**Exhibit 10.2**

 

**LOAN MODIFICATION AGREEMENT NO. 1**

 

Preamble:  This Loan Modification Agreement (this “Agreement”),dated as of October 4, 2005 (the “Effective Date”), is made betweenUPS Capital Corporation, as Agent; each Person identified as a “Lender” on thesignature page hereof; and each Person identified as “Borrower” on thesignature page hereof, as borrowers (individually and collectively, the “Borrower”),for the purpose of amending or otherwise modifying the terms of that certainLoan and Security Agreement, dated as of August 12, 2005 (which, as it hasbeen, or hereafter may be, modified or amended, the “Loan Agreement”),among Borrower, 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 Loan Agreement, the receipt andsufficiency of which are hereby acknowledged, Agent, Lenders and Borrower, eachintending to be legally bound, agree as follows:

 

# 1.             Definitions.  Capitalized terms used herein,but not expressly defined themselves herein, shall have the meanings given tosuch terms in the Loan Agreement.

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# 2.             Loan Modifications.  Agent,Lenders and Borrowers agree to modify Section 1.1 of the LoanAgreement by deleting the definition of “Condition Precedent Material AdverseChange” in its entirety and replacing it with the following:

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“Condition PrecedentMaterial Adverse Change” means a material adverse change in thecondition (financial or otherwise), operations, performance, business,properties or prospects of the Borrowers and their Subsidiaries, taken as awhole, which has resulted in a decrease in the aggregate Net Worth of Borrowersand their Subsidiaries to an amount less than $50,000,000.

 

# 3.             Inducing Representations.  To induceAgent and Lenders to enter into this Agreement, Borrower hereby represents andwarrants that: (i) Borrower is duly authorized to enter into this Agreement,and this Agreement, upon its execution by Borrower, Agent and each Lender, willconstitute Borrower’s legal, valid and binding obligations enforceable inaccordance with its terms against Borrower; (ii) after giving effect tothis Agreement, no Event of Default exists; (iii) no present right ofsetoff, counterclaim, recoupment claim or defense exists in Borrower’s favor inrespect of its payment or performance of any Obligations; and (iv) exceptas modified by this Agreement, all terms of the Loan Agreement and each LoanDocument shall remain in full force and effect.

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# 4.             Miscellaneous.  Except as otherwise expresslyprovided herein, all modifications to the Loan Agreement set forth herein shalltake effect on the Effective Date.  Eachexisting Loan Document (including, particularly, any Note) shall be deemedmodified hereby as necessary to conform its terms to the terms of the LoanAgreement, as modified hereby.  ThisAgreement constitutes a Loan Document, and shall be governed and construedaccordingly.  This Agreement constitutesthe entire agreement between Agent, Lenders 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 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 Effective Date.

 

 
| “Borrower”:         | “Agent” and “Lender”:     |
|-------------------------------|-----------------------------------------------|
|                          |                                          |
| NATIONAL R.V. HOLDINGS,  INC. | UPS CAPITAL CORPORATION                       |
|                          |                                          |
|                          |                                          |
| By:                           |   /s/ Thomas  J. Martini            |   | By: |   /s/ John P.  Holloway |
|                          |   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            |   |   |   |
|                          |   Authorized  Officer               |   |   |   |
|                          |                                          |
|                          | By:                                           |  /s/ Charlie Liles |
|                          |                                          | Name:  Charlie  Liles |
| COUNTRY COACH, INC.           |                                          | Title:  Vice President |
|                          |                                          |
|                          |                                          |
| By:                           |   /s/ Thomas  J. Martini            |   |   |   |
|                          |   Authorized  Officer               |   |   |   |
|                               |                                               |  |  |  |  |  |

 

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