements with such critical vendors with respect to payment
schedules of remaining payables subject to terms and conditions satisfactory to
the Agents by February 9, 2009.

     

    7. General
Release.  Each Loan Party hereby acknowledges and agrees
that:  (a) neither it nor any of its Affiliates has any claim or cause
of action against any Agent or any Lender (or any of their respective
Affiliates, officers, directors, employees, attorneys, consultants or agents)
and (b) each Agent and each Lender has heretofore properly performed and
satisfied in a timely manner all of its obligations to such Loan Party and its
Affiliates under the Financing Agreement and the other Loan
Documents.  Notwithstanding the foregoing, the Agents and the Lenders
wish (and each Loan Party agrees) to eliminate any possibility that any past
conditions, acts, omissions, events or circumstances would impair or otherwise
adversely affect any of the Agents' and the Lenders' rights, interests, security
and/or remedies under the Financing Agreement and the other Loan
Documents.  Accordingly, for and in consideration of the agreements
contained in this Waiver and Consent and other good and valuable consideration,
each Loan Party (for itself and its Affiliates and the successors, assigns,
heirs and representatives of each of the foregoing) (collectively,
the "Releasors") does
hereby fully, finally, unconditionally and irrevocably release and forever
discharge each Agent, each Lender and each of their respective Affiliates,
officers, directors, employees, attorneys, consultants and agents (collectively,
the "Released
Parties") from any and all debts, claims, obligations, damages, costs,
attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of
action, in each case, whether known or unknown, contingent or fixed, direct or
indirect, and of whatever nature or description, and whether in law or in
equity, under contract, tort, statute or otherwise, which any Releasor has
heretofore had or now or hereafter can, shall or may have against any Released
Party by reason of any act, omission or thing whatsoever done or omitted to be
done on or prior to the Waiver Effective Date arising out of, connected with or
related in any way to this Waiver and Consent, the Financing Agreement or any
other Loan Document, or any act, event or transaction related or attendant
thereto, or the agreements of any Agent or any Lender contained therein, or the
possession, use, operation or control of any of the assets of each Loan Party,
or the making of any Loans or other advances, or the management of such Loans or
advances or the Collateral on or prior to the Waiver Effective
Date.

     

    8. Indemnity and
Expenses.

     

    (a) Each of
the Loan Parties, jointly and severally, hereby agree to indemnify the Agents,
the Lenders and their respective employees, agents, members and affiliates from
and against any and all claims, losses and liabilities growing out of or
resulting from this Waiver and Consent, except claims, losses or liabilities
resulting solely and directly from any such indemnified Person's gross
negligence or willful misconduct as determined by a final judgment of a court of
competent jurisdiction.

     

    (b) Each of
the Loan Parties, jointly and severally, hereby agree to pay to the Agents upon
demand the amount of any and all costs and expenses, including the fees,
disbursements and other client charges of the Agents' counsel, which the Agents
may incur in connection with this Waiver and Consent.

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    9. Miscellaneous.

     

    (a) THIS
WAIVER AND CONSENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.

     

    (b) This
Waiver and Consent 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 Waiver
and Consent by telefacsimile or electronic mail shall be equally as effective as
delivery of an original executed counterpart of this Waiver and
Consent.

     

    (c) This
Waiver and Consent shall be binding upon and inure to the benefit of each Loan
Party, each Agent, and each Lender, and their respective successors and
assigns.

     

    (d) The
Borrowers and the Guarantors hereby acknowledge and agree that this Waiver and
Consent constitutes a "Loan Document" under the Financing
Agreement.  Accordingly, it shall be an Event of Default under the
Financing Agreement (i) if any representation or warranty made by any Loan Party
under or in connection with this Waiver and Consent shall have been untrue,
false or misleading in any material respect when made or (ii) if any Loan Party
fails to comply with any covenant contained herein.

     

    (e) Except as
expressly set forth herein, this Waiver and Consent is not, and shall not be
deemed to be, a waiver of, or a consent to, any Default or Event of Default now
existing or hereafter arising under the Financing Agreement or any of the other
Loan Documents, and the Agents and the Lenders fully and specifically reserve
any and all rights, powers, privileges and remedies under the Financing
Agreement and the other Loan Documents with respect to any such Default or Event
of Default.

     

    (f) EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS WAIVER, CONSENT AND ACKNOWLEDGMENT
OR THE ACTIONS OF THE AGENTS AND THE LENDERS IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT HEREOF.

     


    
      
        
          
            	
                     

                  	 
      	 
      


          

          


        

         


      

      
        4

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Waiver and Consent to be
executed by their respective officers thereunto duly authorized as of the day
and year 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

                 

              	 
      	 
      


      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	 
      	
              SIGNATURE
      RESORTS OFMICHIGAN, 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

               

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


    

    



    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      
        	 
      	
                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

                 

              	 
      	 
      


      

    

    


     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


     

    
      
        
          	 
      	
                  ADMINISTRATIVE AGENT,
      COLLATERAL

                
	 
      	 
      	
                  AGENT AND LENDER:

                
	 
      	 
      	 
      	 
      
	 
      	
                  ABLECO
      FINANCE LLC

                	 
      	 
      
	 
      	
                
	 
      	
                  By:

                	
                  /s/
      Kevin Genda

                	 
      	 
      
	 
      	 
      	
                  Name:

                	
                  Kevin
      Genda

                	 
      	 
      
	 
      	 
      	
                  Title:

                	
                  Vice
      Chairman

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


        

      

    

    


     

    


    


    



    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

     

    Description of the Disposed
Property

     

    


     

    PART OF
THE SOUTH HALF OF THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 36, TOWNSHIP 36
NORTH OF RANGE 4 EAST SITUATE IN OLIVE TOWNSHIP, ELKHART COUNTY, STATE OF
INDIANA AND BEING MORE PARTICULARLY DESRIBED AS FOLLOWS:

     

    COMMENCING
AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 36;
THENCE NORTH 00° 20’ 38” WEST ALONG THE WEST LINE OF SAID QUARTER SECTION A
DISTANCE OF 328.72 FEET TO THE PLACE OF BEGINNING OF THIS DESCRIPTION; THENCE
CONTINUING NORTH 00° 20’ 38” WEST ALONG THE WEST LINE OF SAID QUARTER SECTION A
DISTANCE OF 566.4 FEET; THENCE NORTH 88° 21’ 49” EAST A DISTANCE OF 348 FEET;
THENCE NORTH 89° 53’ 00” EAST A DISTANCE OF 82.36 FEET; THENCE NORTH 00° 20’ 38”
WEST PARALLEL WITH THE SAID WEST LINE A DISTANCE OF 404.59 FEET TO A POINT ON
THE NORTH LINE OF THE SOUTH HALF OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID
SECTION 36; THENCE NORTH 89° 53’ 00” EAST ALONG THE SAID NORTH LINE A DISTANCE
OF 220.67 FEET TO THE NORTHEAST CONRER OF THE SOUTH HALF OF THE SOUTHWEST
QUARTER (SW 1/4) OF SAID SECTION SECTION 36; THENCE SOUTH ALONG THE EAST LINE OF
SAID QUARTER SECTION A DISTANCE OF 561.54 FEET; THENCE SOUTH 89° 43’ 34” WEST A
DISTANCE OF 726 FEET; THENCE SOUTH 00° 14’ 45” EAST A DISTANCE OF 423.95 FEET;
THENCE NORTH 89° 54’ 00” WEST ALONG THE NORTH LINE OF THE HOOVER SUBDIVISION AND
SAID LINE EXTENDED A DISTANCE OF 1923.26 FEET TO THE PLACE OF BEGINNING OF THIS
DESCRIPTION.

     

    


    


    


     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

     

    Critical
Vendors

     

     

    Naples,
Florida:

     

     

    
      	
              ·  

            	
              Acunto
      Landscaping

            


    

     

     

    
      	
              ·  

            	
              Nassau
      Pools

            


    

     

     

    
      	
              ·  

            	
              QE
      (Quality Enterprises)

            


    

     

     

    
      	
              ·  

            	
              The
      Electrical Connection

            


    

     

     

    


     

     

    Bay Harbor,
Michigan:

     

     

    
      	
              ·  

            	
              Donn
      Vidosh

            


    

     

     

    
      	
              ·  

            	
              Harbor
      Springs Excavation

            


    

     

     

    
      	
              ·  

            	
              Marc
      Dutton Irrigation

            


    

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    EXHIBIT
C

    
       

      Form of Lien
Release

       

       

    

    
      PARTIAL
RELEASE OF MORTGAGE

      


      Notice is
hereby given that any lien created by the mortgage executed by Monaco Coach
Corporation in favor of Ableco Finance, LLC and filed with the Elkhart County
Recorder as Document Number 2008-26861 (the “Mortgage”) is rescinded and
released with respect to the real property which is more particularly described
as:

      


      PART OF
THE SOUTH HALF OF THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 36, TOWNSHIP OF 36
NORTH OF RANGE 4 EAST SITUATE IN OLIVE TOWNSHIP, ELKHART COUNTY, STATE OF
INDIANA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

      


      COMMENCING
AT THE SOUTHWEST CORNER OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID SECTION 36,
THENCE NORTH 00° 20’ 38” WEST ALONG THE WEST LINE OF SAID QUARTER SECTION A
DISTANCE OF 328.72 FEET TO THE PLACE OF BEGINNING OF THIS DESCRIPTION; THENCE
CONTINUING NORTH 00° 20’ 38” WEST ALONG THE WEST LINE OF SAID QUARTER SECTION A
DISTANCE OF 566.4 FEET; THENCE NORTH 88° 21’ 49” EAST A DISTANCE OF 348 FEET;
THENCE NORTH 89° 53’ 00” EAST A DISTANCE OF 82.36 FEET; THENCE NORTH 00° 20’ 38”
WEST PARALLEL WITH THE SAID WEST LINE A DISTANCE OF 404.59 FEET TO A POINT ON
THE NORTH LINE OF THE SOUTH HALF OF THE SOUTHWEST QUARTER (SW 1/4) OF SAID
SECTION 36; THENCE NORTH 89° 53’ 00” EAST ALONG THE SAID NORTH LINE A DISTANCE
OF 220.67 FEET TO THE NORTHEAST CORNER OF THE SOUTH HALF OF THE SOUTHWEST
QUARTER (SW 1/4) OF SAID SECTION 36; THENCE SOUTH ALONG THE EAST LINE OF SAID
QUARTER SECTION A DISTANCE OF 561.54 FEET; THENCE SOUTH 89° 43’ 34” WEST A
DISTANCE OF 726 FEET; THENCE SOUTH 00° 14’ 45” EAST A DISTANCE OF 423.95 FEET;
THENCE NORTH 89° 54’ 00” WEST ALONG THE NORTH LINE OF THE HOOVER SUBDIVISION AND
SAID LINE EXTENDED A DISTANCE OF 1923.26 FEET TO THE PLACE OF BEGINNING OF THIS
DESCRIPTION.

      


      


      This
instrument shall constitute legal notice that the Mortgage and any claim of lien
arising thereunder is completely and irrevocably released as to the
above-described real property.  This instrument shall not affect,
diminish nor impair the liens against any remaining property covered, affected
by or described in the Mortgage, nor any other property covered, affected by or
described in any security instrument, any financing agreement, or any other
instrument, other than the above-described real property.

      


      DATED
this ______ day of January, 2009.

      


      
        	 
      	
                Ableco
      Finance, LLC,

              	 
      	 
      
	 
      	
                a
      Delaware limited liability company

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      	 
      
	 
      	
                Title:

              	 
      	 
      




    

    


    11