Exhibit
10.7


 


FIRST
AMENDMENT TO AMENDED AND RESTATED

CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of April 30, 2002
by and among MONACO COACH CORPORATION, a Delaware corporation, ROYALE COACH BY
MONACO, INC., an Indiana corporation, MCC ACQUISITION CORPORATION, a Delaware
corporation, the Lenders and U.S. BANK NATIONAL ASSOCIATION as the
Administrative Lender.


RECITALS


Borrowers, Administrative
Lender and Lenders are parties to that certain Amended and Restated Credit
Agreement dated September 28, 2001 (the “Agreement”).  In order to permit Borrowers to utilize
Administrative Lender’s cash management products, Borrowers and Lenders desire
to amend the Agreement to remove the Swing Loan as a subfacility of the
Revolving Loans without changing the economic terms of the existing Agreement.


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 herein and not otherwise defined herein shall
have the meaning attributed to them in the Agreement.


2.             Amendment
to Section 1.1.


(a)           The following defined terms are
amended in their entirety to read as follows:


“Available Credit” means, at
any time before the Revolver Maturity Date, the amount by which (i) the
lesser of (A) the total of the Revolving Loan Commitments or (B) the
Borrowing Base is greater than (ii) the total of the outstanding principal
amount of the Revolving Loans, the Letter of Credit Obligations and Swing
Loans, and on and after the Revolver Maturity Date, Available Credit shall be
zero.


“Ratable Portion” means, with
respect to any Lender: (i) with respect to Revolving Loans, the quotient
obtained by dividing the total of such Lender’s Revolving Loan Commitment by
the total Revolving Loan Commitments of all Lenders; (ii) with respect to
Term Loans, the quotient obtained by dividing the total of such Lender’s Term
Loan Commitment by the total Term Loan Commitments of all Lenders;
(iii) with respect to all Loans, the quotient obtained by dividing the
total of 


 


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such Lender’s
Revolving Loan Commitment, Term Loan Commitment and Swing Loan Commitment by
the Total Commitments.  At all times
when the Total Commitments are zero, all references in the preceding sentence
to “Commitments” shall mean Commitments existing immediately before the Total
Commitments became zero.


“Total Commitments” means the
total of all Revolving Loan Commitments, Swing Loan Commitment and Term Loan
Commitments.


(b)           The following additional defined
terms are added to Section 1.1:


“Swing Loan Balance Amount”
means, at any time, the amount that the outstanding balance of the Swing Loans
would need to be so that Swingline Lender’s percentage of the aggregate
Revolving Loans and Swing Loans equals the True-Up Percentage.


“Swing Loan Commitment” means
the amount set opposite the Swingline Lender’s name on Schedule I
as its “Swing Loan Commitment,” as such amount may be adjusted from time to
time pursuant to this Agreement.


“True-Up Event” means the
occurrence of both: (i) any of the following: (A) the aggregate
outstanding balance of the Swing Loans exceeds the Swing Loan Balance Amount by
at least $4,000,000 for ten consecutive Business Days; (B) at any time
during the continuation of a Default the balance of the Swing Loans does not
equal the Swing Loan Balance Amount; or (C) at any time the balance of the
Swing Loans exceeds the Swing Loan Balance Amount and Swingline Lender, by
notice to the Administrative Lender, requests that the amount of the Swing
Loans be reduced; and (ii) receipt by Administrative Lender before
9:00 AM (Portland time) on a Business Day of a request from a Lender for a
settlement under Section 3.2(b).


“True-Up Percentage” means,
with respect to any Lender, the quotient obtained by dividing the total of such
Lender’s Revolving Loan Commitment and Swing Loan Commitment by the total of
the Revolving Loan Commitments and Swing Loan Commitments of all Lenders.  At all times when the Total Commitments are
zero, all references in the preceding sentence to “Commitments” shall mean
Commitments existing immediately before the Total Commitments became zero.


(c)           The term “Swing Loan Available Credit”
is deleted.


3.             Amendment
of Section 3.2.  Section 3.2 is amended in its entirety to
read as follows:


3.2  SWING LOANS


(a)           On the terms and subject to the
conditions contained in this Agreement, Swingline Lender agrees to make loans
(each a “Swing Loan”) to 


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Borrowers from
time to time until the Revolver Maturity Date in an aggregate amount not to
exceed at any time outstanding the Swing Loan Commitment; provided, however,
Swingline Lender, in its sole discretion, may elect not to make a Swing Loan at
any time that the Available Credit is negative or would become negative upon
the making of such Swing Loan.  Each
Swing Loan shall be made and prepaid upon such notice as the Swingline Lender
and Borrowers’ Agent shall agree; provided that in the absence of a written
agreement to the contrary, Swingline Lender must receive each request for a
Swing Loan not later than 2:00 PM (Portland time) on the Business Day of
borrowing and any prepayment made after 2:00 PM (Portland time) shall be
credited on the next Business Day. 
Further, Swingline Lender may make Swing Loans without notice from
Borrowers’ Agent or any Borrower (A) automatically pursuant to cash
management arrangements, if any, made from time to time by Borrowers with
Administrative Lender and/or (B) to allow Administrative Lender to pay
each Lender its share of fees, interest and other amounts due hereunder to the
extent such fees, interest and other amounts are then due and payable.  All Swing Loans shall be evidenced by a Note
payable to the order of the Swingline Lender. 
Subject to all the limitations, terms and conditions contained herein,
Borrowers may from time to time borrow, partially or wholly repay outstanding
Swing Loans and reborrow Swing Loans. 
Borrower shall repay the outstanding principal balance of the Swing
Loans, together with all accrued and unpaid interest and related fees on the
Revolver Maturity Date.  All interest
due on the Swing Loans shall be payable to the Swingline Lender.  After receipt of payment of principal or
interest on the Swing Loans, Administrative Lender will promptly distribute the
same to the Swingline Lender at its Applicable Lending Office.


(b)           On the Business Day that a True-Up
Event occurs, regardless of whether the conditions in Section 7.2 exist
and without notice or other action by any Borrower, the balance of each
Lender’s Revolving Loans shall be increased/decreased and the balance of the
Swing Loans decreased/increased by that amount that results in the Swing Loans
equaling the Swing Loan Balance Amount. 
Administrative Lender, by not later than 11:00 AM (Portland time)
on such Business Day, shall notify each Lender whose Loans are increasing of
the principal amount of such increase, and each such Lender shall, before
2:00 PM (Portland time) on such Business Day, make available to
Administrative Lender, in immediately available funds, the amount of such
increase.  Administrative Lender shall
use such funds to repay the principal amount of the Loans being reduced.  If Lenders are prohibited by the Bankruptcy
Code or any other Governmental Rule from making the adjustment required by the
first sentence of this Section, each Lender shall purchase such participation
interest in the Loans of the other Lenders as is necessary to effect the same
result among the Lenders as the adjustment required by the first sentence of
this Section.


4.             Amendment
of Section 3.5(d).  Section 3.5(d) is amended
in its entirety to read as follows:


 


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(d)           Unused Line Fee.  On the last day of each calendar quarter
beginning September 30, 2001 and on the Revolver Maturity Date, Borrowers
shall pay to Administrative Lender, for the ratable benefit of Lenders, an unused
line fee equal to (i) the amount by which the Revolving Loan Commitments
are greater than the total of the average daily outstanding balance of the
Revolving Loans and the average daily face amount of outstanding Letters of
Credit for such quarter or period multiplied by (ii) a per annum
rate equal to the Fee Percentage.  On
the last day of each calendar quarter beginning June 30, 2002 and on the
Revolver Maturity Date, Borrowers shall pay to Administrative Lender, for the
benefit of the Swingline Lender, an unused line fee equal to (i) the
amount by which the Swing Loan Commitment is greater than the total of the
average daily outstanding balance of the Swing Loans for such quarter or period
multiplied by (ii) a per annum rate equal to the Fee Percentage.


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


6.             Effective
Data.  This First Amendment shall be effective
as of May 6, 2002.


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


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


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


10.          Statutory
Notice.


ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND
CREDIT OR FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER
WASHINGTON LAW.


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


 


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  MONACO COACH CORPORATION

   

  By: /s/ Marty Daley

  
	
   

  	
   

  	
  Title:  VP and CFO

  
	
   

  ROYALE COACH BY MONACO,
  INC.

   

  By:  /s/ Marty Daley

  	
   

   

  	
   

  MCC ACQUISITION CORPORATION

   

  By:  /s/ Marty Daley

  
	
  Title: 
  Treasurer 

  	
   

  	
  Title: 
  Treasurer

  
	
   

  DEUTSCHE FINANCIAL SERVICES CORPORATION

   

  

  By:  /s/ Timothy Wass 

  	
   

   

  	
   

  WELLS FARGO BANK, NATIONAL ASSOCIATION

   

  By:  /s/ Kathy Inman Lucier

  
	
  Title:  Vice President

  	
   

  	
  Title:  Vice
  President

  
	
   

  UNION BANK OF CALIFORNIA, N.A.

   

  By:  /s/ Thomas Marks

  	
   

   

  	
   

  BANK OF AMERICA, N.A.

   

  By:  /s/ Robert A. Davison

  
	
  Title:  Vice President

  	
   

  	
  Title: 
  Senior Vice President

  
	
   

  WASHINGTON MUTUAL BANK

   

  By:  /s/ Bruce Kendrex

  	
   

   

  	
   

  U.S. BANK NATIONAL ASSOCIATION

   

  By:  /s/
  Caron Carlyon

  
	
  Title:  Vice President

  	
   

  	
  Title: 
  Managing Director

  



 


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SCHEDULE
I


1.  Revolving Loan Commitments:


	
  U.S. Bank National
  Association  —  $14,181,818.18     (23.636363633%)

  
	
  Deutsche Financial
  Services Corporation  —  $7,636,363.64     (12.727272733%)

  
	
  Washington Mutual
  Bank  —  $10,818,181.82    
  (18.030303033%)

  
	
  Wells Fargo Bank,
  National Association  —  $10,818,181.82     (18.030303033%)

  Union Bank of
  California, N.A.  —  $8,909,090.90     (14.848484833%)

  Bank of America,
  N.A.  —  $7,636,363.64    
  (12.727272733%)

  



2.  Term Loan Commitments:


	
  U.S. Bank National
  Association  —  $13,818,181.82     (34.54545455%)

  
	
  Deutsche Financial
  Services Corporation  —  $4,363,636.36     (10.90909091%)

  
	
  Washington Mutual
  Bank  —  $6,181,818.18    
  (15.45454545%)

  
	
  Wells Fargo Bank,
  National Association  —  $6,181,818.18     (15.45454545%)

  Union Bank of
  California, N.A.  —  $5,090,909.09     (12.72727273%)

  Bank of America,
  N.A.  —  $4,363,636.36    
  (10.90909091%)

  



 


3.  Swing Loan Commitment:


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

  



 


4. 
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:  Ken Carson

  Telephone:  (541) 465-4127

  Fax:  (541) 342-6712

  Email: kenneth.carson@usbank.com

   

  	
   

  



 


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  Deutsche
  Financial Services Corporation

  2625 S. Plaza Drive, Suite 201

  Tempe, AZ  85282

  Attn: Timothy Wass, Vice President

  Telephone:  (480) 449-7124

  Fax:  (480) 829-3963

  Email: timothy.wass@db.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

  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: Robert Davison, Senior Vice President

  Telephone:  (503) 279-2809

  Fax:  (503) 275-1391

  Email: robert.a.davison@bankofamerica.com

  	
   

  



 


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