**Exhibit 10.12**

 

LOAN MODIFICATION AGREEMENT NO.5

 

Preamble: This Loan Modification Agreement(this “Agreement”), dated as of April 21, 2005 (the “Effective Date”), ismade between UPS Capital Corporation, as lender (the “Lender”) and each Personidentified 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 such termsin the Loan Agreement.

 

2.  LoanModifications.  Lender and Borrower agreeto modify the Loan Agreement 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. 4, dated as of February 28,2005, between Borrower and Lender (“Fourth Modification”), shall continue ineffect through the Termination Date; provided, however, that total Borrowingsunder the Line of Credit shall continue to be tied to, and limited by, theBorrowing Base in effect from time to time.

 

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 Fourth Modification, shallbe continued through the Termination Date.

 

2.3  Definitionof Initial Term.  The definition ofInitial Term set forth in Section 1.1 of the Loan Agreement is herebyamended to read as follows: “Initial Term” shall mean the period commencing onthe Closing Date and ending on January 31, 2006.

 

3.  InducingRepresentations.  To induce Lender toenter into this Agreement, Borrower hereby represents and warrants that: (i) Borroweris duly authorized to enter into this Agreement, and this Agreement, upon itsexecution by Borrower and Lender, will constitute Borrower’s legal, valid andbinding obligations enforceable in accordance with its terms against Borrower; (ii) aftergiving effect to this Agreement, no Event of Default exists; (iii) nopresent right of setoff, 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 providedherein, all modifications to the Loan Agreement set forth herein shall takeeffect on the Effective Date. Each existing Loan Document (including,particularly, any Note) shall be deemed modified hereby as necessary to conformits terms to the terms of the Loan Agreement, as modified hereby. ThisAgreement constitutes a Loan Document, and shall be governed and construedaccordingly. This Agreement constitutes the entire agreement between Lender

 

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and Borrower relative to the subject matterhereof, and supersedes and replaces any prior understandings and agreements,written or oral, in regard thereto. This Agreement shall be binding on, andinure to the benefit of, the successors and assigns of Borrower and Lender.Borrower shall reimburse Lender for all costs which Lender incurs, includingreasonable attorneys fees, in the preparation, negotiation, execution andperformance of this Agreement, and the recording of any Loan Documents inconnection herewith.

 

5.  ConditionsPrecedent.  The following shallconstitute express conditions precedent to Lender having any obligations underthis Agreement, regardless of its execution hereof: if required by Lender, theBorrower shall have delivered to Lender such additional Loan Documents,including, particularly, any Notes, which Lender determines to be necessary togive 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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