EXHIBIT 10.1


 


THIRD AMENDED AND
RESTATED CREDIT AGREEMENT


 


among


 


MONACO COACH
CORPORATION

ROYALE COACH BY MONACO, INC.

MCC ACQUISITION CORPORATION

OUTDOOR RESORTS OF NAPLES, INC.

OUTDOOR RESORTS OF LAS VEGAS, INC.

OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB, INC.

R-VISION HOLDINGS LLC

R-VISION, INC.

R-VISION MOTORIZED LLC

BISON MANUFACTURING, LLC

ROADMASTER LLC


 


as Borrowers


 


 


THE LENDERS NAMED
HEREIN,

as Lenders


 


 


U.S. BANK NATIONAL
ASSOCIATION,

as Administrative Lender,

Swingline Lender, and

L/C Bank


 


and


 


BANK OF AMERICA, N.A.,

as Syndication Agent


 





















 


TOTAL COMMITMENT — $145,000,000


 


NOVEMBER 18, 2005


 





















 


CONTENTS


 


	
  ARTICLE I.

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  DEFINED
  TERMS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.2

  	
  ACCOUNTING AND FINANCIAL
  DETERMINATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.3

  	
  HEADINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.4

  	
  ADDITIONAL DEFINITION
  PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II.

  	
  APPOINTMENT OF BORROWERS’
  AGENT; JOINT AND SEVERAL LIABILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  APPOINTMENT OF AGENT

  	
   

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  AUTHORIZED REPRESENTATIVES

  	
   

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  JOINT AND SEVERAL LIABILITY;
  RIGHTS OF CONTRIBUTION

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III.

  	
  THE CREDITS

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  REVOLVING LOANS

  	
   

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  SWING LOANS

  	
   

  
	
   

  	
   

  	
   

  
	
  3.3

  	
  TERM LOAN

  	
   

  
	
   

  	
   

  	
   

  
	
  3.4

  	
  LETTER OF CREDIT
  FACILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  3.5

  	
  INTEREST/FEES

  	
   

  
	
   

  	
   

  	
   

  
	
  3.6

  	
  INTEREST OPTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  3.7

  	
  OTHER PAYMENT TERMS

  	
   

  
	
   

  	
   

  	
   

  
	
  3.8

  	
  FUNDING

  	
   

  
	
   

  	
   

  	
   

  
	
  3.9

  	
  PRO RATA TREATMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  3.10

  	
  CHANGE OF
  CIRCUMSTANCES

  	
   

  
	
   

  	
   

  	
   

  
	
  3.11

  	
  TAXES ON PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  3.12

  	
  FUNDING LOSS
  INDEMNIFICATION

  	
   

  



 


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  ARTICLE IV.

  	
  ADMINISTRATION

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  STATEMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V.

  	
  SECURITY

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  GRANT OF SECURITY
  INTEREST

  	
   

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  PERFECTION; DUTY OF
  CARE

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  LEGAL STATUS;
  SUBSIDIARIES

  	
   

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  DUE
  AUTHORIZATION; NO VIOLATION

  	
   

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  GOVERNMENT
  APPROVAL, REGULATION

  	
   

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  VALIDITY;
  ENFORCEABILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  6.5

  	
  CORRECTNESS
  OF FINANCIAL STATEMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.6

  	
  TAXES

  	
   

  
	
   

  	
   

  	
   

  
	
  6.7

  	
  LITIGATION,
  LABOR CONTROVERSIES

  	
   

  
	
   

  	
   

  	
   

  
	
  6.8

  	
  TITLE TO PROPERTY,
  LIENS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.9

  	
  ERISA

  	
   

  
	
   

  	
   

  	
   

  
	
  6.10

  	
  OTHER OBLIGATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.11

  	
  ENVIRONMENTAL
  MATTERS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.12

  	
  NO
  BURDENSOME RESTRICTIONS; NO DEFAULTS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.13

  	
  NO OTHER VENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  6.14

  	
  INSURANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  6.15

  	
  FORCE MAJEURE

  	
   

  
	
   

  	
   

  	
   

  
	
  6.16

  	
  INTELLECTUAL
  PROPERTY

  	
   

  
	
   

  	
   

  	
   

  
	
  6.17

  	
  CERTAIN INDEBTEDNESS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.18

  	
  SOLVENCY

  	
   

  



 


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  6.19

  	
  CHIEF
  EXECUTIVE OFFICE AND OTHER LOCATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.20

  	
  FISCAL YEAR

  	
   

  
	
   

  	
   

  	
   

  
	
  6.21

  	
  COMPLIANCE WITH LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  6.22

  	
  NO SUBORDINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  6.23

  	
  TRUTH,
  ACCURACY OF INFORMATION

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII.

  	
  CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  CONDITIONS
  OF INITIAL EXTENSION OF CREDIT

  	
   

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  CONDITIONS
  OF EACH EXTENSION OF CREDIT

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII.

  	
  AFFIRMATIVE
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  8.2

  	
  ACCOUNTING RECORDS

  	
   

  
	
   

  	
   

  	
   

  
	
  8.3

  	
  INFORMATION AND
  REPORTS

  	
   

  
	
   

  	
   

  	
   

  
	
  8.4

  	
  COMPLIANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  8.5

  	
  INSURANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  8.6

  	
  FACILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  8.7

  	
  TAXES AND OTHER
  LIABILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  8.8

  	
  LITIGATION

  	
   

  
	
   

  	
   

  	
   

  
	
  8.9

  	
  NOTICE TO
  ADMINISTRATIVE LENDER

  	
   

  
	
   

  	
   

  	
   

  
	
  8.10

  	
  CONDUCT OF BUSINESS

  	
   

  
	
   

  	
   

  	
   

  
	
  8.11

  	
  PRESERVATION
  OF CORPORATE EXISTENCE, ETC.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.12

  	
  ACCESS

  	
   

  
	
   

  	
   

  	
   

  
	
  8.13

  	
  PERFORMANCE
  AND COMPLIANCE WITH OTHER COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  8.14

  	
  FISCAL
  YEAR; ACCOUNTING PRACTICES

  	
   

  
	
   

  	
   

  	
   

  
	
  8.15

  	
  ENVIRONMENTAL

  	
   

  
	
   

  	
   

  	
   

  
	
  8.16

  	
  LIENS

  	
   

  



 


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  8.17

  	
  FUTURE SUBSIDIARIES

  	
   

  
	
   

  	
   

  	
   

  
	
  8.18

  	
  USE OF PROCEEDS

  	
   

  
	
   

  	
   

  	
   

  
	
  8.19

  	
  FURTHER ASSURANCES

  	
   

  
	
   

  	
   

  	
   

  
	
  8.20

  	
  LIEN IN REAL PROPERTY

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX.

  	
  NEGATIVE COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  LIENS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.2

  	
  INDEBTEDNESS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.3

  	
  RESTRICTED
  PAYMENTS, REDEMPTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.4

  	
  MERGERS,
  STOCK ISSUANCES, SALE OF ASSETS, ETC.

  	
   

  
	
   

  	
   

  	
   

  
	
  9.5

  	
  INVESTMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.6

  	
  CHANGE IN NATURE
  OF BUSINESS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.7

  	
  PLANS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.8

  	
  CANCELLATION
  OF INDEBTEDNESS OWED TO IT

  	
   

  
	
   

  	
   

  	
   

  
	
  9.9

  	
  MARGIN REGULATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.10

  	
  ENVIRONMENTAL

  	
   

  
	
   

  	
   

  	
   

  
	
  9.11

  	
  TRANSACTIONS
  WITH AFFILIATES

  	
   

  
	
   

  	
   

  	
   

  
	
  9.12

  	
  NEW
  COLLATERAL LOCATION; NAME CHANGE

  	
   

  
	
   

  	
   

  	
   

  
	
  9.13

  	
  NO SPECULATIVE
  TRANSACTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.14

  	
  TRANSACTIONS
  WITH SUBSIDIARIES

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X.

  	
  FINANCIAL
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  LEVERAGE RATIO

  	
   

  
	
   

  	
   

  	
   

  
	
  10.2

  	
  CURRENT RATIO

  	
   

  
	
   

  	
   

  	
   

  
	
  10.3

  	
  DEBT SERVICE
  COVERAGE RATIO

  	
   

  



 


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  10.4

  	
  TANGIBLE NET WORTH

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI.

  	
  EVENTS OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  EVENTS OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  11.2

  	
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  11.3

  	
  ADMINISTRATIVE
  LENDER AS BORROWERS’ ATTORNEY

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII.

  	
  ADMINISTRATIVE
  LENDER

  	
   

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  ACTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  12.2

  	
  RELIANCE BY
  ADMINISTRATIVE LENDER

  	
   

  
	
   

  	
   

  	
   

  
	
  12.3

  	
  EXCULPATION

  	
   

  
	
   

  	
   

  	
   

  
	
  12.4

  	
  SUCCESSOR

  	
   

  
	
   

  	
   

  	
   

  
	
  12.5

  	
  LOANS BY
  ADMINISTRATIVE LENDER; OTHER ACTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  12.6

  	
  CREDIT DECISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  12.7

  	
  SYNDICATION AGENT

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII.

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  
	
  13.2

  	
  COSTS,
  EXPENSES, ATTORNEYS’ FEES

  	
   

  
	
   

  	
   

  	
   

  
	
  13.3

  	
  INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  13.4

  	
  WAIVERS, AMENDMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  13.5

  	
  SUCCESSORS AND
  ASSIGNS

  	
   

  
	
   

  	
   

  	
   

  
	
  13.6

  	
  SETOFF

  	
   

  
	
   

  	
   

  	
   

  
	
  13.7

  	
  NO WAIVER;
  CUMULATIVE REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  13.8

  	
  ENTIRE AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  13.9

  	
  NO THIRD PARTY
  BENEFICIARIES

  	
   

  
	
   

  	
   

  	
   

  
	
  13.10

  	
  CONFIDENTIALITY

  	
   

  
	
   

  	
   

  	
   

  
	
  13.11

  	
  TIME

  	
   

  



 


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  13.12

  	
  SEVERABILITY
  OF PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  13.13

  	
  GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  13.14

  	
  SUBMISSION TO
  JURISDICTION

  	
   

  
	
   

  	
   

  	
   

  
	
  13.15

  	
  WAIVER OF JURY TRIAL

  	
   

  
	
   

  	
   

  	
   

  
	
  13.16

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  
	
  13.17

  	
  OREGON STATUTORY
  NOTICE

  	
   

  



 


 


	
  SCHEDULES

  	
   

  
	
   

  	
   

  	
   

  
	
  I

  	
  Lenders

  	
   

  
	
  II

  	
  Pricing
  Schedule

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  A

  	
  Borrowing
  Base Certificate

  	
   

  
	
  B

  	
  Note
  Forms

  	
   

  
	
  C

  	
  Notice
  of Authorized Representatives

  	
   

  
	
  D

  	
  Notice
  of Borrowing

  	
   

  
	
  E

  	
  Notice
  of Conversion or Continuation

  	
   

  
	
  F

  	
  Form of
  Chief Financial Officer’s Certificate

  	
   

  
	
  G

  	
  Joinder
  Agreement

  	
   

  
	
  H

  	
  Assignment
  Agreement

  	
   

  



 


vi





















 


THIRD AMENDED AND
RESTATED CREDIT AGREEMENT


 


THIS THIRD AMENDED AND
RESTATED CREDIT AGREEMENT is entered into as of November 18, 2005 by and
among MONACO COACH CORPORATION, a Delaware corporation (“Parent”), ROYALE COACH
BY MONACO, INC., an Indiana corporation (“Royale Coach”), MCC ACQUISITION
CORPORATION, a Delaware corporation, OUTDOOR RESORTS OF LAS VEGAS, INC., a
Nevada corporation, OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB, INC., a California
corporation, and OUTDOOR RESORTS OF NAPLES, INC., a Florida corporation (each
of the foregoing parties individually referred to as an “Existing Borrower” and
all collectively referred to as “Existing Borrowers”), and R-VISION HOLDINGS
LLC, a Delaware limited liability company, R-VISION, INC., an Indiana
corporation, R-VISION MOTORIZED LLC, an Indiana limited liability company, BISON
MANUFACTURING, LLC, an Indiana limited liability company, and ROADMASTER LLC,
an Indiana limited liability company (each of the foregoing parties, together
with the Existing Borrowers, individually referred to as “Borrower” and all
collectively referred to as “Borrowers”), each of the financial institutions
from time to time listed on Schedule I attached hereto, as amended
from time to time, and U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as the
administrator for the Lenders (in such capacity, “Administrative Lender”) and
BANK OF AMERICA, N.A. as Syndication Agent. 
Each Borrower that is not an Existing Borrower shall be deemed to be a
Borrower immediately after executing and delivering the Joinder Agreement
referenced in Section 8.17.


 


RECITALS


 


Borrowers, Administrative
Lender and certain of the Lenders are parties to that certain Second Amended
and Restated Credit Agreement dated November 17, 2004 (“Existing Credit
Agreement”).  The parties desire to make
certain changes to the Existing Credit Agreement, including, among other
changes, adding parties as borrowers.  The
parties have decided, for ease of reference, to amend and restate the Existing
Credit Agreement in its entirety.


 


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


 


ARTICLE I.             DEFINITIONS


 


1.1                  DEFINED
TERMS


 


All terms defined
above shall have the meanings set forth above. 
The following terms shall have the meanings set forth below (with all
such meanings to be equally applicable to both the singular and plural forms of
the terms defined):


 


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“Accounts” means (i) all “accounts” as defined in the
Code and (ii) all presently existing and hereafter arising rights to
payment of a monetary obligation, whether or not earned by performance.


 


“Administrative Lender’s Office” means (i) initially,
Administrative Lender’s office designated as such in Schedule I
hereto, and (ii) subsequently, such other office designated as such, from
time to time, in writing by Administrative Lender to Lenders and Borrower.


 


“Agreement” means this Third Amended and Restated Credit
Agreement as amended, modified or supplemented from time to time.


 


“Applicable Lending Office” means, with respect to each
Lender, (i) initially, its office designated as such in Schedule I
hereto, and (ii) subsequently, such other office designated as such from
time to time in writing by such Lender to Administrative Lender.


 


“Applicable Rate” means, at any date, the lesser of (a) the
Highest Lawful Rate or (b) the following: 
(i) with respect to each Prime Rate Loan (other than a Swing Loan),
a per annum rate equal to the Prime Rate in effect on such date plus the
applicable Prime Margin; (ii) with respect to each Swing Loan, a per annum
rate equal to Daily LIBOR plus the applicable LIBOR Margin; and (iii) with
respect to each LIBOR Loan, a per annum rate equal to the sum of LIBOR plus the
applicable LIBOR Margin, both as determined on the second Business Day before
the first day of the applicable Fixed Rate Term.


 


“Approved Dealer Financing Agreement” means (i) agreements
entered into by a Borrower in the ordinary course of business with financial
institutions providing floor-plan financing to customers who purchase finished
goods inventory of Borrowers, and the terms of which agreements (including
repurchase obligations) are both customary in the recreational vehicle industry
and are no less favorable in all material respects to Borrowers than those in
effect as of November 17, 2004.


 


“Approved Sale” means a sale by Borrower to a customer
evidenced by an account which has been approved for payment by a lender in
accordance with an Approved Dealer Financing Agreement.


 


“Authorized Representative” means a person designated as such
by Borrowers’ Agent in a Notice of Authorized Representatives delivered to
Administrative Lender.


 


“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.


 


“Bankruptcy Code” means the Bankruptcy Reform Act, Title 11
of the United States Code, as amended or recodified from time to time,
including (unless the context otherwise requires) any rules or regulations
promulgated thereunder.


 


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“Borrowers’ Agent” means Parent in its capacity as agent for
the Borrowers.


 


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


 


(a)           85%
of the outstanding Eligible Accounts;


 


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


 


(d)           less
the outstanding balance of all accounts payable with respect to chassis which
are secured in whole or in part.


 


“Borrowing Base Certificate” means a certificate
substantially in the form of Exhibit A attached hereto.


 


“Business Day” means (a) for all purposes other than as
covered by clause (b) below, any day other than a Saturday, Sunday or
other day on which commercial banks are authorized or required to be closed in
Portland, Oregon, Minneapolis, Minnesota or New York, New York, and (b) with
respect to all notices, determinations, fundings and payments in connection
with any LIBOR interest selection or LIBOR Loan, any day that is a Business Day
described in clause (a) above and that also is a day for trading by
and between banks in U.S. Dollar deposits in the London interbank eurocurrency
market.


 


“Capitalized Lease” means, as to any Person, any lease of property
by such Person as lessee that would be capitalized on a balance sheet of such
Person prepared in accordance with GAAP.


 


“Capitalized Lease Obligations” means, as to any Person, the
capitalized amount of all obligations of such Person and its subsidiaries under
Capitalized Leases, as determined on a consolidated basis in accordance with
GAAP.


 


“Cash Equivalent Investment” means, at any time: (a) any
evidence of indebtedness, maturing not more than one year after such time,
issued or guaranteed by the United States government; (b) commercial
paper, maturing not more than nine months from the date of issue, which is
issued by (i) a corporation (other than an affiliate of any Obligor)
organized under the laws of any state of the United States or of the District
of Columbia and rated at least A-1 by Standard & Poor’s Corporation or
P-1 by Moody’s Investors Service, Inc., or (ii) any Lender (or
its holding company); (c) any certificate of deposit or bankers
acceptance, maturing not more than one year after such time, which is issued by
either (i) a commercial banking institution that is a member of the
Federal Reserve System and has a combined capital and surplus and undivided
profits of not less than $500,000,000, or (ii) any


 


3





















 


Lender; (d) any
repurchase agreement entered into with any Lender (or other commercial banking
institution of the stature referred to in clause (c)(i)) which (i) is
secured by a fully perfected security interest in any obligation of the type
described in any of clauses (a) through (c), and (ii) has a market
value at the time such repurchase agreement is entered into of not less than
100% of the repurchase obligation of such Lender (or other commercial banking
institution) thereunder; (e) investments permitted under any investment
policy adopted by Borrower and approved by Administrative Lender; or (f) any
mutual fund holding investments consisting of at least 95% of the foregoing.


 


“Change in Control” means the acquisition by any Person, or
two or more Persons acting in concert to acquire securities, of beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934) of 35% or more of the
outstanding shares of voting stock of Borrower.


 


“Change of Law” means the adoption of any Governmental Rule,
any change in any Governmental Rule or the application or requirements
thereof (whether such change occurs in accordance with the terms of such
Governmental Rule as enacted, as a result of amendment or otherwise), any
change in the interpretation or administration of any Governmental Rule by
any Governmental Authority, or compliance by any Lender (or any entity
controlling a Lender) with any request, guideline or directive (whether or not
having the force of law) of any Governmental Authority.


 


“Closing Date” means the date of this Agreement.


 


“Code” means the Uniform Commercial Code of the State of
Oregon, as amended from time to time (including, without limitation, amendments
to defined terms).


 


“Collateral” means all of Borrowers’ assets (except real
property), including, without limitation, (a) all Accounts, Rights to
Payment, General Intangibles, Records, goods, fixtures, inventory, equipment,
money, letter of credit rights, supporting obligations, instruments, chattel
paper, deposit accounts, documents, investment property, and commercial tort
claims; (b) all products, proceeds, rents and profits of the foregoing;
and (c) all of the foregoing, whether now owned or existing or hereafter
acquired or arising or in which Borrower now has or hereafter acquires any
rights.


 


“Commitment” means any obligation of a Lender to extend
credit or any other financial accommodation under any of the Loan Documents.


 


“Commodity Contracts” means commodity options, futures,
swaps, and other similar agreements and arrangements designed to provide
protection against fluctuations in commodity prices.


 


“Contaminant” means any pollutant, hazardous substance, toxic
substance, hazardous waste or other substance regulated or forming the basis of
liability under any Environmental Law.


 


4





















 


“Contingent Obligation” means, as applied to any Person, any
direct or indirect liability, contingent or otherwise, of such Person with
respect to any Indebtedness or Contractual Obligation of another Person, if the
purpose or intent of such Person in incurring the Contingent Obligation is to
provide assurance to the obligee of such Indebtedness or Contractual Obligation
that such Indebtedness or Contractual Obligation will be paid or discharged, or
that any agreement entered into by such other Person relating to such
Indebtedness or Contractual Obligation will be complied with, or that any
holder of such Indebtedness or Contractual Obligation will be protected against
loss in respect thereof.  Contingent
Obligations of a Person include, without limitation, (a) the direct or
indirect guarantee, endorsement (other than for collection or deposit in the
ordinary course of business), co-making, discounting with recourse or sale with
recourse by such Person of an obligation of another Person, and (b) any
liability of such Person for an obligation of another Person through any
agreement (contingent or otherwise) (i) to purchase, repurchase or
otherwise acquire such obligation or any security therefor, or to provide funds
for the payment or discharge of such obligation (whether in the form of a loan,
advance, stock purchase, capital contribution or otherwise), (ii) to
maintain the solvency or any balance sheet item, level of income or financial
condition of another Person, (iii) to make take-or-pay or similar
payments, if required, regardless of nonperformance by any other party or
parties to an agreement, (iv) to purchase, sell or lease (as lessor or
lessee) property, or to purchase or sell services, primarily for the purpose of
enabling the debtor to make payment of such obligation or to assure the holder
of such obligation against loss, or (v) to supply funds to or in any other
manner invest in such other Person (including, without limitation, to pay for
property or services irrespective of whether such property is received or such
services are rendered), if in the case of any agreement or liability described
under subclauses (i) through (v) of this sentence the primary purpose
or intent thereof is as described in the preceding sentence.  The amount of any Contingent Obligation shall
be equal to the lesser of (A) the amount payable under such Contingent
Obligation (if quantifiable) or (B) the portion of the obligation so
guaranteed or otherwise supported.


 


“Contractual Obligation” of any Person means any obligation,
agreement, undertaking or similar provision of any security issued by such
Person or of any agreement, undertaking, contract, lease, indenture, mortgage,
deed of trust or other instrument to which such Person is a party or by which
it or any of its property is bound or to which any of its property is subject.


 


“Current Ratio” means, as of the end of a fiscal quarter, the
ratio of (a) Parent’s consolidated current assets (exclusive of notes
and receivables from a Subsidiary or any affiliate, shareholder, officer,
director or employee of any Borrower or Subsidiary) to (b) the
total of Parent’s consolidated current liabilities and, without duplication,
the outstanding principal balance of the Revolving Loans.


 


“Daily LIBOR” means a rate of interest fluctuating daily
equal on each day to LIBOR that would be applicable on such day for a LIBOR
Loan with a Fixed Rate Term of one month beginning on such day.


 


5





















 


“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 $12,000,000.  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.


 


“Debt Service Coverage Ratio” means, as of the end of a
fiscal quarter, the ratio of (A) EBITDA to (B) the sum
of the following for the twelve month period ending with such quarter: (i) Parent’s
consolidated interest expense; (ii) scheduled principal payments of Debt
of Parent and the Subsidiaries; and (iii) cash dividends and distributions
paid in respect of Parent’s Stock.


 


“Default” means (i) an Event of Default, (ii) an
event or condition that with the giving of notice or the passage of time, or
both, would constitute an Event of Default, or (iii) the filing against
Borrower of a petition commencing an involuntary case under the Bankruptcy
Code.


 


“Disclosure Letter” means the Disclosure Letter from Borrowers’
Agent to Administrative Lender dated the Closing Date.


 


“EBITDA” means, as of the end of a fiscal quarter, Parent’s
consolidated net income after taxes for the twelve months ending with such
quarter adjusted as follows:


 


plus
(A) the sum of the amounts for such twelve month period included in
determining such net income of (i) interest expense, (ii) income tax
expense, (iii) depreciation expense, (iv) amortization expense and (v) extraordinary
non-cash losses and charges and other non-recurring non-cash losses and
charges;


 


less
(B) gains on sales of assets (excluding sales of inventory in the ordinary
course of business) and other extraordinary non-cash gains for such twelve
month period; and


 


plus
(C) without duplication and to the extent deducted in the computation of
Parent’s consolidated net income after taxes for the relevant computation
period:  (i) the amount of the


 


6





















 


one-time pre-tax charges
taken in Q2 and Q3 of 2005 related to closing the Beaver manufacturing relocation,
but in no event more than $2,352,000 for Q2 and $1,480,000 for Q3; and (ii) the
amount of the expense of closing Royale Coach in Q3, 2005, but in no event more
than $2,000,000.


 


The calculation of EBITDA
for any period that includes a period during fiscal 2005 before the R-Vision
Companies became Borrowers shall be increased by $4,313,000 for Q1 2005,
$5,481,000 for Q2 2005, $3,075,000 for Q3 2005, and, for the period from the
beginning of Q4 2005 through the date of closing of the acquisition of the
R-Vision Companies, the amount of the R-Vision Companies’ earnings before
interest, taxes and amortization (calculated in accordance with the preceding
sentence) for such period.


 


“ERISA” means the Employee Retirement Income Security Act of
1974, as amended or recodified from time to time, including (unless the context
otherwise requires) any rules or regulations promulgated thereunder.


 


“Eligible Accounts” means those Accounts that Administrative
Lender determines in the Good Faith exercise of its discretion to be eligible
for inclusion in the Borrowing Base. 
General criteria for Eligible Accounts may be established and revised
from time to time by Administrative Lender in Good Faith.  Without limiting such discretion as to other
Accounts, the following Accounts shall not be Eligible Accounts:


 


(i)            Accounts
that do not consist of ordinary trade accounts receivable owned by Borrower,
payable in cash in United States Dollars and arising out of the final sale of
recreational vehicles in the ordinary course of Borrower’s business as
presently conducted by it;


 


(ii)           Accounts
with respect to which Borrower failed to issue an original invoice at the
agreed-upon purchase price to the account debtor promptly after delivering such
goods to the account debtor;


 


(iii)          Accounts
with respect to which more than 60 days have elapsed since the date of the
original invoice applicable thereto;


 


(iv)          Accounts
with respect to which the account debtor is an affiliate of Borrower or any
officer, employee, or agent of the account debtor is an officer, employee or
agent of or affiliated with Borrower directly or indirectly by virtue of family
membership, ownership, control, management or otherwise;


 


(v)           Accounts
with respect to which the account debtor is a Governmental Authority, except
for those Accounts as to which Borrower has assigned its right to payment
thereof to Administrative Lender, and the assignment has been acknowledged,
pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727);


 


7





















 


(vi)          the
chief executive office of the account debtor with respect to such Account is
not located in the United States of America, unless (A) the account debtor
has delivered to Borrower an irrevocable letter of credit issued or confirmed by
a bank satisfactory to Administrative Lender, sufficient to cover such Account,
in form and substance satisfactory to Administrative Lender, and, if required
by Administrative Lender, the original of such letter of credit has been
delivered to Administrative Lender or Administrative Lender’s agent and the
issuer thereof notified of the assignment of the proceeds of such letter of
credit to Administrative Lender, (B) such Account is subject to credit
insurance payable to Administrative Lender issued by an insurer and on terms
and in an amount acceptable to Administrative Lender, (C) the account
debtor resides in a province of Canada that recognizes Administrative Lender’s
perfection and enforcement rights as to Accounts by reason of the filing of a
UCC financing statement in Oregon or by reason of other methods of perfection
that have been completed, or (D) such Account is otherwise acceptable in
all respects to Administrative Lender;


 


(vii)         Accounts
with respect to which Administrative Lender does not have a valid and prior,
fully perfected Lien or which are not free of all Liens or other claims
(including, without limitation, claims for rebates, credits, allowances or
adjustments, but “other claims” shall not include Approved Sales) of all other
Persons;


 


(viii)        Accounts
with respect to which the account debtor is the subject of bankruptcy or a
similar insolvency proceeding, or has made an assignment for the benefit of
creditors, or whose assets have been conveyed to a receiver or trustee, or who
has failed or suspended or gone out of business;


 


(ix)           Accounts
with respect to which the account debtor’s obligation to pay the Accounts is
conditional upon the account debtor’s approval to the extent such Accounts
exceed $300,000 in the aggregate;


 


(x)            Accounts
from an account debtor to the extent that the account debtor’s indebtedness to
Borrowers (whether evidenced by such Accounts or otherwise) exceeds an amount
which is greater than 25% of the face amount (less maximum discounts, credits
and allowances which may be taken by or granted to account debtors in
connection therewith) of all then outstanding Eligible Accounts, but only to
the extent of the excess over 25%;


 


(xi)           Accounts
owed by a particular account debtor if 25% or more of the aggregate Accounts
then owed to Borrowers by that account debtor and its affiliates are not
Eligible Accounts;


 


(xii)          Accounts
that represent a prepayment or progress payment or a partial payment under an
installment contract;


 


8





















 


(xiii)         Accounts
that are evidenced by a promissory note or other instrument; and


 


(xiv)        Accounts
with respect to which the account debtor is located in any jurisdiction
requiring the timely filing by Borrower of a report or document before such
Account is created in order to bring suit or otherwise enforce its remedies
against such account debtor in the courts or through any judicial process of
such jurisdiction, unless Borrower has filed, or is exempt from filing, such a report.


 


Administrative
Lender shall have the right, but not the duty, to declare particular accounts
ineligible.  The fact that Administrative
Lender has not declared a particular account ineligible shall not be deemed to
be a determination or representation by Administrative Lender or any Lender as
to the creditworthiness or financial condition of any account debtor.  Because of banking relationships between
account debtors of Borrower and Administrative Lender or a Lender,
Administrative Lender or a Lender may have information about the
creditworthiness of such account debtors; however, neither Administrative
Lender nor any Lender shall have any duty to Borrowers to disclose information
it may have about any of Borrowers’ account debtors and Borrowers shall have no
right to rely upon any action or inaction of Administrative Lender or any
Lender concerning the creditworthiness or financial condition of Borrowers’
account debtors.  BORROWERS
HEREBY COVENANT NOT TO SUE AND TO HOLD HARMLESS LENDERS AND ADMINISTRATIVE
LENDER AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS
FOR AND FROM ANY AND ALL DAMAGES, LIABILITY, OR CLAIMS OF LIABILITY, WHETHER
KNOWN OR UNKNOWN, OF ANY NATURE ARISING OUT OF OR BASED IN WHOLE OR IN PART UPON
ADMINISTRATIVE LENDER’S OR ANY LENDER’S FAILURE TO DISCLOSE UNFAVORABLE
INFORMATION ABOUT AN ACCOUNT DEBTOR OF BORROWER TO BORROWERS, OR ADMINISTRATIVE
LENDER’S FAILURE TO TREAT AS INELIGIBLE THE ACCOUNT OF AN ACCOUNT DEBTOR OF
BORROWER ABOUT WHOM ADMINISTRATIVE LENDER OR ANY LENDER HAS UNFAVORABLE
INFORMATION.


 


“Eligible Inventory” means inventory that Administrative
Lender determines in the Good Faith exercise of its discretion to be eligible
for inclusion in the Borrowing Base. 
General criteria for Eligible Inventory may be established and revised
from time to time by Administrative Lender in Good Faith.  Without limiting such discretion as to other
inventory, the following inventory shall in any event not constitute Eligible Inventory:


 


(i)            finished
goods that are not held by Borrower for sale as inventory in the ordinary
course of Borrower’s business as presently conducted by it or that are
obsolete, not in good condition, not of merchantable quality or not salable in
the ordinary course of Borrower’s business or that are subject to defects that
would affect their market value;


 


9





















 


(ii)           inventory
that Administrative Lender, in the Good Faith exercise of its discretion
determines to be unacceptable due to age, type, category or quantity;


 


(iii)          work
in process;


 


(iv)          inventory
in the possession of any Person other than Borrower, except (subject to any
additional requirements imposed by Administrative Lender, in the Good Faith
exercise of its discretion to protect Borrower’s title thereto or
Administrative Lender’s Lien therein) goods held in storage solely for the
account of Borrower, if the Person in possession has acknowledged in writing
Administrative Lender’s Lien thereon and has not issued a negotiable document
of title as to the goods; provided, that notwithstanding the foregoing, (A) up
to $500,000 of inventory located on premises of subcontractors and (B) up
to $5,000,000 of finished goods inventory located at trade shows or rallies (or
in transit for such purposes) shall not be excluded from Eligible Inventory by
virtue of this item (iv);


 


(v)           inventory
with respect to which Administrative Lender does not have a valid and prior,
fully perfected Lien and that is not free of all other Liens, except Permitted
Liens other than Permitted Liens described in items (g) or (n) of the
definition of “Permitted Liens;”


 


(vi)          inventory
in the possession of a warehouseman or other bailee if Administrative Lender
has not received a bailee letter acceptable to Administrative Lender from such
warehouseman or bailee; and


 


(vii)         except
as provided in item (iv), inventory located on premises leased by Borrower if
Administrative Lender has not received a landlord’s waiver acceptable to
Administrative Lender with respect to such premises to the extent the aggregate
value of all such inventory exceeds $5,000,000.


 


“Entity” has the meaning set forth in Section 9.5(h).


 


“Environmental Law” means all applicable federal, state and
local laws, statutes, ordinances and regulations, and any applicable judicial
or administrative interpretation, order, consent decree or judgment, relating
to the regulation and protection of the environment.  Environmental Laws include but are not
limited to the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended (42 U.S.C. § 9601 et
seq.); the Hazardous Material Transportation Act, as amended (49 U.S.C. § 180
et seq.); the Federal Insecticide,
Fungicide, and Rodenticide Act, as amended (7 U.S.C. § 136 et seq.); the Resource Conservation and
Recovery Act, as amended (42 U.S.C. § 6901 et
seq.); the Toxic Substance Control Act, as amended (42 U.S.C. § 7401 et seq.); the Clean Air Act, as amended
(42 U.S.C. § 740 et seq.); the
Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.); and the Safe Drinking Water Act, as
amended (42 U.S.C. § 300f et seq.),
and their state and local counterparts or equivalents and any applicable
transfer of ownership notification or approval statutes.


 


10





















 


“Environmental Liabilities and Costs” means, as to any
Person, all liabilities, obligations, responsibilities, Remedial Actions,
losses, damages, punitive damages, consequential damages, treble damages, costs
and expenses (including, without limitation, all fees, disbursements and
expenses of counsel, experts and consultants and costs of investigation and
feasibility studies), fines, penalties, sanctions and interest incurred as a
result of any claim or demand by any other Person, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute,
including, without limitation, any thereof arising under any Environmental Law,
Permit, order or agreement with any Governmental Authority or other Person, and
which relate to any violation or alleged violation of an Environmental Law or a
Permit, or a Release or threatened Release.


 


“Event of Default” has the meaning set forth in Section 11.1
hereof.


 


“Federal Funds Rate” means, for any day, the weighted average
of the per annum rates on overnight Federal funds transactions with member
banks of the Federal Reserve System arranged by Federal funds brokers as
published by the Federal Reserve Bank of New York for such day (or, if such
rate is not so published for any day, the average rate quoted to Administrative
Lender on such day by three Federal funds brokers of recognized standing
selected by Administrative Lender).


 


“Fee Percentage” means the number of basis points determined
in accordance with Schedule II.


 


“Fixed Rate Term” means a period of one, two, three or six
months, as designated by Borrowers’ Agent, during which a Loan bears interest
determined in relation to LIBOR; provided, however, that (i) no Fixed Rate
Term for a Revolving Loan may extend beyond the Revolver Maturity Date, (ii) no
Fixed Rate Term for a Term Loan may extend beyond the Term Loan Maturity Date,
and (iii) if the last day of a Fixed Rate Term is not a Business Day, such
term shall be extended to the next succeeding Business Day, or if the next
succeeding Business Day falls in another calendar month, such term shall end on
the next preceding Business Day.


 


“Foreign Subsidiary” means any Subsidiary that is a “controlled
foreign corporation” as that term is used in the Internal Revenue Code.


 


“GAAP” means generally accepted accounting principles as in
effect in the United States from time to time, consistently applied.


 


“General Intangibles” means (i) all “general intangibles”
as defined in the Code and (ii) all tax and duty refunds, registered and
unregistered patents, trademarks, service marks, copyrights, trade names,
applications for the foregoing, trade secrets, goodwill, processes, drawings,
blueprints, customer lists, licenses, whether as licensor or licensee, choses
in action, causes of action and other claims, judgments in favor of Borrower,
leasehold interests in equipment, software and payment intangibles.


 


11





















 


“Good Faith” means honesty in fact in the conduct or
transaction concerned, without regard to whether standards that might be deemed
commercially reasonable have been observed.


 


“Governmental Authority” means any domestic or foreign
national, state or local government, any political subdivision thereof, any
department, agency, authority or bureau of any of the foregoing, or any other
entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, including the Federal
Deposit Insurance Corporation, the Federal Reserve Board, the Comptroller of
the Currency, any central bank or any comparable authority.


 


“Governmental Rule” means any applicable law, rule,
regulation, ordinance, order, code interpretation, judgment, decree, directive,
guidelines, policy or similar form of decision of any Governmental Authority.


 


“Highest Lawful Rate” means, at the particular time in
question, the maximum rate of interest which, under applicable law, Lenders are
then permitted to charge Borrowers on the applicable Loan, and if the maximum
rate changes at any time, the Highest Lawful Rate shall increase or decrease,
as the case may be, as of the effective time of each such change, without
notice to Borrowers.


 


“Indebtedness” of any Person means, without duplication, (a) all
liabilities of such Person as determined in accordance with GAAP, (b) all
obligations of such Person created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such
Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property), (c) all lease obligations of such Person (including, without
limitation, operating leases, Capitalized Leases and Other Leases), (d) all
Contingent Obligations of such Person, (e) all obligations of such Person
to purchase, redeem, retire, defease or otherwise acquire for value any Stock
or Stock Equivalents of such Person with a mandatory repurchase or redemption
date of less than ten years from the date of issuance thereof, (f) all
obligations secured by (or for which the holder of such obligations has an
existing right, contingent or otherwise, to be secured by) any Lien upon or in
property owned by such Person, even though such Person has not assumed or
become liable for the payment of such obligations, (g) all liabilities of
such Person in connection with the failure to make when due any contribution or
payment pursuant to or under any Plan and (h) net liabilities of such
Person under all Commodity Contracts, Interest Rate Contracts and foreign
exchange agreements.  For purposes of
determining the amount of Indebtedness 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.


 


“Indemnitees” has the meaning set forth in Section 13.3
hereof.


 


“Indemnified Liabilities” has the meaning set forth in Section 13.3.


 


12





















 


“Interest Rate Contracts” means interest rate swap
agreements, interest rate cap agreements, interest rate collar agreements,
interest rate insurance, and other agreements or arrangements designed to
provide protection against fluctuations in interest rates.


 


“Interest Rate Protection Agreement” means
an Interest Rate Contract between Borrower and a Lender which is entered into
by Borrower for hedging purposes with respect to transactions engaged in by
Borrower in the ordinary course of business and not for speculative purposes.


 


“Investment” means, relative to any Person, (a) any loan
or advance made by such Person to any other Person (excluding commission,
travel and similar advances to officers and employees made in the ordinary
course of business) and (b) any ownership or similar interest held by such
Person in any other Person.  The amount
of any Investment shall be the original principal or capital amount thereof
less all returns of principal or equity thereon (and without adjustment by
reason of the financial condition of such other Person) and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property.


 


“L/C Bank” means U.S. Bank.


 


“Lenders” means, collectively, each of the financial
institutions from time to time listed on Schedule I, L/C Bank and
Swingline Lender, and “Lender” means
any one of the Lenders.


 


“Letter of Credit” means a letter of credit issued by L/C
Bank under the Existing Credit Agreement or pursuant to Section 3.4
hereof.


 


“Letter of Credit Agreement” means L/C Bank’s standard letter
of credit application and documentation modified to such extent, if any, as L/C
Bank deems necessary.


 


“Letter of Credit Obligations” means, at any time, all
liabilities at such time of Borrowers to L/C Bank with respect to Letters of
Credit, whether or not any such liability is contingent.


 


“Leverage Ratio” means, as of the end of a fiscal quarter, the
ratio of (i) Debt (exclusive of any Contingent Obligations) as of the
end of such quarter to (ii) EBITDA.


 


“LIBOR” means, for each Fixed Rate Term, the rate per annum
(rounded upward if necessary to the nearest whole 1/100 of 1%) and determined
pursuant to the following formula:


 


	
  LIBOR
  =

  	
  Base LIBOR

  
	
   

  	
  100%
  - LIBOR Reserve Percentage

  



 


As used herein, (a) ”Base
LIBOR” means the rate per annum determined by Administrative Lender to be the
offered rate for deposits in U.S. Dollars with a term comparable to such


 


13





















 


Fixed Rate Term that
appears on Dow Jones Markets Service, Page 3750 (or any successor page) as
the London interbank offered rate for deposits in U.S. Dollars at approximately
11:00 AM (London time) two Business Days prior to the beginning of such Fixed
Rate Term, and (b) ”LIBOR Reserve Percentage” means, for any day, the
aggregate (without duplication) of the maximum rates (expressed as a decimal)
of reserve requirements in effect on such day (including basic, supplemental,
marginal and emergency reserves under any regulations of the Federal Reserve
Board or other Governmental Authority having jurisdiction with respect thereto)
dealing with reserve requirements prescribed for eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the
Federal Reserve Board) maintained by a member bank of the Federal Reserve
System.


 


“LIBOR Loan” means any Loan that bears interest with
reference to LIBOR.


 


“LIBOR Margin” means the number of basis points determined in
accordance with Schedule II.


 


“Lien” means any mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), security interest, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever, including, without limitation,
any conditional sale or other title retention agreement or the interest of a
lessor under a Capitalized Lease Obligation or any Other Lease.


 


“Loan” means an advance made by a Lender to Borrowers
pursuant to Section 3.1, Section 3.2 or Section 3.3.


 


“Loan Documents” means this Agreement, the Notes, each Letter
of Credit Agreement, each Interest Rate Protection Agreement and each other
agreement, note, notice, document, contract or instrument to which Borrower now
or hereafter is a party and that is required by Lender in connection with this
Agreement, a Note, a Letter of Credit Agreement, a Interest Rate Protection
Agreement or any of the obligations arising under any of such agreements or
Notes.


 


“Material Adverse Effect” means a material adverse effect on (a) the
condition (financial or otherwise), business, performance, operations or
properties of Borrowers, (b) the ability of Borrowers to perform their
obligations under the Loan Documents, or (c) the rights and remedies of
any Lender or Administrative Lender under the Loan Documents.


 


“Note” means any of (i) a master promissory note
executed by Borrowers in favor of Administrative Lender for the ratable benefit
of Lenders evidencing Revolving Loans, (ii) a master promissory note
executed by Borrowers in favor of Administrative Lender for the ratable benefit
of Lenders evidencing Term Loans or (iii) a promissory note executed by
Borrowers in favor of Swingline Lender evidencing the Swing Loans, each
substantially the same as one of the form promissory notes attached as Exhibit B.


 


“Notice of Authorized Representatives” has the meaning set
forth in Section 2.2 hereof.


 


14





















 


“Notice of Borrowing” has the meaning set forth in Section 3.1(c) hereof.


 


“Notice of Conversion or Continuation” has the meaning set
forth in Section 3.6(c) hereof.


 


“Obligations” means all of Borrowers’ obligations under the
Loan Documents, whether direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter arising.


 


“Obligor” means any Borrower or other Person (other than
Administrative Lender or any Lender) obligated under, or otherwise a party to,
any Loan Document


 


“Organic Documents” means, relative to any Obligor, as
applicable, its certificate or articles of incorporation, its by-laws, its
partnership agreement, its certificate of partnership, certificate of
organization, operating agreement and other limited liability company
organizational documents and all shareholder agreements, voting trusts and
similar arrangements applicable to any of its Stock or Stock Equivalents.


 


“Other Lease” means any synthetic lease, tax retention
operating lease, financing lease or any other lease having substantially the
same economic effect as a conditional sale, title retention agreement or
similar arrangement.


 


“PBGC” means the Pension Benefit Guaranty Corporation
established pursuant to Title IV of ERISA.


 


“Permit” means any permit, approval, authorization, license,
variance or permission required from a Governmental Authority under an
applicable Governmental Rule.


 


“Permitted Liens” means (a) Liens arising by operation
of law for taxes, assessments or governmental charges not yet due; (b) statutory
Liens of mechanics, materialmen, shippers, warehousemen, carriers, and other
similar persons for services or materials arising in the ordinary course of
business for which payment is not more than 30 days past due; (c) nonconsensual
Liens incurred or deposits made in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other types
of social security; (d) Liens for taxes or statutory Liens of mechanics,
materialmen, shippers, warehousemen, carriers and other similar persons for
services or materials that are due but are being contested in good faith and by
appropriate and lawful proceedings promptly initiated and diligently conducted
and for which reserves have been established to the extent required by GAAP; (e) Liens
listed on the Disclosure Letter; (f) Liens granted in the Loan Documents; (g) purchase
money Liens upon or in any property (other than chassis and real property) of
Borrower and used by Borrower in the ordinary course of business and Liens to
secure Capitalized Lease Obligations and Other Leases and any related payment
and performance obligations if, in each case, the incurrence of such
Indebtedness is permitted by Section 9.2; provided, however, that: (A) any
such Lien is created solely for the purpose of securing Indebtedness
representing, or incurred to finance, refinance or refund, the cost


 


15





















 


(including, without
limitation, the cost of construction and the reasonable fees and expenses
relating to such Indebtedness) of the property subject thereto, (B) the
principal amount of the Indebtedness secured by such Lien does not exceed such
cost, and (C) such Lien does not extend to or cover any other property
other than such item of property, any improvements on or replacements for such
item, and the proceeds from the disposition of such items; (h) zoning
restrictions, easements, rights of way, survey exceptions, encroachments,
covenants, licenses, reservations, leasehold interests, restrictions on the use
of real property or minor irregularities incident thereto which do not in the
aggregate materially detract from the value or use of the property or assets of
Borrower or impair, in any material manner, the use of such property for the
purposes for which such property is held by Borrower; (i) the interests of
lessors or lessees of property leased pursuant to leases permitted hereunder;
(j) Liens of a depository institution arising solely by virtue of any
statutory or common law provision relating to banker’s liens, rights of setoff,
or similar rights and remedies as to deposit accounts or other funds maintained
with such institution, provided that (A) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by Borrower in excess of those set forth by regulations promulgated by
any Government Authority, and (B) such deposit account is not intended by
Borrower to provide collateral to the depository institution; (k) judgment
Liens to the extent the existence of such Liens is not an Event of Default
under Section 11.1(g); (l) any of the following arising in the
ordinary course of business: deposits or pledges to secure bids, tenders,
contracts (other than contracts for the payment of money), leases, statutory
obligations, surety and appeal bonds and other obligations of like nature;
(m) Liens on chassis purchased by Borrower in the ordinary course of
business; (n) Liens not otherwise included in items (a) through (m)
that do not encumber real property, do not secure, in the aggregate, amounts in
excess of $5,000,000 and do not have priority over the Liens granted by
Borrowers to Administrative Lender; (o) Liens on the assets of an Entity
existing on the date an acquisition transaction permitted by Section 9.5(h) is
consummated, provided such Liens were not incurred in anticipation of the
acquisition transaction; and (p) until December 7, 2005, the R-Vision
Liens.


 


“Person” means an individual, partnership, corporation
(including, without limitation, a business trust), joint stock company, limited
liability company, trust, unincorporated association, joint venture or other
entity, or a Governmental Authority.


 


“Plan” means an employee benefit plan, as defined in Section 3(3) of
ERISA, which Borrower maintains, contributes to or has an obligation to
contribute to on behalf of participants who are or were employed by any of
them.


 


“Prime Margin” means the number of basis points determined in
accordance with Schedule II.


 


“Prime Rate” means, for any day, an interest rate per annum
equal to the rate of interest most recently announced within U.S. Bank at its
principal office as its prime rate, with any change in the prime rate to be
effective as of the day such change is announced within U.S. Bank and with the
understanding that the prime rate is one of U.S. Bank’s base rates used to
price some loans and may not be the lowest rate at which U.S. Bank makes any


 


16





















 


loan, and is evidenced by
the recording thereof in such internal publication or publications as U.S. Bank
may designate.


 


“Prime Rate Loan” means any Loan that bears interest with
reference to the Prime Rate.


 


“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; and (iii) with respect to all Loans, the quotient obtained by
dividing the total of 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.


 


“Records” means all of Borrowers’ present and future records
and books of account of every kind or nature, purchase and sale agreements,
invoices, ledger cards, bills of lading and other shipping evidence,
statements, correspondence, memoranda, credit files, electronically stored data
and other data, together with the tapes, disks, diskettes, drives and other
data and software storage media and devices, file cabinets or containers in or
on which the foregoing are stored (including any rights of Borrower with
respect to the foregoing maintained with or by any other Person).


 


“Release” means, as to any Person, any unpermitted spill,
emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal,
leaching or migration of a Contaminant into the environment, and any “release”
as defined in the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.).


 


“Remedial Action” means all actions required to clean up,
remove, prevent or minimize a Release or threat of Release or to perform
pre-remedial studies and investigations and post-remedial monitoring and care.


 


“Required Lenders” means any non-defaulting Lender or Lenders
having more than two-thirds of the Total Commitments.


 


“Repurchase Obligations” all obligations of Parent to its
dealers incurred in the ordinary course of Parent’s business to repurchase
recreational vehicles.


 


“Responsible Officer” means any executive officer of
Borrower, including, without limitation, president, chief executive officer,
chief financial officer, treasurer, controller, general counsel, chief risk
management officer, chief environmental officer or any other person performing
responsibilities customarily performed by such officers.


 


17





















 


“Revolver Maturity Date” means the earlier of November 17,
2009 or the due date determined pursuant to Section 11.2.


 


“Revolving Loan” means a Loan made by a Lender to Borrowers
pursuant to Section 3.1.


 


“Revolving Loan Commitment” means, as to any Lender, the
amount set opposite such Lender’s name on Schedule I as its “Revolving
Loan Commitment,” as such amount may be reduced from time to time pursuant to
this Agreement or as such amount may be adjusted pursuant to Section 13.5(c).


 


“Rights to Payment” means all Accounts, General Intangibles,
contract rights, chattel paper, documents, instruments, letters of credit,
bankers acceptances and guaranties, and all present and future liens, security
interests, rights, remedies, title and interest in, to and in respect of
Accounts and other Collateral, and shall include without limitation, (a) rights
and remedies under or relating to guaranties, contracts of suretyship, letters
of credit and credit and other insurance related to the Collateral, (b) rights
of stoppage in transit, replevin, repossession, reclamation and other rights
and remedies of an unpaid vendor, lienor or secured party, (c) goods
described in invoices, documents, contracts or instruments with respect to, or
otherwise representing or evidencing, Accounts or other Collateral, including
without limitation, returned, repossessed and reclaimed goods, and (d) deposits
by and property of account debtors or other persons securing the obligations of
account debtors, moneys, securities, credit balances, deposits, deposit
accounts and other property of Borrower now or hereafter held or received by or
in transit to Administrative Lender, any Lender or any of their affiliates or
at any other depository or other institution from or for the account of
Borrower, whether for safekeeping, pledge, custody, transmission, collection or
otherwise.


 


“R-Vision Companies” means R-Vision, Inc., R-Vision
Motorized LLC, an Indiana limited liability company, Bison Manufacturing, LLC,
an Indiana limited liability company, and Roadmaster LLC, an Indiana limited
liability company.


 


“R-Vision Liens” means the Liens of General Electric Capital
Corporation, Ford Motor Credit Company and General Motors Acceptance
Corporation designated with an asterisk on Schedule 4.9 of the Stock and
Unit Purchase Agreement dated November 9, 2005 among R-Vision Holdings
LLC, Parent and various parties as sellers regarding the stock and member
interests of the R-Vision Companies.


 


“Stock” means shares of capital stock, membership interests,
beneficial or partnership interests, participations or other equivalents (regardless
of how designated) of or in a corporation, limited liability company,
partnership or other entity, whether voting or nonvoting, and includes, without
limitation, common stock and preferred stock.


 


“Stock Equivalents” means all securities convertible into or
exchangeable for Stock and all warrants, options or other rights to purchase or
subscribe for any Stock, whether or not presently convertible, exchangeable or
exercisable.


 


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“Subsidiary” means any Person required by GAAP to be included
in the consolidated financial reporting of Borrower.


 


“Swing Loan” means a Loan made by the Swingline Lender to
Borrowers pursuant to Section 3.2.


 


“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.


 


“Swingline Lender” means U.S. Bank.


 


“Tangible
Net Worth” means the total of Parent’s shareholders’ equity, plus
Debt subordinated in writing to the Obligations on terms acceptable to Required
Lenders in favor of the prior payment in full in cash of the Obligations, less
consolidated intangible assets.


 


“Term Loan” means a Loan made by a Lender to Borrowers
pursuant to Section 3.3.


 


“Term Loan Commitment” means, as to any Lender, the amount
set opposite such Lender’s name on Schedule I as its “Term Loan
Commitment,” as such amount may be reduced from time to time pursuant to this
Agreement or as such amount may be adjusted pursuant to Section 13.5(c).


 


“Term Loan Maturity Date” means November 18, 2010.


 


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


 


“Tranche” means a collective reference to all LIBOR Loans
which have a Fixed Rate Term starting on the same day and ending on the same
day; provided that if, notwithstanding that all
such loans have the same interest term, Borrowers request that a group of such
Loans be treated separately for LIBOR calculation purposes, then each such
separate group of Loans shall be treated as a separate Tranche.


 


“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


 


19





















 


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.


 


1.2                  ACCOUNTING AND FINANCIAL DETERMINATIONS


 


Any accounting
term used in this Agreement that is not specifically defined herein shall have
the meaning customarily given to it under GAAP, and all accounting
determinations and computations under any Loan Document shall be made, and all
financial statements required to be delivered under any Loan Document shall be
prepared, in accordance with GAAP applied in the preparation of the financial
statements referred to in Section 6.5.


 


1.3                  HEADINGS


 


Headings in this
Agreement and each of the other Loan Documents are for convenience of reference
only and are not part of the substance hereof or thereof.


 


1.4                  ADDITIONAL DEFINITION PROVISIONS


 


Whenever the terms
“herein,” “hereof,” “hereto,” “hereunder,” “therein,” “thereof,” “thereto,” “thereunder,”
and similar terms contained in this Agreement or any Loan Document refer to
this Agreement or other Loan Document, such terms refer to the whole of this
Agreement or other Loan Document and not to any particular section, paragraph
or provision.  All other terms contained
in this Agreement that are not defined herein shall, unless the context
indicates otherwise, have the meanings provided in the Code to the extent such
terms are defined therein.


 


ARTICLE II.           APPOINTMENT
OF BORROWERS’ AGENT; JOINT AND SEVERAL LIABILITY


 


2.1                  APPOINTMENT
OF AGENT


 


In order to
facilitate and insure prompt and accurate communication among Borrowers and
Lenders and to insure the efficient and effective distribution of proceeds of
the Loans, each Borrower hereby appoints Parent as its agent to perform the
functions of Borrowers’ Agent under the Loan Documents, to take such actions
and make such elections on such Borrower’s behalf as are delegated to the Borrowers’
Agent in the Loan Documents and for the following purposes: (i) communicating
to and receiving communications from Administrative Lender and Lenders; (ii) receiving
all proceeds of the Loans and making all


 


20





















 


decisions regarding the
distribution of such proceeds among the Borrowers as Borrowers’ Agent, in the
sole exercise of its discretion, deems fair and appropriate; and (iii) making
all decisions and elections with respect to requests for advances of credit,
issuance of Letters of Credit and election of interest options.


 


2.2                  AUTHORIZED REPRESENTATIVES


 


On the Closing
Date, and from time to time subsequent thereto at Borrowers’ Agent’s option,
Borrowers’ Agent shall deliver to Administrative Lender a written notice in the
form of Exhibit C attached hereto, which designates by name one or
more Authorized Representatives and includes each of their respective specimen
signatures (each, a “Notice of Authorized Representatives”).  Administrative Lender shall be entitled to
rely conclusively on the authority of each person designated as an Authorized
Representative in the most current Notice of Authorized Representatives
delivered by Borrowers’ Agent to Administrative Lender, to request borrowings,
to select interest rate options hereunder, and to give to Administrative Lender
such other notices as are specified herein as being made through an Authorized
Representative, until such time as Borrowers’ Agent has delivered to
Administrative Lender, and Administrative Lender has actual receipt of, a new
written Notice of Authorized Representatives. 
Administrative Lender shall have no duty or obligation to Borrowers to
verify the authenticity of any signature appearing on any Notice of Borrowing,
Notice of Conversion or Continuation or any other notice from an Authorized
Representative or to verify the authenticity of any person purporting to be an
Authorized Representative giving any telephonic notice permitted hereby.


 


2.3          JOINT AND SEVERAL LIABILITY; RIGHTS OF CONTRIBUTION


 


(a)           Each
Borrower states and acknowledges that:  (i) pursuant
to this Agreement, Borrowers desire to utilize their borrowing potential on a
consolidated basis to the same extent possible if they were merged into a
single corporate entity; (ii) it has determined that it will benefit
specifically and materially from the advances of credit contemplated by this
Agreement; (iii) it is both a condition precedent to the obligations of
Lenders hereunder and a desire of Borrowers that each Borrower execute and
deliver to Lenders this Agreement; and (iv) Borrowers have requested and
bargained for the structure and terms of the credit contemplated by this
Agreement.


 


(b)           Each
Borrower hereby irrevocably and unconditionally:  (i) agrees that it is jointly and
severally liable to Lenders for the full and prompt payment of the Obligations
and the performance by each Borrower of its obligations hereunder in accordance
with the terms of the Loan Documents; (ii) agrees to fully and promptly
perform all of its obligations under the Loan Documents with respect to each
advance of credit hereunder as if such advance had been made directly to it;
and (iii) agrees as a primary obligation to indemnify Lenders on demand
for and against any loss incurred by Lenders (other than a loss arising any
Lender’s willful misconduct or gross negligence) as a result of any of the
obligations of any one or more of Borrowers under the Loan Documents being or
becoming void, voidable, unenforceable or ineffective for any reason whatsoever,
whether or not known to Lenders or


 


21





















 


any other Person, the
amount of such loss being the amount which Lenders would otherwise have been
entitled to recover from any one or more of Borrowers.  Each Borrower hereby irrevocably and
unconditionally accepts, not merely as a surety but also as a co-debtor, joint
and several liability with each other Borrower with respect to the payment and
performance of all of the Obligations. 
If and to the extent that any Borrower fails to make any payment with
respect to the Obligations as and when due or to perform any of its obligations
in accordance with the terms of the Loan Documents, then in each such event the
other Borrowers will make such payment with respect to, or perform, such
obligations.


 


(c)           The
joint and several liability of each Borrower for the Obligations shall be
absolute and unconditional irrespective of and shall not be subject to any
reduction, limitation, impairment or termination for any reason, including,
without limitation, any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or
unenforceability of any of the Obligations. 
Without limiting the generality of the foregoing, the obligations of
each Borrower shall not be discharged or impaired or otherwise affected by:


 


(i)            any
change in the manner, place or terms of payment or performance and/or any change
or extension of the time of payment or performance of, renewal or alteration
of, any Obligation, any security therefor, or any liability incurred directly
or indirectly in respect thereof, or any rescission of, or amendment, waiver or
other modification of, or any consent to departure from any Loan Document,
including any increase in the Obligations resulting from the extension of
additional credit to any Borrower;


 


(ii)           any
sale, exchange, release, surrender, realization upon any property at any time
pledged or mortgaged to secure any of the Obligations, and/or any offset
against, or failure to perfect, or continue the perfection of, any lien in any
such property, or delay in the perfection of any such lien, or any amendment or
waiver of or consent to departure from any other guaranty for any of the
Obligations;


 


(iii)          the
failure of Lenders to assert any claim or demand or to enforce any right or
remedy against any Borrower or other Person under the provisions of any Loan
Document;


 


(iv)          any
settlement or compromise of any Obligation, any security therefor or any
liability incurred directly or indirectly in respect thereof, and any
subordination of the payment of any part thereof to the payment of any
obligation (whether due or not) of any other Borrower to creditors of such
other Borrower other than any other Borrower;


 


(v)           any
manner of application of any collateral for the Obligations or proceeds
thereof, to any of the Obligations, or any manner of sale or other disposition


 


22





















 


of any such collateral
for all or any of the Obligations or any other assets of any Borrower;


 


(vi)          any
change, restructuring or termination of the existence of any Borrower; or


 


(vii)         any
other agreement or circumstance of any nature whatsoever that might in any
manner or to any extent vary the risk of any Borrower, or that might otherwise
at law or in equity constitute a defense available to, or a discharge of, the
obligations of any Borrower, or a defense to, or discharge of, any Borrower or
other Person relating to any of the Obligations.


 


(d)           The
joint and several liability of Borrowers shall continue in full force and
effect notwithstanding any absorption, merger, amalgamation or any other change
whatsoever in the name, membership, constitution or place of formation of any
Borrower.


 


(e)           It
is the intent of each Borrower that the indebtedness, obligations and liability
hereunder of no one of them be subject to challenge on any basis.  Accordingly, as of the date hereof, the
liability of each Borrower under the Loan Documents, together with all of its
other liabilities to all Persons as of the date hereof and as of any other date
on which a transfer is deemed to occur by virtue of this Agreement, calculated
in an amount sufficient to pay its probable net liabilities (including
Contingent Obligations) as the same become absolute and matured (“Dated
Liabilities”) is, and is to be, less than the amount of the aggregate of a fair
valuation of its property as of such corresponding date (“Dated Assets”).  To this end each Borrower hereby (i) grants
to and recognizes in each other Borrower, ratably, rights of subrogation and
contribution in the amount, if any, by which the Dated Assets of such Borrower,
but for the aggregate of subrogation and contribution in its favor recognized
herein, would exceed the Dated Liabilities of such Borrower or, as the case may
be (ii) acknowledges receipt of and recognizes its right to subrogation
and contribution ratably from each of the other Borrowers in the amount, if
any, by which the Dated Liabilities of such Borrower, but for the aggregate of
subrogation and contribution in its favor recognized herein, would exceed the
Dated Assets of such Borrower.  In
recognizing the value of the Dated Assets and the Dated Liabilities, it is
understood that Borrowers will recognize, to at least the same extent of their
aggregate recognition of liabilities hereunder, their rights to subrogation and
contribution hereunder.  It is a material
objective of this Section that each Borrower recognizes rights to
subrogation and contribution rather than be deemed to be insolvent (or in
contemplation thereof) by reason of its joint and several obligations
hereunder.


 


ARTICLE III.       THE
CREDITS


 


3.1               REVOLVING
LOANS


 


(a)           On
the terms and subject to the conditions contained in this Agreement, each
Lender severally agrees to make loans (each a “Revolving Loan”) to Borrowers
from time to


 


23





















 


time until the Revolver Maturity
Date in an aggregate amount not to exceed at any time outstanding such Lender’s
Revolving Loan Commitment; provided, however, that at no time shall any Lender
be obligated to make a Revolving Loan in excess of such Lender’s Ratable
Portion of the Available Credit. 
Borrowers may from time to time borrow, partially or wholly repay its
outstanding borrowings, and reborrow, subject to all the limitations, terms and
conditions contained herein.  The
Revolving Loans shall be evidenced by a Note, and on the Closing Date the
promissory note issued under the Existing Credit Agreement evidencing revolving
loans shall be exchanged for a Note.


 


(b)           If
at any time the Available Credit is negative, Borrowers, without demand or
notice, shall immediately repay that portion of the Revolving Loans necessary
to cause the Available Credit to be zero. 
Borrowers shall repay the outstanding principal balance of the Revolving
Loans, together with all accrued and unpaid interest and related fees on the Revolver
Maturity Date.


 


(c)           Borrowers’
Agent, through an Authorized Representative, shall request each advance of a
Revolving Loan by giving Administrative Lender irrevocable written notice or
telephonic notice (confirmed promptly by fax or email), in the form of Exhibit D
attached hereto (each, a “Notice of Borrowing”), which specifies, among other
things:


 


(i)            the
aggregate principal amount of the requested advances (which amount must be a
minimum of $1,000,000 and in integral multiples of $100,000 if a LIBOR Loan);


 


(ii)           the
proposed date of borrowing, which shall be a Business Day;


 


(iii)          whether
such advance is to be a Prime Rate Loan or a LIBOR Loan; and


 


(iv)          if
such advance is to be a LIBOR Loan, the length of the Fixed Rate Term
applicable thereto.


 


Each such Notice of
Borrowing must be received by Administrative Lender not later than 9:00 AM
(Portland time) (x) on the date of borrowing if a Prime Rate Loan or
(y) at least three Business Days prior to the date of borrowing if a LIBOR
Loan.  Administrative Lender shall
promptly notify each Lender of the contents of each Notice of Borrowing and of
the amount of the advance to be made by such Lender no later than 10:00 AM
(Portland time) on the Business Day of receipt for Prime Rate Loans and
1:00 PM (Portland time) the Business Day after receipt with respect to
LIBOR Loans.


 


(d)           From
time to time before 9:00 AM (Portland time) on any Business Day, Borrowers may
make a voluntary prepayment, in whole or in part, of the outstanding principal
amount of any Revolving Loan(s) that are Prime Rate Loans.  From time to time before 9:00 AM
(Portland time) on any Business Day, Borrowers may make a voluntary prepayment,
in whole or in part, of the outstanding principal amount of any Revolving
Loan(s) that are LIBOR Loans; provided, however, that (i) Borrowers’ Agent
gives


 


24





















 


Administrative Lender
notice of such prepayment before 2:00 PM (Portland time) on the third Business
Day before the date of prepayment (which notice shall be irrevocable), (ii) each
voluntary partial prepayment must be in a minimum of $1,000,000 and in integral
multiples of $100,000; and (iii) any prepayment shall be subject to the
provisions of Section 3.12 hereof.


 


(e)           On
one occasion before the Revolver Maturity Date at a time when no Default is
continuing, Borrowers may request an increase in the aggregate Revolving Loan
Commitments of not less than $5,000,000 nor more than $25,000,000 by Borrowers’
Agent delivering notice of such request to Administrative Lender, which notice
may also identify one or more banks or other institutional lenders Borrowers
believe are willing to become Lenders and make such Revolving Loan Commitments
(“Potential Lenders”).  Lenders shall
have no obligation to grant any such request, and Administrative Lender and
each Lender, in the exercise of their sole discretion, may respond to such
request in such manner and with such conditions (including additional fees) as they
deem appropriate in their sole discretion. 
If any Lender is willing to increase its Revolving Loan Commitment or if
any Potential Lender acceptable to Administrative Lender is willing to make a
Revolving Loan Commitment, Administrative Lender shall advise Borrowers’ Agent
of the terms acceptable to such Lenders and/or Potential Lenders on which the
aggregate Revolving Loans may be increased. 
If Borrowers, in their sole discretion, notify Administrative Lender
that such terms are acceptable, Administrative Lender, at Borrowers’ expense,
shall prepare, and the parties shall sign, an amendment to this Agreement reflecting
such terms.  Upon the execution of any
such amendment and increase in the aggregate Revolving Loan Commitments, the
principal portion of each Lender’s outstanding Revolving Loans shall be
adjusted so that each Lender holds its Ratable Portion of the aggregate
outstanding Revolving Loans.


 


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 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, and on the Closing Date the
promissory note issued under the


 


25





















 


Existing Credit Agreement
evidencing swing loans shall be exchanged for a Note.  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.


 


3.3                  TERM
LOAN


 


(a)           On the terms and subject to the conditions contained in this Agreement,
each Lender severally agrees to make a term loan (each a “Term Loan”) in a
single advance on the Closing Date to Borrowers in the amount of such Lender’s
Term Loan Commitment.  The Term Loans
shall be evidenced by a Note.


 


(b)           On the Term Loan Maturity Date, Borrowers shall repay the unpaid
principal amount of each Term Loan, and prior thereto:


 


(i)            Borrowers shall, on the last day of each fiscal
quarter, beginning April 1, 2006, repay the outstanding principal balance
of the Term Loans by making a payment in the aggregate amount of $1,428,572;
and


 


(ii)           Borrowers may, from time to time on any Business Day, make a voluntary
prepayment, in whole or in part, of the outstanding principal amount of the
Term Loans; provided, however, that (A) all such voluntary prepayments
shall require at least three but no more than five Business Days prior written
notice to Administrative Lender; and (B) all such voluntary partial
prepayments shall be in an aggregate minimum amount of $1,000,000 and an
integral multiple of $100,000.  Each such
prepayment (A) will be applied in the inverse order of the scheduled


 


26





















 


repayments
of Term Loans set forth in clause (i) and shall be applied ratably among
the Term Loans and (B) will be without premium or penalty, except for any
funding loss indemnification required by Section 3.12.  No amounts paid or prepaid with respect to
Term Loans may be reborrowed.


 


3.4                  LETTER
OF CREDIT FACILITY


 


(a)           On
the terms and subject to the conditions contained in this Agreement, L/C Bank
agrees promptly to issue one or more Letters of Credit at the request of
Borrowers’ Agent for the account of Borrowers from time to time until ten days
before the Revolver Maturity Date; provided, however, that L/C Bank shall not
issue any Letter of Credit if:


 


(i)            any
order, judgment or decree of any Governmental Authority or arbitrator of which
L/C Bank is aware shall purport by its terms to enjoin or restrain L/C Bank
from issuing such Letter of Credit or any Governmental Rule applicable to
L/C Bank or any request or directive (whether or not having the force of law)
from any Governmental Authority with jurisdiction over L/C Bank shall prohibit,
or request that L/C Bank refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon L/C Bank
with respect to such Letter of Credit any restriction or reserve or capital
requirement (for which L/C Bank is not otherwise compensated) not in effect on
the date hereof or result in any loss, cost or expense which (A) was not
applicable, in effect or known to L/C Bank on the Closing Date and which L/C
Bank in Good Faith deems material to it, and (B) the reimbursement of
which is not provided for hereunder;


 


(ii)           L/C
Bank shall have received written notice from Administrative Lender or Borrowers’
Agent, on or before the Business Day prior to the requested date of issuance of
such Letter of Credit, that one or more of the applicable conditions contained
in Article VII is not then satisfied;


 


(iii)          after
giving effect to the issuance of such Letter of Credit, the Letter of Credit
Obligations exceed $5,000,000;


 


(iv)          the
amount of the Letter of Credit requested exceeds the Available Credit; or


 


(v)           fees
due in connection with a requested issuance have not been paid.


 


None of the Lenders
(other than the Lender that is L/C Bank) shall have any obligation to issue any
Letters of Credit.


 


(b)           In
no event shall the expiry date of any Letter of Credit be more than one year
for a standby Letter of Credit or fall after ten days before the Revolver Maturity
Date.


 


(c)           Prior
to the issuance of each Letter of Credit, Borrowers’ Agent shall have delivered
to L/C Bank, if requested by L/C Bank, a Letter of Credit Agreement, signed by


 


27





















 


Borrowers, and such other
documents or items as L/C Bank may require pursuant to the terms thereof.


 


(d)           In
connection with the issuance of each Letter of Credit, Borrowers’ Agent shall give
L/C Bank and Administrative Lender at least three Business Days prior written
notice of the requested issuance of such Letter of Credit.  Such notice shall be irrevocable and binding
on Borrowers and shall specify (i) whether the Letter of Credit is to be a
standby or commercial (documentary) Letter of Credit, (ii) the stated
amount of the Letter of Credit requested, (iii) the date of issuance of
such requested Letter of Credit (which day shall be a Business Day), (iv) the
date on which such Letter of Credit is to expire (which date shall be a
Business Day), (v) the Person for whose benefit the requested Letter of
Credit is to be issued, and (vi) such other terms and conditions of the
proposed Letter of Credit as are requested by Borrowers’ Agent and acceptable
to L/C Bank.  Such notice, to be
effective, must be received by L/C Bank and Administrative Lender not later
than 10:00 AM (Portland time) on the last Business Day on which notice can be
given under the immediately preceding sentence.


 


(e)           Subject
to the terms and conditions of this Section 3.4 and provided that the
applicable conditions set forth in Article VII have been satisfied, L/C
Bank shall, on the requested date, issue a Letter of Credit on behalf of
Borrowers in accordance with the applicable request and L/C Bank’s usual and
customary business practices and in a final form reasonably satisfactory to
Borrowers’ Agent.


 


(f)            Immediately
upon L/C Bank’s issuance of a Letter of Credit, L/C Bank shall be deemed to
have sold and transferred to each Lender, and each Lender shall be deemed
irrevocably and unconditionally to have purchased and received from L/C Bank,
without recourse or warranty, an undivided interest and participation, to the
extent of such Lender’s Ratable Portion, in such Letter of Credit and the
obligations of Borrowers with respect thereto (including, without limitation,
all Letter of Credit Obligations with respect thereto) and any security
therefor and guaranty pertaining thereto and each Lender’s Revolving Loan
Commitment shall be deemed used to the extent of such Lender’s Ratable Portion
of such Letter of Credit Obligations.


 


(g)           In
determining whether to pay under any Letter of Credit, L/C Bank shall not have
any obligation relative to Lenders other than to confirm that any documents
required to be delivered under such Letter of Credit appear to have been
delivered and that they appear to comply on their face with the requirements of
such Letter of Credit.  Any action taken
or omitted to be taken by L/C Bank under or in connection with any Letter of
Credit, if taken or omitted in the absence of gross negligence or willful
misconduct, shall not put L/C Bank under any resulting liability to any other
Lender.


 


(h)           If
L/C Bank makes any payment under any Letter of Credit, L/C Bank shall promptly
notify Administrative Lender, who shall promptly notify each Lender, and each
Lender shall promptly and unconditionally pay to Administrative Lender for the
account of L/C Bank the amount of such Lender’s Ratable Portion of such payment
in same day funds (and upon receipt, Administrative Lender shall promptly pay
the same to L/C Bank), which


 


28





















 


payment shall be deemed
to be and shall constitute a Revolving Loan that is a Prime Rate Loan made by such
Lender to Borrowers; provided, however, that if the Swingline Lender so elects,
and if a Swing Loan can be made in such amount, Administrative Lender shall
promptly notify the Swingline Lender of such payment by L/C Bank, and the
Swingline Lender shall, and Borrowers hereby authorize the Swingline Lender to,
pay to Administrative Lender for the account of L/C Bank the amount of such
payment in same day funds, which payment shall be deemed to be and shall
constitute a Swing Loan made by the Swingline Lender to Borrowers.  The Revolving Loans shall be made, or the
Swing Loan may be made, as contemplated in the preceding sentence
notwithstanding Borrowers’ failure to satisfy the conditions set forth in Section 7.2.  If Administrative Lender so notifies such
Lender prior to 10:00 AM (Portland time) on any Business Day, such Lender shall
make available to Administrative Lender for the account of L/C Bank its Ratable
Portion of the amount of such payment by 1:00 PM (Portland time) on such
Business Day in same day funds.  If and
to the extent such Lender does not make its Ratable Portion available to
Administrative Lender for the account of L/C Bank, such Lender agrees to repay
to Administrative Lender for the account of L/C Bank on demand such amount
together with interest thereon at the Federal Funds Rate for each day from such
date until the date paid.  The failure of
any Lender to make available to Administrative Lender for the account of L/C
Bank its Ratable Portion of any such payment shall not relieve any other Lender
of its obligations hereunder.


 


(i)            The
obligations of Lenders to make payments to Administrative Lender for the
account of L/C Bank with respect to Letters of Credit shall be irrevocable and
not subject to any qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances (except as expressly provided in Section 3.4(g)), including,
without limitation, any of the following circumstances:


 


(i)            any
lack of validity or enforceability of any of the other Loan Documents;


 


(ii)           the
existence of any claim, setoff, defense or other right which Borrowers may have
at any time against a beneficiary named in a Letter of Credit, any transferee
of any Letter of Credit (or any Person for whom any such transferee may be
acting), Administrative Lender, any Lender or any other Person, whether in
connection with this Agreement, any Letter of Credit, the transactions
contemplated herein or any unrelated transactions (including, without limitation,
any underlying transaction between Borrower and the beneficiary named in any
Letter of Credit);


 


(iii)          any
draft, certificate or any other document presented under the Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or


 


(iv)          the
occurrence of any Default.


 


29





















 


3.5                  INTEREST/FEES


 


(a)           Interest.  The outstanding principal balance of each
Loan shall bear interest at the Applicable Rate.  The foregoing notwithstanding, the rate of
interest applicable at all times during the continuation of an Event of Default
shall be a fluctuating rate per annum equal to the Prime Rate in effect from
time to time, plus 200 basis points.  All
fees, expenses and other amounts not paid when due shall bear interest (from
the date due until paid) at the rate set forth in the preceding sentence.


 


(b)           Letter
of Credit Fees.  With respect to each
Letter of Credit, upon the issuance, renewal and/or amendment thereof,
Borrowers shall pay to Administrative Lender, for the ratable benefit of
Lenders, the following fees, each of which shall be nonrefundable even if any
Letter of Credit is terminated or canceled before its stated expiration date:


 


(i)            with
respect to each Letter of Credit that is a standby letter of credit, a fee
equal to the face amount thereof (or, with respect to an amendment increasing
the face amount, the increase in the face amount only) multiplied by a rate per
annum equal to the then applicable LIBOR Margin for Revolving Loans for a
period equal to the term of such Letter of Credit (or, with respect to an
amendment increasing the term, the increase in the term only); and


 


(ii)           with
respect to each Letter of Credit that is a commercial (documentary) Letter of
Credit, a fee equal to the greater of $350 or a percentage of the face amount
thereof equal to the then applicable LIBOR Margin for Revolving Loans for the
period it is outstanding.


 


In addition, upon the
occurrence of any other activity with respect to any Letter of Credit,
Borrowers shall pay to L/C Bank a fee determined in accordance with L/C Bank’s
standard fees and charges then in effect for such activity.


 


(c)           Administrative Lender’s Fees.  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 dated November 12, 2004.


 


(d)           Unused Line Fee.  On the last day of each calendar quarter
beginning December 31, 2004 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 December 31, 2004 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


 


30





















 


daily outstanding balance
of the Swing Loans for such quarter or period multiplied by (ii) a
per annum rate equal to the Fee Percentage.


 


(e)           Computation and Payment.  All interest and per annum fees shall be
computed on the basis of a 360-day year, actual days elapsed, except interest
on Prime Rate Loans shall be computed on the basis of a 365/366-day year,
actual days elapsed.  Interest on Prime
Rate Loans shall be payable monthly, in arrears, on the first day of each
month, on the Revolver Maturity Date with respect to Revolving Loans and on the
Term Loan Maturity Date with respect to Term Loans.  Interest on LIBOR Loans shall be paid on the
last day of each Fixed Rate Term, at the end of the third month with respect to
each Fixed Rate Term of six months, on the Revolver Maturity Date with respect
to Revolving Loans and on the Term Loan Maturity Date with respect to Term
Loans.


 


3.6                  INTEREST
OPTIONS


 


(a)           Election.  Subject to the requirement that each LIBOR
Loan be in a minimum amount of $1,000,000 and in integral multiples of $100,000
and the limitation in Section 3.6(b) regarding the number of Tranches
outstanding at any time, (i) except as otherwise provided herein, at any
time when a Default is not continuing Borrowers’ Agent may convert all or any
portion of a Prime Rate Loan to a LIBOR Loan for a Fixed Rate Term designated
by Borrowers’ Agent, and (ii) at any time Borrowers’ Agent may convert all
or a portion of a LIBOR Loan at the end of the Fixed Rate Term applicable
thereto to a Prime Rate Loan or, if no Default is continuing, to a LIBOR Loan
for a new Fixed Rate Term designated by Borrowers’ Agent.  If Borrowers’ Agent has not made the required
interest rate conversion or continuation election prior to the last day of any
Fixed Rate Term, Borrowers shall be deemed to have elected to convert such
LIBOR Loan to a Prime Rate Loan.


 


(b)           Maximum Number of Tranches.  At no time shall there be more than ten
Tranches outstanding at any time.


 


(c)           Notice to Administrative Lender.  Borrowers’ Agent shall request each interest
rate conversion or continuation by giving Administrative Lender irrevocable
written notice or telephonic notice (confirmed promptly in writing), in the
form of Exhibit E attached hereto (a “Notice of Conversion or
Continuation”), that specifies, among other things:  (i) the Loan to which such Notice of
Conversion or Continuation applies; (ii) the principal amount that is the
subject of such conversion or continuation; (iii) the proposed date of
such conversion or continuation, which shall be a Business Day; and (iv) if
such Notice pertains to a LIBOR Loan, the length of the applicable Fixed Rate
Term.  Any such Notice of Conversion or
Continuation must be received by Administrative Lender not later than
9:00 AM (Portland time) (i) at least one Business Day prior to the
effective date of any Prime Rate interest selection, and (ii) at least
three Business Days prior to the effective date of any LIBOR interest
selection.  Administrative Lender shall
promptly notify each Lender of the contents of each such Notice of Conversion
or Continuation, or if timely notice is not received from Borrowers’ Agent
prior to the last day of any Fixed Rate Term, of the automatic conversion of
such LIBOR Loan to a Prime Rate Loan.


 


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3.7                  OTHER
PAYMENT TERMS


 


(a)           Automatic Debit.  Administrative Lender may, and Borrowers
hereby authorize Administrative Lender to, debit any deposit account of
Borrower with Administrative Lender for all payments of principal, interest,
fees and other amounts due under the Loan Documents as they become due,
provided that Administrative Lender shall first debit Borrowers’ Agent’s
account no. 1536-9121-3778 with Administrative Lender, before debiting any
other account.


 


(b)           Place and Manner.  Borrowers shall make all payments due to each
Lender under the Loan Documents by payment to Administrative Lender at
Administrative Lender’s Office, for the account of such Lender, in lawful money
of the United States and in same day or immediately available funds not later
than 11:00 AM (Portland time) on the date due.  Administrative Lender shall promptly disburse
to each Lender at such Lender’s Applicable Lending Office each such payment
received by Administrative Lender for such Lender no later than 2:00 PM
(Portland time) on the Business Day received if received before 11:00 AM
(Portland time), or if received later, by 2:00 PM (Portland time) on the
next Business Day.


 


(c)           Date.  Whenever any payment due hereunder shall fall
due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall be included in the
computation of interest or fees, as the case may be.


 


(d)           Application of Payments.  Unless otherwise designated by Borrowers’
Agent at a time when no Default is continuing, each payment under the Loan
Documents (including prepayments and proceeds of Collateral) shall be applied
first to unpaid fees, costs and expenses then due and payable under the Loan
Documents, second to accrued interest then due and payable under the Loan
Documents (applied first to interest due and payable on the Swing Loans and
then to the other Loans), third to the principal of the Term Loans then due and
payable, fourth (in the absence of a Default) to any amount then due and
payable with respect to Interest Rate Protection Agreements, fifth to the
outstanding principal of the Swing Loans, sixth to the outstanding principal of
the Revolving Loans, seventh to the outstanding principal of the Term Loans, and
eighth to the Obligations with respect to Interest Rate Protection Agreements.


 


(e)           Failure to Pay Administrative Lender.  Unless Administrative Lender shall have
received notice from Borrowers’ Agent at least one Business Day prior to the
date on which any payment is due to Lenders hereunder that Borrowers will not
make such payment in full, Administrative Lender may assume that Borrowers have
made such payment in full to Administrative Lender on such date and
Administrative Lender may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then
due such Lender.  If and to the extent
Borrowers shall not have made such payment in full to Administrative Lender,
such Lender shall repay to Administrative Lender on demand the amount
distributed to such Lender together with interest thereon at the Federal Funds
Rate for each day from the date distributed until the date repaid.  A certificate of


 


32





















 


Administrative Lender
submitted to any Lender with respect to any amounts owing by such Lender under
this Section shall be presumptive evidence of such amounts.


 


3.8                  FUNDING


 


(a)           Lender Funding and Disbursement.  Each Lender shall, by 11:00 AM (Portland
time) on the date of each borrowing under Section 3.1 or 3.3, make
available to Administrative Lender at Administrative Lender’s Office, in same
day or immediately available funds, such Lender’s Ratable Portion thereof.  After Administrative Lender’s receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article VII
hereof, Administrative Lender will promptly disburse such funds in same day or
immediately available funds to Borrowers. 
Unless otherwise directed by Borrowers’ Agent in writing, Administrative
Lender shall disburse the proceeds of each borrowing to Parent by deposit to
any demand deposit account maintained by Parent with Administrative Lender
designated by Borrowers’ Agent in a notice to Administrative Lender.


 


(b)           Lender Failure to Fund.  Unless Administrative Lender receives notice
from a Lender on or before the date of any borrowing hereunder that such Lender
will not make available to Administrative Lender such Lender’s Ratable Portion
thereof, Administrative Lender may assume that such Lender has made such
portion available to Administrative Lender on the date of such borrowing in
accordance with Section 3.8(a) hereof, and Administrative Lender may,
in reliance upon such assumption, make available to Borrowers (or otherwise
disburse) on such date a corresponding amount. 
If any Lender does not make the amount of its Ratable Portion of any
borrowing available to Administrative Lender on the date of such borrowing,
such Lender shall pay to Administrative Lender, on demand, interest which shall
accrue on such amount until made available to Administrative Lender at a rate
equal to the daily Federal Funds Rate.  A
certificate of Administrative Lender submitted to any Lender with respect to
any amounts owing under this Section shall be presumptive evidence of such
amounts.  If any Lender’s Ratable Portion
of any borrowing is not in fact made available to Administrative Lender by such
Lender within three Business Days after the date of such borrowing, Borrowers
shall pay to Administrative Lender, on demand, an amount equal to such Ratable
Portion together with interest thereon, for each day from the date such amount
was made available to Borrowers until the date such amount is repaid to
Administrative Lender, at the rate of interest then applicable thereto.


 


(c)           Lenders’ Obligations Several.  The obligation of each Lender hereunder is
several.  The failure of any Lender to
make available its Ratable Portion of any borrowing shall not relieve any other
Lender of its obligation hereunder to do so on the date requested, but no
Lender shall be responsible for the failure of any other Lender to make
available the Ratable Portion to be funded by such other Lender.


 


3.9                  PRO
RATA TREATMENT


 


(a)           Borrowings.  Each Loan, except a Swing Loan, shall be made
or shared among Lenders ratably.


 


33





















 


(b)           Sharing of Payments, Etc.  Except as otherwise provided herein, each
payment of principal, interest or fees shall be made or shared among Lenders
ratably.  If any Lender obtains any
payment (whether voluntary, involuntary, through the exercise of any right of
setoff or otherwise) on account of a Loan in excess of its Ratable Portion of payments
on the Loans obtained by all Lenders, such Lender (“Purchasing Lender”) shall
forthwith purchase from the other Lenders sufficient participations to cause
the Purchasing Lender’s interest in the Loans to be in the same proportionate
relationship with all Loans as before such payment was received; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from the Purchasing Lender, the purchased participation shall be
rescinded and each other Lender shall repay to the Purchasing Lender (i) the
purchase price to the extent of such recovery together with (ii) an amount
equal to such other Lender’s ratable share (according to the proportion of (A) the
amount of such other Lender’s required repayment to (B) the total amount
so recovered from the Purchasing Lender) of any interest or other amount paid
or payable by the Purchasing Lender in respect of the total amount so
recovered.  Borrowers agree that any
Purchasing Lender may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of setoff) with respect to such
participation as fully as if the Purchasing Lender were the direct creditor of
Borrowers in the amount of such participation.


 


3.10                CHANGE
OF CIRCUMSTANCES


 


(a)           Inability to Determine Rate.  If Administrative Lender at any time
determines that adequate and reasonable means do not exist for ascertaining
LIBOR, or the Required Lenders determine at any time that LIBOR does not
accurately reflect the cost to Lenders of making or maintaining LIBOR interest
rates hereunder, then Administrative Lender shall give telephonic notice
(promptly confirmed in writing) to Borrowers’ Agent and each Lender of such
determination.  If such notice is given
and until such notice has been withdrawn in writing by Administrative Lender,
no LIBOR interest option may be selected by Borrowers’ Agent and each LIBOR
Loan, subsequent to the end of the Fixed Rate Term applicable thereto, shall
become a Prime Rate Loan.


 


(b)           Illegality: 
Termination of Commitment.  Notwithstanding any other provisions herein,
if any Change of Law shall make it unlawful for any Lender (i) to make a
LIBOR interest rate available, or (ii) to maintain LIBOR interest rates
hereunder, then, in the former event, any obligation of such Lender to make
available such unlawful LIBOR interest rate shall be suspended until such time
as it is once again lawful to make such rate available, and in the latter
event, any such unlawful LIBOR interest rate then outstanding shall be
converted so that interest is determined in relation to the Prime Rate pursuant
to the terms of this Agreement; provided, however, if any such Change in Law
shall permit a LIBOR interest rate until the expiration of the Fixed Rate Term
relating thereto, then such permitted LIBOR interest rate shall continue as
such until the end of such Fixed Rate Term. 
If as a result of this Section a LIBOR interest rate is converted
to a lower interest rate, Borrowers shall pay to each Lender immediately upon
demand such amount or amounts as may be necessary to compensate such Lender for
any loss in connection therewith.


 


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(c)           Charges: 
Illegality.  Upon
the occurrence of any event described in Section 3.10(b) hereof,
Borrowers shall pay to each Lender, on demand, such amount or amounts as may be
necessary to compensate such Lender for any fines, fees, charges, penalties or
other amounts payable by such Lender as a result thereof and that are
attributable to LIBOR interest rates made available to Borrowers
hereunder.  In determining which amounts
payable by any Lender and/or losses incurred by any Lender are attributable to
LIBOR interest rates made available to Borrowers hereunder, any reasonable allocation
made by any Lender among its operations shall, in the absence of manifest
error, be conclusive and binding upon Borrowers.


 


(d)           Increased LIBOR Loan Costs, etc.  Borrowers shall reimburse each Lender for any
increase in the cost to such Lender of, or any reduction in the amount of any
sum receivable by such Lender in respect of, making, continuing or maintaining
(or of its obligation to make, continue or maintain) any Loans as, or of
converting (or of its obligation to convert) any Loans into, LIBOR Loans which
results from any Change of Law announced after the Closing Date.  Such Lender shall promptly notify
Administrative Lender and Borrowers’ Agent in writing of the occurrence of any
such event, such notice to state, in reasonable detail, the reasons therefor,
that substantially all similarly situated borrowers are being treated similarly
and the calculation of the additional amount required fully to compensate such
Lender for such increased cost or reduced amount.  Such additional amounts shall be payable by
Borrowers directly to such Lender within five days of Borrowers’ Agent’s
receipt of such notice, and such notice shall, in the absence of manifest
error, be conclusive and binding on Borrowers.


 


(e)           Capital Requirements.  If any Lender determines that any Change of
Law regarding capital adequacy which is announced after the Closing Date has or
shall have the effect of reducing the rate of return on the capital of such
Lender (or any entity controlling such Lender) as a consequence of such Lender’s
obligations hereunder to a level below that which such Lender or such entity
would have achieved but for such Change of Law (taking into consideration such
Lender’s or such entity’s policies with respect to capital adequacy), by an
amount deemed by such Lender to be material, then from time to time, within
fifteen days after demand by such Lender (with a copy to Administrative Lender)
to Borrowers’ Agent, Borrowers shall pay to such Lender or such entity such
additional amounts as shall compensate such Lender or such entity for such
reduction.  Any request by a Lender under
this Section shall set forth in reasonable detail the basis of the
calculation of such additional amounts, shall state that substantially all
similarly situated borrowers are being treated similarly and shall, in the absence
of manifest error, be conclusive and binding on Borrowers for all purposes.


 


3.11                TAXES
ON PAYMENTS


 


(a)           Payments Free of Taxes.  All payments made by Borrowers under the Loan
Documents shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected,


 


35





















 


withheld or assessed by
any Governmental Authority (except taxes based on overall net income imposed on
Administrative Lender or any Lender) (with all such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions and withholdings being hereinafter
referred to herein as “Taxes”).  Except
to the extent that withholding results from a failure of a Lender to comply
with Section 3.11(b), if any Taxes are required to be withheld from any
amounts payable to Administrative Lender or any Lender under the Loan Documents,
the amounts so payable to Administrative Lender or such Lender shall be
increased to the extent necessary to yield to Administrative Lender or such
Lender (after payment of all Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in the Loan Documents.  Whenever any Taxes are payable by Borrowers,
as promptly as possible thereafter, Borrowers’ Agent shall send to
Administrative Lender for its own account or for the account of such Lender, as
the case may be, a certified copy of an original official receipt received by
Borrowers showing payment thereof.  If
Borrowers fail to pay any Taxes when due to the appropriate taxing authority or
Borrowers’ Agent fails to remit to Administrative Lender the required receipts
or other required documentary evidence, Borrowers shall indemnify
Administrative Lender and Lenders for any incremental taxes, interest or
penalties that may become payable by Administrative Lender or any Lender as a
result of any such failure.  This Section shall
survive the payment in full and performance of all of Borrowers’ other
Obligations.


 


(b)           Withholding Exemption Certificates.  Each Lender agrees that it will deliver to
Borrowers’ Agent and Administrative Lender, upon the reasonable request of
Borrowers’ Agent or Administrative Lender, either (i) a statement that it
is incorporated under the laws of the United States of America or a state
thereof, or (ii) if it is not so incorporated, two duly completed copies
of the applicable United States Internal Revenue Service form(s) certifying
that such Lender is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes.


 


3.12                FUNDING
LOSS INDEMNIFICATION


 


Borrowers will
indemnify Lenders upon demand against any loss or expense which Lenders may
sustain or incur as a consequence of (a) any payment of any portion of the
principal of a LIBOR Loan before the last day of the Fixed Rate Term applicable
thereto (whether through voluntary prepayment, acceleration or otherwise), or (b) 
any failure to borrow the full amount of a requested LIBOR Loan set forth in
any Notice of Borrowing or to convert or continue at the LIBOR interest option
any portion of a Loan in accordance with a Notice of Conversion or Continuation
(in either event, whether as a result of the failure to satisfy any applicable
conditions or otherwise).  The
determination by Administrative Lender of the amount payable under this Section shall,
in the absence of manifest error, be conclusive and binding on Borrowers for
all purposes.  In determining such
amount, Administrative Lender may use any reasonable averaging and attribution
methods and each Lender shall be deemed to have actually funded and maintained
all LIBOR Loans during the applicable Fixed Rate Term through the purchase of
deposits having a term corresponding to such Fixed Rate Term and bearing
interest at a rate equal to LIBOR for such Fixed Rate 


 


36





















 


Term.  This Section shall survive the payment
in full and performance of all of Borrowers’ other Obligations.


 


ARTICLE IV.          ADMINISTRATION


 


4.1                  STATEMENTS


 


From time to time,
Administrative Lender may render to Borrowers’ Agent a statement setting forth
the balance in the loan account(s) maintained by Administrative Lender for
Borrowers pursuant to this Agreement, including principal, interest, fees,
costs and expenses.  Each such statement
shall be subject to subsequent adjustment by Administrative Lender but shall,
absent manifest errors or omissions, be considered correct and deemed accepted
by Borrowers and conclusively binding upon Borrowers as an account stated
except to the extent that Administrative Lender receives notice from Borrowers’
Agent of any specific exceptions thereto within thirty days after the date such
statement has been mailed by Administrative Lender.  Until such time as Administrative Lender
shall have rendered to Borrowers’ Agent a written statement as provided above,
the balance in the loan account(s) shall be presumptive evidence of the amounts
due and owing to Lenders by Borrowers.


 


4.2                  PAYMENTS


 


All amounts due
under any of the Loan Documents shall be payable to such account as
Administrative Lender may designate from time to time.  Borrowers shall make all payments due
hereunder free and clear of, and without deduction or withholding for or on
account of, any setoff, counterclaim, defense, duties, taxes, levies, imposts,
fees, deductions, withholding, restrictions or conditions of any kind.  If after receipt of any payment of, or
proceeds of Collateral applied to the payment of, any of the Obligations any
Lender is required to surrender or return such payment or proceeds to any
person or entity for any reason, then the Obligations intended to be satisfied
by such payment or proceeds shall be reinstated and continue and this Agreement
shall continue in full force and effect as if such payment or proceeds had not
been received by such Lender.  Borrowers
hereby indemnify and hold Lenders harmless for the amount of any payments or
proceeds surrendered or returned.  This Section shall
remain effective notwithstanding any contrary action which may be taken by any
Lender in reliance upon such payment or proceeds.  This Section shall survive the payment
in full and performance of all of Borrowers’ other Obligations.


 


ARTICLE V.           SECURITY


 


5.1                  GRANT
OF SECURITY INTEREST


 


Borrowers hereby
grant to Administrative Lender, for the benefit of and on behalf of Lenders, a
security interest in all of the Collateral as security for the full and prompt
payment in cash and performance of the Obligations.


 


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5.2                  PERFECTION;
DUTY OF CARE


 


(a)           Until
all the Obligations have been fully satisfied and paid in cash and the
Commitments terminated, Borrowers shall perform all steps requested by
Administrative Lender to perfect, maintain and protect Administrative Lender’s
security interest in the Collateral, including, without limitation, (i) executing
and filing financing and continuation statements in form and substance
satisfactory to Administrative Lender, and (ii) delivering all Collateral
in which Administrative Lender’s security interest may be perfected by
possession together with such indorsements as Administrative Lender may
request.  Borrowers hereby authorize
Administrative Lender to execute and file UCC financing statements signed only
by Administrative Lender, except to the extent prohibited by law.


 


(b)           Administrative
Lender shall have the right at all times, and from time to time, to contact
Borrowers’ account debtors to verify Rights to Payment; provided that at all
times when a Default is not continuing, verifications shall be made under
reasonable procedures directly with the obligors thereon.


 


(c)           Borrowers
shall pay or cause to be paid all taxes, assessments and governmental charges
levied or assessed or imposed upon or with respect to the Collateral or any
part thereof; provided, however, Borrowers shall not be required to pay any tax
if the validity and/or amount thereof is being contested in good faith and by
appropriate and lawful proceedings promptly initiated and diligently conducted
and for which appropriate reserves have been established and so long as levy
and execution have been and continue to be stayed.  If Borrowers fail to pay or so contest and
reserve for such taxes, assessments and governmental charges, Administrative
Lender may (but shall not be required to) pay the same and add the amount of such
payment to the principal of the Revolving Loans.


 


(d)           In
order to protect or perfect the security interest granted under the Loan
Documents, Administrative Lender may discharge any Lien that is not a Permitted
Lien or bond the same, pay for any insurance that Borrowers have failed to
maintain as required by this Agreement, maintain guards, pay any service
bureau, or obtain any record and add the same to the principal of the Revolving
Loans.


 


(e)           Administrative
Lender shall have no duty of care with respect to the Collateral, except to
exercise reasonable care with respect to the Collateral in its custody, but
shall be deemed to have exercised reasonable care if such property is accorded
treatment either (i) substantially equal to that which it accords its own
property or (ii) as Borrowers’ Agent requests in writing, provided that no
failure to comply with any such request nor any omission to do any such act
requested by Borrowers’ Agent shall be deemed a failure to exercise reasonable
care.  Administrative Lender’s failure to
take steps to preserve rights against any parties or property shall not be
deemed to be a failure to exercise reasonable care with respect to the
Collateral in its custody.


 


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ARTICLE VI.          REPRESENTATIONS
AND WARRANTIES


 


Borrower makes the
following representations and warranties to Administrative Lender and Lenders,
subject to the exceptions set forth on the Disclosure Letter, which
representations and warranties shall survive the execution of this Agreement
and shall continue in full force and effect until the performance and payment
in full, in cash, of all Obligations:


 


6.1                  LEGAL
STATUS; SUBSIDIARIES


 


Each Borrower and
Subsidiary is a corporation or limited liability company validly organized and
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization, is duly qualified to do business and is in good
standing as a foreign corporation or limited liability company in each
jurisdiction where the nature of its business requires such qualification, and
has full power and authority and holds all Permits and other approvals to enter
into and perform the Obligations and to own and hold under lease its property
and to conduct its business substantially as currently conducted by it, except
where the failure to have so qualified or have such power and authority could
not reasonably be expected to have a Material Adverse Effect.  Except as otherwise disclosed in Section 6.1
of the Disclosure Letter, Borrower has no Subsidiaries other than those which
it is permitted to acquire in accordance with Section 9.4 and does not
otherwise own or hold, directly or indirectly, any Stock or Stock Equivalents.


 


6.2          DUE
AUTHORIZATION; NO VIOLATION


 


The execution,
delivery and performance by each Obligor of the Loan Documents executed or to
be executed by it are within such Obligor’s powers, have been duly authorized
by all necessary action, and do not (a) contravene such Obligor’s Organic
Documents; (b) contravene any contractual restriction or Governmental Rule binding
on or affecting such Obligor; or (c) result in, or require the creation or
imposition of, any Lien on any Obligor’s or Subsidiary’s property, except Liens
for the benefit of Lenders.


 


6.3          GOVERNMENT
APPROVAL, REGULATION


 


No authorization
or approval or other action by, and no notice to or filing with, any
Governmental Authority or other Person is required for the due execution,
delivery or performance by any Obligor of the Loan Documents to which it is a
party.  No Borrower or Subsidiary is an “investment
company” within the meaning of the Investment Company Act of 1940, as amended,
or a “holding company”, or a “subsidiary company” of a “holding company”, or an
“affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”,
within the meaning of the Public Utility Holding Company Act of 1935, as
amended.  No Borrower or Subsidiary is
engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock, and no proceeds of any Loans will be used for a purpose
which violates, or would be inconsistent with, Regulation U or X of the Board
of Governors of the Federal Reserve System


 


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6.4                  VALIDITY;
ENFORCEABILITY


 


The Loan Documents
executed by each Obligor constitute, the legal, valid and binding obligations
of such Obligor enforceable in accordance with their respective terms.


 


6.5                  CORRECTNESS
OF FINANCIAL STATEMENTS


 


The consolidated
financial statements of Parent and each Subsidiary dated as of October 1,
2005 heretofore delivered by Borrowers’ Agent to Administrative Lender, (a) present
fairly in all material respects the financial condition and results of
operations of Parent and the Subsidiaries; (b) disclose all liabilities of
Parent and the Subsidiaries that are required to be reflected or reserved
against under GAAP, whether liquidated or unliquidated, fixed or contingent;
and (c) have been prepared in accordance with GAAP consistently
applied.  Except as disclosed to
Administrative Lender pursuant to Section 8.3, since the date of such
financial statements there has been no change or changes that have resulted in
a Material Adverse Effect.


 


6.6                  TAXES


 


Each Borrower and
Subsidiary has filed, or caused to be filed, all federal, state, local and
foreign tax returns required to be filed by it, and has paid, or caused to be
paid, all taxes as are shown on such returns, or on any assessment received by
it, to the extent that such taxes have become due, except as otherwise
contested in good faith.  Borrower has
set aside proper amounts on its books, determined in accordance with GAAP, for
the payment of all taxes for the years that have not been audited by the
respective tax authorities and for taxes being contested by it.


 


6.7                  LITIGATION,
LABOR CONTROVERSIES


 


There is no
pending or, to the knowledge of Borrower, threatened litigation, action,
proceeding, or labor controversy affecting any Borrower or Subsidiary, or any
of their respective properties, businesses, assets or revenues, which could reasonably
be expected to have a Material Adverse Effect. 
As of the Closing Date, no Borrower or Subsidiary is a party to, and has
no obligations under, any collective bargaining agreement.


 


6.8                  TITLE
TO PROPERTY, LIENS


 


Each Borrower and
Subsidiary has good, indefeasible, and merchantable title to and ownership of
the Collateral and its real property, free and clear of all Liens, except
Permitted Liens.


 


6.9                  ERISA


 


Each Borrower and
Subsidiary is in compliance in all material respects with the applicable provisions
of ERISA.  No Borrower or Subsidiary has
violated any provision of any Plan maintained or contributed to by it in a
manner that could reasonably be expected to


 


40





















 


result in a Material
Adverse Effect.  No “reportable event”
(as defined in Title IV of ERISA) has occurred and is continuing with
respect to any Plan initiated by it.


 


6.10                OTHER
OBLIGATIONS


 


No Borrower or
Subsidiary is in default with respect to (i) any of its Contractual
Obligations default of which could reasonably be expected to result in a
Material Adverse Effect or (ii) any Debt in excess of $1,000,000.


 


6.11                ENVIRONMENTAL
MATTERS


 


Each Borrower and
Subsidiary is in compliance in all material respects with all Environmental
Laws applicable to it, other than such noncompliance as in the aggregate could
not reasonably be expected to have a Material Adverse Effect.  No Borrower or Subsidiary has received notice
that it is the subject of any federal or state investigation evaluating whether
any Remedial Action is needed, except for such notices received that in the
aggregate do not refer to Remedial Actions that could reasonably be expected to
result in a Material Adverse Effect. 
There have been no Releases by any Borrower or Subsidiary that could
result in a Material Adverse Effect.


 


6.12                NO
BURDENSOME RESTRICTIONS; NO DEFAULTS


 


(a)           No
Borrower or Subsidiary is a party to any Contractual Obligation the compliance
with which could reasonably be expected to have a Material Adverse Effect or
the performance of which, either unconditionally or upon the happening of an
event, will result in the creation of a Lien (other than Permitted Liens) on
its property or assets.


 


(b)           No
facts or circumstances exist which would constitute a breach of any obligation,
representation or warranty of Borrower hereunder if this Agreement were in
effect immediately prior to Borrower’s execution hereof.


 


(c)           There
is no Governmental Rule the compliance with which by any Borrower or
Subsidiary could reasonably be expected to have a Material Adverse Effect.


 


6.13                NO
OTHER VENTURES


 


As of the Closing
Date, no Borrower or Subsidiary is engaged in any joint purchasing arrangement,
joint venture, partnership or other joint enterprise with any other Person.


 


6.14                INSURANCE


 


All current
policies of insurance of any kind or nature owned by or issued to Borrower and
the Subsidiaries, including, without limitation, policies of fire, theft,
product liability, public liability, property damage, other casualty, employee
fidelity, workers’ compensation and employee health and welfare insurance, are
in full force and effect and are of a nature and provide such coverage as is
sufficient and as is customarily carried by companies of its size


 


41





















 


and character.  No Borrower or Subsidiary has any reason to
believe that it will be unable to comply with Section 8.5.


 


6.15                FORCE
MAJEURE


 


No Borrower’s or
Subsidiary’s business or properties is currently suffering from the effects of
any fire, explosion, accident, strike, lockout or other labor dispute, drought,
storm, hail, earthquake, embargo, act of God or of the public enemy or other
casualty (whether or not covered by insurance), other than those the
consequences of which in the aggregate could not reasonably be expected to have
a Material Adverse Effect.


 


6.16                INTELLECTUAL
PROPERTY


 


Each Borrower and
Subsidiary owns or licenses or otherwise has the right to use all material
licenses, Permits, patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, copyright applications,
franchises, authorizations and other intellectual property rights and General
Intangibles that are necessary for the operation of its businesses, without
infringement upon or conflict with the rights of any other Person with respect
thereto, including, without limitation, all trade names, which infringement or
conflict could reasonably be expected to have a Material Adverse Effect.  No slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by any Borrower or Subsidiary infringes upon or
conflicts with any rights owned by any other Person, which infringement or
conflict could reasonably be expected to have a Material Adverse Effect, and no
claim or litigation regarding any of the foregoing is pending or, to its
knowledge, threatened, the existence of which could reasonably be expected to
have a Material Adverse Effect.  No
patent, invention, device, application, principle or any statute, law, rule,
regulation, standard or code is pending or, to its knowledge, proposed, other
than those the consequences of which in the aggregate could not have a Material
Adverse Effect.


 


6.17                CERTAIN
INDEBTEDNESS


 


The Disclosure
Letter identifies as of the Closing Date all Indebtedness of Parent and the
Subsidiaries which is either (a) Debt or (b) which is material to the
condition (financial or otherwise), business, performance, operations or
properties of Borrowers and which was incurred outside of the ordinary course
of the business.


 


6.18                SOLVENCY


 


Each Obligor has
received consideration that is the reasonably equivalent value of the
obligations and liabilities that it has incurred to Lenders.  Each Obligor is not insolvent as defined in
any applicable state or federal statute, nor will it be rendered insolvent by
the execution and delivery of this Agreement or the other Loan Documents.  No Obligor intends to, nor does it believe
that it will, incur debts beyond its ability to pay them as they mature.  Each Obligor has capital sufficient to carry
on its business and transactions and all business and transactions in which it
is about to engage.


 


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6.19                CHIEF
EXECUTIVE OFFICE AND OTHER LOCATIONS


 


Borrower’s chief
executive office and principal place of business is set forth in Section 6.19
of the Disclosure Letter.  Borrower’s
books and records are located at its chief executive office, and the only other
offices and/or locations where it keeps the Collateral (except for inventory
which is in transit) or conducts any of its business are set forth in Section 6.19
of the Disclosure Letter.


 


6.20                FISCAL
YEAR


 


Parent’s fiscal
year ends on the Saturday closest to December 31.


 


6.21                COMPLIANCE
WITH LAW


 


Each Borrower and
Subsidiary is in compliance with all Governmental Rules and law, except
where the failure to do so could not reasonably be expected to have a Material
Adverse Effect.


 


6.22                NO
SUBORDINATION


 


There is no agreement,
indenture, contract or instrument to which any Borrower or Subsidiary is a
party or by which it may be bound that requires the subordination in right of
payment of any of the Obligations to any other obligation of it.


 


6.23                TRUTH,
ACCURACY OF INFORMATION


 


All factual
information furnished by each Borrower and Subsidiary to Administrative Lender
or any Lender in connection with the Loan Documents is accurate in all material
respects and does not contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the information furnished,
in light of the circumstances under which furnished, not misleading (it being
recognized that the projections and forecasts provided by Borrowers are not to
be viewed as facts and that actual results during the period covered by any
such projections and forecasts may differ from the projected or forecasted
results).


 


ARTICLE VII.        CONDITIONS


 


7.1                  CONDITIONS
OF INITIAL EXTENSION OF CREDIT


 


The obligation of
Lenders to extend any credit contemplated by this Agreement is subject to the
fulfillment to Administrative Lender’s satisfaction of all of the following
conditions:


 


(a)           Documentation. Administrative
Lender shall have received, in form and substance satisfactory to it, each of
the following duly executed:


 


(i)            this
Agreement and the Notes;


 


43





















 


(ii)           from
each Obligor, a certificate of its secretary or assistant secretary dated as of
the Closing Date as to:  (A) resolutions
of its board of directors or other governing body then in full force and effect
authorizing the execution, delivery and performance of each of the Loan
Documents to be executed by it; (B) its Organic Documents, a copy of each
of which is attached; and (C) the incumbency and signatures of those of
its officers authorized to act with respect to the Loan Documents to be
executed by it;


 


(iii)          with
respect to each Obligor:  (A) from
the Secretary of State (or other appropriate governmental official) of its jurisdiction
of incorporation or organization, a good standing certificate or certificate of
existence, as applicable, and a certified copy of its filed Organic Documents;
and (B) a certificate of good standing as a foreign corporation or limited
liability company in each jurisdiction described in Section 6.1;


 


(iv)          the
opinion of Wilson Sonsini Goodrich & Rosati, P.C., counsel to
Borrowers, and of Richard Bond, Parent’s general counsel, as to such matters as
Administrative Lender and each Lender shall reasonably require; and


 


(v)           such
other documents as Administrative Lender and each Lender may require.


 


(b)           Financial Condition.  There is no event or circumstance that can
reasonably be expected to have a Material Adverse Effect.


 


(c)           Fees and Expenses.  Borrowers shall have paid (a) an
amendment fee of $127,500 to Administrative Lender, for the ratable benefit of
Lenders, which fee was calculated as 0.075% of the total Revolving Loan
Commitments and 0.15% of the total Term Loan Commitments, (b) a fee to
Administrative Lender in accordance with the letter agreement dated November 2,
2005 and (c) all other fees and invoiced costs and expenses then due
pursuant to the terms of this Agreement.


 


(d)           Insurance.  Borrowers’ Agent shall have delivered to
Administrative Lender evidence of the insurance coverage, including loss
payable endorsements, required pursuant to Section 8.5.


 


(e)           Acquisition of R-Vision Companies.  Administrative Lender shall have received
evidence satisfactory to it that the acquisition of the R-Vision Companies by
Parent will close on terms acceptable to Administrative Lender contemporaneously
with the making of the Term Loan.


 


7.2                  CONDITIONS
OF EACH EXTENSION OF CREDIT


 


The obligation of each
Lender to make any credit available under the Loan Documents (including any
Loan being made by such Lender on the Closing Date) shall be subject to the
further conditions precedent that:


 


44





















 


(a)           the
following statements shall be true on the date such credit is advanced, both
before and after giving effect thereto and to the application of the proceeds
therefrom, and the acceptance by Borrowers’ Agent of the proceeds of such
credit shall constitute a representation and warranty by Borrowers that on the
date such credit is advanced such statements are true:


 


(i)            the
representations and warranties of Borrowers contained in the Loan Documents are
correct in all material respects on and as of such date as though made on and
as of such date or, as to those representations and warranties limited by their
terms to a specified date, were correct in all material respects on and as of
such date; and


 


(ii)           no
Default is continuing or would result from the credit being advanced;


 


(b)           advancing
such credit on such date does not violate any Governmental Rule and is not
enjoined, temporarily, preliminarily or permanently;


 


(c)           Administrative
Lender shall have received such additional documents, information and materials
as any Lender, through Administrative Lender, may reasonably request; and


 


(d)           no
event or circumstance exists that could reasonably be expected to have a
Material Adverse Effect.


 


ARTICLE VIII.       AFFIRMATIVE
COVENANTS


 


Borrowers covenant that
so long as Lenders remain committed to extend credit to Borrowers pursuant to
the terms hereof and until performance and payment in full, in cash, of all
Obligations and termination of the Commitments, Borrowers shall:


 


8.1                  PAYMENTS


 


Pay all principal,
interest, fees and other liabilities due under any of the Loan Documents at the
times and place and in the manner specified therein.


 


8.2                  ACCOUNTING
RECORDS


 


Keep, and cause each
Subsidiary to keep, accurate books and records of its financial affairs
sufficient to permit the preparation of financial statements therefrom in accordance
with GAAP.


 


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8.3                  INFORMATION
AND REPORTS


 


Provide to Administrative
Lender all of the following, in form and detail reasonably satisfactory to
Administrative Lender and with sufficient copies for distribution to all
Lenders:


 


(i)            as
soon as available but not later than 100 days after and as of the end of each
fiscal year of Parent, a copy of the annual unqualified audit report for such
fiscal year for Parent and the Subsidiaries, including therein consolidated
balance sheets of Parent and the Subsidiaries as of the end of such fiscal year
and consolidated statements of earnings and cash flow of Parent and the
Subsidiaries for such fiscal year, in each case certified in a manner
acceptable to Administrative Lender by independent public accountants
acceptable to Administrative Lender, together with a report from such
accountants to the effect that, in making the examination necessary for the
signing of such annual report by such accountants, they have not become aware
of any Default that has occurred and is continuing, or, if they have become
aware of such Default, describing such Default and the steps, if any, of which
they are aware being taken to cure it;


 


(ii)           as
soon as available but not later than 50 days after and as of the end of each of
Parent’s first three fiscal quarters, nor later than 100 days after and as of
the end of each of Parent’s fourth fiscal quarters, a consolidated balance
sheet of Parent and the Subsidiaries as of the end of such fiscal quarter and
consolidated statement of earnings and cash flow of Parent and the Subsidiaries
for such fiscal quarter and for fiscal year-to-date, together with a comparison
of Parent’s financial condition for such quarter and year-to-date with the corresponding
quarter and year-to-date in Parent’s immediately preceding fiscal year;


 


(iii)          contemporaneously
with the delivery of each financial statement required hereby, a certificate of
Parent’s principal financial officer substantially in the form of Exhibit F
attached hereto (A) certifying that such financial statements fairly
present in accordance with GAAP such balance sheet as of the end of such
quarter/year and income and cash flow for such quarter/year and year-to-date
(subject to normal year-end adjustments and the absence of footnotes in the
case of quarterly financial statements), (B) stating that no Default
existed at any time during the period covered by such statement, except for
those events or conditions, if any, described in such certificate in reasonable
detail together with a statement of any action taken or proposed to be taken
with respect thereto, and (C) setting forth the calculations required to
establish compliance by Borrowers with the covenants set forth in Article X;


 


(iv)          not
later than the end of each of Parent’s fiscal years beginning with the fiscal
year ending in 2001, or sooner if available, Borrowers’ Agent shall furnish to
Administrative Lender detailed projections setting forth Parent’s projected
consolidated income and cash flow for Parent’s next fiscal year and for each of


 


46





















 


Parent’s fiscal years through the later of the
Revolver Maturity Date or the Term Loan Maturity Date and Parent’s projected
consolidated balance sheet as of the end of each such fiscal year, together
with a certificate of Parent’s principal financial officer setting forth the
assumptions on which such projections are based;


 


(v)           promptly
after the sending or filing thereof, copies of all reports which Borrower sends
to any of its securityholders, and all reports and registration statements
which any Borrower or Subsidiary files with the Securities and Exchange
Commission or any national securities exchange;


 


(vi)          a
Borrowing Base Certificate not later than 30 days after and as of the end of
each of Parent’s fiscal quarters if (a) the Leverage Ratio as of the end
of quarter exceeds 2.00:1 or (b) the outstanding principal balance of the
Revolving Loans at any time during such quarter exceeds 50% of the Borrowing
Base; and


 


(vii)         from
time to time such other information as Administrative Lender may reasonably
request.


 


8.4                  COMPLIANCE


 


Comply in all
material respects, and cause each Subsidiary to comply in all material
respects, with all Governmental Rules, Contractual Obligations, commitments,
instruments, licenses, Permits and franchises, other than such noncompliance
the consequences of which in the aggregate could not reasonably be expected to
have a Material Adverse Effect.


 


8.5                  INSURANCE


 


(a)           Maintain,
and cause each Subsidiary to maintain, insurance with insurance companies
reasonably acceptable to Administrative Lender with respect to its properties
and business (including business interruption and extra expense endorsements)
against such casualties and contingencies and of such types, with such
deductibles and in such amounts as is customary in the case of similar
businesses.  With respect to the
insurance maintained by Borrower:  (i) such
insurance shall contain a lender’s loss payable endorsement acceptable to
Administrative Lender and shall name Administrative Lender as an additional
named insured; (ii) the policies or a certificate thereof signed by the
insurer shall be delivered to Administrative Lender within ten Business Days
after the issuance or renewal of the policies to Borrower; (iii) each such
policy shall provide that such policy may not be amended (except to increase
coverage) or canceled without thirty days prior notice to Administrative
Lender; and (iv) at least five days before the expiration of a policy,
Borrowers’ Agent shall deliver to Administrative Lender a binder (or other
evidence reasonably acceptable to Administrative Lender) indicating that such
policy has been renewed or that a substitute for such policy will be issued
effective upon the expiration of such policy. 
If Borrowers’ Agent fails to comply with the foregoing, Administrative
Lender may (but shall not be required to) procure such insurance and add the
cost thereof to the Revolving Loans.


 


47





















 


(b)           Maintain,
and cause each Subsidiary to maintain, in full force and effect such liability
and other insurance with respect to its activities as is customary in the case
of similar businesses or as may be reasonably required by Administrative
Lender.  Such liability insurance
maintained by Borrower shall name Administrative Lender as an additional
insured with respect to the activities of Borrower and shall be provided by
insurer(s) reasonably acceptable to Administrative Lender.


 


(c)           The
following is inserted pursuant to ORS 746.201:


 


WARNING


 


Unless
Borrowers provide Administrative Lender with evidence of the insurance coverage
as required by this Agreement, Administrative Lender may purchase insurance at
Borrowers’ expense to protect Administrative Lender’s interest.  This insurance may, but need not, also
protect Borrowers’ interest.  If the
collateral becomes damaged, the coverage Administrative Lender purchases may
not pay any claim Borrowers make or any claim made against Borrowers.  Borrowers may later cancel this coverage by
providing evidence that Borrowers have obtained property coverage elsewhere.


 


Borrowers
are responsible for the cost of any insurance purchased by Administrative
Lender.  The cost of this insurance may
be added to Borrowers’ contract or loan balance.  If the cost is added to Borrowers’ contract
or loan balance, the interest rate on the underlying contract or loan will
apply to this added amount.  The
effective date of coverage may be the date Borrowers’ prior coverage lapsed or
the date Borrowers failed to provide proof of coverage.


 


The
coverage Administrative Lender purchases may be considerably more expensive
than insurance Borrowers can obtain on its own and may not satisfy any need for
property damage coverage or any mandatory liability insurance requirements
imposed by applicable law.


 


8.6                  FACILITIES


 


Keep, and cause
each Subsidiary to keep, all properties useful or necessary to its business in
good repair and condition, and from time to time make necessary repairs,
renewals and replacements thereto so that such property shall be fully and
efficiently preserved and maintained, except where the failure to do so could
not reasonably be expected to have a Material Adverse Effect.


 


8.7                  TAXES
AND OTHER LIABILITIES


 


Pay and discharge,
and cause each Subsidiary to pay and discharge, when due any and all
indebtedness, obligations, assessments and taxes, both real or personal,
including without


 


48





















 


limitation Federal and
state income taxes and state and local property taxes and assessments, except
such as Borrower may in good faith contest or as to which a bona fide dispute
may arise, and for which Borrowers have made provision for adequate reserves in
accordance with GAAP, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.


 


8.8                  LITIGATION


 


Promptly give
notice in writing to Administrative Lender of any litigation pending or
threatened in writing against any Borrower or Subsidiary with a claim in excess
of $5,000,000 in the aggregate for Parent and all Subsidiaries.


 


8.9                  NOTICE
TO ADMINISTRATIVE LENDER


 


(a)           Promptly
(but in no event more than two Business Days after a Responsible Officer has
knowledge of the occurrence of each such event or matter) cause Borrowers’
Agent to give notice to Administrative Lender in reasonable detail of:  (i) the occurrence of any Default; (ii) any
termination or cancellation of any insurance policy which any Borrower or
Subsidiary is required to maintain, unless such policy is replaced without any
break in coverage with an equivalent or better policy; (iii) any uninsured
or partially uninsured loss or losses through liability or property damage, or
through fire, theft or any other cause affecting the property of any Borrower
or Subsidiary in excess of an aggregate of $10,000,000 during any twelve month
period; (iv) any change in the Organic Documents of any Borrower or
Subsidiary; (v) the occurrence of any adverse development with respect to any
litigation, action, proceeding, or labor controversy described in Section 6.7
or the commencement of any labor controversy, litigation, action, proceeding of
the type described in Section 6.7 together with copies of all
documentation relating thereto; or (vi) the occurrence of any event that
could have a Material Adverse Effect.


 


(b)           As
soon as possible and in any event within ten days after Borrower knows or has
reason to know that any “reportable event” (as defined in Title IV of
ERISA) that triggers an obligation to file a notice with the PBGC with respect
to any Plan has occurred, cause Borrowers’ Agent to deliver to Administrative
Lender a statement of the President or principal financial officer of Parent
setting forth details as to such reportable event and the action which
Borrowers propose to take with respect thereto, together with a copy of the
notice of such reportable event to the PBGC.


 


(c)           Promptly,
upon receipt (but in no event more than ten Business Days after receipt) of a
notice by Borrower, any affiliate of any Borrower or any administrator of any
Plan that the PBGC has instituted proceedings to terminate a Plan or to appoint
a trustee to administer a Plan, cause Borrowers’ Agent to provide to
Administrative Lender a copy of such notice.


 


49





















 


8.10                CONDUCT
OF BUSINESS


 


Except as
otherwise permitted by this Agreement, (a) conduct, and cause each
Subsidiary to conduct, its business in the ordinary course and (b) use,
and cause each Subsidiary to use, its reasonable efforts in the ordinary course
and consistent with past practice to (i) preserve its business and the
goodwill and business of the customers, advertisers, suppliers and others with
whom it has business relations and (ii) keep available the services and
goodwill of its present employees. 
Notwithstanding the foregoing, any Borrower may liquidate or merge with
and into Parent.


 


8.11                PRESERVATION
OF CORPORATE EXISTENCE, ETC.


 


Except to the
extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect, preserve and maintain, and cause each Subsidiary to
preserve and maintain, all licenses, Permits, governmental approvals, rights,
privileges, franchises and General Intangibles necessary for the conduct of its
business, and its corporate existence and rights (charter and statutory).


 


8.12                ACCESS


 


(a)           At
such reasonable times as determined by Administrative Lender and upon at least
two Business Days prior notice from Administrative Lender (unless a Default
shall have occurred and be continuing, in which case no prior notice is
necessary), permit Lender and/or any of Lender’s agents or representatives, to (i) examine
and make copies of and abstracts from each Borrower’s and Subsidiary’s records
and books of account, (ii) visit each Borrower’s and Subsidiary’s
properties, (iii) discuss each Borrower’s and Subsidiary’s affairs,
finances and accounts with any of its officers or directors who may then be
reasonably available, (iv) communicate directly with each Borrower’s and
Subsidiary’s independent certified public accountants, (v) arrange for
verification of Borrower’s Rights to Payment under reasonable procedures
directly with the obligors thereon or by other methods, and (vi) examine
and inspect each Borrower’s and Subsidiary’s assets.  Each Borrower and Subsidiary shall authorize
its independent certified public accountants to disclose to Lender any and all
financial statements and other information of any kind, including, without
limitation, copies of any management letter, work papers or the substance of
any oral information that such accountants may have with respect to the
business, financial condition, results of operations or other affairs of each
Borrower and Subsidiary.


 


(b)           Borrower
shall execute and deliver at the request of Administrative Lender such
instruments as may be necessary for Administrative Lender or any Lender to
obtain such information concerning the business of each Borrower and Subsidiary
as Administrative Lender or any Lender may reasonably require from accountants,
service bureaus or others having custody of or maintaining records or assets of
any Borrower or Subsidiary, provided that the foregoing shall not (and is not
intended to) require any Borrower or Subsidiary to take any action that would
constitute a waiver of any Borrower’s or Subsidiary’s attorney/client
privilege.


 


50





















 


8.13                PERFORMANCE
AND COMPLIANCE WITH OTHER COVENANTS


 


Perform and
observe, and cause each Subsidiary to perform and observe, all the terms,
covenants and conditions required to be performed and observed by it under its
Contractual Obligations, and do all things necessary to preserve and to keep
unimpaired its rights under such Contractual Obligations, other than such
failures the consequences of which in the aggregate could not reasonably be
expected to have a Material Adverse Effect.


 


8.14                FISCAL
YEAR; ACCOUNTING PRACTICES


 


Notify
Administrative Lender at least 30 days in advance of any action any Borrower or
Subsidiary intends to take to change (i) its fiscal year or (ii) its
method of accounting, or any accounting practice used by it, or the application
of GAAP in a manner inconsistent with the financial statements previously
delivered by it to Administrative Lender.


 


8.15                ENVIRONMENTAL


 


(a)           Promptly
give notice to Administrative Lender upon a Responsible Officer obtaining
knowledge of (i) any claim, injury, proceeding, investigation or other
action, including a request for information or a notice of potential environmental
liability, by or from any Governmental Authority or any third-party claimant
that could result in any Borrower or Subsidiary incurring Environmental
Liabilities and Costs that could reasonably be expected to have a Material
Adverse Effect or (ii) the discovery of any Release at, on, under or from
any real property, facility or equipment owned or leased by any Borrower or
Subsidiary in excess of reportable or allowable standards or levels under any
applicable Environmental Law, or in any manner or amount that could result in
any Borrower or Subsidiary incurring Environmental Liabilities and Costs that
could reasonably be expected to have a Material Adverse Effect.


 


(b)           Upon
discovery of the presence on any property owned or leased by any Borrower or
Subsidiary of any Contaminant that reasonably could be expected to result in
Environmental Liabilities and Costs that could reasonably be expected to have a
Material Adverse Effect, take all Remedial Action required by applicable
Environmental Law.


 


8.16                LIENS


 


Keep the
Collateral and all of its real property free and clear of all Liens, except
Permitted Liens.


 


8.17                FUTURE
SUBSIDIARIES


 


Immediately after
the Closing Date, each of the R-Vision Companies shall execute and deliver the
Joinder Agreement attached hereto as Exhibit G and such additional
Loan Documents as Administrative Lender may reasonably require, and each of the
parties hereto consents to each of the R-Vision Companies becoming a Borrower.  Upon any Person


 


51





















 


becoming a Subsidiary
after the Closing Date, notify Administrative Lender of such event, and execute
and deliver, and cause such Subsidiary to execute and deliver, such additional
Loan Documents as Administrative Lender may reasonably require, including such
as are necessary to cause any such Subsidiary which is not a Foreign Subsidiary
to become a “Borrower.”


 


8.18                USE
OF PROCEEDS


 


Use the proceeds
of the Loans first to refinance all credit outstanding under the Existing
Agreement, next to finance the acquisition by Parent of the R-Vision Companies
and thereafter solely for Borrowers’ general working capital and corporate
purposes.


 


8.19                FURTHER
ASSURANCES


 


At Administrative
Lender’s request at any time and from time to time, duly execute and deliver,
and cause each Subsidiary to execute and deliver, such further agreements,
documents and instruments, and do or cause to be done such further acts as may
reasonably be necessary or proper to evidence, perfect, maintain and enforce
the security interests and the priority thereof in the Collateral and to
otherwise effectuate the provisions or purposes of the Loan Documents, at
Borrowers’ expense.  Administrative
Lender may at any time and from time to time request a certificate from
Borrowers’ Agent representing that all conditions precedent to the advancement
of credit contained herein are satisfied. 
In the event of such request by Administrative Lender, each Lender may
cease to make any further advancements of credit until Administrative Lender
has received such certificate and Administrative Lender has determined that
such conditions are satisfied.


 


8.20                LIEN
IN REAL PROPERTY


 


Promptly upon
Administrative Lender’s request, Borrower shall execute and deliver to
Administrative Lender such mortgages, deeds of trust and other agreements and
documents, and take such actions, as Administrative Lender determines to be reasonably
necessary to grant Administrative Lender a first priority Lien (subject only to
Permitted Liens) in Borrower’s real property.


 


ARTICLE IX.         NEGATIVE
COVENANTS


 


Borrowers covenant
that so long as Lenders remain committed to extend credit to Borrowers pursuant
to the terms hereof and until performance and payment in full, in cash, of all
Obligations and termination of the Commitments, Borrowers will not:


 


9.1                  LIENS


 


Create or suffer
to exist, or permit any Subsidiary to create or suffer to exist, any Lien upon
or with respect to any of its properties (including, without limitation any
real property), whether now owned or hereafter acquired, or assign any right to
receive income, except


 


52





















 


Permitted Liens and Liens
subordinated to the Administrative Lender’s Liens by Section 9.2(h).


 


9.2                  INDEBTEDNESS


 


Create or suffer
to exist, or permit any Subsidiary to create or suffer to exist, any Debt or
other Indebtedness that is not Debt, except:


 


(a)           the
Obligations;


 


(b)           current
liabilities in respect of taxes, assessments and governmental charges or levies
incurred, or liabilities for labor, materials, inventory, services, supplies
and rentals incurred, or for goods or services purchased, in the ordinary
course of business consistent with past practice and industry practice in
respect of arm’s length transactions;


 


(c)           Debt
outstanding on the Closing Date and referenced on Section 6.17 of the
Disclosure Letter and all renewals, extensions, refinancing or refunding of
such Indebtedness in a principal amount which does not exceed the principal
amount outstanding immediately before such refinancing, together with all
prepayment fees, penalties and expenses in respect of the Indebtedness being
renewed, extended, refinanced or refunded, provided each such renewal,
extension, refinancing or refunding is on terms and conditions no less
favorable to the creditors than the Indebtedness being renewed, extended,
refinanced or refunded;


 


(d)           Debt
subordinated in writing to the Obligations on terms acceptable to Required
Lenders in favor of the prior payment in full in cash of the Obligations;


 


(e)           purchase
money Debt (including Capitalized Leases and Other Leases) to finance the
purchase of fixed assets (including equipment); provided that (i) the
total of all such Indebtedness (exclusive of such Indebtedness for the purchase
of chassis and the Indebtedness referred to in clause (c) above) shall not
exceed an aggregate principal amount of $10,000,000 at any one time
outstanding; (ii) such Indebtedness when incurred shall not exceed the
purchase price of the assets financed; (iii) no such Indebtedness shall be
refinanced for a principal amount in excess of the principal balance
outstanding thereon at the time of such refinancing; and (iv) no Default
exists at the time such Indebtedness is incurred;


 


(f)            Indebtedness
under Interest Rate Contracts, Commodity Contracts and foreign exchange
agreements permitted under Section 9.13;


 


(g)           Repurchase
Obligations;


 


(h)           Debt
of any Borrower to another Borrower, and each Borrower hereby agrees that if it
has or hereafter acquires a Lien in any Collateral in which Administrative
Lender has or hereafter acquires a perfected Lien, then Borrower’s Lien shall
be junior in priority to Administrative Lender’s Lien, notwithstanding the
date, manner or order of perfection of Borrower’s Lien and Administrative
Lender’s Lien;


 


53





















 


(i)            Indebtedness
incurred in the ordinary course of business for the purchase of chassis;


 


(j)            other
Indebtedness not to exceed 20% of Tangible Net Worth at any time, provided that
no Default exists or is created by incurrence of such Indebtedness; and


 


(k)           Contingent
Obligations in connection with Approved Dealer Financing Agreements.


 


9.3                  RESTRICTED
PAYMENTS, REDEMPTIONS


 


Do any of the
following at any time a Default is continuing or if after giving effect to any
such action a Default would be caused by such action:


 


(a)           declare
or make any dividend payment or other distribution of assets, properties, cash,
rights, obligations or securities on account or in respect of any of its Stock
or Stock Equivalents except (i) dividends paid to Borrower or (ii) dividends
paid by Parent solely in Stock or Stock Equivalents of Parent; or


 


(b)           purchase,
redeem or otherwise acquire for value any of Parent’s Stock or Stock
Equivalents, except that (i) Parent may convert any of its convertible
securities of the type in existence on the Closing Date into other securities
pursuant to the terms of such convertible securities or otherwise in exchange
therefor and (ii) for so long as a Default is not continuing and would not
be caused by such action, Parent may repurchase stock from employees or former
employees of Borrowers in accordance with the terms of repurchase agreements
between Borrowers and their employees or former employees.


 


9.4                  MERGERS,
STOCK ISSUANCES, SALE OF ASSETS, ETC.


 


Except as
permitted in Sections 9.5(h) and 9.5(i):


 


(a)           Merge
or consolidate with, or permit any Subsidiary to merge or consolidate with, any
Person or acquire all or substantially all of the Stock or Stock Equivalents of
any Person; provided any Borrower may liquidate or dissolve voluntarily into,
and may merge with and into, or have its stock otherwise acquired by Parent and
any Subsidiary other than a Borrower may liquidate or dissolve voluntarily
into, and may merge with and into, or have its stock otherwise acquired by
Parent or any other Subsidiary that is not a Foreign Subsidiary;


 


(b)           Acquire
all or substantially all, or permit any Subsidiary to acquire all or
substantially all of (i) the assets of any Person or (ii) the assets
constituting the business of a division, branch or other unit operation of any
Person; provided any Subsidiary may acquire all or substantially all of the
assets of (or the assets constituting the business of a division, branch or
other unit operation of) any other Subsidiary that is not a Foreign Subsidiary;
or


 


(c)           Sell,
convey, transfer, lease or otherwise dispose of, or permit any Subsidiary to
sell, convey, transfer, lease or otherwise dispose of, any of its assets or any
interest therein


 


54





















 


to any Person, or permit
or suffer any other Person to acquire any interest in any of its assets, except
(i) Permitted Liens, (ii) as otherwise permitted under item (a) or
(b) above, (iii) the sale or disposition of inventory in the ordinary
course of business and/or assets which have become obsolete, unneeded or are
replaced in the ordinary course of business or (iv) the sale or
disposition of assets outside the ordinary course of business, provided that
the aggregate value of assets so sold or disposed of in any twelve-month period
does not exceed 10% of Tangible Net Worth. 
As used in item (iv), “value” means the highest of book value, fair
market value or value of consideration received in exchange for such sale or
disposition.


 


9.5                  INVESTMENTS


 


Make, incur,
assume or suffer to exist any Investment in any other Person, except, without duplication:


 


(a)           Investments
existing on the Closing Date and identified in Section 9.5 of the
Disclosure Letter;


 


(b)           Cash
Equivalent Investments (provided that any Investment which when made complies
with the requirements of the definition of the term “Cash Equivalent Investment”
may continue to be held notwithstanding that such Investment if made thereafter
would not comply with such requirements);


 


(c)           Investments
permitted as Indebtedness pursuant to Section 9.2;


 


(d)           Investments
consisting of employee relocation loans and other loans to employees, officers
or directors for the purchase of equity securities of Parent;


 


(e)           in
the ordinary course of business, Investments by Borrower or any Subsidiary in
any Subsidiary that is not a Foreign Subsidiary (or, with the prior written
consent of Administrative Lender (which consent will not be unreasonably
withheld), any Subsidiary that is a Foreign Subsidiary), by way of
contributions to capital or loans or advances, provided that immediately before
and after giving effect thereto no Default is continuing;


 


(f)            Investments
(including debt obligations) received in connection with the bankruptcy or
reorganization of customers or suppliers in settlement of obligations of, or
disputes with, such Persons arising in the ordinary course of business;


 


(g)           Investments
arising under Interest Rate Contracts, Commodity Contracts and foreign exchange
agreements permitted hereunder;


 


(h)           subject
to the dollar limitations set forth below, any acquisition of (1) all or
substantially all of the Stock or Stock Equivalents of any Person (whether by
purchase or merger), (2) all or substantially all of the assets of any
Person or (3) all or substantially all of the assets constituting the
business of a division, branch or other unit operation of any Person; provided
that immediately before and after giving effect thereto no Default is
continuing and provided further, that (A) after combining Parent’s
consolidated actual and


 


55





















 


projected financial
performance with the actual and projected financial performance of the “Entity”
(as defined below) on a pro forma, consolidated basis in a manner acceptable to
Administrative Lender, Administrative Lender is satisfied that no Default would
have occurred or will occur as a result of such acquisition, (B) the
Entity is located in and organized under the laws of Canada, a jurisdiction in
Canada, the United States or a jurisdiction in the United States, (C) the
Entity is not a Foreign Subsidiary or, if it is or would be a Foreign
Subsidiary, not without first obtaining the written consent of Administrative
Lender, which consent will not be unreasonably withheld and (D) such
acquisition is a consensual acquisition and not a hostile take-over or other non-negotiated
acquisition.  “Entity” means the entity
which is the subject of such acquisition or which is the seller of assets in
connection with such acquisition; and


 


(i)            subject
to the dollar limitations set forth below, other Investments provided that
immediately before and after giving effect thereto no Default is continuing.


 


The aggregate
consideration paid in cash or property (other than common Stock and common
Stock Equivalents of Parent) for all acquisitions and other Investments
permitted under clauses (h) and (i) above shall not (after taking
into account any losses incurred on Investments made under clause (i)) at any
time exceed 20% of Tangible Net Worth.


 


9.6                  CHANGE
IN NATURE OF BUSINESS


 


Directly or
indirectly engage, or permit any Subsidiary to directly or indirectly engage,
in any business activity other than the type of business activities in which
Borrowers are engaged on the Closing Date and activities reasonably related
thereto.


 


9.7                  PLANS


 


(a)           Adopt
or become obligated to contribute to, or permit any Subsidiary to adopt or
become obligated to contribute to, any Plan subject to Title IV or any
multi-employer Plan or any other Plan subject to Section 412 of the
Internal Revenue Code (except for any such Plan listed on the Disclosure Letter
on the Closing Date), (b) establish or become obligated with respect to,
or permit any Subsidiary to establish or become obligated to contribute to, any
new welfare benefit Plan, or modify any existing welfare benefit Plan, which is
reasonably likely to result in an increase of the present value of future
liabilities for post-retirement life insurance and medical benefits, or (c) establish
or become obligated to contribute to, or permit any Subsidiary to establish or
become obligated to contribute to, any new unfunded pension Plan, or modify any
existing unfunded pension Plan, which is reasonably likely to result in an
increase in the present value of future unfunded liabilities under all such
plans.


 


9.8                  CANCELLATION
OF INDEBTEDNESS OWED TO IT


 


Cancel, or permit
any Subsidiary to cancel, any claim or Indebtedness owed to it except for
legitimate business purposes in the reasonable judgment of Borrowers and in the
ordinary course of business.


 


56





















 


9.9                  MARGIN
REGULATIONS


 


Use, or permit any
Subsidiary to use, the proceeds of any Loan to purchase or carry any margin
stock (within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System).


 


9.10                ENVIRONMENTAL


 


Permit any lessee
or any other Person to dispose of any Contaminant by placing it in or on the
ground or waters of any property owned or leased by any Borrower or Subsidiary,
except in material compliance with Environmental Law or the terms of any Permit
or other than those that in the aggregate could not reasonably be expected to
have a Material Adverse Effect.


 


9.11                TRANSACTIONS
WITH AFFILIATES


 


Enter, or permit
any Subsidiary to enter, into any transaction directly or indirectly with or
for any affiliate of Borrower (other than another Borrower or any Subsidiary
that is not a Foreign Subsidiary) except (a) in the ordinary course of
business on a basis no less favorable to such affiliate than would be obtained
in a comparable arm’s length transaction with a Person not an affiliate of
Borrower or (b) any transaction involving assets that are not material to
the business and operations of Borrowers or the Subsidiaries.


 


9.12                NEW
COLLATERAL LOCATION; NAME CHANGE


 


Open any new
location or change its name, or permit any Subsidiary to do so, unless (a) Borrowers’
Agent gives Administrative Lender (i) 30 days prior notice of the intended
name change, (ii) 30 days prior notice of the intended opening of such new
location, and (b) Borrowers execute and Borrowers’ Agent delivers to
Administrative Lender such agreements, documents and instruments as
Administrative Lender deems reasonably necessary or desirable to protect its
interests in the Collateral.


 


9.13                NO
SPECULATIVE TRANSACTIONS


 


Engage in, or
permit any Subsidiary to engage in, any Commodity Contract, Interest Rate
Contract or foreign exchange agreement, except for hedging purposes with
respect to transactions engaged in by Borrowers in the ordinary course of
business and not for speculative purposes.


 


9.14                TRANSACTIONS
WITH SUBSIDIARIES


 


Unless Borrowers
are otherwise in compliance with Section 8.17, engage in, or permit any
Subsidiary to engage in, any transaction with, or provide any funding,
financial support or funds to or for the benefit of, any Subsidiary at any
time, unless such Subsidiary is either a Foreign Subsidiary or a Borrower.


 


57





















 


ARTICLE X.           FINANCIAL
COVENANTS


 


10.1                LEVERAGE
RATIO


 


As of the end of
each fiscal quarter, Parent shall maintain a Leverage Ratio not greater than
the ratio set forth below for such quarter:


 


	
  Fiscal
  Quarter Ending

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Each quarter through June 29, 2006

  	
   

  	
  4.25:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Each quarter thereafter through December 30,
  2006

  	
   

  	
  3.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Each quarter thereafter through June 29, 2007

  	
   

  	
  3.00:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Each quarter after June 29, 2007

  	
   

  	
  2.50:1.00

  	
   

  



 


10.2                CURRENT
RATIO


 


As of the end of
each fiscal quarter, Parent shall maintain a Current Ratio not less than
1.10:1.


 


10.3                DEBT
SERVICE COVERAGE RATIO


 


As of the end of
each fiscal quarter , Parent shall maintain a Debt Service Coverage Ratio
greater than 1.50:1.


 


10.4                                TANGIBLE
NET WORTH


 


Parent will not
permit its Tangible Net Worth as of the end of any fiscal quarter to be less
than the total of (i) 90% of Tangible Net Worth as of the date of Parent’s
acquisition of the R-Vision Companies plus (ii) 50% of the sum of
Parent’s consolidated net income for each fiscal quarter thereafter (exclusive
of any fiscal quarter in which Parent’s consolidated net income is less than
zero).


 


ARTICLE XI.          EVENTS
OF DEFAULT


 


11.1                EVENTS
OF DEFAULT


 


The occurrence of
any of the following shall constitute an “Event of Default” under this
Agreement:


 


(a)           any
Obligor shall fail to pay when due any principal amount payable under the Loan
Documents, shall fail to pay any interest payable under the Loan Documents
within


 


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5 days of the due
date therefor, or shall fail to pay any other amount payable under the Loan
Documents within 10 days of the due date therefor;


 


(b)           any
financial statement or certificate furnished to Administrative Lender or any
Lender in connection with, or any representation or warranty made by any
Obligor under any of the Loan Documents shall prove to be false or misleading
in any material respect when furnished or made;


 


(c)           Borrowers
or Borrowers’ Agent shall fail to provide any certificate, report or other
information which it is required to provide pursuant to Section 8.3 or Section 8.9
on the date specified in Section 8.3 or Section 8.9; provided that
unless Borrowers and Borrowers’ Agent have previously failed to provide any
required certificate, report or other information by the required date on two
prior occasions within the preceding 12 months such failure shall be considered
an Event of Default only if Borrowers and Borrowers’ Agent fail to provide such
certificate, report or other information within five Business Days (two
Business Days with respect to Section 8.9(a)) of the earlier of (i) the
date an officer of Borrower has knowledge of the failure to so provide such certificate,
report or other information, or (ii) the date Administrative Lender, at
the request of a Lender, notifies Borrowers’ Agent of such failure;


 


(d)           any
default by Borrowers in the performance of or compliance with any obligation,
agreement or other provision contained in Sections 5.2(a), 8.5, 8.10,
8.11, 8.12, 8.14, 8.16, 8.17, 9.1, 9.2, 9.3, 9.4, 9.5, 9.6 and 9.12 and
contained in Article X;


 


(e)           any
default by any Obligor in the performance of or compliance with any obligation,
agreement or other provision contained in any Loan Document (other than those
referred to in subsections (a) through (d) above) for 30 days after
notice thereof has been given to Borrowers’ Agent by Administrative Lender;


 


(f)            any
breach(es) by any Obligor in the payment or performance of any other
obligation(s) under the terms of any contract(s) or instrument(s) (other than
any of the Loan Documents) evidencing Indebtedness in excess of $7,500,000 in
the aggregate if such breach(es) has/have not been cured to the satisfaction of
the affected creditor(s) or waived by such creditor(s) within any applicable
cure period provided under the contract(s) or instrument(s);


 


(g)           any
judgment(s) or order(s) for the payment of money in excess of $7,500,000 in the
aggregate shall be rendered against one or more Obligors and Subsidiaries and
either (i) enforcement proceedings shall have been commenced by any
creditor upon any such judgment or order; or (ii) there shall be any
period of 10 consecutive days during which a stay of enforcement of any such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect;


 


(h)           any
Obligor becomes insolvent, or suffers or consents to or applies for the
appointment of a receiver, trustee, custodian or liquidator of itself or any of
its property, or is


 


59





















 


generally unable to or
fails to pay its debts as they become due, or makes a general assignment for
the benefit of creditors; any Obligor files a voluntary petition in bankruptcy,
or seeks to effect a plan or other arrangement with creditors or any other
relief under the Bankruptcy Code or under any state or other Federal law
granting relief to debtors, whether now or hereafter in effect; or any
involuntary petition or proceeding pursuant to the Bankruptcy Code or any other
applicable state or Federal law relating to bankruptcy, reorganization or other
relief for debtors is filed or commenced against any Obligor and is not
dismissed, stayed or vacated within 60 days thereafter or any Obligor files an
answer admitting the jurisdiction of the court and the material allegations of
any such involuntary petition; any Obligor is adjudicated a bankrupt, or an
order for relief is entered by any court of competent jurisdiction under the
Bankruptcy Code or any other applicable state or Federal law relating to
bankruptcy, reorganization or other relief for debtors; or any Obligor takes
any corporate, partnership or company action authorizing, or in furtherance of,
any of the foregoing;


 


(i)            if
any of the following events occur:  (1) any
Plan incurs any “accumulated funding deficiency” (as defined in ERISA) whether
waived or not, (2) Parent or any affiliate of Parent engages in any “prohibited
transaction” (as defined in ERISA), (3) any Plan is terminated, (4) a
trustee is appointed by an appropriate United States district court to
administer any Plan, or (5) the PBGC institutes proceedings to terminate
any Plan or to appoint a trustee to administer any Plan;


 


(j)            the
dissolution or liquidation of any Obligor, or any Obligor or its directors or
stockholders shall take action seeking to effect the dissolution or liquidation
of any Obligor;


 


(k)           any
Change in Control;


 


(l)            any
Loan Document, or any Lien granted thereunder, shall (except in accordance with
its terms), in whole or in part, terminate, cease to be effective or cease to
be the legally valid, binding and enforceable obligation of any Obligor party
thereto; any Obligor shall, directly or indirectly, contest in any manner such
effectiveness, validity, binding nature or enforceability; or any Lien securing
any Obligation shall, in whole or in part, cease to be a perfected first
priority Lien, subject only to those exceptions expressly permitted by such
Loan Document;


 


(m)          any
of the R-Vision Companies fails to deliver the Joinder Agreement and other Loan
Documents required by Section 8.17 within one Business Day after the
Closing Date; or


 


(n)           the
failure of Borrowers before December 7, 2005 to terminate the R-Vision
Liens or amend them to be limited to chassis purchased by Borrower in the
ordinary course of business.


 


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11.2                REMEDIES


 


(a)           During
the continuance of any Event of Default (other than an Event of Default
referred to in Section 11.1(h)), Administrative Lender may, with the
consent of the Required Lenders, or shall, upon instructions from the Required
Lenders, by notice to Borrowers’ Agent, (i) terminate the obligations of
Lenders to extend any further credit under any of the Loan Documents, and (ii) declare
all or any part of the Obligations to be immediately due and payable without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by Borrowers, and/or take such enforcement action as is
permitted under this Section.  Upon the
occurrence or existence of any Event of Default described in Section 11.1(h),
immediately and without notice, (A) the obligations, if any, of Lenders to
extend any further credit under any of the Loan Documents shall automatically
cease and terminate, and (B) all indebtedness of Borrowers under the Loan
Documents shall automatically become immediately due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by Borrowers. 
Immediately after taking any action under this Section, Administrative
Lender shall notify each Lender of such action.


 


(b)           During
the continuance of an Event of Default, Administrative Lender, in addition to
any other rights and remedies contained in the Loan Documents, shall have all
of the rights and remedies of a secured party under the Code and all other
applicable law, all of which rights and remedies shall be cumulative and nonexclusive
to the extent permitted by law. 
Administrative Lender may cause the Collateral to remain on Borrower’s
premises, at Borrowers’ expense, pending sale or other disposition
thereof.  Administrative Lender shall
have the right to conduct such sales on Borrower’s premises or elsewhere, at
Borrowers’ expense, on such occasion(s) as Administrative Lender may see fit,
and Borrowers, at Administrative Lender’s request, will, at Borrowers’ expense,
assemble the Collateral and make it available to Administrative Lender at such
place(s) as Administrative Lender may reasonably designate from time to
time.  Any sale, lease or other
disposition by Administrative Lender of the Collateral, or any part thereof,
may be for cash or other value. 
Borrowers shall execute and deliver, or cause to be executed and
delivered, such instruments, documents, assignments, deeds, waivers,
certificates and affidavits and take such further action as Administrative
Lender shall reasonably require in connection with such sale, and Borrower
hereby constitutes Administrative Lender as its attorney-in-fact to execute any
such instrument, document, assignment, deed, waiver, certificate or affidavit
on behalf of Borrower and in its name. 
At any sale of the Collateral, the Collateral to be sold may be sold in
one lot as an entirety or in separate lots as Administrative Lender may
determine.  Administrative Lender shall
not be obligated to make any sale of any Collateral if it determines not to do
so, regardless of the fact that notice of sale was given.  Administrative Lender may, without notice or
publication, adjourn any public or private sale or cause the sale to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which it is so adjourned.  In case any
sale of Collateral is made on credit or for future delivery, the Collateral so
sold may be retained by Administrative Lender until the sale price is paid, but
Administrative Lender shall not incur any liability if any purchaser fails to
pay for any


 


61





















 


Collateral so sold and,
in case of any such failure, such Collateral may be sold again.  At any public sale, any Lender (i) may
bid for or purchase the Collateral offered for sale free (to the extent
permitted by law) from any rights of redemption, stay or appraisal on the part
of Borrower with respect to the Collateral, (ii) make payment on account
thereof by using any claim then due and payable to such Lender from Borrower as
a credit against the purchase price, and (iii) upon compliance with the
terms of sale, hold, retain and dispose of such property without further
accountability to Borrower therefor. 
Borrowers acknowledge that portions of the Collateral may be difficult
to preserve and dispose of and may be subject to complex maintenance and
management; accordingly, Administrative Lender shall have the widest possible
latitude in the exercise of its rights and remedies hereunder.


 


(c)           Administrative
Lender is hereby granted a license and right to use, without charge upon the
occurrence and during the continuance of an Event of Default and until the
Obligations are fully and finally paid in cash and the Commitments terminated,
Borrowers’ labels, patents, copyrights, rights of use of any name, trade
secrets, trade names, trademarks, service marks, advertising material, General
Intangibles and any other property of a similar nature in completing the
production, advertising for sale and sale of any Collateral.


 


(d)           Any
notice required to be given by Administrative Lender with respect to any of the
Collateral, which notice is given pursuant to Section 13.1 and deemed
received pursuant to Section 13.1 at least five Business Days before a
sale, lease, disposition or other intended action by Administrative Lender with
respect to any of the Collateral, shall constitute fair and reasonable notice
to Borrowers of any such action.  A
public sale in the following fashion shall be conclusively presumed to be
reasonable:  (i) the sale is held in
a county where any part of the Collateral is located or in which Borrower has a
place of business; (ii) the sale is conducted by auction, but it need not
be by a professional auctioneer; (iii) any Collateral is sold as is and
without any preparation for sale; and (iv) Borrowers’ Agent is given
notice of such public sale pursuant to the preceding sentence.


 


(e)           Upon
the occurrence and during the continuance of an Event of Default,
Administrative Lender shall have, with respect to Rights to Payment, all rights
and powers to:  (i) direct any and
all account debtors to make all payments in respect of the Rights to Payment
directly to Administrative Lender or otherwise demand payment of any or all of
the Rights to Payment; (ii) enforce payment of any or all of the Rights to
Payment by legal proceedings or otherwise; (iii) exercise Borrower’s
rights and remedies with respect to any actions or proceedings brought to
collect a Right to Payment; (iv) sell or assign any Right to Payment upon
such terms, for such amount and at such time or times as Administrative Lender
deems advisable; (v) settle, adjust, compromise, extend or renew a Right
to Payment; (vi) discharge or release any Right to Payment; and (vii) prepare,
file and sign Borrower’s name on any proof of claim in bankruptcy or any
similar document against an account debtor, and to otherwise exercise the
rights granted herein.


 


(f)            Administrative
Lender shall have no obligation (i) to preserve any rights to the
Collateral against any Person, (ii) to make any demand upon or pursue or
exhaust any rights or remedies against Borrowers or others with respect to
payment of the Obligations, (iii) to


 


62





















 


pursue or exhaust any
rights or remedies with respect to any of the Collateral or any other security
for the Obligations, or (iv) to marshal any assets in favor of Borrower or
any other Person against or in payment of any or all of the Obligations.


 


(g)           Borrowers
recognize that federal and/or state securities and other laws may limit the
flexibility desired to achieve an otherwise commercially reasonable disposition
of Collateral, and in the event of potential conflict between such laws and
what in other circumstances might constitute commercial reasonableness, it is
intended that consideration of such laws will prevail over attempts to achieve
such commercial reasonableness.  In
connection with any sale or other disposition of Collateral, compliance by
Administrative Lender with the written advice of its counsel concerning the
potential effect of any such law will not be cause for Borrower, or any other
Person, to claim that such sale or other disposition was not commercially
reasonable.


 


(h)           Borrowers
shall pay to Administrative Lender (for distribution to Lenders, as
appropriate), on demand and as part of the Obligations, all costs and expenses,
including court costs and costs of sale, incurred by Administrative Lender or
any Lender in exercising any of its rights or remedies hereunder, and all costs
and expenses incurred in connection with any review of any part of the
Collateral.


 


11.3                ADMINISTRATIVE
LENDER AS BORROWERS’ ATTORNEY


 


Borrower hereby
appoints Administrative Lender or any other Person whom Administrative Lender
may designate, as Borrower’s attorney, with power during the continuation of an
Event of Default:  to indorse Borrower’s
name on any checks, notes, acceptances, money orders, drafts or other forms of
payment or security that may come into Administrative Lender’s possession; to
sign Borrower’s name on any invoice or bill of lading relating to any Right to
Payment, on drafts against customers, on schedules and assignments of Rights to
Payment, on notices of assignment, financing statements and other public
records, and on notices to customers; to notify the post office authorities to
change the address for delivery of Borrower’s mail to an address designated by
Administrative Lender; to receive, open and process all mail addressed to
Borrower; to ask for, demand, sue for, collect, receive, receipt and give
acquittance for any and all moneys due or to become due with respect to any
Collateral; to settle, compromise, prosecute or defend any action, claim or
proceeding with respect to Collateral; to sell, assign, pledge, transfer and
make any agreement with respect to or otherwise deal with the Collateral; and
to do all things necessary to perfect Administrative Lender’s security interest
in the Collateral, to preserve and protect the Collateral and to otherwise
carry out this Agreement; provided, however, that nothing contained in this Section will
be construed as requiring or obligating Administrative Lender to take any
action.  Provided Administrative Lender
acts in a reasonable manner, Borrower ratifies and approves all acts of such
attorney, and neither Administrative Lender nor the attorney will be liable for
any acts or omissions nor for any error of judgment or mistake of fact or
law.  This power being coupled with an
interest is irrevocable until the Obligations have been fully satisfied and
indefeasibly paid in cash and the Commitments terminated.


 


63





















 


ARTICLE XII.         ADMINISTRATIVE
LENDER


 


12.1                ACTIONS


 


Each Lender hereby
appoints U.S. Bank as Administrative Lender and authorizes U.S. Bank to perform
the functions of Administrative Lender under the Loan Documents.  Each Lender authorizes Administrative Lender
to act on behalf of such Lender under the Loan Documents and, in the absence of
other written instructions from the Required Lenders received from time to time
by Administrative Lender (with respect to which Administrative Lender agrees
that it will comply, except as otherwise provided in this Section or as
otherwise advised by counsel), to exercise such powers thereunder as are
specifically delegated to or required of Administrative Lender by the terms
thereof, together with such powers as may be reasonably incidental
thereto.  Each Lender hereby indemnifies
(which indemnity shall survive any termination of this Agreement)
Administrative Lender ratably from and against any and all liabilities,
obligations, losses, damages, claims, costs or expenses of any kind or nature
whatsoever which may at any time be imposed on, incurred by, or asserted
against Administrative Lender in any way relating to or arising out of the Loan
Documents, including reasonable attorneys’ fees (whether incurred at the trial
or appellate level, in an arbitration or administrative proceeding, in
bankruptcy, (including, without limitation, any adversary proceeding, contested
matter or motion) or otherwise), and as to which Administrative Lender is not
reimbursed by Borrowers; provided, however, that no Lender shall be liable for
the payment of any portion of such liabilities, obligations, losses, damages,
claims, costs or expenses which are determined by a court of competent
jurisdiction in a final proceeding to have resulted solely from Administrative
Lender’s gross negligence or willful misconduct.  Administrative Lender shall not be required to
take any action under any Loan Document, or to prosecute or defend any suit in
respect of any Loan Document, unless it is indemnified hereunder to its
satisfaction.  If any indemnity in favor
of Administrative Lender shall be or become, in Administrative Lender’s
determination, inadequate, Administrative Lender may call for additional
indemnification from Lenders and cease to do the acts indemnified against
hereunder until such additional indemnity is given.


 


12.2                RELIANCE
BY ADMINISTRATIVE LENDER


 


Administrative
Lender shall be entitled to rely upon any certificate, notice or other document
(including any cable, telegram, fax, or telex) or telephonic notice believed by
it in Good Faith to be genuine and correct and to have been signed, sent or
made by or on behalf of the proper person or persons, and upon advice and
statements of legal counsel (including Borrower’s counsel), independent
accountants and other experts selected by Administrative Lender with reasonable
care.  As to any matters not expressly provided
for by this Agreement, Administrative Lender shall not be required to take any
action or exercise any discretion, but shall be required to act or to refrain
from acting upon instructions of the Required Lenders and shall in all cases be
fully protected by Lenders in acting, or in refraining from acting, under any
Loan Document in accordance with the instructions of the Required Lenders, and such
instructions of the Required Lenders and any action taken or failure to act
pursuant thereto shall be binding on all Lenders.


 


64





















 


12.3                EXCULPATION


 


Neither
Administrative Lender nor any of its directors, officers, employees or agents
shall be liable to any Lender for any action taken or omitted to be taken by it
under any Loan Document, or in connection herewith or therewith, except for its
own willful misconduct or gross negligence, nor responsible for any recitals or
warranties therein, nor for the effectiveness, enforceability, validity or due
execution of any Loan Document, nor for the creation, perfection or priority of
any Liens purported to be created by any Loan Document, or the validity,
genuineness, enforceability, existence, value or sufficiency of any collateral
security, nor to make any inquiry respecting the performance by Obligors of
their obligations under any Loan Document. 
Any such inquiry which may be made by Administrative Lender shall not
obligate it to make any further inquiry or to take any action.  Administrative Lender shall be entitled to
rely upon advice of counsel concerning legal matters and upon any notice,
consent, certificate, statement or writing which Administrative Lender believes
to be genuine and to have been presented by a proper Person.


 


12.4                SUCCESSOR


 


Administrative
Lender may resign as such at any time upon at least 30 days prior notice to
Borrowers’ Agent and all Lenders.  If
Administrative Lender at any time shall resign, the Required Lenders may
appoint another Lender as a successor Administrative Lender which shall thereupon
become Administrative Lender hereunder. 
If no successor Administrative Lender shall have been so appointed by
the Required Lenders, and shall have accepted such appointment, within 30 days
after the retiring Administrative Lender’s giving notice of resignation, then
the retiring Administrative Lender may, on behalf of Lenders, appoint a
successor Administrative Lender, which shall be one of the Lenders or a
commercial banking institution organized under the laws of the United States
(or any State thereof) or a U.S. branch or agency of a commercial banking
institution, and having a combined capital and surplus of at least
$500,000,000.  Upon the acceptance of any
appointment as Administrative Lender hereunder by a successor Administrative
Lender, such successor Administrative Lender shall give Borrowers’ Agent notice
of such acceptance, shall be entitled to receive from the retiring
Administrative Lender such documents of transfer and assignment as such
successor Administrative Lender may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of
the retiring Administrative Lender, and the retiring Administrative Lender
shall be discharged from its duties and obligations under the Loan Documents.  After any retiring Administrative Lender’s
resignation hereunder as Administrative Lender, the provisions of (a) this
Article XII shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Lender under this Agreement; and (b) Section 13.2
and Section 13.3 shall continue to inure to its benefit.


 


12.5                LOANS
BY ADMINISTRATIVE LENDER; OTHER ACTIONS


 


Administrative
Lender shall have the same rights and powers with respect to the Loans made by
it or any of its affiliates as any other Lender and may exercise such rights
and


 


65





















 


powers as if it were not
Administrative Lender.  Administrative
Lender and each Lender and its respective affiliates may accept deposits from,
lend money to, and generally engage in any kind of business with any Borrower
or Subsidiary or affiliate of Borrower as if it were not the Administrative
Lender or a Lender, provided that the forgoing shall not be deemed to relieve
Borrower of any of its obligations under the Loan Documents.


 


12.6                CREDIT
DECISIONS


 


Each Lender
acknowledges that it has made its own credit decision to extend its commitments
hereunder independently of Administrative Lender and each other Lender, and
based on such Lender’s review of the financial information of Borrowers, this
Agreement, the other Loan Documents (the terms and provisions of which being
satisfactory to such Lender) and such other documents, information and
investigations as such Lender has deemed appropriate.  Each Lender also acknowledges that it will
continue to make its own credit decisions as to exercising or not exercising
from time to time any rights and privileges available to it under the Loan
Document independently of Administrative Lender and each other Lender and based
on such other documents, information and investigations as it shall deem
appropriate at any time.


 


12.7                SYNDICATION
AGENT


 


No Lender
identified as a “Syndication 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 “Syndication
Agent” in deciding to enter into this Agreement or in taking or not taking any
action hereunder.


 


ARTICLE XIII.       MISCELLANEOUS


 


13.1                NOTICES


 


Except as
specified otherwise herein, all notices, requests and demands which any party
is required or may desire to give to any other party under this Agreement must
be in writing.  Each notice to be given
to Administrative Lender or any Lender shall be addressed to Administrative
Lender and each Lender at its address or fax number set forth as the “Address
for Notices” for Administrative Lender or such Lender in Schedule I
hereto, or to such other address or fax number as Administrative Lender or any
Lender may designate for itself by notice to all other parties.  Each notice to be given to Borrowers’ Agent
or Borrower shall be addressed to Borrowers’ Agent at the following address or
fax number:


 


	
  To Borrowers’ Agent:

  	
  Monaco Coach Corporation

  
	
   

  	
  91320 Industrial Way

  
	
   

  	
  Coburg, Oregon 97408

  
	
   

  	
  Attn: Chief Financial Officer

  
	
   

  	
  Fax: (541) 302-3835

  



 


66





















 


or to such other address
or fax number as Borrowers’ Agent may designate for itself by notice to all
other parties.  Each such notice, request
and demand shall be deemed given or made as follows:  (a) three Business Days following
deposit in the United States mails, with first class postage prepaid, (b) the
next Business Day after such notice was delivered to a regularly scheduled
overnight delivery, or (c) upon receipt of notice given by fax, mailgram,
telegram, telex, or personal delivery.


 


13.2                COSTS,
EXPENSES, ATTORNEYS’ FEES


 


Borrowers shall
pay immediately upon demand the full amount of all payments, advances, charges,
costs and expenses, including reasonable attorneys’ fees (whether incurred at
the trial or appellate level, in an arbitration or administrative proceeding,
in bankruptcy (including, without limitation, any adversary proceeding,
contested matter or motion) or otherwise), incurred by Administrative Lender
and/or any Lender in connection with (a) the negotiation and preparation
of the Loan Documents, (b) the enforcement, preservation or protection (or
attempted enforcement, preservation or protection) of Administrative Lender’s
and/or any Lender’s rights (except in a dispute solely between Lenders),
including, without limitation, periodic collateral examinations, and/or the
collection of any amounts which become due under any of the Loan Documents, and
(c) the prosecution or defense of any action in any way related to any of
the Loan Documents, including without limitation, any action for declaratory
relief, and including any of the foregoing incurred in connection with any
bankruptcy proceeding relating to Borrower.


 


13.3                INDEMNIFICATION


 


(a)           To
the fullest extent permitted by law, Borrowers hereby agree to protect,
indemnify, defend and hold harmless each of Administrative Lender and Lenders
and each of their respective officers, directors, shareholders, employees,
agents, attorneys and affiliates (collectively, “Indemnitees”) from and against
any liabilities, losses, damages or expenses of any kind or nature and from any
suits, claims or demands (including in respect of or for reasonable attorneys’
fees (whether incurred at the trial or appellate level, in an arbitration or
administrative proceeding, in bankruptcy (including, without limitation, any
adversary proceeding, contested matter or motion) or otherwise) and other
expenses, including the allocated costs and expenses of internal counsel)
arising on account of or in connection with any matter or thing or action or
failure to act by Indemnitees, or any of them, arising out of or relating to any
Loan Document, including without limitation any use by Borrower of any proceeds
of credit advanced, except to the extent such liability arises from the willful
misconduct or gross negligence of the Indemnitees (collectively, the “Indemnified
Liabilities”).


 


(b)           Upon
receiving knowledge of any suit, claim or demand asserted by a third party that
Administrative Lender and/or any Lender believes is covered by this indemnity,
such Indemnitee shall give Borrowers’ Agent notice of the matter and an
opportunity to defend it, at Borrowers’ sole cost and expense, with legal
counsel satisfactory to such Lender. 
Such Lender may also require Borrowers to defend the matter.  Any failure or delay of such


 


67





















 


Lender to notify
Borrowers’ Agent of any such suit, claim or demand shall not relieve Borrowers
of their obligations under this Section, but shall reduce such obligations to
the extent of any increase in those obligations caused solely by an
unreasonable failure or delay in providing such notice.  Borrowers may not settle or otherwise
compromise any claim with respect to any Indemnified Liability unless the
settlement includes an unconditional release of the Indemnitee from all liability
on claims that are the subject of such settlement and may not settle or
otherwise compromise any claim with respect to any Indemnified Liability, other
than a claim for money damages, without the prior written consent of the
Indemnitee, which consent shall not be unreasonably withheld.


 


(c)           If
and to the extent that the foregoing undertaking may be unenforceable for any
reason Borrowers shall make the maximum contribution permissible under
applicable law to the payment and satisfaction of each of the Indemnified
Liabilities.


 


(d)           This
Section shall survive the payment in full and performance of all of
Borrowers’ other Obligations.


 


13.4                WAIVERS,
AMENDMENTS


 


Any term,
covenant, agreement or condition of any Loan Document may be amended or waived
if such amendment or waiver is in writing and is signed by the Required Lenders
(or by Administrative Lender with written consent of the Required Lenders),
Borrowers’ Agent and any other party thereto; provided, however, that any
amendment, waiver or consent which affects the rights or duties of Administrative
Lender, L/C Bank or Swingline Lender must be in writing and be signed also by
the affected Administrative Lender, L/C Bank or Swingline Lender; and provided
further, that any amendment, waiver or consent which effects any of the
following changes must be in writing and signed by all Lenders (or by
Administrative Lender with the written consent of all Lenders): (a) increases
the maximum amount of credit available hereunder; (b) extends the maturity
date of any Loan; (c) reduces the principal of, or interest (including
default rate interest) on, any Loan or any fees or other amounts payable for
the account of Lenders hereunder; (d) postpones or conditions any date
fixed for any payment of the principal of, or interest on, any Loan or any fees
or other amounts payable for the account of Lenders hereunder; (e) waives
or amends this Section; (f) amends the definition of Required Lenders or
any provision of this Agreement requiring approval of the Required Lenders or
some other specified amount of Lenders; (g) increases or decreases the
commitment or the Ratable Portion of any Lender (other than through an
assignment under Section 13.5); (h) waives any of the conditions set
forth in Article VII; (i) releases any material Collateral; or
(j) amends any guaranty of the Obligations (or releases any guarantor of
its obligations thereunder).  The
foregoing notwithstanding, any increase or decrease in the Ratable Portion of
any Lender and any increase in the Revolving Loan Commitment or Term Loan
Commitment of any Lender must be in writing and signed by such Lender.  Unless otherwise specified in such waiver or
consent, a waiver or consent given hereunder shall be effective only in the
specific instance and for the specific purpose for which given.


 


68





















 


13.5                SUCCESSORS
AND ASSIGNS


 


(a)           Binding Effect.  The Loan Documents shall be binding upon and
inure to the benefit of Borrowers, Administrative Lender, Lenders and their
respective successors and permitted assigns, except that Borrower may not
assign or transfer any of its rights or obligations under any Loan Document
without the prior written consent of Administrative Lender and each
Lender.  All references in this Agreement
to any Person shall be deemed to include all successors and assigns of such
Person.


 


(b)           Participations.  Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time sell to one or more
banks or other financial institutions (“Participants”) participating interests
in any obligations owing to such Lender under the Loan Documents.  In the event of any such sale, (i) such
Lender’s obligations under the Loan Documents to the other parties to the Loan
Documents shall remain unchanged, (ii) such Lender shall remain solely
responsible for the performance thereof and (iii) Borrowers, Borrowers’
Agent and Administrative Lender shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under the
Loan Documents.  Participants shall have
no rights under the Loan Documents except as provided below.  No Lender shall sell any participating
interest under which the Participant shall have any right to vote on any
amendment, consent or waiver of this Agreement or any other Loan Document;
provided, however, that any agreement under which any Lender sells a
participating interest to a Participant may require the selling Lender to
obtain the consent of such Participant in order for such Lender to agree or
consent to any amendment of a type specified in items (a)-(j) of Section 13.4.  No agreement under which any Lender sells a
participating interest to a Participant may permit the Participant to transfer,
pledge, assign, sell participations in or otherwise encumber its participating
interest.  If any amount outstanding
under the Loan Documents is due and unpaid, each Participant shall have all the
rights of a “Lender” under Section 13.6 in respect of its participating
interest in amounts owing under the Loan Documents to the same extent as if the
amount of its participating interest were owing directly to it as a Lender
under the Loan Documents; provided, however, that such rights of setoff shall
be subject to the obligation of such Participant to share with Lenders, and Lenders
agree to share with such Participant, as provided in Section 3.9(b) hereof.  Borrowers also agree that any Lender that has
transferred all or part of its interests in the Obligations to one or more
Participants shall, notwithstanding any such transfer, be entitled to the full
benefits accorded such Lender under Sections 3.10 and 3.12 hereof, as if such
Lender had not made such transfer. 
Without limiting the foregoing, no Participant shall be entitled to
costs, expenses or attorneys’ fees under Section 13.2 or Section 13.3.


 


(c)           Assignments.  Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time, sell and assign to
any Lender, any affiliate of a Lender or any other bank or financial
institution (individually, an “Assignee”) all or any portion of its rights and
obligations under the Loan Documents (such a sale and assignment to be referred
to herein as an “Assignment”) pursuant to an Assignment and Assumption
Agreement in the form of Exhibit H attached hereto (an “Assignment
Agreement”) executed by each Assignee and such assignor Lender (an “Assignor”)
and delivered to Administrative


 


69





















 


Lender for its acceptance
and recording in the Register (as defined below); provided, however, that:  (i) each Assignment shall be in a
minimum amount of $5,000,000; (ii) if the Assignment is not an assignment
of Assignor’s entire commitment, Assignor maintains a minimum commitment of
$5,000,000; and (iii) each Assignment which is not to a Lender or an
affiliate thereof, shall be made only with the written consent of
Administrative Lender (and, in the absence of a Default, Borrowers’ Agent),
which consent(s) shall not be unreasonably withheld.  Upon the execution, delivery, acceptance and
recording of each Assignment Agreement, from and after the effective date set
forth therein, (A) each Assignee shall be a Lender with a commitment as
set forth in Section 1 of such Assignment Agreement and shall have the
rights, duties and obligations of a Lender under the Loan Documents, and (B) the
Assignor shall be a Lender with a commitment as set forth in Section 1 of
such Assignment Agreement, or, if the commitment of the Assignor has been
reduced to zero, the Assignor shall cease to be a Lender; provided, however,
that each Assignor shall nevertheless be entitled to the indemnification rights
contained in Section 13.3 hereof for any events, acts or omissions
occurring before the effective date of its Assignment.  Each Assignment Agreement shall be deemed to
amend Schedule I hereto to the extent necessary to reflect the
addition of each Assignee and the resulting adjustment of commitments arising
from the purchase by each Assignee of all or a portion of the rights and
obligations of an Assignor under this Agreement and the other Loan Documents.


 


(d)           Register.  Administrative Lender shall maintain at
Administrative Lender’s Office a copy of each Assignment Agreement delivered to
and accepted by Administrative Lender and a register (“Register”) for the
recordation of the names and addresses of Lenders and the commitment of each
Lender from time to time.  The entries in
the Register shall be conclusive and binding for all purposes, absent manifest
error, and Borrowers, Administrative Lender and Lenders may treat each entity
whose name is recorded in the Register as a Lender hereunder for all purposes
of this Agreement.  The Register shall be
available for inspection by Borrowers’ Agent or any Lender at any reasonable
time and from time to time upon reasonable prior notice.


 


(e)           Registration.  Upon its receipt of an Assignment Agreement
executed by an Assignor and an Assignee (and, in the case of an Assignee that
is not then a Lender or an affiliate of a Lender, by Borrowers’ Agent and
Administrative Lender) together with payment by such Assignee to Administrative
Lender of a registration and processing fee of $3,500, Administrative Lender
shall (i) promptly accept such Assignment Agreement and (ii) on the
effective date of such Assignment record the information contained therein in
the Register and give notice of such acceptance and recordation to Lenders and
Borrowers’ Agent.  Administrative Lender
may, from time to time at its election, prepare and deliver to Lenders and
Borrowers’ Agent a revised Schedule I reflecting the names,
addresses and respective commitments of all Lenders then parties hereto.


 


(f)            Federal Reserve Bank.  Notwithstanding the foregoing provisions of
this Section, any Lender may at any time pledge or assign all or any portion of
such Lender’s rights under this Agreement and the other Loan Documents to a
Federal Reserve Bank;


 


70





















 


provided,
however, that no such pledge or assignment will release such Lender from
such Lender’s obligations hereunder or under any other Loan Document.


 


13.6                SETOFF


 


In addition to any
rights and remedies of Lenders provided by law, each Lender shall have the
right, with the prior consent of Administrative Lender (which consent will not
be unreasonably withheld) but without prior notice to Borrower, any such notice
being expressly waived by Borrower to the extent permitted by applicable law,
during the continuance of an Event of Default to setoff and apply against any
indebtedness, whether matured or unmatured, of Borrower to such Lender any
amount owing from such Lender or any affiliate thereof to Borrower at any time
during the continuation of an Event of Default. 
This right of setoff may be exercised by such Lender against Borrower or
against any trustee in bankruptcy, debtor in possession, assignee for the
benefit of creditors, receiver or execution, judgment or attachment creditor of
Borrower or against anyone else claiming through or against Borrower or such
trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receiver, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of setoff shall not have been
exercised by such Lender prior to the occurrence of an Event of Default.  Each Lender agrees promptly to notify
Borrower after any such setoff and application made by such Lender, provided
that the failure to give such notice shall not affect the validity of such
setoff and application.


 


13.7                NO
WAIVER; CUMULATIVE REMEDIES


 


No failure on the
part of Administrative Lender or any Lender to exercise, and no delay in
exercising, any right, power, privilege or remedy under any Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right, power, privilege or remedy preclude any other or further exercise
thereof or the exercise of any other right, power, privilege or remedy.  The rights and remedies under the Loan
Documents are cumulative and not exclusive of any rights, powers, privileges
and remedies that may otherwise be available to Administrative Lender or any
Lender.


 


13.8                ENTIRE
AGREEMENT


 


The Loan Documents
constitute the entire agreement among Borrowers, Administrative Lender and
Lenders with respect to the Loans and the Letters of Credit and supersede all
prior negotiations, communications, discussions, correspondence and agreements
concerning the subject matter hereof. 
This Agreement cannot be changed orally or by the conduct of the parties
and may be amended or modified only in writing signed by the party against whom
enforcement is sought.


 


13.9                NO
THIRD PARTY BENEFICIARIES


 


This Agreement is
made and entered into for the sole protection and benefit of the parties hereto
and their respective permitted successors and assigns, and no other person or
entity shall be a third party beneficiary of, or have any direct or indirect
cause of action or


 


71





















 


claim in connection with,
this Agreement or any other of the Loan Documents to which it is not a party.


 


13.10              CONFIDENTIALITY


 


Lenders shall hold
all non-public information (which has been identified as such by Borrowers’
Agent) obtained pursuant to the requirements of this Agreement in accordance
with their customary procedures for handling confidential information of this
nature and in accordance with safe and sound banking practices and in any event
may make disclosure to any of their examiners, affiliates, outside auditors,
counsel and other professional advisors in connection with this Agreement or as
reasonably required by any bona fide transferee,
participant or assignee or as required or requested by any Governmental
Authority or pursuant to legal process; provided, however, that (a) unless
specifically prohibited by applicable law or court order, each Lender shall
notify Borrowers’ Agent of any request by any Governmental Authority (other
than any such request in connection with an examination of the financial
condition of such Lender by such Governmental Authority) for disclosure of any
such non-public information prior to disclosure of such information, (b) prior
to any such disclosure pursuant to this Section, each Lender shall require any
such bona fide transferee, participant and
assignee receiving a disclosure of non-public information to agree in writing (i) to
be bound by this Section and (ii) to require such Person to require
any other Person to whom such Person discloses such non-public information to
be similarly bound by this Section, and (c) except as may be required by
an order of a court of competent jurisdiction and to the extent set forth
therein, no Lender shall be obligated or required to return any materials
furnished by any Borrower or Subsidiary.


 


13.11              TIME


 


Time is of the
essence of each and every provision of this Agreement and each other of the
Loan Documents.


 


13.12              SEVERABILITY
OF PROVISIONS


 


If any provision
of this Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity without invalidating the remainder of such provision or any
remaining provisions of this Agreement.


 


13.13              GOVERNING
LAW


 


This Agreement
shall be governed by and construed in accordance with the laws of the State of
Oregon, without regard to the conflicts of laws provisions thereof.


 


13.14              SUBMISSION
TO JURISDICTION


 


EACH OF BORROWER,
ADMINISTRATIVE LENDER AND LENDERS HEREBY: 
(A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF


 


72





















 


THE STATE OF OREGON AND THE
FEDERAL COURTS OF THE UNITED STATES FOR THE DISTRICT OF OREGON FOR THE PURPOSE
OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOAN
DOCUMENTS; (B) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS; (C) IRREVOCABLY
WAIVES (TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT
NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE
GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM; AND (D) AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW.


 


13.15              WAIVER
OF JURY TRIAL


 


EACH OF BORROWER,
ADMINISTRATIVE LENDER AND LENDERS, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, HEREBY IRREVOCABLY 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 AGREEMENT, ANY OTHER OF THE LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS OR EVENTS REFERENCED HEREIN OR THEREIN OR CONTEMPLATED HEREBY OR
THEREBY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR
OTHERWISE.  THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT AND/OR ANY OTHER OF THE LOAN DOCUMENTS.  A COPY OF THIS SECTION MAY BE FILED
WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER OF THE RIGHT TO TRIAL BY JURY
AND THE CONSENT TO TRIAL BY COURT.


 


13.16              COUNTERPARTS


 


This Agreement may
be executed in any number of identical counterparts, any set of which signed by
all the parties hereto shall be deemed to constitute a complete, executed
original for all purposes.  Delivery of
an executed signature page of this Agreement by fax or by email in PDF
format shall be effective as delivery of a manually executed counterpart
hereof.


 


13.17              OREGON
STATUTORY NOTICE


 


UNDER
OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDER CONCERNING
LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR
HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S


 


73





















 


RESIDENCE MUST BE IN WRITING,
EXPRESS CONSIDERATION AND BE SIGNED BY THE LENDER TO BE ENFORCEABLE.


 


[INTENTIONALLY
LEFT BLANK]


 


74





















 


IN
WITNESS WHEREOF, this Third 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/ Kay L. Toolson

  	
   

  	
  By:

  	
  /s/ John Nepute

  
	
  Title:

  	
  Chief Executive Officer

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OUTDOOR RESORTS MOTORCOACH

  COUNTRY CLUB, INC.

  	
   

  	
  MCC ACQUISITION CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John Nepute

  	
   

  	
  By:

  	
  /s/ Kay L. Toolson

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OUTDOOR RESORTS OF NAPLES, INC.

  	
   

  	
  OUTDOOR RESORTS OF LAS VEGAS,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John Nepute

  	
   

  	
  By:

  	
  /s/ John Nepute

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  R-VISION HOLDINGS LLC

  	
   

  	
  R-VISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John Nepute

  	
   

  	
  By:

  	
  /s/ John Nepute

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  Vice President

  
							



 





















 


	
  R-VISION MOTORIZED LLC

  	
   

  	
  BISON MANUFACTURING, LLC

  
	
  By: R-Vision Holdings LLC, its sole

  manager

  	
   

  	
  By: R-Vision Holdings LLC, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John Nepute

  	
   

  	
  By:

  	
  /s/ John Nepute

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ROADMASTER LLC

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
  By: R-Vision Holdings LLC, its sole

  manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John Nepute

  	
   

  	
  By:

  	
  /s/ Brett R. German

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  UNION BANK OF CALIFORNIA, N.A.

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Thomas Marks

  	
   

  	
  By:

  	
  /s/ Thomas J. Corry

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NATIONAL CITY BANK OF INDIANA

  	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Brandon C. Siegel

  	
   

  	
  By:

  	
  /s/ John Weiss

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF THE WEST

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Marie H. Werts

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  	
   

  
								



 





















 


SCHEDULE I


 


1.             Revolving
Loan Commitments:


 


U.S. Bank National Association  - 
$27,692,307.69     (30.76923077%)


 


Bank of America, N.A. 
-  $18,000,000.00     (20.00000000%)


 


Wells Fargo Bank, National Association  - 
$15,923,076.92     (17.69230769%)


 


Union Bank of California, N.A.  - 
$9,000,000.00     (10.00000000%)


 


National City Bank of Indiana  - 
$12,461,538.46     (13.84615385%)


 


Bank of the West 
-  $6,923,076.92     (7.69230769%)


 


2.             Swing
Loan Commitment:


 


U.S. Bank National Association  - 
$15,000,000     (100%)


 


3.             Term
Loan Commitments:


 


U.S. Bank National Association  - 
$12,307,692.31     (30.76923077%)


 


Bank of America, N.A. 
-  $8,000,000.00     (20.00000000%)


 


Wells Fargo Bank, National Association  -  
$7,076,923.08     (17.69230769%)


 


Union Bank of California, N.A.  - 
$4,000,000.00     (10.00000000%)


 


National City Bank of Indiana  - 
$5,538,461.54     (13.84615385%)


 


Bank of the West 
-  $3,076,923.08     (7.69230769%)


 





















 


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


 


	
  U.S. Bank National Association

  Oregon Commercial Banking

  PD-OR-T4BD

  111 SW Fifth Ave., Suite 400

  Portland, OR  97204

  Attn: Brett R. German

  Telephone:  (503) 275-6351

  Fax:  (503) 275-5795

  Email:  brett.german@usbank.com

   

  Wells Fargo Bank, National Association

  99 E. Broadway, 2nd Floor

  Eugene, OR  97440

  Attn:  John Weiss

  Telephone:  (541) 465-5558

  Fax:  (541) 465-5764

  Email:  weissj@wellsfargo.com

   

  Bank of the West

  401 S.W. Fifth Avenue

  Portland, OR  97204

  Attn:  Marie H. Werts, Vice President

  Phone:  (503) 225-1758

  Fax:  (503) 225-1465

  E-mail:  mwerts@bankofthewest.com

  	
  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:  Thomas J. Corry, Senior Vice
  President

  Telephone:  (503) 279-2809

  Fax:  (503) 275-1274

  Email:  thomas.j.corry@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

  



 





















 


SCHEDULE II


 


Pricing Schedule


 


	
   

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  	
  Level IV

  	
   

  	
  Level V

  	
   

  	
  Level VI

  	
   

  
	
  LIBOR Margin

  	
   

  	
  87.5

  	
   

  	
  100

  	
   

  	
  125

  	
   

  	
  150

  	
   

  	
  175

  	
   

  	
  200

  	
   

  
	
  Prime Margin

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  25

  	
   

  	
  50

  	
   

  	
  75

  	
   

  
	
  Fee Percentage

  	
   

  	
  20

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  37.5

  	
   

  	
  37.5

  	
   

  



 


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 1.50:1.


 


“Level II” applies on any day if, on such day, the applicable
Leverage Ratio is equal to or greater than 1.50:1 and less than 2.50:1.


 


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


 


“Level IV” applies on any day if, on such day, the applicable
Leverage Ratio is equal to or greater than 3.00:1 and less than 3.50:1.


 


“Level V” applies on any day if, on such day, the applicable
Leverage Ratio is equal to or greater than 3.50:1 and less than 4.00:1.


 


“Level IV” applies on any day if, on such day, the applicable
Leverage Ratio is 4.00:1 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.  Initially, Level V shall be the
applicable Level.


 





















 


EXHIBIT A

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


Borrowing Base Certificate

of

Monaco Coach Corporation et al.


 


As of:                       


 


 


	
  Aggregate RV A/R balance

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Ineligible RV A/R:

  	
   

  	
   

  
	
  Over 60
  days

  	
  (                 )

  	
   

  
	
  Excess
  concentration

  	
  (                 )

  	
   

  
	
  Cross-Ineligibles

  	
  (                 )

  	
   

  
	
  Affiliates

  	
  (                 )

  	
   

  
	
  International

  	
  (                 )

  	
   

  
	
  Other

  	
  (                 )

  	
   

  
	
  Eligible A/R

  	
   

  	
   

  
	
  85% of Eligible A/R

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  50% of Eligible Raw Materials

  	
   

  	
   

  
	
  Lesser of 90% of Eligible
  Finished Goods or $50,000,000

  	
   

  	
   

  
	
  Secured Chassis Accounts Payable

  	
  (                  )

  	
   

  
	
  Inventory Availability

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Borrowing Base 

  	
   

  	
   

  
	
  Outstanding Revolving Loans

  	
   

  	
  (                 )

  
	
  Outstanding Swing Loans

  	
   

  	
  (                 )

  
	
  Outstanding Letters of Credit

  	
   

  	
  (                 )

  
	
  Available Credit

  	
   

  	
   

  



 


CERTIFICATE


 


The undersigned
Chief Financial Officer of Monaco Coach Corporation hereby certifies to
Administrative Lender that:  (i) the
foregoing information is true, accurate and complete as of the close of
business on                  ,
        ; (ii) the undersigned is
familiar with Borrowers’ businesses and financial affairs and has access to all
of Borrowers’ business records material to the compilation and determination of
the information set forth above; and (iii) this Certificate is being
delivered to Administrative Lender pursuant to the Third Amended and Restated
Credit Agreement among Borrowers, U.S. Bank, National Association as
Administrative Lender, and the lenders named therein for the purpose of
inducing Lenders to extend credit to Borrowers.


 


DATED:           ,         .


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Chief Financial
  Officer

  



 


1





















 


EXHIBIT B

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


Term Loans Promissory Note


 


	
  $40,000,000

  	
  November 18, 2005

  



 


FOR VALUE
RECEIVED, the undersigned, MONACO COACH CORPORATION, a Delaware corporation,
ROYALE COACH BY MONACO, INC., an Indiana corporation, MCC ACQUISITION
CORPORATION, a Delaware corporation, OUTDOOR RESORTS OF LAS VEGAS, INC., a
Nevada corporation, OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB, INC., a California
corporation, and OUTDOOR RESORTS OF NAPLES, INC., a Florida corporation,
R-VISION, INC., an Indiana corporation, R-VISION MOTORIZED LLC, an Indiana
limited liability company, BISON MANUFACTURING, LLC, an Indiana limited liability
company, and ROADMASTER LLC, an Indiana limited liability company, (each
individually referred to as “Borrower” and all collectively referred to as “Borrowers”)
hereby jointly and severally promise to pay to the order of U.S. BANK NATIONAL
ASSOCIATION as Administrative Lender for the ratable benefit of the Lenders (“Administrative
Lender”) in the manner and at the times provided in that certain Third Amended
and Restated Credit Agreement among Borrowers, U.S. Bank National Association
(as Administrative Lender) and the lenders named therein dated as of November 18,
2005, (as amended, modified or supplemented from time to time, the “Credit
Agreement”), the principal sum of Forty Million Dollars ($40,000,000).


 


This promissory
note is one of the promissory notes referred to in, and subject to the terms
of, the Credit Agreement.  Capitalized
terms used herein shall have the respective meanings assigned to them in the
Credit Agreement.


 


Borrower further
promises to pay interest on the outstanding principal balance hereof at the
interest rates, and payable on the dates, set forth in the Credit
Agreement.  All payments of principal and
interest hereunder shall be made to Administrative Lender in lawful money of
the United States and in same day or immediately available funds.


 


Administrative
Lender is authorized but not required to record the date and amount of each
payment of principal and interest hereunder, and the resulting unpaid principal
balance hereof, in Administrative Lender’s internal records, and any such
recordation shall be prima facie evidence of the accuracy of the information so
recorded; provided however, that Administrative Lender’s failure to so record
such amounts shall not limit or otherwise affect Borrower’s obligations
hereunder and under the Credit Agreement to repay the principal hereof and
interest hereon.


 


Borrowers shall
pay all costs of collection, including reasonable attorneys’ fees (whether
incurred at the trial or appellate level, in an arbitration or administrative
proceeding, in bankruptcy (including, without limitation, any adversary
proceeding, contested matter or


 


1





















 


motion) or
otherwise).  No delay or failure on the
part of Administrative Lender to exercise any of its rights hereunder shall be
deemed a waiver of such rights or any other right of Administrative Lender nor
shall any delay, omission or waiver on any one occasion be deemed a bar to or
waiver of such rights or any other right on any future occasion.  Borrowers and every surety, indorser and
guarantor of this Note waive presentment, demand, protest, notice of intention
to accelerate, notice of acceleration, notice of nonpayment and all other
notices of every kind, and agree that their liability under this Note shall not
be affected by any renewal, postponement or extension in the time of payment
hereof, by any indulgence granted by any holder hereof with respect hereto, or
by any release or change in any security for the payment of this Note, and they
hereby consent to any and all renewals, extensions, indulgences, releases or
changes, regardless of the number of such renewals, extensions, indulgences,
releases or changes.


 


The Credit
Agreement provides, among other things, for acceleration (which in certain
cases shall be automatic) of the maturity hereof upon the occurrence of certain
stated events, in each case without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by Borrowers.


 


Borrowers’
obligations evidenced by this promissory note are secured by the collateral
described in the Loan Documents.  The
Loan Documents describe the rights of Administrative Lender with respect to the
collateral.


 


In the event of
any conflict between the terms of this promissory note and the terms of the
Credit Agreement, the terms of the Credit Agreement shall control.


 


This promissory
note shall be governed by and construed in accordance with the laws of the
State of Oregon, without regard to the conflicts of laws provisions thereof.


 


UNDER
OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY ANY LENDER OR
ADMINISTRATIVE LENDER 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
SUCH LENDER OR ADMINISTRATIVE LENDER TO BE ENFORCEABLE.


 


2





















 


	
  MONACO COACH
  CORPORATION

  	
   

  	
  ROYALE COACH BY MONACO,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OUTDOOR RESORTS
  MOTORCOACH COUNTRY CLUB, INC.

  	
   

  	
  MCC ACQUISITION
  CORPORATION

   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OUTDOOR RESORTS OF
  NAPLES, INC.

  	
   

  	
  OUTDOOR RESORTS OF LAS
  VEGAS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  R-VISION HOLDINGS LLC

  	
   

  	
  R-VISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  R-VISION MOTORIZED LLC

  By: R-Vision, Inc., its sole member

  	
   

  	
  BISON MANUFACTURING, LLC

  By: R-Vision, Inc., its sole member 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ROADMASTER LLC

  By: R-Vision, Inc., its sole member

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
							



 


3





















 


Revolving Loans Promissory Note


 


	
  $90,000,000

  	
  November 18, 2005

  



 


FOR VALUE
RECEIVED, the undersigned, MONACO COACH CORPORATION, a Delaware corporation,
ROYALE COACH BY MONACO, INC., an Indiana corporation, MCC ACQUISITION
CORPORATION, a Delaware corporation, OUTDOOR RESORTS OF LAS VEGAS, INC., a
Nevada corporation, OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB, INC., a California
corporation, and OUTDOOR RESORTS OF NAPLES, INC., a Florida corporation,
R-VISION, INC., an Indiana corporation, R-VISION MOTORIZED LLC, an Indiana limited
liability company, BISON MANUFACTURING, LLC, an Indiana limited liability
company, and ROADMASTER LLC, an Indiana limited liability company, (each
individually referred to as “Borrower” and all collectively referred to as “Borrowers”)
hereby jointly and severally promise to pay to the order of U.S. BANK NATIONAL
ASSOCIATION as Administrative Lender for the ratable benefit of the Lenders (“Administrative
Lender”) on the Revolver Maturity Date, or at such earlier time as is provided
in that certain Third Amended and Restated Credit Agreement among Borrowers,
U.S. Bank National Association (as Administrative Lender) and the lenders named
therein dated as of November 18, 2005, (as amended, modified or
supplemented from time to time, the “Credit Agreement”), the principal sum of Ninety
Million Dollars ($90,000,000), or such lesser amount as shall equal the
aggregate outstanding principal balance of all Revolving Loans made by Lenders
to Borrowers pursuant to the Credit Agreement.


 


This promissory
note is one of the promissory notes referred to in, and subject to the terms
of, the Credit Agreement.  Capitalized
terms used herein shall have the respective meanings assigned to them in the
Credit Agreement.


 


Borrower further
promises to pay interest on the outstanding principal balance hereof at the
interest rates, and payable on the dates, set forth in the Credit
Agreement.  All payments of principal and
interest hereunder shall be made to Administrative Lender in lawful money of
the United States and in same day or immediately available funds.


 


Administrative
Lender is authorized but not required to record the date and amount of each
advance made hereunder, the date and amount of each payment of principal and
interest hereunder, and the resulting unpaid principal balance hereof, in
Administrative Lender’s internal records, and any such recordation shall be
prima facie evidence of the accuracy of the information so recorded; provided
however, that Administrative Lender’s failure to so record such amounts shall
not limit or otherwise affect Borrower’s obligations hereunder and under the
Credit Agreement to repay the principal hereof and interest hereon.


 


Borrowers shall
pay all costs of collection, including reasonable attorneys’ fees (whether
incurred at the trial or appellate level, in an arbitration or administrative
proceeding,


 


1





















 


in bankruptcy (including,
without limitation, any adversary proceeding, contested matter or motion) or
otherwise).  No delay or failure on the
part of Administrative Lender to exercise any of its rights hereunder shall be
deemed a waiver of such rights or any other right of Administrative Lender nor
shall any delay, omission or waiver on any one occasion be deemed a bar to or
waiver of such rights or any other right on any future occasion.  Borrowers and every surety, indorser and
guarantor of this Note waive presentment, demand, protest, notice of intention
to accelerate, notice of acceleration, notice of nonpayment and all other notices
of every kind, and agree that their liability under this Note shall not be
affected by any renewal, postponement or extension in the time of payment
hereof, by any indulgence granted by any holder hereof with respect hereto, or
by any release or change in any security for the payment of this Note, and they
hereby consent to any and all renewals, extensions, indulgences, releases or
changes, regardless of the number of such renewals, extensions, indulgences,
releases or changes.


 


The Credit
Agreement provides, among other things, for acceleration (which in certain
cases shall be automatic) of the maturity hereof upon the occurrence of certain
stated events, in each case without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by Borrowers.


 


Borrowers’
obligations evidenced by this promissory note are secured by the collateral
described in the Loan Documents.  The
Loan Documents describe the rights of Administrative Lender with respect to the
collateral.


 


In the event of
any conflict between the terms of this promissory note and the terms of the
Credit Agreement, the terms of the Credit Agreement shall control.


 


This promissory
note shall be governed by and construed in accordance with the laws of the
State of Oregon, without regard to the conflicts of laws provisions thereof.


 


UNDER
OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY ANY LENDER OR
ADMINISTRATIVE LENDER 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
SUCH LENDER OR ADMINISTRATIVE LENDER TO BE ENFORCEABLE.


 


2





















 


	
  MONACO COACH CORPORATION

  	
   

  	
  ROYALE COACH BY MONACO,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OUTDOOR RESORTS
  MOTORCOACH COUNTRY CLUB, INC.

  	
   

  	
  MCC ACQUISITION
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OUTDOOR RESORTS OF
  NAPLES, INC.

  	
   

  	
  OUTDOOR RESORTS OF LAS
  VEGAS,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  R-VISION HOLDINGS LLC

  	
   

  	
  R-VISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  R-VISION MOTORIZED LLC

  By: R-Vision, Inc., its sole member

  	
   

  	
  BISON MANUFACTURING, LLC

  By: R-Vision, Inc., its sole member 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ROADMASTER LLC

  By: R-Vision, Inc., its sole member

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
							



 


3





















 


Swing Loans Promissory Note


 


	
  $15,000,000

  	
  November 18, 2005

  



 


FOR VALUE RECEIVED,
the undersigned, MONACO COACH CORPORATION, a Delaware corporation, ROYALE COACH
BY MONACO, INC., an Indiana corporation, MCC ACQUISITION CORPORATION, a
Delaware corporation, OUTDOOR RESORTS OF LAS VEGAS, INC., a Nevada corporation,
OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB, INC., a California corporation, and
OUTDOOR RESORTS OF NAPLES, INC., a Florida corporation, R-VISION, INC., an
Indiana corporation, R-VISION MOTORIZED LLC, an Indiana limited liability
company, BISON MANUFACTURING, LLC, an Indiana limited liability company, and
ROADMASTER LLC, an Indiana limited liability company, (each individually
referred to as “Borrower” and all collectively referred to as “Borrowers”)
hereby jointly and severally promise to pay to the order of U.S. BANK NATIONAL
ASSOCIATION (“Lender”) on the Revolver Maturity Date, or at such earlier time
as is provided in that certain Third Amended and Restated Credit Agreement
among Borrowers, U.S. Bank National Association (as Administrative Lender and
as Swingline Lender) and the lenders named therein dated as of November 18,
2005, (as amended, modified or supplemented from time to time, the “Credit
Agreement”), the principal sum of Fifteen Million Dollars ($15,000,000), or
such lesser amount as shall equal the aggregate outstanding principal balance
of all Swing Loans made by Lender to Borrowers pursuant to the Credit
Agreement.


 


This promissory
note is one of the promissory notes referred to in, and subject to the terms
of, the Credit Agreement.  Capitalized
terms used herein shall have the respective meanings assigned to them in the
Credit Agreement.


 


Borrower further
promises to pay interest on the outstanding principal balance hereof at the
interest rates, and payable on the dates, set forth in the Credit
Agreement.  All payments of principal and
interest hereunder shall be made to Administrative Lender in lawful money of
the United States and in same day or immediately available funds.


 


Lender is
authorized but not required to record the date and amount of each advance made
hereunder, the date and amount of each payment of principal and interest
hereunder, and the resulting unpaid principal balance hereof, in Lender’s
internal records, and any such recordation shall be prima facie evidence of the
accuracy of the information so recorded; provided however, that Lender’s
failure to so record such amounts shall not limit or otherwise affect Borrower’s
obligations hereunder and under the Credit Agreement to repay the principal
hereof and interest hereon.


 


Borrowers shall
pay all costs of collection, including reasonable attorneys’ fees (whether
incurred at the trial or appellate level, in an arbitration or administrative
proceeding,


 


1





















 


in bankruptcy (including,
without limitation, any adversary proceeding, contested matter or motion) or
otherwise).  No delay or failure on the
part of Lender to exercise any of its rights hereunder shall be deemed a waiver
of such rights or any other right of Lender nor shall any delay, omission or
waiver on any one occasion be deemed a bar to or waiver of such rights or any
other right on any future occasion. 
Borrowers and every surety, indorser and guarantor of this Note waive
presentment, demand, protest, notice of intention to accelerate, notice of
acceleration, notice of nonpayment and all other notices of every kind, and
agree that their liability under this Note shall not be affected by any
renewal, postponement or extension in the time of payment hereof, by any
indulgence granted by any holder hereof with respect hereto, or by any release
or change in any security for the payment of this Note, and they hereby consent
to any and all renewals, extensions, indulgences, releases or changes,
regardless of the number of such renewals, extensions, indulgences, releases or
changes.


 


The Credit
Agreement provides, among other things, for acceleration (which in certain
cases shall be automatic) of the maturity hereof upon the occurrence of certain
stated events, in each case without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by Borrowers.


 


Borrowers’
obligations evidenced by this promissory note are secured by the collateral
described in the Loan Documents.  The Loan
Documents describe the rights of Administrative Lender, Lender and any other
holder hereof with respect to the collateral.


 


In the event of
any conflict between the terms of this promissory note and the terms of the
Credit Agreement, the terms of the Credit Agreement shall control.


 


This promissory
note shall be governed by and construed in accordance with the laws of the
State of Oregon, without regard to the conflicts of laws provisions thereof.


 


UNDER
OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDER 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.


 


2





















 


	
  MONACO COACH
  CORPORATION

  	
   

  	
  ROYALE COACH BY MONACO,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OUTDOOR RESORTS
  MOTORCOACH COUNTRY CLUB, INC.

  	
   

  	
  MCC ACQUISITION
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OUTDOOR RESORTS OF
  NAPLES, INC.

  	
   

  	
  OUTDOOR RESORTS OF LAS
  VEGAS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  R-VISION HOLDINGS LLC

  	
   

  	
  R-VISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  R-VISION MOTORIZED LLC

  By: R-Vision, Inc., its sole member

  	
   

  	
  BISON MANUFACTURING, LLC

  By: R-Vision, Inc., its sole member 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ROADMASTER LLC

  By: R-Vision, Inc., its sole member

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
							



 


3





















 


EXHIBIT C

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


Notice of Authorized
Representatives


 


U.S. Bank National
Association

Oregon Commercial Banking

PD-OR-T4BD

111 SW Fifth Ave., Suite 400

Portland, OR  97204

Attn: Brett R. German


 


Reference is made
to that certain Third Amended and Restated Credit Agreement among Monaco Coach
Corporation, Royale Coach By Monaco, Inc., MCC Acquisition Corporation, Outdoor
Resorts of Naples, Inc., Outdoor Resorts of Las Vegas, Inc.,
Outdoor Resorts Motorcoach Country Club, Inc., R-Vision, Inc.,
R-Vision Motorized LLC, Bison Manufacturing, LLC and Roadmaster LLC (each
individually referred to as a “Borrower” and all collectively referred to as “Borrowers”),
U.S. Bank National Association (as Administrative Lender) and the lenders named
therein dated as of November 18, 2005, (as amended, modified or
supplemented from time to time, the “Credit Agreement”).  Capitalized terms used herein shall have the
respective meanings assigned to them in the Credit Agreement.


 


Borrowers’ Agent
hereby represents to Administrative Lender that the following persons are the
Authorized Representatives, as defined in the Credit Agreement, and that the
signatures opposite their names are their true signatures:


 


	
  Name and Office

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Administrative
Lender is authorized to rely on this Notice of Authorized Representatives until
such time, if any, as Borrowers’ Agent has delivered to Administrative


 


1





















 


Lender, and
Administrative Lender has received, a duly executed Notice of Authorized
Representatives in substitution hereof. 
This Notice of Authorized Representatives cancels and supersedes any
Notice of Authorized Representatives at any time prior to the date hereof
delivered by Borrowers’ Agent to Administrative Lender.


 


IN WITNESS
WHEREOF, Borrowers’ Agent hereby confirms that it has caused this Notice of
Authorized Representatives to be duly executed as of                        .


 


 


	
   

  	
  MONACO COACH CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


2





















 


EXHIBIT D

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


Notice of
Borrowing


 


U.S. Bank National
Association

Agency Services Group

1420 Fifth Ave., 9th Floor

P.O. Box 720

Seattle, WA.  98111-0720

Attn:  Young Hahn

Fax:  (206) 587-7022


 


Reference is made
to that certain Third Amended and Restated Credit Agreement among Monaco Coach
Corporation, Royale Coach By Monaco, Inc., MCC Acquisition Corporation, Outdoor
Resorts of Naples, Inc., Outdoor Resorts of Las Vegas, Inc.,
Outdoor Resorts Motorcoach Country Club, Inc., R-Vision, Inc.,
R-Vision Motorized LLC, Bison Manufacturing, LLC and Roadmaster LLC (each
individually referred to as a “Borrower” and all collectively referred to as “Borrowers”),
U.S. Bank National Association (as Administrative Lender) and the lenders named
therein dated as of November 18, 2005, (as amended, modified or
supplemented from time to time, the “Credit Agreement”).  Capitalized terms used herein shall have the
respective meanings assigned to them in the Credit Agreement.


 


1.             Pursuant
to Section 3.1 of the Credit Agreement, Borrowers’ Agent, on behalf of
Borrowers, hereby requests Revolving Loans upon the following terms:


 


(a)           The
aggregate principal amount is to be $                 .


 


(b)           The
date of borrowing is to be                  .


 


(c)           $                 
of the Loans are to be Prime Rate Loans, and $                 
of the Loans are to be LIBOR Loans with a Fixed Rate Term of                            months.


 


2.             Borrowers’
Agent, on behalf of Borrowers, hereby certifies to Administrative Lender and
Lenders that, on the date of this Notice of Borrowing and after giving effect
to the requested disbursement (including the use of the proceeds thereof):


 


(a)           Borrowers’
representations and warranties in the Loan Documents are correct in all
material respects as if made on the date hereof;


 


1





















 


(b)           no
Default is continuing or would result from the requested Loans being made; and


 


(c)           no
event or circumstance exists that can reasonably be expected to have a Material
Adverse Effect.


 


The party signing
below on behalf of Borrowers’ Agent is an Authorized Representative and has
caused this Notice of Borrowing to be duly executed on behalf of Borrowers as
of                      .


 


 


	
   

  	
  MONACO COACH CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


2





















 


EXHIBIT E


 


Notice of
Conversion or Continuation


 


U.S. Bank National
Association

Agency Services Group

1420 Fifth Ave., 9th Floor

P.O. Box 720

Seattle, WA.  98111-0720

Attn:  Young Hahn

Fax:  (206) 587-7022


 


Reference is made
to that certain Third Amended and Restated Credit Agreement among Monaco Coach
Corporation, Royale Coach By Monaco, Inc., MCC Acquisition Corporation, Outdoor
Resorts of Naples, Inc., Outdoor Resorts of Las Vegas, Inc.,
Outdoor Resorts Motorcoach Country Club, Inc., R-Vision, Inc.,
R-Vision Motorized LLC, Bison Manufacturing, LLC and Roadmaster LLC (each
individually referred to as a “Borrower” and all collectively referred to as “Borrowers”),
U.S. Bank National Association (as Administrative Lender) and the lenders named
therein dated as of November 18, 2005, (as amended, modified or
supplemented from time to time, the “Credit Agreement”).  Capitalized terms used herein shall have the
respective meanings assigned to them in the Credit Agreement.


 


1.             Pursuant
to Section 3.6 of the Credit Agreement, Borrowers’ Agent, on behalf of
Borrowers, hereby requests [the continuation of all or part of outstanding
LIBOR Loans with Fixed Rate Terms ending on                         ]
[the conversion of all or part of its outstanding Prime Rate Loans], as
follows:


 


(a)           The
Loans to which this Notice applies are $                   of
Revolving Loans.


 


(b)           The
effective date of continuation and/or conversion is to be                    .


 


(c)           The
aggregate amount of [said outstanding LIBOR Loans that are Revolving Loans to
be continued as] [said outstanding Prime Rate Loans that are Revolving Loans to
be converted to] LIBOR Loans, and each requested Fixed Rate Term, are:


 


1





















 


	
  Amount

  	
   

  	
  Fixed Rate Term

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
  months

  	
   

  
	
  $

  	
   

  	
  months

  	
   

  



 


(d)           The
aggregate amount of said outstanding LIBOR Loans that are Revolving Loans to be
continued as Prime Rate Loans is $                   .


 


2.             Borrowers’
Agent, on behalf of Borrowers, hereby certifies to Administrative Lender and
Lenders that, on the date of this Notice of Conversion or Continuation, no
Default has occurred and is continuing.


 


The party signing
below on behalf of Borrowers’ Agent is an Authorized Representative and has
caused this Notice of Conversion or Continuation to be duly executed on behalf
of Borrowers as of                         .


 


 


	
   

  	
  MONACO COACH CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


2





















 


EXHIBIT F

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


Certificate of
Chief Financial Officer


 


U.S. Bank National
Association

Oregon Commercial Banking

PD-OR-T4BD

111 SW Fifth Ave., Suite 400

Portland, OR  97204

Attn: Brett R. German


 


and each Lender


 


This certificate
is furnished pursuant to Section 8.3 of that certain Third Amended and
Restated Credit Agreement among Monaco Coach Corporation, Royale Coach By
Monaco, Inc., MCC Acquisition Corporation, Outdoor Resorts of Naples, Inc.,
Outdoor Resorts of Las Vegas, Inc, Outdoor Resorts Motorcoach Country Club, Inc.,
R-Vision, Inc., R-Vision Motorized LLC, Bison Manufacturing, LLC and
Roadmaster LLC (each individually referred to as a “Borrower” and all
collectively referred to as “Borrowers”), U.S. Bank National Association (as
Administrative Lender) and the lenders named therein dated as of November 18,
2005, (as amended, modified or supplemented from time to time, the “Credit
Agreement”).  Capitalized terms used
herein shall have the respective meanings assigned to them in the Credit
Agreement.


 


The undersigned
hereby certifies that:


 


(1)           the
financial statements of Borrowers attached hereto for the [quarter] [year]
ending                              ,
            were
prepared in accordance with GAAP and fairly present in all material respects
Borrowers’ balance sheet as of the end of such [quarter] [year] and income and
cash flow for such [quarter] [year] and year-to-date (subject to normal year
end adjustments and without notes);


 


(2)           [no
Default existed at any time during such [quarter] [year]] [no Default existed
at any time during such [quarter] [year] except for the events described below
and a detailed statement of the action which Borrowers [have taken] [propose to
take] with respect to each such event is set forth the description of such
event below]; and


 


(3)           the
calculation demonstrating Borrowers’ compliance with the covenants set forth in
Article X is attached hereto.


 


Dated:                     ,
        .


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Chief Financial Officer

  



 


1





















 


EXHIBIT G

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


Joinder Agreement


 


 


JOINDER AGREEMENT


 


Reference is made
to that certain Third Amended and Restated Credit Agreement by and among Monaco
Coach Corporation, Royale Coach By Monaco, Inc., MCC Acquisition
Corporation, Outdoor Resorts Of Las Vegas, Inc., Outdoor Resorts
Motorcoach Country Club, Inc., and Outdoor Resorts Of Naples, Inc. as
borrowers, each of the financial institutions signatory thereto as a lender,
U.S. Bank National Association, as the administrator for the lenders and Bank
of America, N.A. as syndication agent dated as of even date herewith (the “Credit
Agreement”).  Capitalized terms used
herein shall have the respective meanings assigned to them in the Credit
Agreement.


 


For good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of the undersigned hereby becomes a party to the Credit
Agreement as a Borrower with the same force and effect as if it had been an
original signatory to the Credit Agreement.


 


This Joinder
Agreement shall be governed by and construed in accordance with the laws of the
State of Oregon, without regard to the conflicts of laws provisions thereof.


 


IN WITNESS
WHEREOF, this Joinder Agreement has been duly executed as of November 18,
2005.


 


 


	
  R-VISION, INC.

  	
   

  	
  R-VISION MOTORIZED LLC

  By: R-Vision, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BISON MANUFACTURING, LLC

  By: R-Vision, Inc., its sole member

  	
   

  	
  ROADMASTER LLC

  By: R-Vision, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


1





















 


EXHIBIT H

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


 


Assignment and
Assumption Agreement


 


THIS ASSIGNMENT
AND ASSUMPTION AGREEMENT (“Agreement”) is entered into as of                   ,
between                                                                                
(“Assignor”) and                                   
(“Assignee”).


 


WHEREAS, Assignor
is a Lender under that certain Third Amended and Restated Credit Agreement
among Monaco Coach Corporation, Royale Coach By Monaco, Inc., MCC
Acquisition Corporation, Outdoor Resorts of Naples, Inc., Outdoor Resorts
of Las Vegas, Inc., Outdoor Resorts Motorcoach Country Club, Inc.,
R-Vision, Inc., R-Vision Motorized LLC, Bison Manufacturing, LLC and
Roadmaster LLC (each individually referred to as “Borrower” and all
collectively referred to as “Borrowers”), U.S. Bank National Association (as
Administrative Lender) and the lenders named therein dated as of November 18,
2005, (as amended, modified or supplemented from time to time, the “Credit
Agreement”).  Capitalized terms used but
not defined in this Agreement shall have the meanings set forth in the Credit
Agreement.


 


WHEREAS, it is the
intention of Assignor and Assignee that (a) Assignor assign to Assignee
[all] [a portion] of Assignor’s rights and obligations under the Credit
Agreement, (b) Assignee assume all such assignment obligations of
Assignor, and (c) Assignor be released from such assigned obligations.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:


 


1.             Assignment.  Effective on the
Assignment Effective Date (as defined in Section 3 hereof), Assignor,
without recourse and without representation or warranty (except as expressly
provided in Section 6 hereof), hereby assigns to Assignee the Assigned
Rights and Obligations (as defined below).


 


[The “Assigned
Rights and Obligations” means all of Assignor’s rights and obligations under
the Credit Agreement on the Assignment Effective Date.]


 


[The “Assigned
Rights and Obligations” means:  [a $                  
portion] [                  %]
of Assignor’s share of the Loans, Letter of Credit Obligations and Total
Commitments on the Assignment Effective Date; and all of Assignor’s other
rights and obligations under the Credit Agreement that are attributable to such
share.]


 


1





















 


2.             Assumption.  Effective on the
Assignment Effective Date, Assignee hereby accepts the foregoing assignment of,
and hereby assumes from Assignor all of, the Assigned Rights and Obligations.


 


3.             Effectiveness.  This Agreement shall
become effective on such date as shall be selected by Assignor (the “Assignment
Effective Date”), which date shall be on or as soon as practicable after the
execution and delivery of counterparts of this Agreement by Assignor, Assignee,
Administrative Lender and Borrowers’ Agent on behalf of Borrowers.  Assignor shall promptly notify Assignee,
Administrative Lender and Borrowers’ Agent in writing of the Assignment
Effective Date.


 


4.             Payments
on Assignment Effective Date.  In
consideration of the assignment by Assignor to, and the assumption by Assignee
of, the Assigned Rights and Obligations, on the Assignment Effective Date:  (a) Assignee shall pay to Assignor the
principal amount of all Loans made by Assignor pursuant to the Credit Agreement
that are attributable to the Assigned Rights and Obligations and outstanding on
the Assignment Effective Date; (b) each of Assignor and Assignee shall pay
to the other such amounts (if any) as are specified in any written agreement or
exchange of letters between them; and (c) Assignee shall pay to
Administrative Lender an assignment processing and recordation fee of $              .


 


5.             Allocation
and Payment of Interest and Fees.


 


(a)           Administrative
Lender shall pay to Assignee all interest, commitment fees and other amounts
not constituting principal that are paid by or on behalf of Borrowers pursuant
to the Loan Documents and are attributable to the Assigned Rights and Obligations
(“Borrower Amounts”) which accrue on and after the Assignment Effective
Date.  If Assignor receives or collects
any such Borrower Amounts, Assignor shall promptly pay them to Assignee.


 


(b)           Administrative
Lender shall pay to Assignor all Borrower Amounts that accrue before the
Assignment Effective Date.  If Assignee
receives or collects any such Borrower Amounts, Assignee shall promptly pay
them to Assignor.


 


6.             Representations
and Warranties.


 


(a)           Each
of Assignor and Assignee represents and warrants to the other party as follows:


 


(i)            it
has full power and authority, and has taken all action necessary, to execute
and deliver this Agreement and to fulfill its obligations under, and to
consummate the transactions contemplated by, this Agreement;


 


(ii)           the
making and performance of this Agreement and all documents required to be
executed and delivered by it pursuant hereto do not and will not violate any
law or regulation applicable to it;


 


2





















 


(iii)          this
Agreement has been duly executed and delivered by, and constitutes a legal,
valid and binding obligation of, it, enforceable in accordance with its terms;
and


 


(iv)          all
approvals, authorizations or other actions by, or filings with, any
governmental authority necessary for the validity or enforceability of its
obligations under this Agreement have been made or obtained.


 


(b)           Assignor
represents and warrants to Assignee that Assignor owns the Assigned Rights and
Obligations, free and clear of all liens or other encumbrances.


 


(c)           Assignee
represents and warrants to Assignor as follows:


 


(i)            Assignee
has made and shall continue to make its own independent investigation of the
financial condition, affairs and creditworthiness of Borrowers, and the value
of any Collateral now or hereafter securing any of the obligations,
indebtedness, liabilities or undertakings under the Loan Documents, in
connection with Assignee’s assumption of the Assigned Rights and Obligations;
and


 


(ii)           Assignee
has received a copy of the Loan Documents and such other documents, financial
statements and information as Assignee deems appropriate to make its own credit
analysis and decision to enter into this Agreement.


 


7.             No
Assignor Responsibility.  Assignor
makes no representation or warranty and assumes no responsibility to Assignee
for:


 


(a)           the
execution by any party other than Assignor, or the effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of the Loan Documents;


 


(b)           any
representations, warranties, recitals or statements made in the Loan Documents
or in any financial statement or other statement, instrument, report,
certificate or any other document made or furnished or made available by or on
behalf of Borrowers to Assignor or Assignee in connection with the Loan
Documents and the transactions contemplated thereby;


 


(c)           the
performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained in any of the Loan Documents or the existence
or possible existence of any default or event of default under the Loan
Documents; or


 


(d)           the
accuracy or completeness of any information provided to Assignee, whether by
Assignor or by or on behalf of Borrowers.


 


Assignor shall have no
initial or continuing duty or responsibility to make any investigation of the
financial condition, affairs or creditworthiness of Borrowers, or the value of
any


 


3





















 


Collateral, in connection
with the assignment of the Assigned Rights and Obligations hereunder, or to
provide Assignee with any credit or other information with respect thereto,
whether coming into Assignor’s possession before the date hereof or at any time
or times thereafter.


 


8.             Assignee
Bound By Credit Agreement.  Effective
on the Assignment Effective Date, Assignee: 
(a) shall be deemed to be a party to and “Lender” under the Credit
Agreement; (b) agrees to be bound by the Credit Agreement to the same
extent as it would have been if it had been an original Lender party thereto;
and (c) agrees to perform in accordance with their respective terms all
obligations which are required under the Loan Documents to be performed by it
as a Lender.  Assignee appoints and
authorizes Administrative Lender to take such actions as Administrative Lender
on Assignee’s behalf and to exercise such powers under the Loan Documents as
are delegated to Administrative Lender by the terms thereof, together with such
powers as are reasonably incidental thereto.


 


9.             Assignor
Released From Credit Agreement. 
Effective on the Assignment Effective Date, Assignor shall be released
from the Assigned Rights and Obligations; provided, however, that Assignor
shall retain all of its rights to indemnification under the Loan Documents for
any events, acts or omissions occurring before the Assignment Effective Date.


 


[10.          Foreign
Withholding.


 


(a)           Assignee
represents and warrants to Administrative Lender, Borrowers and Assignor that,
under applicable law and treaties, Assignee is entitled to receive all payments
under the Loan Documents and this Agreement payable to it, without deduction or
withholding of any taxes imposed by the United States or any political
subdivision thereof.


 


(b)           On
or before the Assignment Effective Date, Assignee shall deliver to each of
Borrowers’ Agent and Administrative Lender two executed copies of valid and
properly completed:  (i) United
States Internal Revenue Service Form 1001 or 4224 certifying that Assignee
is entitled to receive payments under the Credit Agreement and the Loan
Documents payable to it, without deduction or withholding of any United States
federal income taxes; or (ii) Internal Revenue Service Form W-8 or W-9
establishing an exemption from United States backup withholding tax.  If any such form is found to be incomplete or
incorrect, or must be replaced (on the same or a successor form) in order to
maintain its effectiveness, Assignee shall execute and deliver to each of
Borrowers’ Agent and Administrative Lender two executed copies of a valid,
complete and correct replacement form.]


 


[11.]        General.


 


(a)           This
Agreement constitutes the entire understanding of the parties with respect to
the subject matter hereof and supersedes all prior and current understandings
and


 


4





















 


agreements, whether
written or oral (other than with respect to any fees payable as provided in Section 4
hereof).


 


(b)           No
term or provision of this Agreement may be amended, waived or terminated
orally, but only by an instrument signed by the parties hereto.


 


(c)           This
Agreement may be executed in one or more counterparts.  Each set of executed counterparts shall be an
original.  Executed counterparts may be
delivered by facsimile transmission.


 


(d)           Assignor
may at any time and from time to time grant to others pursuant to the Loan
Documents assignments of or participations in all or part of Assignor’s share
of the Loans, Letter of Credit Obligations and Total Commitments, but not with
respect to the Assigned Rights and Obligations.


 


(e)           This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 
Neither Assignor nor Assignee may assign or transfer any of its rights
or obligations under this Agreement without the prior written consent of the
other.  The preceding sentence shall not
limit the right of Assignee to grant to others assignments of or participations
in all or part of the Assigned Rights and Obligations to the extent permitted
by the terms of the Loan Documents.


 


(f)            All
payments to Assignor or Assignee hereunder shall, unless otherwise specified by
the party entitled thereto, be made in United States Dollars, in immediately
available funds, and to the address or account specified on the signature pages of
this Agreement.  The address of Assignee
for notice purposes under the Credit Agreement shall be as specified on the
signature pages of this Agreement.


 


(g)           If
any provision of this Agreement is held invalid, illegal or unenforceable, the
remaining provisions hereof will not be affected or impaired in any way.


 


(h)           Each
party shall bear its own expenses in connection with the preparation and
execution of this Agreement.


 


(i)            This
Agreement shall be governed by and construed in accordance with the laws of the
State of Oregon.


 


5





















 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Assignor’s Notice Instructions:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attn:

  	
   

  
	
   

  	
  Ref:

  	
   

  
	
   

  	
  Telephone:

  	
  (

  	
  )

  	
   

  
	
   

  	
  Facsimile:

  	
  (

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Assignor’s Payment Instructions:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ABA No.

  	
   

  
	
   

  	
  Account No.

  	
   

  
	
   

  	
  Attn:

  	
   

  
	
   

  	
  Ref:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
														



 


6





















 


	
   

  	
  Assignee’s Notice Instructions:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attn:

  	
   

  
	
   

  	
  Ref:

  	
   

  
	
   

  	
  Telephone:

  	
  (

  	
  )

  	
   

  
	
   

  	
  Facsimile:

  	
  (

  	
  )

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Assignee’s Payment Instructions:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ABA No.

  	
   

  
	
   

  	
  Account No.

  	
   

  
	
   

  	
  Attn:

  	
   

  
	
   

  	
  Ref:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACKNOWLEDGED AND AGREED:

  
	
   

  	
   

  
	
   

  	
  ADMINISTRATIVE LENDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
													



 


7