**Exhibit 10.1**

**LOANMODIFICATION AGREEMENT NO. 2**

Preamble:  This LoanModification Agreement (this “Agreement”), dated as of August 10,2006 (the “Amendment Date”), is made by and among UPS CapitalCorporation, as Agent; each Person identified as a “Lender” on the signaturepage hereof, as lenders; and each Person identified as a “Borrower” on thesignature page hereof, as borrowers (individually and collectively, the “Borrower”),for the purpose of amending or otherwise modifying the terms of that certain CreditAgreement, dated as of August 12, 2005 (which, as it has been, orhereafter may be, modified or amended, the “Credit Agreement”), amongBorrower, the various lenders from time to time party thereto (the “Lenders”)and UPS Capital Corporation, a Delaware corporation, as a Lender and as agentfor 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, Agent, Lenders and Borrower, eachintending to be legally bound, agree as follows:

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

# Loan Modifications.  Subject to the satisfaction of the conditionsprecedent set forth in Section 5 below, Agent, Lenders and Borrower agree tomodify the Credit Agreement as follows:

(a)   TemporaryIncrease in Working Capital Facility Commitment Amount.

The Working CapitalFacility Commitment Amount was Twenty-Five Million Dollars ($25,000,000) on theClosing Date and has been increased to Forty Million Dollars ($40,000,000)pursuant to Section 2.3 of the Credit Agreement.  Effective on the Amendment Date, Lendersagree with Borrower to increase temporarily the Working Capital FacilityCommitment Amount from Forty Million Dollars ($40,000,000) to Fifty MillionDollars ($50,000,000), with the Commitments of each Lender to be increased on apro rata basis  (the “CommitmentTemporary Increase”).   Giving effectto the Commitment Temporary Increase, the Commitment of UPS Capital Corporationwill be Thirty Million Dollars ($30,000,000), and the Commitment of Wells FargoBank, National Association will be Twenty Million Dollars ($20,000,000).   On the Amendment Date, each Lender’s WorkingCapital Note shall be deemed amended to give effect to such temporary increase.

The InventorySublimit was Fifteen Million Dollars ($15,000,000) on the Closing Date and hasbeen increased to Twenty-Four Million Dollars ($24,000,000) pursuant to Section2.3 of the Credit Agreement.  Effectiveon the Amendment Date, Lenders agree with Borrower to increase temporarily theInventory Sublimit from Twenty-Four Million Dollars ($24,000,000) to Thirty MillionDollars ($30,000,000) (the “Inventory Sublimit Temporary Increase”).

Without furtheraction by any party, (i) on August 25, 2006, (x) the Working Capital FacilityCommitment Amount shall be reduced from Fifty Million Dollars ($50,000,000) toForty-Eight Million Dollars ($48,000,000) and (y) the Inventory Sublimit shallbe reduced from Thirty Million Dollars ($30,000,000) to Twenty-Eight MillionEight Hundred Thousand Dollars ($28,800,000), (ii) on September 1, 2006, theWorking Capital Facility Commitment Amount shall be reduced from Forty-EightMillion Dollars ($48,000,000) to Forty-Six Million Dollars ($46,000,000) and(y) the Inventory Sublimit shall be reduced from Twenty-Eight Million EightHundred Thousand Dollars ($28,800,000) to Twenty-Seven Million Six HundredThousand Dollars ($27,600,000), (iii) on September 8, 2006, (x) the WorkingCapital Facility Commitment Amount shall be reduced from Forty-Six MillionDollars ($46,000,000) to Forty-Four Million Dollars ($44,000,000)  and (y) the Inventory Sublimit shall bereduced from Twenty-Seven Million Six Hundred Thousand Dollars ($27,600,000) toTwenty-Six Million Four Hundred Thousand Dollars ($26,400,000), (iv) onSeptember 15, 2006, (x) the Working Capital Facility Commitment Amount shall bereduced from Forty-Four Million Dollars ($44,000,000) to Forty-Two MillionDollars ($42,000,000) and (y) the Inventory Sublimit shall be reduced fromTwenty-Six Million Four Hundred Thousand Dollars ($26,400,000) to Twenty-FiveMillion Two Hundred Thousand  Dollars($25,200,000) and (v) on September 22, 2006, (x) the Working Capital FacilityCommitment Amount shall be reduced from Forty-Two Million Dollars ($42,000,000)to Forty Million Dollars ($40,000,000) and (y) the Inventory Sublimit shall be

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reduced from Twenty-FiveMillion Two Hundred Thousand Dollars ($25,200,000) to Twenty-Four MillionDollars ($24,000,000).  Such reductionsin the Working Capital Facility Commitment Amount shall be applied on a prorata basis as between the Commitments of Lenders to reduce such Commitments.

(b)   Temporary Increase in Inventory AdvanceRate.

Effective on theAmendment Date, Lenders agree to increase temporarily the advance rateapplicable to Eligible Inventory set forth in the definition of “Borrowing Base”contained in Section 1.1 of the Credit Agreement from fifty percent (50%) tofifty five percent (55%).

Without furtheraction by any party, (i) on August 25, 2005, such advance rate shall be reducedto fifty-four percent (54%), (ii) on September 1, 2006, such advance rate shallbe reduced to fifty-three percent (53%), (iii) on September 8, 2006, suchadvance rate shall be reduced to fifty-two percent (52%), (iv) on September 15,2006, such advance rate shall be reduced to fifty-one percent (51%) and (v) onSeptember 22, 2006, such advance rate shall be reduced to fifty percent (50%).

(c)   Borrowing Base Certificates.  With reference to Section 6.1.1(i) of theCredit Agreement, Borrower agrees that, commencing on the Amendment Date,Borrowers’ Representative shall deliver to each Lender and Agent Borrowing BaseCertificates and all supporting schedules and documentation required pursuant to such Section 6.1.1(i) on a weeklybasis by Wednesday of each week (or, if Wednesday is not a Business Day, on thenext day which is a  Business Day)prepared as of the last Business Day of the preceding week; provided, however,that such Borrowing Base Certificates and supporting schedules shall again bedeliverable on a monthly basis in accordance with the provisions of Section 6.1.1(i)after October 31, 2006 so long as (i) no Default or Event of Default hasoccurred and is continuing and (ii) average daily Working Capital FacilityAvailability, determined as of October 31, 2006 for the one month period endingon such date, equals or exceeds Minimum Excess Availability ($8,000,000); provided,further, however,  thatnothing contained herein shall limit the right of Agent to require morefrequent delivery at any time as provided in Section 6.1.1(i).

(d)   Field Audits.   With reference to the last sentence ofSection 6.1.7 of the Credit Agreement, Borrower agrees that commencing on theAmendment Date, Borrower shall be obliged to reimburse Agent on demand (in theamounts specified in such sentence) for field audits conducted on a ninety (90)day audit cycle (rather than a one hundred twenty (120) day audit cycle asprovided therein);  provided, however,that Borrower shall again be required to reimburse Agent for field auditsconducted on a one hundred twenty (120) day audit cycle in accordance with theprovisions of Section 6.1.7  afterOctober 31, 2006 so long as (i) no Default or Event of Default has occurred andis continuing and (ii) average daily Working Capital Facility Availability,determined as of October 31, 2006 for the one month period ending on such date,equals or exceeds Minimum Excess Availability ($8,000,000); provided, further,however,  that nothing containedherein shall limit the right of Agent to be reimbursed for more frequent fieldaudits whenever an Event of Default exists as provided in such Section 6.1.7.

(d)   Financial Covenants.   Borrower’s failure to comply with thefinancial covenants set forth in Section 6.2.4 for the Fiscal Months endingJuly 31, 2006, August 31, 2006 and September 30, 2006 shall not constitute anEvent of Default; provided, however,  that (i) Borrower shall continue to providecalculations of such financial covenants in each Compliance Certificatedelivered to Agent pursuant to Section 6.1.1 of the Credit Agreement and (ii)the financial covenant set forth at Section 6.2.4(a) of the Credit Agreementshall continue to apply for purposes of determining the Applicable Margin.

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# Inducing Representations.  To induce Agent and Lenders to enter intothis Agreement, Borrower hereby represents and warrants that: (i) Borrower isduly authorized to enter into this Agreement, and this Agreement, upon itsexecution by Borrower, Agent and each Lender, will constitute Borrower’s legal,valid and binding obligations enforceable in accordance with its terms againstBorrower; (ii) after giving effect to this Agreement, no Default or Event ofDefault exists; (iii) no present right of setoff, counterclaim, recoupmentclaim or defense exists in Borrower’s favor in respect of its payment orperformance of any Obligations; and (iv) except as modified by this Agreement,all terms of the Credit Agreement and each Loan Document shall remain in fullforce and effect.

# Amendment Fee.   Borrower agrees to pay to Agent on theAmendment Date, for the ratable benefit of Lenders, an amendment fee in theamount of Two Hundred Thousand Dollars ($200,000), which fee shall be fullyearned and non-refundable on the Amendment Date.  Lenders may cause such fee to be paid bymaking  Working Capital Facility Loans toBorrower in the amount thereof.

# Conditions Precedent.  Notwithstanding any provision herein thecontrary, this Amendment shall not become effective and no Lender shall haveany liability hereunder unless and until: (a) Borrower has paid to Agent,  forthe ratable benefit of Lenders, the amendment fee described in Section 4hereof; (b) each of the conditions precedent set forth in Section 4.2 of theCredit Agreement shall be satisfied; (c) Borrower, Agent and Lenders haveexecuted this Amendment; and (d) Borrower has delivered to Agent (i)  a good standing certificate 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 to qualify;(ii) a certificate of the Secretary or an Assistant Secretary of each LoanParty as to resolutions of its Board of Directors authorizing its execution,delivery and performance of this Amendment and the other Loan Documents to beexecuted in connection herewith, each in form and substance satisfactory toAgent and Lenders;  (iii) a mortgage ordeed of trust in favor of Agent, for the ratable benefit of itself and Lenders,in form and substance satisfactory to Agent and Lenders, granting to Agent, forits benefit and the ratable benefit of Lenders, a Liens on the property ownedby Borrower and located at 3411 North Perris Boulevard, Perris, California  92571 and 100 West Sinclair Avenue, Perris,California 92571 (“California Mortgage”); (iv) a commitment from a titleinsurer satisfactory to Agent and Lenders to issue a policy of mortgagee’stitle insurance,  in an amountsatisfactory to Agent and Lenders, with no exceptions for the absence of asurvey of such property and otherwise on terms and conditions satisfactory toAgent and Lenders, insuring the Lien of the California Mortgage; (v) evidencesatisfactory to Agent and Lenders  thatthe property to be encumbered by the California Mortgage does not lie in aflood hazard zone; (vi) evidence of insurance with respect to such property incompliance with the requirements of Section 6.1.5 of the Credit Agreement andthe California Mortgage, (vii) opinion letters dated the Amendment Date fromlegal counsel to Borrower, addressed to Agent and Lender, in form and substancesatisfactory to Agent and Lenders and (viii) such other documents, instrumentsand agreements as Agent may reasonably request.

# Miscellaneous.  Except as otherwise expressly providedherein, but subject to the satisfaction of the conditions precedent set forthin Section 5 hereof,  all modificationsto the Credit Agreement set forth herein shall take effect on the AmendmentDate.  Each existing Loan Document(including, particularly, any Note) shall be deemed modified hereby asnecessary to conform its terms to the terms of the Credit Agreement, asmodified hereby.  This Agreementconstitutes a Loan Document, and shall be governed and construedaccordingly.  This Agreement constitutesthe entire agreement among Agent, Lenders and Borrower relative to the subjectmatter 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 Borrower, Agent and Lenders.  Borrower shall reimburse Agent for all costswhich Agent incurs, including reasonable attorneys fees, in the preparation,negotiation, execution and performance of this Agreement, and the recording ofany Loan Documents in connection herewith.

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IN WITNESSWHEREOF, Agent, Lenders and Borrower have executed this Agreement, by andthrough their respective authorized officers, as of the Amendment Date.
| “Borrower”:         |                   | “Agent” and “Lender”: |                                                   |
|-------------------------------|------------------------|-------------------------------------------|--------------------------------------------------------|
|                          |                   |                                      |                                                   |   |   |
| NATIONAL R.V.  HOLDINGS, INC. |                   | UPS CAPITAL CORPORATION                   |                                                   |
|                          |                   |                                      |                                                   |   |   |
| By:                           | /s/ Thomas J.  Martini |                                      | By:                                                    | /s/John P. Holoway |   |
|                          | Authorized  Officer    |                                      |                                                   | Authorized Officer |   |
|                          |                   |                                      |                                                   |   |   |
|                          |                   |                                      | “Lender”:                                    |   |
|                          |                   |                                      |                                                   |   |   |
| NATIONAL R.V.,  INC.          |                   | WELLS FARGO BANK, NATIONAL                |                                                   |
|                          |                   |                                      | ASSOCIATION,  acting through its Wells                 |   |
|                          |                   |                                      | Fargo Business  Credit operating division, as a Lender |   |
|                          |                   |                                      |                                                   |   |   |
| By:                           | /s/ Thomas J.  Martini |                                      | By:                                                    | /s/ Charles Liles |   |
|                          | Authorized  Officer    |                                      |                                                   | Name: Charlie Liles |   |
|                          |                   |                                      |                                                   | Title: Vice President |   |
|                          |                   |                                      |                                                   |   |   |
| COUNTRY COACH,  INC.          |                   |                                      |                                                   |   |
|                          |                   |                                      |                                                   |   |   |
| By:                           | /s/ Thomas J.  Martini |                                      |                                                   |   |   |
|                          | Authorized  Officer    |                                      |                                                   |   |   |

 

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