**Exhibit 10.11**

 

LOAN MODIFICATION AGREEMENT NO.4

 

Preamble: This Loan Modification Agreement(this “Agreement”), dated as of February 28, 2005 (the “Effective Date”),is made between UPS Capital Corporation, as lender (the “Lender”) and eachPerson identified as “Borrower” on the signature page(s) hereof, as borrower(s)(individually and collectively, the “Borrower”), for the purpose of amending orotherwise modifying the terms of that certain Loan and Security Agreement,dated as of August 28, 2002, heretofore made between Lender and Borrower(which, as it has been, or hereafter may be, modified or amended, is calledherein the “Loan Agreement’). Now, therefore, in consideration of the mutualpromises contained herein and in the Loan Agreement, the receipt andsufficiency of which are hereby acknowledged, Lender and Borrower, eachintending 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 Loan Agreement.

 

2.  Loan Modifications.  Lender and Borrower agree to modify the LoanAgreement as follows:

 

2.1  Continuationof Line Increase.  The increase in theMaximum Amount from $15,000,000 to $20,000,000 effected through the date hereofpursuant to that certain Loan Modification Agreement No. 2, dated as of November 30,2004, between Borrower and Lender (“Second Modification”), shall continue ineffect through the April 15, 2005 (“End Date”); provided, however, thattotal Borrowings under the Line of Credit shall continue to be tied to, andlimited by, the Borrowing Base in effect from time to time. On the lastBusiness Day of week prior to the week containing the End Date (such dateherein called the “Reduction Date”), the Maximum Amount shall be reduced by$2,500,000 and, on the End Date, the Maximum Amount shall be returned to, andremain at, $15,000,000.

 

2.2  Continuationof Availability Increase.  In connectionwith the foregoing continuation of the increase in the Maximum Amount, theincrease in the dollar limitation on Borrowings supported by EligibleInventory, as reflected in the definition of the Borrowing Base, from$7,500,000 to $10,000,000, effected pursuant to the Second Modification, shallbe continued through the End Date but shall reduce by $1,250,000 on theReduction Date and shall return to $7,500,000 on the End Date.

 

2.3  ResultingPayment Obligations.  To the extent that,on any Reduction Date or on the End Date, as applicable, either (A) totalBorrowings then exceed the Maximum Amount, as so reduced on such date, and/or (B) totalBorrowings exceed the Borrowing Base, as so reduced by the reduction of theInventory Cap on such date, then, the Borrower shall be obliged to remit to theLender on such Reduction Date or the End Date, as applicable, the entire amountof such excess (in either or each case); otherwise, without necessity offurther notice from the Lender, an Event of Default shall automatically existon such Reduction Date or the End Date, as applicable.

 

2.4  Increasein Concentration Limits Clause (xi) of the definition of Eligible Accounts setforth in Section 1.1 of the Loan Agreement is hereby deleted in itsentirety and the following revised clause (xi) is hereby substituted in lieuthereof:

 

(xi)  which is owing by any AccountDebtor (excepting, however, Lazydays, RV) whose accounts in face amount withBorrower exceed

 

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twenty percent (20%) of Borrower’s EligibleAccounts, but only to the extent of such excess;

 

2.5  AmendmentFee.  There shall be due and payable tothe Lender on the Effective Date, in consideration of its entry into thisAgreement, a fully earned, non-refundable amendment fee equal in amount to$20,000.

 

3.  Inducing Representations.  To induce Lender to enter into this Agreement,Borrower hereby represents and warrants that: (i) Borrower is dulyauthorized to enter into this Agreement, and this Agreement, upon its executionby Borrower and Lender, will constitute Borrower’s legal, valid and bindingobligations enforceable in accordance with its terms against Borrower; (ii) aftergiving effect to this Agreement, no Event of Default exists; (iii) nopresent right of set off, counterclaim, recoupment claim or defense exists inBorrower’s favor in respect of its payment or performance of any Obligations;and (iv) except as modified by this Agreement, all terms of the LoanAgreement and each Loan Document shall remain in full force and effect.

 

4.  Miscellaneous.  Except as otherwise expressly provided herein,all modifications to the Loan Agreement set forth herein shall take effect onthe Effective Date. Each existing Loan Document (including, particularly, anyNote) shall be deemed modified hereby as necessary to conform its terms to the termsof the Loan Agreement, as modified hereby. This Agreement constitutes a LoanDocument, and shall be governed and construed accordingly. This Agreementconstitutes the entire agreement between Lender and Borrower relative to thesubject matter hereof, and supersedes and replaces any prior understandings andagreements, written or oral, in regard thereto. This Agreement shall be bindingon, and inure to the benefit of, the successors and assigns of Borrower andLender. Borrower shall reimburse Lender for all costs which Lender incurs,including reasonable attorneys fees, in the preparation, negotiation, executionand performance of this Agreement, and the recording of any Loan Documents inconnection herewith.

 

5.  Conditions Precedent.  The following shall constitute expressconditions precedent to Lender having any obligations under this Agreement,regardless of its execution hereof: (i) to the extent any fee or other sumis described as owing to Lender and payable on the Effective Date in Section 2hereof, then such fee or other sum shall have been paid to Lender; and (ii) ifrequired by Lender, the Borrower shall have delivered to Lender such additionalLoan Documents, including, particularly, any Notes, which Lender determines tobe necessary to give effect hereto.

 

IN WITNESS WHEREOF, Lender and Borrower haveexecuted this Agreement, by and through their respective authorized officers,as of the Effective Date.

 

 
| “Borrower”         | “Lender”            |
|------------------------------|-------------------------------|
|                         |                          |
| NATIONAL R.V. HOLDINGS, INC. | UPS CAPITAL CORPORATION       |
|                         |                          |
|                         |                          |
| By:                          | /S/ Thomas J. Martini         |   | By: | /S/ John P. Holloway |   |
|                         | Authorized  Officer Treasurer |   | Authorized Officer |
|                         |                          |   |   |
|                         |                          |   |   |
| NATIONAL R.V., INC.          |                          |   |
|                         |                          |   |   |
|                         |                          |   |   |
| By:                          | /S/ Thomas J. Martini         |   |   |   |
|                         | Authorized  Officer Treasurer |   |   |
|                         |                          |   |   |
| COUNTRY COACH, INC.          |                          |   |
|                         |                          |   |   |
| By:                          | /S/ Thomas J. Martini         |   |   |   |
|                         | Authorized  Officer Treasurer |   |   |

 

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