**Exhibit 10.6.4**

** **

**WAIVER AGREEMENTAND FOURTH AMENDMENT**

**TO**

**THIRD AMENDED ANDRESTATED CREDIT AGREEMENT**

** **

THIS WAIVERAGREEMENT AND FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT(the “Fourth Amendment”) is entered into as of April 23, 2008 by and amongMONACO COACH CORPORATION, a Delaware corporation, SIGNATURE MOTORCOACH RESORTS,INC., a Delaware corporation formerly known as MCC Acquisition Corporation,OUTDOOR RESORTS OF LAS VEGAS, INC., a Nevada corporation, OUTDOOR RESORTSMOTORCOACH COUNTRY CLUB, INC., a California corporation, NAPLES MOTORCOACHRESORT, INC., a Florida corporation formerly known as Outdoor Resorts of Naples, Inc.(“Naples Resorts”), R-VISION HOLDINGS LLC, a Delaware limited liabilitycompany, R-VISION, INC., an Indiana corporation, R-VISION MOTORIZED LLC, anIndiana limited liability company, BISON MANUFACTURING, LLC, an Indiana limitedliability 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 (“SignatureMichigan”) (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 (other than Signature Michigan, which is joining as a Borrower inthis Fourth Amendment), Lenders and Administrative Lender are parties to thatcertain Third Amended and Restated Credit Agreement dated November 18, 2005(as previously amended, the “Credit Agreement”);

 

WHEREASSignature Michigan is joining in the Credit Agreement as a Borrower;

 

WHEREAS,the parties desire to address Borrowers’ failure to comply with therequirements of Sections 10.1 and 10.3 of the Credit Agreement as of Parent’sfirst fiscal quarter of 2008 (collectively, the “Existing Defaults”); and

 

WHEREAS,the parties desire to waive the Existing Defaults and to amend the CreditAgreement in the manner set forth below;

 

NOW,THEREFORE, in consideration of the mutual covenants and promises of the partiescontained herein, Borrowers, Lenders and Administrative Lender hereby agree asfollows:

 

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

 

**2.****                                     ****Borrowers’ Acknowledgments****.  ** Each Borrowerhereby acknowledges and agrees as follows: (a) it is obligated to Lenders pursuant to the Loan Documents; (b) theLoan Documents are legal, valid and binding obligations of Borrower enforceablein accordance with their terms; and (c) it has no defense, offset, claimor counterclaim with respect to any of the Loan Documents or its obligationsthereunder.

 

**3.****                                     ****Waiver****.**    The ExistingDefaults are hereby waived.  This FourthAmendment is not intended to be and is not a waiver by any Lender of anyDefault other than the Existing Defaults. Lenders’ willingness to grant the waiver set forth above shall not beconstrued as a willingness by any Lender to grant any subsequent waiver of anyof Borrowers’ obligations to any Lender. All of the provisions of the Credit Agreement and other Loan Documents,as modified hereby, shall remain in full force and effect.

 

**4.****                                     ****Section 1.1 of theCredit Agreement****. **  Section 1.1of the Credit Agreement is amended to revise the definition of “Borrowing Base”in its entirety to read as follows:

 

“**Borrowing Base**” means, as of any date of determination, anamount equal to the following amount:

 

(a)                                  85% of the outstanding Eligible Accounts;

 

(b)                                 plus 50% of Eligible Inventory consisting of rawmaterials, valued at the lower of cost (determined on a “first in, first out”basis) or market value;

 

(c)                                  plus the lesser of $50,000,000 or 90% of EligibleInventory consisting of finished goods, valued at the lower of cost (determinedon a “first in, first out” basis) or market value;

 

(d)                                 less the outstanding balance of all accounts payable withrespect to chassis which are secured in whole or in part; and

 

(e)                                  less the outstanding balance of the Term Loans.

 

**5.****                                     ****Section 8.3 of theCredit Agreement****.**  Items (vi) and (vii) of Section 8.3of the Credit Agreement are replaced with the following items (vi) –(viii):

 

(vi)                              as soon as available but not later than30 days after and as of the end of each fiscal month of Parent, a consolidatedbalance sheet of Parent and the Subsidiaries as of the end of such fiscal monthand consolidated statement of earnings and cash flow of Parent and theSubsidiaries for such fiscal month and for fiscal year-to-date, together with acomparison of Parent’s financial condition for such fiscal month andyear-to-date with the corresponding fiscal month and year-to-date in Parent’simmediately preceding fiscal year;

 

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(vii)                           a Borrowing Base Certificate not laterthan 30 days after and as of the end of each fiscal month of Parent; and

 

(viii)                        from time to time such other informationas Administrative Lender may reasonably request.

 

**6.****                                     ****Schedule II****.    **Schedule II to the Credit Agreementis replaced with the Schedule II attached hereto.

 

**7.****                                     ****Joinder of SignatureResorts of Michigan, Inc.**** **  For good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, Signature Resorts of Michigan, Inc. hereby becomes a partyto the Credit Agreement (as amended hereby) as a Borrower with the same forceand effect as if it had been an original signatory to the Credit Agreement,including, without limitation, granting a security interest pursuant to Section 5.1of the Credit Agreement in all of its rights in the Collateral.

 

**8.****                                     ****Monthly Projections****.   **On or before May 9, 2008, Borrowers’ Agent shallfurnish to Administrative Lender detailed projections setting forth Parent’sprojected consolidated income and cash flow on a monthly basis for the 12fiscal months beginning with the fourth fiscal month of Parent’s 2008 fiscalyear and Parent’s projected consolidated balance sheet as of the end of eachsuch fiscal month, together with a certificate of Parent’s principal financialofficer setting forth the assumptions on which such projections are based.

 

**9.****                                     ****Q1 2007 and 2008 FinancialStatements****.**    On or before May 9, 2008, Borrower’sAgent shall furnish to Administrative Lender a consolidated balance sheet ofParent and the Subsidiaries as of the end of each fiscal month in Parent’sfirst fiscal quarter of 2008 and consolidated statement of earnings and cashflow of Parent and the Subsidiaries for each such fiscal month and for fiscalyear-to-date as of the end of each such fiscal month, together with acomparison of Parent’s financial condition for each such fiscal month andyear-to-date with the corresponding fiscal month and year-to-date in Parent’s 2007fiscal year

 

**10.****                              ****Borrowers’ Representationsand Warranties****.**    Each Borrower hereby represents andwarrants to Lenders that:

 

10.1                           Borrower has all requisite corporate orlimited liability company power and authority to execute, deliver and carry outthis Fourth Amendment.  Borrower hastaken all corporate or limited liability company action necessary to authorizethe execution, delivery and performance of this Fourth Amendment and has dulyexecuted and delivered this Fourth Amendment. This Fourth Amendment constitutes the valid and legally bindingobligation of Borrower enforceable against it in accordance with its terms.

 

10.2                           Upon the waiver of the Existing Defaults,no Default will exist or will be continuing under the Loan Documents.

 

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10.3                           No oral or written statement by anyLender, other than within this Fourth Amendment, or of any of its affiliates,officers or representatives shall constitute a representation, covenant,warranty or agreement on the part of any Lender to restructure in any way anyof the Obligations, to waive any breach or Default or to forbear fromexercising any remedies.  The practicesand methods of dealing between Lenders (or any of them) and Borrower inconnection with this Fourth Amendment shall not constitute evidence or createany expectation or reliance on the part of Borrower applicable to any futuretransaction or accommodation by Lenders (or any of them).

 

**11.****                              ****GENERAL RELEASE****.**    IN CONSIDERATIONOF THE BENEFITS PROVIDED TO EACH BORROWER UNDER THE TERMS AND PROVISIONSHEREOF, EACH BORROWER HEREBY AGREES AS FOLLOWS (“GENERAL RELEASE”):

 

(A)                              EACH BORROWER, FOR ITSELF AND ON BEHALFOF ITS RESPECTIVE SUCCESSORS AND ASSIGNS, DOES HEREBY RELEASE, ACQUIT ANDFOREVER DISCHARGE LENDERS, ALL OF LENDERS’ PREDECESSORS IN INTEREST, AND ALL OFLENDERS’ PAST AND PRESENT OFFICERS, DIRECTORS, ATTORNEYS, AFFILIATES, EMPLOYEESAND AGENTS, OF AND 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 OF MONEY, ACCOUNTS, COMPENSATION, CONTRACTS, CONTROVERSIES,PROMISES, DAMAGES, COSTS, LOSSES AND EXPENSES, OF EVERY TYPE, KIND, NATURE,DESCRIPTION OR CHARACTER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED,LIQUIDATED OR UNLIQUIDATED, EACH AS THOUGH FULLY SET FORTH HEREIN AT LENGTH(EACH, A “RELEASED CLAIM” AND COLLECTIVELY, THE “RELEASED CLAIMS”), THATBORROWER NOW HAS OR MAY ACQUIRE AS OF APRIL 23, 2008 (THE “RELEASEDATE”), INCLUDING WITHOUT LIMITATION, THOSE RELEASED CLAIMS IN ANY WAY ARISINGOUT OF, CONNECTED WITH OR RELATED TO ANY AND ALL PRIOR CREDIT ACCOMMODATIONS,IF ANY, PROVIDED BY ANY LENDER, OR ANY OF LENDERS’ PREDECESSORS IN INTEREST, TOBORROWER, AND ANY AGREEMENTS, NOTES OR DOCUMENTS OF ANY KIND RELATED THERETO ORTHE TRANSACTIONS CONTEMPLATED THEREBY OR HEREBY, OR ANY OTHER AGREEMENT ORDOCUMENT REFERRED TO HEREIN OR THEREIN.

 

(B)                                EACH BORROWER HEREBY ACKNOWLEDGES,REPRESENTS AND WARRANTS TO LENDERS THAT:  (i) IT AGREES TO ASSUME THE RISK OF ANYAND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES AND RELEASED CLAIMSWHICH ARE RELEASED BY THE PROVISIONS OF THIS GENERAL RELEASE IN FAVOR OFLENDERS, AND EACH BORROWER HEREBY WAIVES AND RELEASES ALL RIGHTS AND BENEFITSWHICH IT MIGHT OTHERWISE HAVE UNDER ANY LAW WITH REGARD TO THE RELEASE OF SUCH 

 

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UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES ANDRELEASED CLAIMS; (ii) IT HAS HAD AN OPPORTUNITY TO OBTAIN A LAWYER’SADVICE CONCERNING THE LEGAL CONSEQUENCES OF EACH OF THE PROVISIONS OF THISGENERAL RELEASE; (iii) NONE OF THE PROVISIONS OF THIS GENERAL RELEASESHALL BE CONSTRUED AS OR CONSTITUTE AN ADMISSION OF ANY LIABILITY ON THE PART OFANY LENDER OR OTHER PERSON RELEASED HEREBY; (iv) THE PROVISIONS OF THISGENERAL RELEASE SHALL CONSTITUTE AN ABSOLUTE BAR TO ANY RELEASED CLAIM OF ANYKIND, WHETHER ANY SUCH RELEASED CLAIM IS BASED ON CONTRACT, TORT, WARRANTY,MISTAKE OR ANY OTHER THEORY, WHETHER LEGAL, STATUTORY OR EQUITABLE; AND (v) ANYATTEMPT TO ASSERT A RELEASED CLAIM BARRED BY THE PROVISIONS OF THIS GENERALRELEASE SHALL SUBJECT BORROWER TO THE PROVISIONS OF APPLICABLE LAW SETTINGFORTH THE REMEDIES FOR THE BRINGING OF GROUNDLESS, FRIVOLOUS OR BASELESS CLAIMSOR CAUSES OF ACTION.

 

**12.****                              ****Fee****.**    Uponexecution of this Fourth Amendment, Borrower shall pay to Administrative Agent,for the ratable benefit of Lenders, a fee of $198,214.28.

 

**13.****                              ****Effective Date****.**    Upon paymentof the fee set forth above, this Fourth Amendment shall be effective as of thedate first written above.

 

**14.****                              ****Ratification****.**  Except asotherwise provided in this Fourth Amendment, all of the provisions of theCredit Agreement are ratified and confirmed and shall remain in full force andeffect.

 

**15.****                              ****One Agreement****.**  The CreditAgreement, as modified by the provisions of this Fourth Amendment, shall beconstrued as one agreement.

 

**16.****                              ****Miscellaneous****.**

 

16.1                           This Fourth Amendment may be executed inany number of counterparts, each of which when executed and delivered shall bedeemed to be an original, and all of which when taken together shall constituteone and the same agreement.  Delivery ofan executed signature page of this Fourth Amendment by fax or in PDFformat by email shall be effective as delivery of a manually executedcounterpart hereof.

 

16.2                           EACH OF BORROWERS, ADMINISTRATIVE LENDERAND LENDERS HEREBY:  (A) SUBMITS TOTHE EXCLUSIVE 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 FOURTH AMENDMENT; (B) AGREES THAT ALLCLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD ANDDETERMINED IN SUCH 

 

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COURTS; (C) IRREVOCABLY WAIVES (TO THE FULLEXTENT PERMITTED 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 FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BEENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNERPERMITTED BY LAW.

 

16.3                           EACH OF BORROWERS, ADMINISTRATIVE LENDERAND LENDERS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBYIRREVOCABLY 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 FOURTHAMENDMENT, ANY OTHER OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS OR EVENTSREFERENCED HEREIN OR THEREIN OR CONTEMPLATED HEREBY OR THEREBY, WHETHER WITHRESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENTAMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO ANY OF THE LOANDOCUMENTS.  A COPY OF THIS SECTION MAY BEFILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER OF THE RIGHT TO TRIAL BYJURY AND THE CONSENT TO TRIAL BY COURT.

 

16.4                           This Fourth Amendment shall be governedby and construed in accordance with the laws of the State of Oregon, withoutregard to the conflicts of laws provisions thereof.

 

**UNDEROREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY ANY LENDER ORADMINISTRATIVE LENDER CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARENOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THEBORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BYSUCH LENDER OR ADMINISTRATIVE LENDER TO BE ENFORCEABLE.**

 

**[INTENTIONALLY LEFT BLANK]**

 

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IN WITNESS WHEREOF, Borrowers, Lenders andAdministrative Lender have executed this Waiver Agreement and Fourth Amendment asof 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  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                         |                        | ROADMASTER 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                     |
|                                                  |                             |                                         |  |  |  |  |  |  |  |

 

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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/: Mike Callas     |                                         | By: |  /s/: Eric Eidler |
| Title:  Vice President                           |                       | Title:  Senior Vice President                |
|                                             |                       |                                         |
| BANK OF THE WEST                                 |                       | WELLS FARGO BANK, NATIONAL   ASSOCIATION     |
|                                             |                       |                                         |
| By:                                              |  /s/: Brett  German   |                                         | By: |  /s/: John  Weiss |
| Title: Vice President                            |                       | Title: Vice President                        |
|                                             |                       |                                         |
| GE COMMERCIAL DISTRIBUTION   FINANCE CORPORATION |                       | UNION BANK OF CALIFORNIA, N.A.               |
|                                             |                       |                                         |
| By:                                              |  /s/: Justin Wood     |                                         | By: |  /s/: Steve Sloan |
| Title:  Credit Director                          |                       | Title:  Vice President                       |

** **

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** **

**SCHEDULE II**

** **

**Pricing Schedule**

 
| ** **     | ** ** | **Level I** | ** ** | **Level II** | ** ** | **Level III** | ** ** | **Level IV** | ** ** | **Level V** | ** ** |
|----------------|------------|------------------|------------|-------------------|------------|--------------------|------------|-------------------|------------|------------------|------------|
| LIBOR Margin   |       | 1.50             |       | 1.75              |       | 2.00               |       | 2.25              |       | 2.50             |       |
| Prime Margin   |       | 0                |       | 0.25              |       | 0.50               |       | 0.75              |       | 1.00             |       |
| Fee Percentage |       | 0.25             |       | 0.25              |       | 0.375              |       | 0.375             |       | 0.50             |       |

 

Forpurposes of this Pricing Schedule, the following terms have the followingmeanings:

 

“**Level I**” applies on any day if, on such day, the applicableLeverage Ratio is less than 1.50:1.

 

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

 

“**Level III**” applies on any day if, on such day, theapplicable Leverage Ratio is equal to or greater than 2.00:1 and less than 2.50:1.

 

“**Level IV**” applies on any day if, on such day, the applicableLeverage Ratio is equal to or greater than 2.50:1 and less than 3.00:1.

 

“**Level V**” applies on any day if, on such day, the applicableLeverage Ratio is 3.00:1 or greater.

 

Forpurposes of this Pricing Schedule, the Leverage Ratio shall be calculated onceevery quarter based on the financial information most recently reported byBorrowers’ Agent pursuant to Section 8.3 of the Agreement; provided,however, that the Leverage Ratio shall not be computed on the financialinformation most recently reported by Borrowers’ Agent until the later of thefirst day of the month after receipt of such information or five Business Daysafter the receipt thereof, and if the most recent report required pursuant to Section 8.3has not been delivered, or if Administrative Lender reasonably objects to theaccuracy 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 timeas the delinquent report is delivered or Administrative Lender’s objections areresolved to Administrative Lender’s reasonable satisfaction.  Initially, Level V shall be theapplicable Level.

 

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