WAIVER AGREEMENTWaiver Agreement |
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BANK OF AMERICA, N.A. | BISON MANUFACTURING, LLC | FINANCE CORPORATION | ISLES MOTORCOACH RESORT, INC | LA QUINTA MOTORCOACH RESORT, INC | LAS VEGAS, INC | MCC Acquisition Corporation | MICHIGAN, INC | MONACO COACH CORPORATION | NAPLES MOTORCOACH RESORT, INC | Naples, Inc, R-VISION HOLDINGS LLC | NATIONAL CITY BANK OF INDIANA | OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB, INC | ROADMASTER LLC | R-VISION MOTORIZED LLC | R-VISION, INC | SIGNATURE MOTORCOACH RESORTS, INC | UNION BANK OF CALIFORNIA, N.A. | US BANK NATIONAL ASSOCIATION | WELLS FARGO BANK. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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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
