**Exhibit 10.1**

 

**WAIVERAGREEMENT**

 

THIS WAIVER AGREEMENT isentered into as of July 29, 2008 by and among MONACO COACH CORPORATION, aDelaware corporation, SIGNATURE MOTORCOACH RESORTS, INC., a Delawarecorporation formerly known as MCC Acquisition Corporation, OUTDOOR RESORTS OFLAS VEGAS, INC., a Nevada corporation, OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB,INC., a California corporation, NAPLES MOTORCOACH RESORT, INC., a Floridacorporation formerly known as Outdoor Resorts of Naples, Inc., R-VISIONHOLDINGS LLC, a Delaware limited liability company, R-VISION, INC., an Indianacorporation, R-VISION MOTORIZED LLC, an Indiana limited liability company,BISON MANUFACTURING, LLC, an Indiana limited liability company, ROADMASTER LLC,an Indiana limited liability company, LA QUINTA MOTORCOACH RESORT, INC., aCalifornia corporation, PORT OF THE ISLES MOTORCOACH RESORT, INC., a Floridacorporation, and SIGNATURE RESORTS OF MICHIGAN, INC., a Michigan corporation,(each of the foregoing parties individually referred to as “Borrower” and allcollectively referred to as “Borrowers”), each of the Lenders signatory heretoand U.S. BANK NATIONAL ASSOCIATION, as the Administrative Lender.

 

WHEREAS, Borrowers, Lendersand Administrative Lender are parties to that certain Third Amended andRestated Credit Agreement dated November 18, 2005 (as previously amended,the “Credit Agreement”);

 

WHEREAS Borrowers failed tocomply with the requirements of Sections 10.1, 10.3 and 10.4 of the CreditAgreement as of Parent’s second fiscal quarter of 2008 (collectively, the “ExistingDefaults”); and

 

WHEREAS, the parties desireto waive the Existing Defaults on the terms set forth below;

 

NOW, THEREFORE, inconsideration of the mutual covenants and promises of the parties containedherein, Borrowers, Lenders and Administrative Lender hereby agree as follows:

 

**1.             Definitions.**    All capitalized terms used but not definedherein shall have the meaning attributed to them in the Credit Agreement.

 

**2.             Borrowers’ Acknowledgments.  ** Each Borrower hereby acknowledges and agreesas follows:  (a) it is obligated toLenders pursuant to the Loan Documents; (b) the Loan Documents are legal,valid and binding obligations of Borrower enforceable in accordance with theirterms; and (c) it has no defense, offset, claim or counterclaim withrespect to any of the Loan Documents or its obligations thereunder.

 

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**3.             Waiver.**    The Existing Defaults are herebywaived.  This Waiver Agreement is notintended to be and is not a waiver by any Lender of any Default other than theExisting Defaults.  Lenders’ willingnessto grant the waiver set forth above shall not be construed as a willingness byany Lender to grant any subsequent waiver of any of Borrowers’ obligations toany Lender.  All of the provisions of theCredit Agreement and the other Loan Documents remain in full force and effect.

 

**4.             GENERAL RELEASE.**    IN CONSIDERATION OF THE BENEFITS PROVIDEDTO EACH BORROWER UNDER THE TERMS AND PROVISIONS HEREOF, EACH BORROWER HEREBYAGREES AS FOLLOWS (“GENERAL RELEASE”):

 

(A)         EACH BORROWER, FOR ITSELF AND ON BEHALF OF ITS RESPECTIVESUCCESSORS AND ASSIGNS, DOES HEREBY RELEASE, ACQUIT AND FOREVER DISCHARGELENDERS, ALL OF LENDERS’ PREDECESSORS IN INTEREST, AND ALL OF LENDERS’ PAST ANDPRESENT OFFICERS, DIRECTORS, ATTORNEYS, AFFILIATES, EMPLOYEES AND AGENTS, OFAND FROM ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS, LIABILITIES, INDEBTEDNESS,BREACHES OF CONTRACT, BREACHES OF DUTY OR OF ANY RELATIONSHIP, ACTS, OMISSIONS,MISFEASANCE, MALFEASANCE, CAUSES OF ACTION, DEFENSES, OFFSETS, DEBTS, SUMS OFMONEY, ACCOUNTS, COMPENSATION, CONTRACTS, CONTROVERSIES, PROMISES, DAMAGES,COSTS, LOSSES AND EXPENSES, OF EVERY TYPE, KIND, NATURE, DESCRIPTION ORCHARACTER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, LIQUIDATED ORUNLIQUIDATED, EACH AS THOUGH FULLY SET FORTH HEREIN AT LENGTH (EACH, A “RELEASEDCLAIM” AND COLLECTIVELY, THE “RELEASED CLAIMS”), THAT BORROWER NOW HAS OR MAY ACQUIREAS OF THE DATE HEREOF (THE “RELEASE DATE”), INCLUDING WITHOUT LIMITATION, THOSERELEASED CLAIMS IN ANY WAY ARISING OUT OF, CONNECTED WITH OR RELATED TO ANY ANDALL PRIOR CREDIT ACCOMMODATIONS, IF ANY, PROVIDED BY ANY LENDER, OR ANY OFLENDERS’ PREDECESSORS IN INTEREST, TO BORROWER, AND ANY AGREEMENTS, NOTES ORDOCUMENTS OF ANY KIND RELATED THERETO OR THE TRANSACTIONS CONTEMPLATED THEREBYOR HEREBY, OR ANY OTHER AGREEMENT OR DOCUMENT REFERRED TO HEREIN OR THEREIN.

 

(B)         EACH BORROWER HEREBY ACKNOWLEDGES, REPRESENTS AND WARRANTSTO LENDERS THAT:  (i) IT AGREES TOASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSESAND RELEASED CLAIMS WHICH ARE RELEASED BY THE PROVISIONS OF THIS GENERALRELEASE IN FAVOR OF LENDERS, AND EACH BORROWER HEREBY WAIVES AND RELEASES ALLRIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY LAW WITH REGARD TOTHE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES ANDRELEASED CLAIMS; (ii) IT HAS HAD AN OPPORTUNITY TO OBTAIN A LAWYER’SADVICE 

 

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CONCERNING THE LEGALCONSEQUENCES OF EACH OF THE PROVISIONS OF THIS GENERAL RELEASE; (iii) NONEOF THE PROVISIONS OF THIS GENERAL RELEASE SHALL BE CONSTRUED AS OR CONSTITUTEAN ADMISSION OF ANY LIABILITY ON THE PART OF ANY LENDER OR OTHER PERSONRELEASED HEREBY; (iv) THE PROVISIONS OF THIS GENERAL RELEASE SHALLCONSTITUTE AN ABSOLUTE BAR TO ANY RELEASED CLAIM OF ANY KIND, WHETHER ANY SUCHRELEASED CLAIM IS BASED ON CONTRACT, TORT, WARRANTY, MISTAKE OR ANY OTHERTHEORY, WHETHER LEGAL, STATUTORY OR EQUITABLE; AND (v) ANY ATTEMPT TOASSERT A RELEASED CLAIM BARRED BY THE PROVISIONS OF THIS GENERAL RELEASE SHALLSUBJECT BORROWER TO THE PROVISIONS OF APPLICABLE LAW SETTING FORTH THE REMEDIESFOR THE BRINGING OF GROUNDLESS, FRIVOLOUS OR BASELESS CLAIMS OR CAUSES OFACTION.

 

**5.             Fees.**    Upon execution of this Waiver Agreement,Borrower shall pay to Administrative Agent, for the ratable benefit of eachLender executing this Waiver Agreements, a fee of $326,785.70.  In addition, Borrowers shall pay toAdministrative Lender, for Administrative Lender’s own account, the fee setforth in that certain fee letter from U.S. Bank to Borrower’s Agent of evendate herewith.

 

**6.             Effective Date.**    Upon payment of the fees set forth above,this Waiver Agreement shall be effective as of the date first written above.

 

**7.             Miscellaneous.**

 

7.1          This Waiver Agreement may be executed in any number ofcounterparts, each of which when executed and delivered shall be deemed to bean original, and all of which when taken together shall constitute one and thesame agreement.  Delivery of an executedsignature page of this Waiver Agreement by fax or in PDF format by emailshall be effective as delivery of a manually executed counterpart hereof.

 

7.2          EACH OF BORROWERS, ADMINISTRATIVE LENDER AND LENDERSHEREBY:  (A) SUBMITS TO THEEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF OREGON AND THE FEDERALCOURTS OF THE UNITED STATES FOR THE DISTRICT OF OREGON FOR THE PURPOSE OF ANYACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS,INCLUDING, WITHOUT LIMITATION, THIS WAIVER AGREEMENT; (B) AGREES THAT ALLCLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD ANDDETERMINED IN SUCH COURTS; (C) IRREVOCABLY WAIVES (TO THE FULL EXTENTPERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVETO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THEFOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION ORPROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; AND (D) AGREESTHAT A 

 

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FINAL JUDGMENT IN ANY SUCHACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHERJURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW.

 

7.3           EACH OF BORROWERS, ADMINISTRATIVE LENDER AND LENDERS, TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALLRIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM OR OTHERLITIGATION IN ANY WAY ARISING OUT OF OR RELATING TO THIS WAIVER AGREEMENT, ANYOTHER OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS OR EVENTS REFERENCEDHEREIN OR THEREIN OR CONTEMPLATED HEREBY OR THEREBY, WHETHER WITH RESPECT TOCONTRACT 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 FILEDWITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER OF THE RIGHT TO TRIAL BY JURYAND THE CONSENT TO TRIAL BY COURT.

 

7.4           This Waiver Agreement shall be governed by and construedin accordance with the laws of the State of Oregon, without regard to the conflictsof laws provisions thereof.

 

[INTENTIONALLY LEFT BLANK]

 

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INWITNESS WHEREOF, Borrowers, Lenders and Administrative Lender have executedthis Waiver Agreement and Waiver 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 OF LAS  VEGAS,   INC.                             |                       | OUTDOOR RESORTS MOTORCOACH    COUNTRY CLUB, 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 HOLDINGS LLC                                           |
|                                                              |                       |                                                            |
|                                                              |                       |                                                            |
| By:                                                               | /s/: P. Martin Daley       |                                                            | By: | /s/: P. Martin Daley |
| Title: VP/CFO/Treasurer  and Director                             |                       |  Title: VP/Treasurer                                       |
|                                                              |                       |                                                            |
| R-VISION, INC.                                                    |                       | R-VISION MOTORIZED LLC   By: R-Vision Holdings LLC, its manager |
|                                                              |                       |                                                            |
| By:                                                               |  /s/: P. Martin Daley |                                                            | By: | /s/: P. Martin Daley |
| Title: VP/Treasurer                                               |                       | Title: VP/Treasurer                                             |
|                                                              |                       |                                                            |
| BISON MANUFACTURING, LLC   By: R-Vision Holdings LLC, its manager |                       | ROADMASTER LLC   By: R-Vision Holdings LLC, its manager         |
|                                                              |                       |                                                            |
| By:                                                               | /s/: P. Martin Daley       |                                                            | By: | /s/: P. Martin Daley |
| Title: VP/Treasurer                                               |                       | Title: VP/Treasurer                                             |

 

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| LA QUINTA MOTORCOACH  RESORT,   INC.              |                  | PORT OF THE ISLES MOTORCOACH  RESORT,   INC. |
|---------------------------------------------------|-----------------------|----------------------------------------------|
|                                              |                  |                                         |
| By:                                               | /s/: P. Martin Daley  |                                         | By: | /s/: P. Martin Daley |
| Title: VP/CFO/Treasurer  and Director             |                  | Title: VP/Treasurer                          |
|                                              |                  |                                         |
| SIGNATURE RESORTS OF  MICHIGAN,   INC.            |                  | U.S. BANK NATIONAL  ASSOCIATION              |
|                                              |                  |                                         |
| By:                                               | /s/: P. Martin Daley  |                                         | By: | /s/: Oran Coffin |
| Title: VP/Treasurer                               |                  | Title: Vice President                        |
|                                              |                  |                                         |
| NATIONAL CITY BANK OF  INDIANA                    |                  | BANK OF AMERICA, N.A.                        |
|                                              |                  |                                         |
|                                              |                  |                                         |
| By:                                               | /s/: David G. McNeely |                                         | By: | /s/: Michael Snook |
| Title: Senior Vice  President                     |                  | Title: Vice President                        |
|                                              |                  |                                         |
| BANK OF THE WEST                                  |                  | WELLS FARGO BANK, NATIONAL    ASSOCIATION    |
|                                              |                  |                                         |
|                                              |                  |                                         |
| By                                                | /s/: Brett German     |                                         | By: | /s/: Mark Tatum |
| Title: Vice President                             |                  | Title: Vice President                        |
|                                              |                  |                                         |
| GE COMMERCIAL DISTRIBUTION    FINANCE CORPORATION |                  | UNION BANK OF CALIFORNIA,  N.A.              |
|                                              |                  |                                         |
| By:                                               | /s/:                  |                                         | By: | /s/: Mike W. Hart |
| Title: Credit Director                            |                  | Title: Senior Vice  President                |

 

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