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** **

**Exhibit10.12**

**LOANMODIFICATION AGREEMENT NO. 3**

Preamble:  This Loan Modification Agreement (this “Agreement”),dated as of February 21, 2007 (the “Amendment Date”), is made by andamong Wells Fargo Bank, National Association, acting through its Wells FargoBusiness Credit operating division, as Agent; each Person identified as a “Lender”on the signature page hereof, as lenders; and each Person identified as a “Borrower”on the signature page hereof, as borrowers (each, a “Borrower”, and,collectively, the “Borrowers”), for the purpose of amending or otherwisemodifying the terms of that certain Credit Agreement, dated as ofAugust 12, 2005 (which, as it has been, or hereafter may be, modified oramended, the “Credit Agreement”), among Borrowers, the various lendersfrom time to time party thereto (the “Lenders”) and Wells Fargo Bank,National Association, acting through its Wells Fargo Business Credit operatingdivision, as a Lender and as agent for the Lenders (in such capacity, the “Agent”).  Now, therefore, in consideration of themutual promises contained herein and in the Credit Agreement, the receipt andsufficiency of which are hereby acknowledged, the Agent, the Lenders and theBorrowers, each intending to be legally bound, agree as follows:

# 1.             Definitions.  Capitalized terms used herein, but notexpressly defined themselves herein, shall have the meanings given to suchterms in the Credit Agreement.

# 2.             Successor Agent.  The Borrowers acknowledge that,contemporaneously with the consummation of this Agreement, Wells Fargo Bank,National Association, acting through its Wells Fargo Business Credit operatingdivision (“Wells Fargo”), has become the Agent, replacing UPS CapitalCorporation (“UPS”).  EachBorrower consents to such change and agrees to take such actions as Wells Fargomay reasonably request in connection with the transition of the role of theAgent from UPS to Wells Fargo.

# 3.             Consent to Sale of Stock of CCI.  Notwithstanding the definition of “Change inControl” set forth in Section 1.1 and the prohibitions set forth in Sections6.2.9 and 6.2.10 of the Credit Agreement, the Agent and the Lenders herebyconsent to Holdings’ sale of 100% of the outstanding capital stock of CCI (the “CCIStock”) to the Riley Investment Management LLC and Country Coach HoldingsLLC (collectively, “Purchaser”) in exchange for a purchase price, net ofall expenses payable by the Borrowers, of not less than Thirty-five MillionDollars ($35,000,000) (such sale is hereafter referred to as the “CCI StockSale”); subject, however, to the following conditions: (a)prior to the consummation of the CCI Stock Sale, the Borrowers, the Lenders andthe Agent shall have executed this Amendment and each of the conditionsprecedent to the effectiveness hereof set forth in Section 24 hereof shall havebeen satisfied; (b) the Borrowers shall have delivered to the Agent and theLenders copies of the documents pertaining to the CCI Stock Sale, all of whichshall be satisfactory in form and substance to Agent and Lenders; and (c) the netcash proceeds of the CCI Stock Sale shall be in the amount of at leastThirty-five Million Dollars ($35,000,000) and such amount shall have been paidto the Agent for application in payment of Working Capital Facility Loans andas otherwise described in that certain Funds Flow Agreement of even dateherewith among the Agent, UPS, the Borrowers and Purchaser, and the balance ofsuch net proceeds shall be used by the Borrowers for general working capitalpurposes.  Such consent is limited to theCCI Stock Sale and shall not

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# be deemed to be a consentto any other matter prohibited pursuant to the Credit Agreement or a waiver ofany Default or Event of Default.  Suchconsent shall be void and of no further force or effect on February 23, 2007,unless on or prior to such date each of the conditions specified in the firstsentence of this Section 3 has been satisfied and the CCI Stock Sale has beenconsummated.  The failure of theBorrowers to cause each of the conditions set forth in this Section 3 to besatisfied, and the CCI Stock Sale to be consummated, on or prior to February23, 2007, shall constitute an Event of Default under the Credit Agreement.  The parties hereto agree that the CCI StockSale, if consummated in accordance with this paragraph, shall not constitute aChange in Control.

# 4.             No Further Loans to CCI.  From and after the consummation of the CCIStock Sale, (a) CCI shall have no right to receive any Loans, Letters of Creditor other credit accommodations from the Agent or any Lender under the CreditAgreement and the other Loan Documents, (b) no assets of CCI shall be includedin the Borrowing Base, and (c) CCI shall no longer constitute a “Borrower”under the Credit Agreement and the other Loan Documents.  CCI is entering into this Agreement to acknowledgethis paragraph and to avoid any doubt that all Borrowers have agreed to theamendments contained herein, and CCI and the other Borrowers agree that CCI’ssignature shall not be necessary for any further amendments to the CreditAgreement or any other Loan Document.

# 5.             Obligations.  The definition of “Obligations” set forth inSection 1.1 of the Credit Agreement shall be deemed to be amended to read asfollows:

“Obligations”means all obligations of each and every Loan Party with respect to the paymentor performance of any obligations (monetary or otherwise) of such Loan Partiesarising under or in connection with this Agreement, the Notes or any other LoanDocument.  “Obligations” shall alsoinclude, with respect to Wells Fargo Bank, National Association (“WellsFargo”), any and all advances, debts, obligations and liabilities of anyLoan Party to Wells Fargo, heretofore, now or hereafter made, incurred orcreated, whether voluntary or involuntary and however arising, whether due ornot due, absolute or contingent, liquidated or unliquidated, determined orundetermined, including under any swap, derivative, foreign exchange, hedge,deposit, treasury management or other similar transaction or arrangement at anytime entered into by any Loan Party with Wells Fargo, and whether such LoanParty may be liable individually or jointly with others, or whether recoveryupon such Obligations may be or hereafter becomes unenforceable.

# 6.             Reduction in Working CapitalFacility Commitment Amount.  TheWorking Capital Facility Commitment Amount shall be permanently reduced fromForty Million Dollars ($40,000,000) to Fifteen Million Dollars ($15,000,000).

In furtherance of the foregoing:

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## (a)                                  Thedefinition of “Working Capital Facility Commitment Amount” set forth in Section1.1 of the Credit Agreement shall be deemed to be amended to read as follows:

“Working Capital Facility Commitment Amount”means Fifteen Million Dollars ($15,000,000).

## (b)                                 Section2.3 of the Credit Agreement shall be deemed to be deleted in its entirety andreplaced with the words “intentionally omitted”.

# 7.             Reduction in Inventory Sublimit.  The Inventory Sublimit shall be permanentlyreduced from Twenty-Four Million Dollars ($24,000,000) to Nine Million Dollars($9,000,000).  In furtherance of theforegoing, the definition of “Inventory Sublimit” set forth in Section 1.1 ofthe Credit Agreement shall be deemed to be amended to read as follows:

“Inventory Sublimit” means Nine Million Dollars($9,000,000).

# 8.             Reduction in Letter of CreditSub-Facility Amount.  The Letter ofCredit Sub-Facility limit shall be permanently reduced from Eight MillionDollars ($8,000,000) to Three Million Dollars ($3,000,000).  In furtherance of the foregoing, thedefinition of “Letter of Credit Sub-Facility Amount” set forth in Section 1.1of the Credit Agreement shall be deemed to be amended to read as follows:

“Letter of Credit Sub-Facility Amount” meansThree Million Dollars ($3,000,000).

# 9.             Borrowing Procedures.  The Credit Agreement shall be deemed to be amended to replace the reference to “12:00Noon, Atlanta, Georgia time” in Section 3.1(ii) with “11:00 a.m., Atlanta,Georgia time”.

# 10.           No Fee Letter.  Other than any amounts due to UPS on theAmendment Date pursuant to the Fee Letter, the Borrowers shall not have anyfurther obligations under the Fee Letter. In furtherance of the foregoing, Section 2.4(d) of the Credit Agreementshall be deemed to be deleted in its entirety and replaced with the words “intentionallyomitted”.

# 11.           Interest Rate.  Each Borrower agrees that, commencing on theAmendment Date and continuing thereafter, (a) the Borrowers shall not bepermitted to borrow LIBOR Loans, and (b) the Loans shall bear interest at thePrime Rate (as amended hereby) plus 1.50% per annum.

In furtherance of the foregoing:

## (a)                                  Thedefinition of “Prime Rate” set forth in Section 1.1 of the Credit Agreementshall be deemed to be amended to read as follows:

“Prime Rate” meansat any time the rate of interest most recently announced by Wells Fargo Bank,National Association (“Wells Fargo”) at its principal office as itsPrime Rate, with the understanding that the Prime Rate is one of Wells Fargo’sbase

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rates, and serves as thebasis upon which effective rates of interest are calculated for those loansmaking reference thereto, and is evidenced by the recording thereof in suchinternal publication or publications as Wells Fargo may designate.  Each change in the rate of interest shallbecome effective on the date each Prime Rate change is announced by WellsFargo.

## (b)                                 Section3.4.1 and Section 3.4.2 shall be deemed to be amended to read as follows:

## Section 3.4.1 Loan Rates. Subject to Section 3.4.3,each Borrowing of Working Capital Facility Loans shall accrue interest at arate per annum equal to the Prime Rate as in effect from time to time plus oneand one-half percent (1.50%).

Section 3.4.2 Intentionally Omitted.

# 12.           Borrowing Base Certificates.  With reference to Section 6.1.1(i) of theCredit Agreement, each Borrower agrees that, commencing on the Amendment Dateand continuing thereafter, Borrowers’ Representative shall deliver to eachLender and the Agent Borrowing Base Certificates and all supporting schedulesand documentation required pursuant to such Section 6.1.1(i) on a weekly basisby Wednesday of each week (or, if Wednesday is not a Business Day, on the nextday which is a Business Day) prepared as of the last Business Day of thepreceding week; provided, however, that nothing contained hereinshall limit the right of the Agent to require more frequent delivery at anytime as provided in Section 6.1.1(i).

# 13.           Field Audits.  With reference to the last sentence ofSection 6.1.7 of the Credit Agreement, each Borrower agrees that commencing onthe Amendment Date and continuing thereafter, the Borrowers shall be obliged toreimburse the Agent on demand (in the amounts specified in such sentence) forfield audits conducted on a ninety (90) day audit cycle (rather than a onehundred twenty (120) day audit cycle as provided therein); provided, however,that nothing contained herein shall limit the right of the Agent to bereimbursed for more frequent field audits whenever an Event of Default existsas provided in such Section 6.1.7.  Inaddition to such field audits on a ninety (90) day audit cycle, the Borrowershall reimburse the Agent for a field audit to be conducted within thirty (30)days of the Amendment Date in the manner provided in Section 6.1.7.

# 14.           Waiver of Events of Defaultresulting from failure to comply with Financial Covenants.  The Lenders hereby (a) waive the Events ofDefault resulting from the Borrowers’ failure to comply with the requirementsof Section 6.2.4 of the Credit Agreement for their Fiscal Months ending October31, 2006, November 30, 2006 and December 31, 2006, such waiver being limited tosuch Events of Default and not to be deemed to be a waiver of any other Defaultor Event of Default presently or hereafter existing, and (b) agree that thecovenant set forth in Section 6.2.4 with respect to Borrowers’ Fiscal Monthending January 31, 2007 shall not apply.

# 15.           Amendment of Financial Covenants.  Section 6.2.4 of the Credit Agreement shallbe deemed to be amended to read as follows:

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Section 6.2.4 Financial Condition. TheBorrowers hereby covenant and agree as set forth below:

(a)           EBITDA.  By March 31, 2007,****theBorrowers will provide to the Agent updated financial projections in form anddetail reasonably satisfactory to the Agent and the Required Lenders for the2007 Fiscal Year, prepared with the assistance of Kibel Green Inc.  The Borrowers and the Required Lenders shalluse such projections in order to establish financial covenants based on minimumEBITDA for April through December of 2007. Any failure by the Borrowers to deliver such projections by suchdeadline shall constitute an Event of Default. On or prior to April 15, 2007, the Borrowers and the Required Lendersshall agree among themselves as to minimum EBITDA requirements (includingamounts, measurement dates and measurement periods) for April through Decemberof 2007; provided, however, that if the Borrowers and theRequired Lenders are unable to agree on such requirements in writing by suchdate, then such requirements shall be determined by the Required Lenders intheir credit judgment.  Additionally, onor prior to December 31 of each year, the Borrowers and the Required Lendersshall agree among themselves as to minimum EBITDA requirements (includingamounts, measurement dates and measurement periods) for the following FiscalYear; provided, however, that if the Borrowers and the RequiredLenders are unable to agree on such requirements in writing by such date, thensuch requirements shall be determined by the Required Lenders in their creditjudgment.

(b)           WorkingCapital Facility Availability.  TheBorrowers will not permit Working Capital Facility Availability to be less than$5,000,000 at any time.  The Lendersagree to consider decreasing this minimum Working Capital Facility Availabilityrequirement upon the establishment of the minimum EBITDA requirements for Aprilthrough December of 2007, but the Borrowers acknowledge and agree that theLenders have no obligation to agree to any such decrease and that any suchdecrease shall be determined in the Lenders’ discretion.

# 16.           Commitment.  Schedule I of the Credit Agreementshall be deemed to be deleted and replaced with the revised Schedule Iattached hereto.

# 17.           No Sale/Leaseback.  Without limiting the restrictions set forthin Sections 6.2.8 and 6.2.9 of the Credit Agreement, the Borrowers acknowledgeand agree that the Borrowers shall not be permitted to enter into asale/leaseback of their Perris, California real estate without the priorwritten consent of the Required Lenders in their sole discretion.

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# 18.           CCI Lockbox.  Borrowers acknowledge that, in order toinduce UPS to consummate the Assignment, Wells Fargo has agreed to assume theindemnification liabilities of UPS (if any) under that certain Four PartyWholesale Lockbox Agreement dated February 17, 2006 among Wells Fargo Bank,N.A., in its respective capacities as depository bank and lockbox processor,CCI and UPS (the “CCI Lockbox Agreement”), and Borrowers consent to suchassumption of liabilities.  Withoutlimiting any provision of the Credit Agreement and the other Loan Documentsthat permits the Agent to charge the Borrowers’ loan account for any costs,fees or expenses incurred in connection with the Credit Agreement and the otherLoan Documents, Borrowers hereby agree that the Agent may charge the Borrowers’loan account by making Working Capital Facility Loans to reimburse the Agentand the Lenders for any costs, fees, expenses or other liabilities incurred bythe Agent or any Lender in connection with the CCI Lockbox Agreement,regardless of whether such costs, fees, expenses or other liabilities are paidor incurred before or after CCI ceases to become a “Borrower” under the CreditAgreement.

# 19.           Notices to the Agent.  All notices to the Agent in connection withthe Credit Agreement or any other Loan Document shall be sent in accordancewith the following information:

|        |            | Wells Fargo Bank, National  Association, acting through its Wells Fargo |
|--------|-----------------|-------------------------------------------------------------------------|
|   |            | Business Credit operating  division                                     |
|   |            |                                                                    |
|   |            | MAC N2642-060                                                           |
|   |            | 400 Northridge Road, Suite  600                                         |
|   |            | Atlanta, Georgia  30350                                            |
|   |            | Attention:  Portfolio Manager                                      |
|   |            | Telecopier:  770-992-4720                                          |
|   |            |                                                                    |
|        | With a copy to: | Stephen D. Palmer, Esq.                                                 |
|   |            | Greenberg Traurig, LLP                                                  |
|   |            | 3290 Northside Parkway,  Suite 400                                      |
|   |            | Atlanta, Georgia  30327                                            |
|   |            | Telecopier:  678-553-2261                                          |
|   |            |                                                                    |
|   |            |                                                                    |
|   |            |                                                                    |

 

# 20.           Commercial Tort Claim.  Each Borrower hereby grants to the Agent, foritself and the Lenders, a security interest in all commercial tort claims thatsuch Borrower has against Kemlite Company, Inc., Crane Co. or any of theirAffiliates, including, without limitation, the claims arising in connectionwith Case No. RIC-452462, filed with the Superior Court of the State ofCalifornia, County of Riverside, known as National R.V., Inc., a CaliforniaCorporation v. Crane Co., a Delaware corporation, and Crane Composites, Inc., aDelaware corporation aka Kemlite Company, Inc.

# 21.           Arbitration.  The Borrowers, the Lenders and the Agentacknowledge and agree that the following arbitration provisions shall apply tothis Agreement, the Credit Agreement and each other Loan Document, and the CreditAgreement and each other Loan Document shall be deemed to be amended toincorporate such provisions.

## (a)           **Arbitration**.  The parties hereto agree, upon demand by anyparty, to submit to binding arbitration all claims, disputes and controversiesbetween or among them (and their

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## respective employees, officers, directors, attorneys, and otheragents), whether in tort, contract or otherwise arising out of or relating toin any way (i) the Obligations and related Loan Documents which are the subjectof the Credit Agreement and its negotiation, execution, collateralization,administration, repayment, modification, extension, substitution, formation,inducement, enforcement, default or termination; or (ii) requests foradditional credit.

## (b)           **Governing Rules**.  Any arbitration proceeding will (i) proceedin a location in Georgia selected by the American Arbitration Association (“AAA”);(ii) be governed by the Federal Arbitration Act (Title 9 of the United StatesCode), notwithstanding any conflicting choice of law provision in any of thedocuments between the parties; and (iii) be conducted by the AAA, or such otheradministrator as the parties shall mutually agree upon, in accordance with theAAA’s commercial dispute resolution procedures, unless the claim or counterclaimis at least $1,000,000.00 exclusive of claimed interest, arbitration fees andcosts in which case the arbitration shall be conducted in accordance with theAAA’s optional procedures for large, complex commercial disputes (thecommercial dispute resolution procedures or the optional procedures for large,complex commercial disputes to be referred to, as applicable, as the “Rules”).  If there is any inconsistency between theterms hereof and the Rules, the terms and procedures set forth herein shallcontrol.  Any party who fails or refusesto submit to arbitration following a demand by any other party shall bear allcosts and expenses incurred by such other party in compelling arbitration ofany dispute.  Nothing contained hereinshall be deemed to be a waiver by any party that is a bank of the protectionsafforded to it under 12 U.S.C. §91 or any similar applicable state law.

## (c)           **No Waiver of Provisional Remedies, Self-Help andForeclosure**.  The arbitrationrequirement does not limit the right of any party to (i) foreclose against realor personal property collateral; (ii) exercise self-help remedies relating tocollateral or proceeds of collateral such as setoff or repossession; or (iii)obtain provisional or ancillary remedies such as replevin, injunctive relief,attachment or the appointment of a receiver, before during or after thependency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligationof any party to submit any dispute to arbitration or reference hereunder,including those arising from the exercise of the actions detailed in sections(i), (ii) and (iii) of this paragraph.

## (d)           **Arbitrator Qualifications and Powers**.  Any arbitration proceeding in which theamount in controversy is $5,000,000.00 or less will be decided by a singlearbitrator selected according to the Rules, and who shall not render an awardof greater than $5,000,000.00.  Anydispute in which the amount in controversy exceeds $5,000,000.00 shall bedecided by majority vote of a panel of three arbitrators; provided, however,that all three arbitrators must actively participate in all hearings anddeliberations.  The arbitrator will be aneutral attorney licensed in the State of Georgia or a neutral retired judge ofthe state or federal judiciary of Georgia, in either case with a minimum of tenyears experience in the substantive law applicable to the subject matter of thedispute to be arbitrated.  The arbitratorwill determine whether or not an issue is arbitratable and will give effect tothe statutes of limitation in determining any claim.  In any arbitration proceeding the arbitratorwill decide (by documents only or with a hearing at the arbitrator’sdiscretion) any pre-hearing motions which are similar to motions to dismiss forfailure to state a claim or motions for summary adjudication.  The arbitrator shall resolve all disputes inaccordance with the substantive law of Georgia and may grant any remedy orrelief

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## that a court of such state could order or grant within the scope hereofand such ancillary relief as is necessary to make effective any award.  The arbitrator shall also have the power toaward recovery of all costs and fees, to impose sanctions and to take suchother action as the arbitrator deems necessary to the same extent a judge couldpursuant to the Federal Rules of Civil Procedure, the Georgia Civil PracticeAct (O.C.G.A. § 9-11-1 et seq.) or other applicable law.  Judgment upon the award rendered by thearbitrator may be entered in any court having jurisdiction.  The institution and maintenance of an actionfor judicial relief or pursuit of a provisional or ancillary remedy shall notconstitute a waiver of the right of any party, including the plaintiff, tosubmit the controversy or claim to arbitration if any other party contests suchaction for judicial relief.

## (e)           **Discovery**. In any arbitration proceeding discovery will be permitted in accordancewith the Rules.  All discovery shall beexpressly limited to matters directly relevant to the dispute being arbitratedand must be completed no later than 20 days before the hearing date and within180 days of the filing of the dispute with the AAA.  Any requests for an extension of thediscovery periods, or any discovery disputes, will be subject to finaldetermination by the arbitrator upon a showing that the request for discoveryis essential for the party’s presentation and that no alternative means forobtaining information is available.

## (f)            **Class Proceedings and Consolidations**.  The resolution of any dispute arisingpursuant to the terms of this Agreement, the Credit Agreement or any other LoanDocument shall be determined by a separate arbitration proceeding and suchdispute shall not be consolidated with other disputes or included in any classproceeding.

## (g)           **Payment Of Arbitration Costs And Fees**.  The arbitrator shall award all costs andexpenses of the arbitration proceeding.

## (h)           **Real Property Collateral; Judicial Reference**.  Notwithstanding anything herein to thecontrary, no dispute shall be submitted to arbitration if the dispute concernsObligations secured directly or indirectly, in whole or in part, by any realproperty unless (i) the holder of the mortgage, security interest or other Lienspecifically elects in writing to proceed with the arbitration, or (ii) allparties to the arbitration waive any rights or benefits that might accrue tothem by virtue of the single action rule statute of Georgia, thereby agreeingthat all indebtedness and obligations of the parties, and all mortgages,security interests and other Liens securing such Obligations shall remain fullyvalid and enforceable.

## (i)            **Miscellaneous**.  To the maximum extent practicable, the AAA,the arbitrators and the parties shall take all action required to conclude anyarbitration proceeding within 180 days of the filing of the dispute with theAAA.  No arbitrator or other party to anarbitration proceeding may disclose the existence, content or results thereof,except for disclosures of information by a party required in the ordinarycourse of its business or by applicable law or regulation.  If more than one agreement for arbitration byor between the parties potentially applies to a dispute, the arbitrationprovision most directly related to the Loan Documents or the subject matter ofthe dispute shall control.  Thisarbitration provision shall survive termination, amendment or expiration of anyof the Loan Documents or any relationship between the parties.

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# 22.           Inducing Representations.  To induce the Agent and the Lenders to enterinto this Agreement, each Borrower hereby represents and warrants that: (a)such Borrower is duly authorized to enter into this Agreement, and thisAgreement, upon its execution by such Borrower, the Agent and each Lender, willconstitute such Borrower’s legal, valid and binding obligations enforceable inaccordance with its terms against such Borrower; (b) after giving effect tothis Agreement and the consummation of the CCI Stock Sale, no Default or Eventof Default exists; (c) no present right of setoff, counterclaim, recoupmentclaim or defense exists in such Borrower’s favor in respect of its payment orperformance of any Obligations; and (d) except as modified by this Agreement,all terms of the Credit Agreement and each Loan Document shall remain in fullforce and effect.

# 23.           Amendment Fee.  The Borrowers agree to pay to the Agent onthe Amendment Date an amendment fee in the amount of Two Hundred ThousandDollars ($200,000), to be shared equally between Wells Fargo and UPS, which feeshall be fully earned and non-refundable on the Amendment Date.  The Agent and the Lenders may cause such feeto be paid by making Working Capital Facility Loans to the Borrowers in theamount thereof.

# 24.           Kibel Green Inc.  The Borrowers covenant and agree to continueto engage Kibel Green Inc. as a consultant on a basis reasonably satisfactoryto the Agent but to include, in any event, assisting the Borrower in thepreparation of projections for the 2007 fiscal year.

# 25.           Conditions Precedent.  Notwithstanding any provision herein thecontrary, this Amendment shall not become effective, and no Lender shall haveany liability hereunder, and no waiver of any Default or Event of Default setforth herein shall become effective, unless and until each of the followingconditions precedent is satisfied in a manner and pursuant to documentationsatisfactory to Wells Fargo in its sole discretion:

## (a)           UPSshall have executed and delivered all documentation deemed necessary orappropriate in order to (i) cause Wells Fargo to become the “Agent” under theCredit Agreement and the other Loan Documents, and (ii) assign the Commitmentof UPS to Wells Fargo, in each case subject only to the receipt anddisbursement of funds in accordance with the Funds Flow Agreement describedbelow;

## (b)           theBorrowers shall have paid to the Agent the amendment fee described above;

## (c)           theBorrowers, the Agent and the Lenders have executed this Amendment;

## (d)           theBorrowers, the Agent, UPS and Purchaser shall have executed and delivered thatcertain Funds Flow Agreement dated on or about the date hereof (the “FundsFlow Agreement”);

## (e)           theAgent shall have received a true, correct and complete copy of the stockpurchase agreement and all related documentation in connection with the CCIStock Sale, certified as such by an officer of Holdings, and the Agent shallhave received evidence satisfactory to the Agent that the CCI Stock Sale hasbeen consummated on terms and conditions satisfactory to the Agent;

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## (f)            theBorrowers shall have delivered to Wells Fargo an amended and restated WorkingCapital Facility Note in the amount of $15,000,000;

## (g)           theBorrowers shall have delivered to the Agent a Borrowing Base Certificate andsuch supporting documentation as the Agent may reasonably request (including aschedule of Accounts and a list of the names and addresses of all AccountDebtors), in each case giving effect to the CCI Stock Sale and as of a datesatisfactory to the Agent;

## (h)           eachBorrower shall have delivered to the Agent (i) a good standing certificatehaving a date within thirty (30) days of the Amendment Date with respect toeach Loan Party from the appropriate Governmental Authority of its State ofincorporation and of each other State where such Loan Party is required toqualify; (ii) a certificate of the Secretary or an Assistant Secretary of eachLoan Party as to resolutions of its Board of Directors authorizing itsexecution, delivery and performance of this Amendment and the other LoanDocuments to be executed in connection herewith, each in form and substancesatisfactory to Agent and Lenders;

## (i)            theAgent shall have established one or more lockbox arrangements acceptable to theAgent; and

## (j)            suchother documents, instruments and agreements as the Agent may request in itsdiscretion.

Without limiting theforegoing, each Borrower acknowledges and agrees that this Amendment, the CCIStock Sale, the assignment of the Commitment of UPS to Wells Fargo and thetransfer of the role of the “Agent” from UPS to Wells Fargo are intended to beconsummated simultaneously, and references herein to the “Agent” or any “Lender”,unless the context clearly requires otherwise, shall be deemed to refer toWells Fargo, as the Agent, and to Wells Fargo, as the sole Lender,respectively.

# 26.           Miscellaneous.  Each existing Loan Document (including,particularly, any Note) shall be deemed modified hereby on the Amendment Dateas necessary to conform its terms to the terms of the Credit Agreement, asmodified hereby.  This Agreementconstitutes a Loan Document, and shall be governed and construed accordingly.  This Agreement constitutes the entireagreement among the Agent, the Lenders and the Borrowers relative to thesubject matter hereof, and supersedes and replaces any prior understandings andagreements, written or oral, in regard thereto. This Agreement shall be binding on, and inure to the benefit of, thesuccessors and assigns of the Borrower, the Agent and the Lenders.  The Borrowers shall reimburse the Agent forall costs which the Agent incurs, including reasonable attorneys fees, in thepreparation, negotiation, execution and performance of this Agreement, and therecording of any Loan Documents in connection herewith.

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IN WITNESSWHEREOF, the Agent, the Lenders and the Borrowers have executed this Agreement,by and through their respective authorized officers, as of the Amendment Date.
|   | “Borrowers”:       |
|--------|------------------------------|
|   |                         |
|   | NATIONAL R.V. HOLDINGS, INC. |
|   |                         |   |
|   | By:                          | \s\ Thomas J. Martini |
|   | Name:                        | Thomas J. Martini |
|   | Title:                       | CFO |
|   |                         |   |
|   | NATIONAL R.V., INC.          |
|   |                         |   |
|   | By:                          | \s\ Thomas J. Martini |
|   | Name:                        | Thomas J. Martini |
|   | Title:                       | Treasurer |
|   |                         |   |
|   | COUNTRY COACH, INC.          |
|   |                         |   |
|   | By:                          | \s\ Thomas J. Martini |
|   | Name:                        | Thomas J. Martini |
|   | Title:                       | Treasurer |
|        |                              |  |  |  |

 

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|        | “Agent” and sole “Lender”:         |
|--------|--------------------------------------------------------|
|   |                                                   |
|   | WELLS FARGO BANK, NATIONAL                             |
|   | ASSOCIATION, acting through its Wells                  |
|   | Fargo Business Credit operating division, as a  Lender |
|   |                                                   |
|   | By:                                                    | \s\ Charles F.  Liles |
|   |                                                   | Charles F. Liles, Vice President |

 

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Schedule I

Commitments
| Wells Fargo Bank  National Association, acting through Wells Fargo Business Credit operating  division |   | $ | 15,000,000 |   |
|--------------------------------------------------------------------------------------------------------|--------|---|------------|--------|

 

 

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