CREDIT AGREEMENT
among
MONACO COACH CORPORATION
ROYALE COACH BY MONACO, INC.
and
MCC ACQUISITION CORPORATION
as Borrowers
THE LENDERS NAMED HEREIN,
as Lenders
U.S. BANK NATIONAL ASSOCIATION,
as Administrative Lender,
Swingline Lender, and
L/C Bank
TOTAL COMMITMENT - $50,000,000
JANUARY
12, 2001
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
LETTER OF CREDIT FACILITY
3.4
INTEREST/FEES
3.5
INTEREST OPTIONS
3.6
OTHER PAYMENT TERMS
3.7
FUNDING
3.8
PRO RATA TREATMENT
3.9
CHANGE OF CIRCUMSTANCES
3.10
TAXES ON PAYMENTS
3.11
FUNDING LOSS INDEMNIFICATION
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
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
8.17
FUTURE SUBSIDIARIES
8.18
USE OF PROCEEDS
8.19
FURTHER ASSURANCES
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
ARTICLE X.
FINANCIAL COVENANTS
10.1
LEVERAGE RATIO
10.2
CURRENT RATIO
10.3
FIXED CHARGE COVERAGE RATIO
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 U.S. BANK
12.6
CREDIT DECISIONS
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
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