**Exhibit10.13**

**LOANMODIFICATION AGREEMENT NO. 4**

Preamble:  This Loan Modification Agreement (this “Agreement”),dated as of March 13, 2007 (the “Amendment Date”), is made by and amongWells Fargo Bank, National Association, acting through its Wells Fargo BusinessCredit operating division, as Agent; each Person identified as a “Lender” onthe 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.             EarlyTermination Fee.  Section 3.3.4(a) ofthe Credit Agreement shall be deemed to be amended to read as follows:

# (a)           Upon any cancellation of theCommitments by the Borrowers subsequent to the Closing Date pursuant to Section3.3.6, the Borrowers shall pay to the Lenders prior to or concurrently withsuch termination a Termination Fee in an amount equal to the amount of theWorking Capital Facility Commitment at the time of such early termination timesone percent (1%).  Notwithstandingthe foregoing, if the Commitments are cancelled in connection with Borrowers’prepayment in full of the Obligations from the proceeds of a replacementfinancing provided to Borrowers by the Wells Fargo Business Credit operatingdivision of Wells Fargo Bank, National Association (“WFBC”), or by a group oflenders for whom WFBC acts as agent, the portion of the Termination Fee thatwould otherwise be payable to any Lender which participates in such replacementfinancing will not be payable, it being understood, however, that each Lenderwhich is not participating in such replacement financing will be entitled toreceive the portion of the Termination Fee payable to such Lender in suchevent.

# 3.             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), which ninety (90)day audit cycle shall commence upon the completion of the field audit thatshall be commenced no later than April 4, 2007; provided, however,that nothing contained herein shall limit the right of

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# 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 Borrowersshall reimburse the Agent for such field audit to be commenced by April 4, 2007in the manner provided in Section 6.1.7.

# 4.             MonthlyFinancial Statements and Compliance Certificates.  The Agent and the Lenders hereby agree that(a) the deadline for the delivery by the Borrowers of the financial statementsand compliance certificate required for the calendar month of January, 2007pursuant to Section 6.1.1(b) and Section 6.1.1(c) of the Credit Agreement shallbe extended to March 20, 2007, and (b) the deadline for the delivery by theBorrowers of the financial statements and compliance certificate required forthe calendar month of February, 2007 pursuant to Section 6.1.1(b) and Section6.1.1(c) of the Credit Agreement shall be extended to April 10, 2007.  Such extensions of time are limited to theperiods set forth in this paragraph and shall not entitle the Borrowers to anyfuture extensions or similar accommodations.

# 5.             Removal ofMinimum Working Capital Facility Availability Requirement; Extension of Timefor Projections.  Section 6.2.4 ofthe Credit Agreement shall be deemed to be amended to read in full as follows:

Section 6.2.4          EBITDA.  By April 15, 2007, the Borrowers shallprovide to the Agent updated financial projections in form and detailreasonably satisfactory to the Agent and the Required Lenders for the 2007Fiscal 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 30, 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.

# 6.             InducingRepresentations.  To induce the Agentand the Lenders to enter into this Agreement, each Borrower hereby representsand warrants that: (a) such Borrower is duly authorized to enter into thisAgreement, and this Agreement, upon its execution by such Borrower, the Agentand each Lender, will constitute such Borrower’s legal, valid and bindingobligations enforceable in accordance with its terms against such Borrower; (b)after giving effect to this Agreement, no Default or Event of Default exists;(c) no present right of setoff, counterclaim, recoupment claim or defenseexists in such Borrower’s favor in respect of its

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# 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.

# 7.             Amendment Fee.  The Borrowers agree to pay to the Agent anamendment fee in the amount of $15,000. Such amendment fee shall be fully earned on the Amendment Date but shallbe payable in three installments of $5,000 on each of (a) the Amendment Date,(b) April 13, 2007, and (c) May 13, 2007. Any unpaid portion of such amendment fee which is outstanding on theWorking Capital Facility Maturity Date shall be due and payable on the WorkingCapital Facility Maturity Date.  TheAgent and the Lenders may cause each installment of such fee to be paid bymaking Working Capital Facility Loans to the Borrowers in the amount thereof onthe due dates thereof.

# 8.             ConditionsPrecedent.  Notwithstanding anyprovision herein the contrary, this Amendment shall not become effective, andno Lender shall have any liability hereunder, and no waiver of any Default orEvent of Default set forth herein shall become effective, unless and until eachof the following conditions precedent is satisfied in a manner and pursuant todocumentation satisfactory to the Agent in its sole discretion:

## (a)           the Borrowers shall have paid to the Agent the amendmentfee described above;

## (b)           the Borrowers, the Agent and the Lenders have executedthis Amendment; and

## (c)           the Borrowers, the Agent and the Lenders shall haveexecuted and delivered such other documents, instruments and agreements as theAgent may request in its discretion.

# 9.             Release.  Each Borrower herebyabsolutely and unconditionally releases and forever discharges the Agent andeach Lender, and any and all participants, parent corporations, subsidiarycorporations, affiliated corporations, insurers, indemnitors, successors andassigns of the Agent and each Lender, together with all of the present andformer directors, officers, agents, attorneys and employees of any of theforegoing, from any and all claims, demands or causes of action of any kind,nature or description, whether arising in law or equity or upon contract ortort or under any state or federal law or otherwise, which any Borrower hashad, now has or has made claim to have against any such Person for or by reasonof any act, omission, matter, cause or thing whatsoever arising from thebeginning of time to and including the date of this Amendment, whether such claims,demands and causes of action are matured or unmatured or known or unknown.

# 10.           Miscellaneous.  Each existing Loan Document shall be deemedmodified hereby on the Amendment Date as necessary to conform its terms to theterms of the Credit Agreement, as modified hereby.  This Agreement constitutes 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 |
|   |                                                   |   |
|   |                                                   |   |
|   | “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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