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 between
UPS Capital Corporation, as Agent; each Person identified as a “Lender” on the
signature page hereof; and each Person identified as “Borrower” on the
signature page hereof, as borrowers (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 12, 2005 (which, as it has
been, 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 agent
for the Lenders (in such capacity, the “Agent”).  Now, therefore, in consideration of the
mutual promises contained herein and in the Loan Agreement, the receipt and
sufficiency of which are hereby acknowledged, Agent, Lenders and Borrower, each
intending to be legally bound, agree as follows:


 


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


 


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


 


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


 


3.             Inducing Representations.  To induce
Agent and Lenders 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, Agent and each 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.


 


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 Agent, Lenders 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, Agent and Lenders.  Borrower shall reimburse Agent for all costs
which Agent 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, Agent, Lenders and Borrower have executed this Agreement, by and
through 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