**Exhibit10.3**

**LOANMODIFICATION AGREEMENT NO. 5**

Preamble:  This Loan Modification Agreement (this “Agreement”),dated as of May 22, 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 the 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.        Consentto Sale and Leaseback of Perris Property. Notwithstanding the prohibitions set forth in Sections 6.2.8 and 6.2.10of the Credit Agreement, the Agent and the Lenders hereby consent to (a)Holdings’ sale of its real property located at 3411 North Perris Boulevard,Perris, California 92571 (the “North Perris Property”) and 100 WestSinclair Avenue, Perris, California 92571 (the “West Sinclair Property”;the North Perris Property and the West Sinclair Property are hereinafterreferred to collectively as the “Perris Property”) to First Industrial,L.P., a Delaware limited partnership (“Purchaser”), in exchange for apurchase price, net of all fees and expenses payable by the Borrowers, of notless than Thirty Million Dollars ($30,000,000) (the “Release Amount”)and (b) NRV’s lease of the Perris Property from Purchaser immediately followingthe consummation of the sale described in the foregoing clause (a) (such saleand lease are hereinafter collectively referred to as the “PerrisSale/Leaseback”); subject, however, to the satisfaction ofthe following conditions (the “Consent Conditions”) as determined by theAgent in its sole discretion: (i) prior to the consummation of the PerrisSale/Leaseback, the Borrowers, the Lenders and the Agent shall have executedthis Agreement and each of the conditions precedent to the effectiveness hereofset forth in Section 9 hereof shall have been satisfied; (ii) the Borrowersshall have delivered to the Agent and the Lenders one or more landlord waiversexecuted by Purchaser with respect to the Perris Property, which shall besatisfactory in form and substance to the Agent and the Lenders; (iii) theBorrowers shall have delivered to the Agent and the Lenders true, correct andcomplete copies of all documents pertaining to the Perris Sale/Leaseback(including, without limitation, each lease that will be signed by NRV and Purchaserwith respect to the Perris Property), certified as such by an officer ofHoldings, all of which shall be satisfactory in form and substance to the Agentand the Lenders; (iv) the Release Amount shall have been paid to the Agent inaccordance with the terms of that certain Escrow Agreement dated on or aboutthe date hereof by and among the Agent, the Borrowers, First American TitleInsurance Company and Purchaser (as amended, restated, supplemented orotherwise modified from time to time, the “Escrow Agreement”) and suchRelease Amount shall have been applied by the Agent (x) first, to fund the CashCollateral (as defined in Section 3 hereof) that is required to be deposited bythe Borrowers with the Agent pursuant to

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# Section 3 hereof,(y) second, in payment of all outstanding Working Capital Facility Loans andother Obligations, and (z) third, the balance, if any, of such Release Amountshall be made available to the Borrowers and used by the Borrowers for generalworking capital purposes (and the Borrowers hereby consent to and direct theapplication of the Release Amount as provided hereinabove); (v) after givingeffect to the application of the Release Amount to the Working Capital FacilityLoans as contemplated by the foregoing clause (iv), the outstanding principalbalance of the Working Capital Facility Loans shall be $0; and (vi) aftergiving effect to the issuance of the Letters of Credit (as such term is definedin the Escrow Agreement), as contemplated by the Escrow Agreement, the aggregateoutstanding amount of Letter of Credit Obligations shall not exceed the Letterof Credit Sub-Facility Amount (as such term is defined in the Credit Agreement,as amended by this Agreement).

# The foregoing consent is limited to the PerrisSale/Leaseback and shall not be deemed to be a consent to any other matterprohibited pursuant to the Credit Agreement or a waiver of any Default or Eventof Default.  Such consent shall be voidand of no further force or effect on May 31, 2007, unless on or prior to suchdate each of the conditions specified in the first sentence of this Section 2has been satisfied and the Perris Sale/Leaseback has been consummated.

# Subject to the satisfaction of the Consent Conditions,the Agent and the Lenders agree to release the Agent’s liens on the PerrisProperty.  Except for its release of itsliens on the Perris Property, the Agent shall retain all of its liens upon,security interests in and security title and claims to all other property of theBorrowers or any other Person that secures the whole or any part of theObligations owing to the Agent and the Lenders by the Borrowers.

# Notwithstanding anything in Section 3.10.2 of theCredit Agreement to the contrary, the Agent and the Lenders hereby agree thatthe Letters of Credit may be issued to support the payment and performance ofNRV’s obligations to Purchaser arising under or in connection with the leasesexecuted in connection with the Perris Sale/Leaseback.  Except as otherwise expressly providedherein, the Borrowers agree and acknowledge that the Letters of Credit shall besubject in all respects to all of the terms and conditions of the CreditAgreement applicable to Letters of Credit, including, without limitation,Section 3.10.4 of the Credit Agreement.

# 3.        CashCollateral.  In order to induce theAgent and the Lenders to consent to the Perris Sale/Leaseback, and as acondition precedent to the effectiveness of such consent, the Borrowers haveagreed to deposit $7,500,000 in immediately available funds with the Agent(such funds, together with all other assets and property at any time depositedin or credited to the Securities Account (as defined below), and all proceedsof such funds and other assets and property (including, without limitation, alldividends or other income resulting from the Agent’s investment thereof),collectively, the “Cash Collateral”), which Cash Collateral shall beheld by the Agent, for itself and the Lenders, in a securities account (the “SecuritiesAccount”) maintained by the Agent with Wells Fargo InstitutionalSecurities, LLC (“WFI”) as security for the Borrowers’ payment andperformance of the Obligations.  The CashCollateral shall be funded by application of a portion of the Release Amountpursuant to Section 2 hereof.  NeitherBorrower shall have the right to receive or withdraw any Cash Collateral untilthe Obligations are repaid in full in cash and the Credit Agreement hasterminated.  Each Borrower herebyconfirms the Agent’s continuing security interest in the Cash Collateral and,for the elimination of doubt, hereby grants the Agent, for itself and theLenders, a security interest in all of such Borrower’s respective right, titleand interest in

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# and to the Cash Collateral as security for the Obligations.  The Borrowers acknowledge and agree that,while a Default or Event of Default exists, the Agent may from time to timeliquidate or otherwise dispose of the Cash Collateral and apply all or anyportion of the Cash Collateral to the Obligations without prior notice toeither Borrower; provided, however, following each application of all or anyportion of the Cash Collateral to the Obligations, the Agent agrees to give theBorrowers prompt notice thereof (but neither the Agent nor any Lender shall beliable to either Borrower for any delay or failure in providing any suchnotice).  The Borrowers hereby expresslyauthorize the Agent to invest and reinvest the Cash Collateral in the WellsFargo Advantage Prime Investment Money Market Funds (Ticket Symbol: PIIXX).  None of the Agent, any Lender or WFI shall beresponsible or liable to the Borrowers in any respect for the selection,quality or maturity of such investments, for the timely investment orreinvestment of the Cash Collateral, or for any losses incurred with respectthereto.

# 4.        Increasein Letter of Credit Sub-Facility Amount. The Letter of Credit Sub-Facility limit shall be increased from ThreeMillion Dollars ($3,000,000) to Six Million Dollars ($6,000,000).  In furtherance of the foregoing, the definitionof “Letter of Credit Sub-Facility Amount” set forth in Section 1.1 of theCredit Agreement shall be deemed to be amended to read as follows:

“Letter of CreditSub-Facility Amount” means Six Million Dollars ($6,000,000).

# 5.        ServiceFee.  Section 2.4 of the CreditAgreement is hereby amended by deleting subsection (d) thereof in its entiretyand substituting the following new subsection (d) in lieu thereof:

(d)           TheBorrowers agree to pay to the Agent, for its own account, in connection withthe Agent’s continuing administration of the credit facility provided forherein, a nonrefundable service fee of $3,500 per month, payable monthly inarrears on each Monthly Payment Date and on the Working Capital FacilityMaturity Date; provided, however, that each such service feeshall be deemed to be fully earned by the Agent on the Monthly Payment Dateimmediately preceding the date such feeis required to be paid.

# 6.        Amendmentof EBITDA Covenant.  Section 6.2.4 ofthe Credit Agreement is hereby amended to read as follows:

### Section 6.2.4               Minimum EBITDA.

### (a)                 The Borrowers andits Subsidiaries will achieve EBITDA for each measurement period specifiedbelow of not less than the amount set forth opposite such measurement period.

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** **

| Measurement Period                                                                                  | ** ** | **Minimum EBITDA** | ** **  |
|----------------------------------------------------------------------------------------------------------|------------|-------------------------|-------------|
|                                                                                                     |       |                    |        |
| Fiscal Month of  May, 2007                                                                               |       | $                       | (2,216,400  | ) |
|                                                                                                     |       |                    |        |
| Period of two  consecutive Fiscal Months ending on the last day of the Fiscal Month of June,  2007       |       | $                       | (4,324,800  | ) |
|                                                                                                     |       |                    |        |
| Period of three  consecutive Fiscal Months ending on the last day of the Fiscal Month of July,  2007     |       | $                       | (6,381,000  | ) |
|                                                                                                     |       |                    |        |
| Period of four  consecutive Fiscal Months ending on the last day of the Fiscal Month of  August, 2007    |       | $                       | (7,743,000  | ) |
|                                                                                                     |       |                    |        |
| Period of five  consecutive Fiscal Months ending on the last day of the Fiscal Month of  September, 2007 |       | $                       | (9,325,000  | ) |
|                                                                                                     |       |                    |        |
| Period of six  consecutive Fiscal Months ending on the last day of the Fiscal Month of  October, 2007    |       | $                       | (10,489,800 | ) |
|                                                                                                     |       |                    |        |
| Period of seven  consecutive Fiscal Months ending on the last day of the Fiscal Month of  November, 2007 |       | $                       | (11,785,800 | ) |
|                                                                                                     |       |                    |        |
| Period of eight  consecutive Fiscal Months ending on the last day of the Fiscal Month of  December, 2007 |       | $                       | (13,086,600 | ) |

 

(b)                ByNovember 30, 2007,****the Borrowerswill provide to the Agent updated financial projections in form and detailreasonably satisfactory to the Agent and the Required Lenders for the 2008Fiscal Year.  The Borrowers and theRequired Lenders shall use such projections in order to establish financialcovenants based on minimum EBITDA for Fiscal Year 2008.  Any failure by the Borrowers to deliver suchprojections by such deadline shall constitute an Event of Default.  Additionally, on or prior to December 31 ofeach year, the Borrowers and the Required Lenders shall agree among themselvesas to minimum EBITDA requirements (including amounts, measurement dates andmeasurement periods) for the following Fiscal Year; provided, however,that if the Borrowers and the Required Lenders are unable to agree on suchrequirements in writing by such date, then such requirements shall be determinedby the Required Lenders in their credit judgment.

(c)                 Notwithstandinganything in this Section 6.2.4 to the contrary, irrespective of theactual minimum EBITDA requirements agreed to in writing by the Borrowers andthe Required Lenders or, in the absence

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of any such agreement, as determined by the Required Lenders in theircredit judgment pursuant to this Section 6.2.4, the failure of theBorrowers to comply with the minimum EBITDA covenant that is being tested as ofany date (each, an “EBITDA Test Date”) shall not constitute an Event ofDefault if the average daily sum of all Obligations (including, withoutlimitation, the aggregate outstanding principal amount of Working CapitalFacility Loans and the aggregate outstanding amount of Letter of CreditObligations), as determined by the Agent as of the last day of the Fiscal Monthimmediately following such EBITDA Test Date for the Fiscal Month then ending,is less than $10,000,000; provided, however, that the Borrowersshall continue to provide calculations of such financial covenant in eachCompliance Certificate delivered to the Agent pursuant to Section 6.1.1.

# 7.        Amendment of CapitalExpenditures Covenant.  Section 6.2.5of the Credit Agreement is hereby amended to read as follows:

### Section 6.2.5               CapitalExpenditures.  The Borrowers willnot, and will not permit its Subsidiaries to, make or commit to makeConsolidated Capital Expenditures during the 2007 Fiscal Year in an aggregateamount greater than Two Million Dollars ($2,000,000).  On or prior to December 31 of each year, theBorrowers and the Required Lenders shall agree among themselves as to themaximum Consolidated Capital Expenditure limit for the following Fiscal Year; provided,however, that if the Borrowers and the Required Lenders are unable toagree on such limit in writing by such date, then such limit shall bedetermined by the Required Lenders in their credit judgment.

# 8.        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 and the consummation of the PerrisSale/Leaseback, no Default or Event of Default exists; (c) no present right ofsetoff, counterclaim, recoupment claim or defense exists in such Borrower’sfavor in respect of its payment or performance of any Obligations; and (d)except as modified by this Agreement, all terms of the Credit Agreement andeach Loan Document shall remain in full force and effect.

# 9.        Conditions Precedent.  Notwithstanding any provision herein thecontrary, this Agreement shall not become effective, and neither the Agent norany Lender shall have any liability hereunder, unless and until each of thefollowing conditions precedent is satisfied in a manner and pursuant todocumentation satisfactory to the Agent in its sole discretion:

## 9.1           the Borrowers, the Agent and the Lendershave executed this Agreement;

## 9.2           the Agent shall have received a true,correct and complete copy of all documentation in connection with the PerrisSale/Leaseback, certified as such by an officer of

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## Holdings, and the Agent shall have received evidence satisfactory tothe Agent that the Perris Sale/Leaseback has been consummated on terms andconditions satisfactory to the Agent;

## 9.3           the Agent shall have received a fullyexecuted copy of the Escrow Agreement; and

## 9.4           such other documents, instruments andagreements as the Agent may request in its discretion.

Without limiting theforegoing, each Borrower acknowledges and agrees that this Agreement and thePerris Sale/Leaseback are intended to be consummated simultaneously.

# 10.      Release.  Each Borrower hereby absolutely andunconditionally releases and forever discharges the Agent and each Lender, andany and all participants, parent corporations, subsidiary corporations,affiliated corporations, insurers, indemnitors, successors and assigns of theAgent and each Lender, together with all of the present and former directors,officers, agents, attorneys and employees of any of the foregoing, from any andall claims, demands or causes of action of any kind, nature or description,whether arising in law or equity or upon contract or tort or under any state orfederal law or otherwise, which any Borrower has had, now has or has made claimto have against any such Person for or by reason of any act, omission, matter,cause or thing whatsoever arising from the beginning of time to and includingthe date of this Agreement, whether such claims, demands and causes of actionare matured or unmatured or known or unknown.

# 11.      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 Borrowers, 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 anyrelated Loan Documents, and the recording of any Loan Documents in connectionherewith.

[REMAINDER OF PAGEINTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS]

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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  the Agent and the sole Lender |
|   |                                                                        |                                   |
|   | By:                                                                         | /s/ Charles F.  Liles                  |
|   |                                                                        |  Charles F. Liles, Vice President |
|        |                                                                             |                                        |  |  |  |  |

 

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