Exhibit 10.1
WAIVER AGREEMENT
THIS WAIVER AGREEMENT is entered
into as of July 29, 2008 by and among MONACO COACH
CORPORATION, a Delaware corporation, SIGNATURE MOTORCOACH RESORTS,
INC., a Delaware corporation formerly known as MCC Acquisition
Corporation, OUTDOOR RESORTS OF LAS VEGAS, INC., a Nevada
corporation, OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB, INC., a
California corporation, NAPLES MOTORCOACH RESORT, INC., a Florida
corporation formerly known as Outdoor Resorts of Naples, Inc.,
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, LA QUINTA MOTORCOACH RESORT, INC., a
California corporation, PORT OF THE ISLES MOTORCOACH RESORT, INC.,
a Florida corporation, and SIGNATURE RESORTS OF MICHIGAN, INC., a
Michigan corporation, (each of the foregoing parties individually
referred to as “Borrower” and all collectively referred
to as “Borrowers”), each of the Lenders signatory
hereto and U.S. BANK NATIONAL ASSOCIATION, as the Administrative
Lender.
WHEREAS, Borrowers, Lenders and
Administrative Lender are parties to that certain Third Amended and
Restated Credit Agreement dated November 18, 2005 (as
previously amended, the “Credit Agreement”);
WHEREAS Borrowers failed to comply
with the requirements of Sections 10.1, 10.3 and 10.4 of the
Credit Agreement as of Parent’s second fiscal quarter of 2008
(collectively, the “Existing Defaults”); and
WHEREAS, the parties desire to waive
the Existing Defaults on the terms 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
but not defined herein shall have the meaning attributed to them in
the Credit Agreement.
2.
Borrowers’ Acknowledgments .
Each Borrower hereby
acknowledges and agrees as follows: (a) it is obligated
to Lenders pursuant to the Loan Documents; (b) the Loan
Documents are legal, valid and binding obligations of Borrower
enforceable in accordance with their terms; and (c) it has no
defense, offset, claim or counterclaim with respect to any of the
Loan Documents or its obligations thereunder.
3.
Waiver . The Existing Defaults are
hereby waived. This Waiver Agreement is not intended to be
and is not a waiver by any Lender of any Default other than the
Existing Defaults. Lenders’ willingness to grant the
waiver set forth above shall not be construed as a willingness by
any Lender to grant any subsequent waiver of any of
Borrowers’ obligations to any Lender. All of the
provisions of the Credit Agreement and the other Loan Documents
remain in full force and effect.
4.
GENERAL RELEASE . IN CONSIDERATION OF THE
BENEFITS PROVIDED TO EACH BORROWER UNDER THE TERMS AND PROVISIONS
HEREOF, EACH BORROWER HEREBY AGREES AS FOLLOWS (“GENERAL
RELEASE”):
(A)
EACH BORROWER, FOR ITSELF AND ON BEHALF OF ITS RESPECTIVE
SUCCESSORS AND ASSIGNS, DOES HEREBY RELEASE, ACQUIT AND FOREVER
DISCHARGE LENDERS, ALL OF LENDERS’ PREDECESSORS IN INTEREST,
AND ALL OF LENDERS’ PAST AND PRESENT OFFICERS, DIRECTORS,
ATTORNEYS, AFFILIATES, EMPLOYEES AND AGENTS, OF AND FROM ANY AND
ALL CLAIMS, DEMANDS, OBLIGATIONS, LIABILITIES, INDEBTEDNESS,
BREACHES OF CONTRACT, BREACHES OF DUTY OR OF ANY RELATIONSHIP,
ACTS, OMISSIONS, MISFEASANCE, MALFEASANCE, CAUSES OF ACTION,
DEFENSES, OFFSETS, DEBTS, SUMS OF MONEY, ACCOUNTS, COMPENSATION,
CONTRACTS, CONTROVERSIES, PROMISES, DAMAGES, COSTS, LOSSES AND
EXPENSES, OF EVERY TYPE, KIND, NATURE, DESCRIPTION OR CHARACTER,
WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, LIQUIDATED OR
UNLIQUIDATED, EACH AS THOUGH FULLY SET FORTH HEREIN AT LENGTH
(EACH, A “RELEASED CLAIM” AND COLLECTIVELY, THE
“RELEASED CLAIMS”), THAT BORROWER NOW HAS OR
MAY ACQUIRE AS OF THE DATE HEREOF (THE “RELEASE
DATE”), INCLUDING WITHOUT LIMITATION, THOSE RELEASED CLAIMS
IN ANY WAY ARISING OUT OF, CONNECTED WITH OR RELATED TO
ANY
