0001104659-08-017370 Sample Contracts

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.

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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.

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 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.

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.

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

THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER OF EVENT OF DEFAULT (the “Third Amendment and Waiver”) is entered into as of January 18, 2008 by and among MONACO COACH CORPORATION, a Delaware corporation, SIGNATURE MOTORCOACH RESORTS, INC., a Delaware corporation formerly known as MCC Acquisition Corporation (“Signature”), 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. (“Naples Resorts”), 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 (each of the foregoing parties individually r

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