EXHIBIT 10.19
TERMINATION AGREEMENT AND MUTUAL RELEASE
Reference is made to that certain Stockholders Agreement (the
"Stockholders Agreement") dated as of March 5, 1993 between Monaco Coach
Corporation, a Delaware corporation ("Monaco"), Liberty Investment Partners
II, a Florida general partnership ("Liberty"), the State Board of
Administration of Florida, a public agency of the State of Florida ("SBA"),
Monaco Capital Partners, a Rhode Island general partnership ("MCP"), ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Holding Corporation, a Massachusetts corporation ("▇▇▇▇▇▇") and
certain other executives appearing on the signature page thereto. Reference
is further made to that certain instrument of accession (the "Instrument of
Accession") dated as of July 21, 1994 between Monaco and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the parties to
the Instrument of Accession and the parties to the Stockholders Agreement
collectively, the "Parties") by which the parties thereto became parties to
the Stockholders Agreement.
This Termination Agreement and Mutual Release (the "Agreement") is made
by and between the Parties regarding the Stockholders Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Parties agree as follows:
1. TERMINATION AND MUTUAL RELEASE. The Parties agree that the
Stockholders Agreement is hereby rendered void and, except as set forth
herein, no obligations of the Parties shall survive. The Parties agree that
the foregoing consideration, as well as such other good and valuable
consideration received by the Parties pursuant hereto, represents settlement
in full of all outstanding obligations owed by any of the Parties to any of
the Parties, on behalf of themselves, and on behalf of all their past and
present shareholders, successors, assigns, transferees, and all subsidiary,
parent, and affiliated companies, jointly and severally, and fully and
forever release each other, and their stockholders, successors, assigns,
transferees and all subsidiary, parent and affiliated companies, and all of
their insurers and sureties, of and from any claim, duty, obligation or cause
of action relating to the Stockholders Agreement. The Parties agree that the
release set forth in this section shall be and remain in effect in all
respects as a complete general release as to the matters released. This
release does not extend to any obligations incurred under this Agreement.
2. NO REPRESENTATIONS: Each of the Parties to this Agreement represents
that it has had the opportunity to consult with an attorney, and has
carefully read and understands the scope and effect of the provisions of this
Agreement. Neither party has relied upon any representations or statements
made by the other party hereto which are not specifically set forth in this
Agreement.
3. GOVERNING LAW: This Agreement shall be governed by the laws of the
State of Delaware.
4. EFFECTIVE DATE: This Agreement is effective on the date when it has
been signed by all the Parties.
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5. NO ORAL MODIFICATIONS: This Agreement shall not be modified in any
way except in writing executed by the party or parties to be bound thereby.
12. SEVERABILITY: If any provision or provisions contained herein shall
contravene or be invalid under applicable law, such contravention or
invalidity shall not invalidate the whole Agreement, but the Agreement shall
be construed as not containing the particular provision or provisions held to
be invalid and the rights and obligations of the parties shall be construed
and enforced accordingly.
13. VOLUNTARY EXECUTION OF AGREEMENT: This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf
of the Parties hereto, with the full intent of releasing all claims. The
Parties acknowledge that:
(a) They have read this Agreement;
(b) They have been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of their own choice or that they
have voluntarily declined to seek such counsel;
(c) They understand the terms and consequences of this Agreement
and of the releases it contains;
(d) They are fully aware of the legal and binding effect of this
Agreement.
14. COUNTERPARTS: This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and
shall constitute an effective, binding Agreement on the part of each of the
Undersigned.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below.
MONACO COACH CORPORATION
Dated: May __, 1997 By:
------------------------------------
Name:
Title:
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LIBERTY INVESTMENT PARTNERS II
Dated: May __, 1997 By:
------------------------------------
Name:
Title:
STATE BOARD OF ADMINISTRATION
OF FLORIDA
Dated: May __, 1997 By:
------------------------------------
Name:
Title:
MONACO CAPITAL PARTNERS
Dated: May __, 1997 By:
------------------------------------
Name:
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ HOLDING CORPORATION
Dated: May __, 1997 By:
------------------------------------
Name:
Title:
Dated: May __, 1997
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