Exhibit 10.6.1
FIRST AMENDMENT
TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered
into as of January 4, 2007 by and among MONACO COACH CORPORATION, a Delaware
corporation ("Parent"), 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, OUTDOOR RESORTS OF NAPLES, INC., a Florida
corporation, 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, ROADMASTER LLC, an Indiana limited liability company and LA
QUINTA MOTORCOACH RESORT, INC., a California corporation ("La Quinta")(each of
the foregoing parties 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.
WHEREAS, the parties hereto, other than La Quinta, are parties to that certain
Third Amended and Restated Credit Agreement dated November 18, 2005 ("Credit
Agreement") and desire to amend the Credit Agreement in the manner set forth
below.
NOW, THEREFORE, in consideration of the mutual covenants and promises of the
parties contained herein, Borrowers, Lenders and Administrative Lender hereby
agree as follows:
1.
Definitions.
All capitalized terms used herein and not otherwise
defined herein shall have the meaning attributed to them in the Credit
Agreement.
2.
Section 1.1 of the Credit Agreement.
(a)
The following defined terms are added to Section 1.1 of the Credit
Agreement:
"Covenant EBITDA" means, (a) as of the end of a fiscal quarter before 2007,
EBITDA and (b) thereafter, Parent's consolidated net income after taxes for the
twelve months ending with such quarter adjusted as follows:
1
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;
and
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;
provided that the calculation of Covenant EBITDA as of the end of the first
three fiscal quarters of 2007 shall be computed by annualizing Parent's
financial results beginning with the first day of the first fiscal quarter of
Parent's 2007 fiscal year.
"Covenant 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) Covenant EBITDA.
(b)
The following defined terms are amended to read as follows:
"Debt Service Coverage Ratio" means, as of the