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                        LOAN MODIFICATION AGREEMENT NO. 2        Exhibit 10.1

     Preamble: This Loan Modification Agreement (this "Agreement"),  dated as of
September 24, 2004   (the  "Effective   Date"),  is  made  between  UPS  Capital
Corporation,  as lender (the "Lender"), and each Person identified as "Borrower"
on the signature page(s) hereof, as borrower(s)  (individually and collectively,
the "Borrower"), for the purpose of amending or otherwise 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 to date, or
hereafter may be, modified or amended,  is called herein the "Loan  Agreement").
Now, therefore,  in consideration of the mutual promises contained herein and in
the  Loan   Agreement,   the  receipt  and   sufficiency  of  which  are  hereby
acknowledged, Lender and Borrower, each intending to be legally bound, agrees as
follows:

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

     2.   Loan  Modification.  Lender  and  Borrower  agree to  modify  the Loan
          Agreement by deleting  Section 7.2 (Capital  Expenditures) of the Loan
          Agreement in its entirety and replacing it with the following:

          7.2  Capital Expenditures.  Holdings and its Consolidated Subsidiaries
               shall not expend, in Capital Expenditures, more than Four Million
               Dollars ($4,000,000), in the aggregate, for all such expenditures
               in any one Fiscal Year.  Notwithstanding the foregoing,  Holdings
               and/or  its  Consolidated  Subsidiaries  may  expend,  in Capital
               Expenditures,  up to Ten  Million  Dollars  ($10,000,000)  in the
               aggregate,  for all such  expenditures  in Fiscal  Year 2004.  In
               addition,  in  the  event  that  Holdings  and  its  Consolidated
               Subsidiaries  expends,  in  Capital  Expenditures,  less than Ten
               Million  Dollars  ($10,000,000)  in the  aggregate,  for all such
               expenditures during Fiscal Year 2004, then the difference between
               Ten Million  Dollars  ($10,000,000)  and the actual amount of all
               such Capital  Expenditures  in Fiscal Year 2004 shall be added to
               the Four  Million  Dollar  ($4,000,000)  limitation  for  Capital
               Expenditures  for Fiscal Year 2005, so that the maximum amount of
               permitted  Capital  Expenditures for Fiscal Year 2005 will be the
               sum of (i)  Four  Million  Dollars  ($4,000.000),  plus  (ii) the
               difference  between Ten  Million  Dollars  ($10,000,000)  and the
               actual  amount of all Capital  Expenditures  of Holdings  and its
               Consolidated  Subsidiaries  for Fiscal Year 2004. As used herein,
               "Capital  Expenditures"  shall  mean  all  expenditures  made  in
               respect  of the  cost  of any  fixed  asset  or  improvement,  or
               replacement,  substitution,  or addition thereto, having a useful
               life of more than one (1) year,  including,  without  limitation,
               those  arising  in   connection   with  the  direct  or  indirect
               acquisition of such assets by way of increased product or service
               charges or offset items or in  connection  with  Capital  Leases.
               Notwithstanding   the   foregoing,   for  purposes  of  measuring
               Holdings' and its Consolidated  Subsidiaries' compliance with the
               limitations on Capital Expenditures in this Section 7.2, any cash
               proceeds received from the sale of fixed assets during any Fiscal
               Year shall  reduce and offset the amount of Capital  Expenditures
               for Holdings and its  Consolidated  Subsidiaries  for that Fiscal
               Year. "Capital Leases" shall mean any leases of property that, in
               accordance  with GAAP,  should be reflected as liabilities on the
               balance sheet of a Person.

     3.   Inducing  Representations.   To  induce  Lender  to  enter  into  this
          Agreement,  Borrower hereby represents and warrants that: (i) Borrower
          is duly authorized to enter into this  Agreement,  and this Agreement,
          upon its execution by Borrower and Lender, will constitute  Borrower's
          legal,  valid and binding  obligations  enforceable in accordance with
          its  terms  against  Borrower;   (ii)  after  giving  effect  to  this
          Agreement,  no Event of  Default  exists;  (iii) no  present  right of
          setoff,   counterclaim,   recoupment,   claim  or  defense  exists  in
          Borrower's  favor in respect  of its  payment  or  performance  of any
          Obligations;  and (iv) except as modified by this Agreement, all terms
          of the Loan  Agreement  and each Loan  Document  shall  remain in full
          force and effect.

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

     IN WITNESS  WHEREOF,  Lender and Borrower have executed 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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