Monaco Coach Corp /De/ Sample Contracts

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LEASE
Monaco Coach Corp /De/ • May 22nd, 1997 • Motor vehicles & passenger car bodies
AGREEMENT OF LEASE
Monaco Coach Corp /De/ • May 22nd, 1997 • Motor vehicles & passenger car bodies
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 2008 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 6, 2008, by and among Monaco Coach Corporation, a Delaware corporation, with headquarters located at 91320 Industrial Way, Coburg, Oregon 97408 (the "Company"), and the undersigned warrantholders (each, a "Warrantholder", and collectively, the "Warrantholders").

MONACO COACH CORPORATION and CERTAIN OF ITS SUBSIDIARIES, as Borrowers LOAN AND SECURITY AGREEMENT Dated as of November 6, 2008 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK OF AMERICA, N.A., as Agent, Lead Arranger and Book Manager
Loan and Security Agreement • November 13th, 2008 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • California

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of November 6, 2008, among MONACO COACH CORPORATION, a Delaware corporation (“Parent”) and certain of Parent’s subsidiaries party hereto (each such subsidiary together with Parent shall be individually referred to herein as a “Borrower” and collectively as, the “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

Landlord
Monaco Coach Corp /De/ • May 22nd, 1997 • Motor vehicles & passenger car bodies
SECOND 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. and OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB, INC....
Credit Agreement • March 14th, 2005 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Oregon

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 17, 2004 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, and OUTDOOR RESORTS OF NAPLES, INC., a Florida corporation, (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.

MONACO COACH CORPORATION PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • November 8th, 2007 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Oregon

THIS PERFORMANCE SHARE AGREEMENT (the “Agreement”) is effective as of (Date) (the “Date of Grant”), between MONACO COACH CORPORATION (hereinafter called the “Company”) and (NAME) (hereinafter called the “Participant”). Unless otherwise defined herein, the terms defined in the amended and restated 1993 Stock Plan (the “Plan”) will have the same defined meanings in this Agreement.

SHAREHOLDER'S AGREEMENT
'S Agreement • July 3rd, 2001 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Oregon

THIS SHAREHOLDER'S AGREEMENT is made and entered into as of this 23 day of June 2001, among Monaco Coach Corporation, a Delaware corporation ("Parent"), Salmon Acquisition, Inc., an Oregon corporation and a wholly owned subsidiary of Parent ("Purchaser"), SMC Corporation, an Oregon corporation (the "Company"), and MATHEW M. PERLOT (the "Shareholder").

UNDERWRITING AGREEMENT
Underwriting Agreement • May 22nd, 1997 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • New York
AGREEMENT AND PLAN OF MERGER by and among MONACO COACH CORPORATION SALMON ACQUISITION, INC. and SMC CORPORATION June 23, 2001
Agreement and Plan of Merger • July 3rd, 2001 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Oregon

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of June 23, 2001, by and among Monaco Coach Corporation, a Delaware corporation ("Parent"), Salmon Acquisition, Inc., an Oregon corporation and a direct wholly owned subsidiary of Parent ("Purchaser"), and SMC Corporation, an Oregon corporation (the "Company").

June 22, 2001
Monaco Coach Corp /De/ • July 5th, 2001 • Motor vehicles & passenger car bodies

This letter (this "Amendment") amends the Retirement Agreement and Appointment as an Employee Advisor dated February 23, 2001 between you and SMC Corporation (the "Company"), a copy of which is attached hereto as Exhibit A (the "Retirement Agreement"). Capitalized terms used herein shall have the meanings set forth in the Retirement Agreement.

MONACO COACH CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit • November 8th, 2007 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Oregon

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is effective as of (Date) (the “Date of Grant”), between MONACO COACH CORPORATION (hereinafter called the “Company”) and (NAME) (hereinafter called the “Participant”). Unless otherwise defined herein, the terms defined in the amended and restated 1993 Stock Plan (the “Plan”) will have the same defined meanings in this Agreement.

June 22, 2001
Monaco Coach Corp /De/ • July 5th, 2001 • Motor vehicles & passenger car bodies

This letter (this "Amendment") amends the Retirement Agreement and Mutual Release of Claims dated February 23, 2001 between you and SMC Corporation (the "Company"), a copy of which is attached hereto as Exhibit A (the "Retirement Agreement"). Capitalized terms used herein shall have the meanings set forth in the Retirement Agreement.

MONACO COACH CORPORATION DIRECTOR OPTION AGREEMENT SUBSEQUENT GRANT
Director Option Agreement • March 16th, 2006 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies

Monaco Coach Corporation, a Delaware corporation (the “Company”), has granted to (the “Optionee”), an option to purchase a total of four thousand (4,000) shares of the Company’s Common Stock (the “Optioned Stock”), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company’s Director Stock Plan (as amended May 13, 2003) (the “Plan”) adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.

MONACO COACH CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit • May 23rd, 2006 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Oregon

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is effective as of (Date) (the “Date of Grant”), between MONACO COACH CORPORATION (hereinafter called the “Company”) and (NAME) (hereinafter called the “Participant”). Unless otherwise defined herein, the terms defined in the amended and restated 1993 Stock Plan (the “Plan”) will have the same defined meanings in this Agreement.

Third Amendment to the Amended and Restated Credit Agreement dated May 29, 2003 with U.S. Bank National Association.
Credit Agreement • August 12th, 2003 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 29, 2003, by and among MONACO COACH CORPORATION, a Delaware corporation; ROYALE COACH BY MONACO, INC., an Indiana corporation; MCC ACQUISITION CORPORATION, a Delaware corporation; OUTDOOR RESORTS OF NAPLES, INC., a Florida corporation; OUTDOOR RESORTS OF LAS VEGAS, INC., a Nevada corporation; OUTDOOR RESORTS MOTORCOACH COUNTRY CLUB, INC., a California corporation; Lenders; GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, WELLS FARGO BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Co-Documentation Agents; and U.S. BANK NATIONAL ASSOCIATION as Administrative Lender.

MONACO COACH CORPORATION DIRECTOR OPTION AGREEMENT INITIAL GRANT
Director Option Agreement • March 16th, 2006 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Delaware

Monaco Coach Corporation, a Delaware corporation (the “Company”), has granted to (the “Optionee”), an option to purchase a total of eight thousand (8,000) shares of the Company’s Common Stock (the “Optioned Stock”), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company’s Director Stock Plan (as amended May 13, 2003) (the “Plan”) adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.

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ASSET PURCHASE AGREEMENT by and among R-VISION HOLDINGS LLC,
Asset Purchase Agreement • November 23rd, 2005 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies

This Asset Purchase Agreement is entered into as of November 18, 2005 (this “Agreement”), by and among A.J.P. R.V., Inc., an Indiana corporation (“Seller”), Monaco Coach Corporation, a Delaware corporation (“Parent”), R-Vision Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Buyer”) and William L. Warrick, as representative (the “Sellers’ Representative”) of: (a) William L. Warrick, Arlen J. Paul, Dennis Bailey, William Devos, Ruth A. Hollingsworth, Shannon E. Warrick, Bradford J. Warrick, William Lewis Warrick, Jodie D. Warrick, Helen L. Krizman, Warrick LP, William L. Warrick as Trustee of the William Warrick 1998 Irrevocable Trust for the Benefit of Shannon Elizabeth Warrick, William L. Warrick as Trustee of the William Warrick 1998 Irrevocable Trust for the Benefit of William Lewis Warrick, William L. Warrick as Trustee of the William Warrick 1998 Irrevocable Trust for the Benefit of Bradford James Warrick, and William L. Warrick as Trustee

Program Agreement
Program Agreement • August 11th, 2005 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Illinois

This Program Agreement (“Agreement”) is entered into by and between Monaco Coach Corporation (“Monaco”) and GE Commercial Distribution Finance Corporation (“CDF”).

SECURITY AGREEMENT
Financing Agreement • November 13th, 2008 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • New York
WARRANTHOLDER RIGHTS AGREEMENT by and among MONACO COACH CORPORATION, KAY TOOLSON and ABLECO HOLDING LLC Dated as of November 6, 2008
Warrantholder Rights Agreement • November 13th, 2008 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • New York

WARRANTHOLDER RIGHTS AGREEMENT, dated as of November 6, 2008 (this "Agreement"), by and between MONACO COACH CORPORATION, a company incorporated under the laws of the State of Delaware (the "Company"), Kay Toolson (the "Stockholder") and Ableco Holding LLC, a company incorporated under the laws of the State of Delaware (the "Warrantholder", such definition to include any and all of its assignees and transferees). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in the Financing Agreement (as defined below).

MONACO COACH CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit • March 13th, 2008 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Oregon

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is effective as of (Date) (the “Date of Grant”), between MONACO COACH CORPORATION (hereinafter called the “Company”) and (NAME) (hereinafter called the “Participant”). Unless otherwise defined herein, the terms defined in the amended and restated 1993 Stock Plan (the “Plan”) will have the same defined meanings in this Agreement.

MONACO COACH CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit • March 13th, 2008 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Oregon

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is effective as of (Date) (the “Date of Grant”), between MONACO COACH CORPORATION (hereinafter called the “Company”) and (NAME) (hereinafter called the “Participant”). Unless otherwise defined herein, the terms defined in the amended and restated 1993 Stock Plan (the “Plan”) will have the same defined meanings in this Agreement.

SHAREHOLDER'S AGREEMENT
Shareholder's Agreement • July 3rd, 2001 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Oregon

THIS SHAREHOLDER'S AGREEMENT is made and entered into as of this 23 day of June 2001, among Monaco Coach Corporation, a Delaware corporation ("Parent"), Salmon Acquisition, Inc., an Oregon corporation and a wholly owned subsidiary of Parent ("Purchaser"), SMC Corporation, an Oregon corporation (the "Company"), and CURTIS W. LAWLER (the "Shareholder").

MONACO COACH CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit • March 16th, 2006 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Oregon

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is effective as of (Date) (the “Date of Grant”), between MONACO COACH CORPORATION (hereinafter called the “Company”) and (NAME) (hereinafter called the “Participant”). Unless otherwise defined herein, the terms defined in the amended and restated 1993 Stock Plan (the “Plan”) will have the same defined meanings in this Agreement.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 20th, 2003 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Oregon

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 27 2002 by and among MONACO COACH CORPORATION, a Delaware corporation, ROYALE COACH BY MONACO, INC., an Indiana corporation, MCC ACQUISITION CORPORATION, a Delaware corporation (“MCC”), the Lenders and U.S. BANK NATIONAL ASSOCIATION as the Administrative Lender.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 15th, 2007 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies

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 t

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 13th, 2008 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of January 17, 2008 by and among Borrowers and Administrative Lender (on behalf of itself and the Lenders).

MONACO COACH CORPORATION 1993 INCENTIVE STOCK OPTION PLAN STOCK OPTION AGREEMENT
Plan Stock Option Agreement • March 16th, 2006 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Delaware

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

MONACO COACH CORPORATION PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • March 13th, 2008 • Monaco Coach Corp /De/ • Motor vehicles & passenger car bodies • Oregon

THIS PERFORMANCE SHARE AGREEMENT (the “Agreement”) is effective as of (Date) (the “Date of Grant”), between MONACO COACH CORPORATION (hereinafter called the “Company”) and (NAME) (hereinafter called the “Participant”). Unless otherwise defined herein, the terms defined in the amended and restated 1993 Stock Plan (the “Plan”) will have the same defined meanings in this Agreement.

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