EXHIBIT 4.1

                       AMENDMENT NO. 1 TO CREDIT AGREEMENT

     This Amendment No. 1 to Credit Agreement  ("Amendment") dated as of January
30, 2004 by and among the lenders signatories hereto ("Banks"), Comerica Bank as
agent for the Banks (in such capacity,  "Agent"), and Starcraft Corporation,  an
Indiana corporation ("Company").

                                    RECITALS

     A. Company and Banks entered into that certain Credit Agreement dated as of
January 16, 2004 ("Agreement").

     B. The parties desire to amend the Agreement.

     NOW, THEREFORE, the parties agree that the Agreement is amended as follows:

     1.  Section  13.10 of the  Agreement  is amended to read in its entirety as
follows:

          "13.10  Amendment and Waiver.  No amendment or waiver of any provision
     of this Agreement or any other Loan Document,  nor consent to any departure
     by  Company or any  Guarantor  therefrom,  shall in any event be  effective
     unless the same shall be in writing and signed by the Majority Banks (or by
     the  Agent at the  written  request  of the  Majority  Banks)  or,  if this
     Agreement expressly so requires with respect to the subject matter thereof,
     by all Banks (and,  with respect to any amendments to this Agreement or the
     other Loan  Documents,  by Company or the Guarantors  which are signatories
     thereto),  and then such waiver or consent  shall be effective  only in the
     specific  instance and for the specific purpose for which given;  provided,
     however,  (X) that no  amendment,  waiver or  consent  shall  increase  the
     Percentage or the stated commitment  amounts  applicable to any Bank unless
     approved,  in  writing,  by the  affected  Bank and (Y) that no  amendment,
     waiver or consent shall,  unless in writing and signed by all the Banks, do
     any of the  following:  (a) reduce the  principal  of, or interest  on, any
     outstanding  Indebtedness or any Fees or other amounts  payable  hereunder,
     (b) postpone  any date fixed for any payment of  principal  of, or interest
     on,  any  outstanding  Indebtedness  or any Fees or other  amounts  payable
     hereunder,  (c) waive any Event of Default  specified in Section  9.1(a) or
     Section 9.1(b) hereof, (d) except as expressly permitted hereunder or under
     the Collateral Documents,  release or defer the granting or perfecting of a
     lien or security  interest in all or substantially all or any material part
     of the  Collateral  (other than the  release or  deferral of any  leasehold
     mortgage  which  shall be approved  by the  Majority  Banks) or release any
     guaranty or similar  undertaking  provided by any Person,  provided however
     that Agent  shall be  entitled  to release  any  Collateral  or guaranty in
     connection  with any sale or other  transfer  by Company or any  Subsidiary
     which is  permitted  under the terms of this  Agreement  or the other  Loan
     Documents  without notice to or any further action or consent of the Banks,
     (e)  terminate or modify any indemnity  provided to the Banks  hereunder or
     under the other  Loan  Documents,  except as shall be  otherwise  expressly

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     provided in this Agreement or any other Loan Document,  (f) take any action
     which  requires the approval or consent of all Banks  pursuant to the terms
     of this Agreement or any other Loan Document, or (h) change the definitions
     of "Borrowing Base", "Percentage",  "Majority Banks" or this Section 13.10.
     Notwithstanding the foregoing,  (A) no amendment,  waiver or consent, shall
     unless  signed by all Banks,  modify or change  Sections  7.9 through  7.13
     inclusive, at any time when there are two or fewer Banks; (B) no amendment,
     waiver or consent  shall,  unless in writing signed by the Swing Line Bank,
     do any of the  following:  (x) reduce the principal of, or interest on, the
     Swing Line Note or (y) postpone any date fixed for any payment of principal
     of, or  interest  on, the Swing Line Note;  (C) no  amendment,  waiver,  or
     consent shall, unless in writing and signed by the Issuing Bank, affect the
     rights or duties of the  Issuing  Bank  under  Article 3 hereof  and (D) no
     amendment,  waiver,  or consent shall,  unless in writing and signed by the
     Agent in  addition  to all the  Banks,  affect  the rights or duties of the
     Agent under this  Agreement or any other Loan  Document.  All references in
     this  Agreement to "Banks" or "the Banks" shall refer to all Banks,  unless
     expressly stated to refer to Majority Banks (or the like)."

     2. Company hereby  represents and warrants that, after giving effect to the
amendments  contained  herein,  (a) execution,  delivery and performance of this
Amendment and any other documents and instruments  required under this Amendment
or the Agreement are within Company's powers, have been duly authorized, are not
in contravention  of law or the terms of the Company's  Articles of Organization
or  Operating  Agreement  and do not  require  the  consent or  approval  of any
governmental  body,  agency,  or  authority;  and this  Amendment  and any other
documents and instruments  required under this Amendment or the Agreement,  will
be valid and binding in accordance with their terms; (b) the representations and
warranties  of Company set forth in Sections 6.1 through  6.23 of the  Agreement
are true and correct in all material  respects on and as of the date hereof with
the same  force and effect as if made on and as of the date  hereof;  and (c) no
Event of Default,  or condition or event which, with the giving of notice or the
running  of time,  or both,  would  constitute  an Event of  Default  under  the
Agreement, has occurred and is continuing as of the date hereof.

     3. This  Amendment  shall be effective  upon  execution  hereof by Company,
Agent and the Banks.

     4. This  Amendment  may be signed in any  number of  counterparts,  each of
which when so executed and delivered  shall be deemed an original,  but all such
counterparts together shall constitute but one and the same instrument.

     5.  Capitalized  terms not defined  herein shall have the meanings given to
them in the Agreement.



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     WITNESS  the  due  execution  hereof  as of the day and  year  first  above
written.

COMERICA BANK, as Agent                     STARCRAFT CORPORATION



By: /s/ Michael H. Cliff                    By: /s/ Joseph E. Katona, III
   ---------------------------------           --------------------------------
         Michael H. Cliff

Its: Vice President                         Its: Chief Financial Officer




BANKS:                                      COMERICA BANK



                                            By: /s/ Michael H. Cliff
                                               ---------------------------------
                                                 Michael H. Cliff

                                            Its: Vice President