**Exhibit10.15**

**FOURTH AMENDMENT TO**

**PURCHASEAND SALE AGREEMENT**

**THIS****FOURTH AMENDMENT TO PURCHASEAND SALE AGREEMENT**(this “**Fourth Amendment**”) is entered into as ofMarch 19, 2007, by and between First Industrial Acquisitions, Inc., a Marylandcorporation (“**Buyer**”) and National RV Holdings, Inc., a Delawarecorporation (“**Seller**”).

**RECITALS****:**

**A.**            Buyerand Seller entered into that certain Purchaseand Sale Agreement (the “**Original Agreement**”)dated as of December 27, 2007, as amended by that certain Amended/SupplementalEscrow Instructions dated as of February 9, 2007, that certainAmended/Supplemental Escrow Instructions dated as of February 14, 2007 and thatcertain Amended/Supplemented Escrow Instructions dated as of February 21, 2007(as amended, the “**Agreement**”).

**B.           **Buyerand Seller desire to amend the Agreement in accordance with the terms andconditions set forth below.

**AGREEMENT****:**

# **1.            ****Recitals**.  Therecitals set forth above are herby incorporated into the body of this FourthAmendment as if fully restated herein.

# **2.            ****Defined Terms**.  Allcapitalized terms used herein which are not defined herein shall have themeanings ascribed to them in the Agreement.

# **3.             Board Approval**.  The expiration date for the ConditionPrecedent regarding the approval of the board of directors of Seller (the “**Seller’s Board**”) as set forth in Section 11.5 of theOriginal Agreement is hereby extended until April 5, 2007.  In the event Seller obtains such approvalfrom its board of directors prior to April 5, 2007, Seller shall have the rightto waive such Condition Precedent by delivery of written notice to Buyer (suchwaiver, a “**Board Contingency Waiver**”).  If Seller’s Board conditions its approval onthe modification of certain terms of the transaction described in theAgreement, in no event shall Buyer be obligated to accept such modified termsunless Buyer agrees to such modified terms, in writing.  In the event that Seller fails to exerciseits termination right set forth in Section 11.5 of the Original Agreement on orprior to April 5, 2007, then the Condition Precedent set forth in Section 11.5shall automatically be deemed waived by Seller.

# **4.             Expense Reimbursement**.  The second to last sentence contained inSection 11 of the Original Agreement is hereby deleted in its entirety and replacedwith the following: “In the eventSeller terminates this Agreement pursuant to Section 11.5, then in addition tocausing Escrow Holder to immediately return the Deposit to Buyer, Seller shallalso pay to Buyer, within thirty (30) days after receipt a written invoice fromBuyer, Buyer’s actual out-

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# of-pocketexpenses incurred in connection with the negotiation of this Agreement andBuyer’s performance of its Due Diligence Inspection (not to exceed, in theaggregate, $100,000.00).”

# **5.            ****Review Period Expiration Date**.  TheReview Period Expiration Date is hereby extended until 5:00 p.m. (Californiatime) on the date that is twelve (12) days after the earlier to occur of Buyer’sreceipt of the Board Contingency Waiver or April 5, 2007.

# **6.             Closing Date**.  TheClosing Date shall occur on the date that is seven (7) days after the ReviewPeriod Expiration Date.

# **7.             Full Force andEffect. **Except as specifically amended hereby, theAgreement remains in full force and effect and is hereby ratified by theparties hereto.  In the event that any ofthe terms or conditions of the Agreement conflict with this Fourth Amendment,the terms and conditions of this Fourth Amendment shall control.  Any references to the “Agreement” made in anyclosing documents or instruments delivered at closing shall be deemed to meanthe Agreement as amended hereby.

# **8.             Counterparts**.  This Fourth Amendment may be executed in anynumber of identical counterparts, any or all of which may contain thesignatures of less than all of the parties, and all of which shall be construedtogether as a single instrument.  Forpurposes of this Fourth Amendment, signatures by facsimile shall be binding tothe same extent as original signatures.

[Signature Pages Follow]

 

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**IN WITNESS WHEREOF,** the parties have executed this FourthAmendment as of the date first set forth above.
|   | **SELLER:**                                            |
|--------|--------------------------------------------------------|
|   |                                                   |
|   | **NATIONAL RV HOLDINGS, INC.,**a  Delaware corporation |
|   |                                                   |
|   | By:                                                    | \s\ Jon Corn |
|   | Its:                                                   | Vice President  /General Council |

 

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** **
|        | **BUYER:**                                                      |
|--------|-----------------------------------------------------------------|
|   |                                                            |
|   | **FIRST INDUSTRIAL ACQUISITIONS, INC.,**a  Maryland corporation |
|   |                                                            |   |
|   | By:                                                             |   \s\  Johannson L. Yap |
|   | Name:                                                           | Johannson L. Yap |
|   | Its:                                                            | Authorized Signatory |
|        |                                                                 |  |  |  |  |

 

 

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