Confidential portions of this document indicated by ***** have been omitted and filed separately with the Commission AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING (Amendment No. 5)

EXHIBIT 10:24

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AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR WHOLESALE

FINANCING

(Amendment No. 5)

This Amendment to Agreement for Wholesale Financing (“Amendment”) is made by and between Deutsche Financial Services Corporation (“DFS”) and Featherlite, Inc. (f/k/a Featherlite Mfg., Inc. (“Dealer”).

WHEREAS, DFS and Dealer entered into that certain Amended and Restated Agreement for Wholesale Financing dated October 6, 1997, as amended (“Agreement”); and

WHEREAS, DFS and Dealer desire to amend the Agreement as provided herein.

FOR VALUE RECEIVED, the Agreement is amended to include the following provisions as if they were originally set forth therein:

1. Amendment/New Motor Coach Wholesale Credit Facility. Paragraph 1 of the Agreement is deleted and amended to read in its entirety as follows:

“1. New Motorcoach Wholesale Credit Facility. Subject to the terms of this Agreement, DFS will extend credit to Dealer for the purpose of financing completed motorcoaches manufactured by Dealer (each a “New Motorcoach”) up to a maximum outstanding principal balance of Twelve Million Five Hundred Thousand Dollars ($12,500,000.00) or such greater or lesser amount as DFS may from time to time establish in its sole discretion (“Wholesale Facility”). The Wholesale Facility will be subject to the following terms:

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manufacturer’s written release of its lien in said chassis. DFS must have a first perfected security interest in each New Motor Coach financed, including the chassis, and all proceeds thereof.

2. Amendment/Used RV Inventory Revolving Credit Facility. Paragraph 2 of the Agreement is deleted and amended to read in its entirety as follows:

“2. Used RV Inventory and New Motor Coach Revolving Credit Facility. From time to time, DFS may provide Dealer with financing for Dealer’s inventory of Used RVs and certain New Motor Coaches on the following terms:

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2.4.1 Used RVs. Used RVs for which Dealer may request a loan must be the current model year or no more than ten (10) model years prior to the current model year (provided, however, for the initial advance under the Revolving Credit Facility, DFS may consider certain older Used RVs to be eligible for loans without waiving DFS’ rights hereunder), subject to the limitations of the Loan Value, in good physical and mechanical condition, and subject to DFS’ approval. Each Used RV for which the Dealer’s acquisition date is more than 365 days from the date of determination shall not be eligible for use in determining the aggregate Loan Value. DFS reserves the right to limit its advances with respect to any Used RV for which financing is requested and to limit the aggregate amount of advances made with respect to all Used RVs.

2.4.2 New Motor Coaches. New Motor Coaches for which Dealer may request a loan must be at least 366 days old and no more than 720 days old, in each case as measured from the documented date of completion of manufacture (provided, however, for the initial advance under the Revolving Credit Facility, DFS may consider certain older New Motor Coaches to be eligible for loans without waiving DFS’ right hereunder). Each New Motor Coach for which the documented date of completion of manufacture is more than 720 days from the date of determination shall not be eligible for use in determining the aggregate Loan Value. DFS reserves the right to limit its advances with respect to any New Motor Coach for which financing is requested and to limit the aggregate amount of advances made with respect to all New Motor Coaches.

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“Applicable Valuation” means:

(a) for any Used RV, the used wholesale value as provided in the most current edition of the MADA Recreation Vehicle Appraisal Guide, excluding adjustments for the value of any added accessories, and if the Used RV is not listed in said guide, the estimated wholesale value of said Used RV, subject to DFS’ review and concurrence with such amount;

and

(b) for New Motor Coaches the actual cost to manufacture said New Motor Coach, subject to DFS’ review and concurrence with such amount.

“Daily Contract Balance” means the amount of the outstanding principal debt which Dealer owes to DFS on the Revolving Credit Facility at the end of each day after DFS has credited the payments which it has received on the Revolving Credit Facility.

“Daily Revolver Rate” means the quotient of the applicable annual rate provided herein with respect to the Revolving Credit Facility divided by 360.

“Loan Value” means with respect to each Used RV and each New Motor Coach, seventy percent (70%) of the Applicable Valuation.

“Prime Rate” as used in this Agreement and on any Statement of Transaction means the highest prime, base or reference rate of interest publicly announced from time to time whether or not charged in each instance by JP Morgan Chase Bank (or any successor thereof), and such rate in effect on the last business day of any calendar month will be the Prime Rate for the following calendar month; provided, however, that at such times that the Prime Rate is less than six and one-half percent (6.5%), the Prime Rate applicable to Dealer’s financing programs will be one-forth of one percent (0.25% or 25 basis points) higher than the Prime Rate.

“Used RV” means a recreational vehicle, including but not limited to, travel trailers, camping trailers, motorhomes, mini motorhomes, truck campers and van conversions, which has been (i) previously sold at retail, or (ii) registered or titled in any state with the appropriate state authorities in accordance with applicable state laws.”

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3. Amendment of Financial Covenants. Paragraph 13.1 of the Agreement is deleted and amended to read in its entirety as follows:

(i) as of the last day of the fiscal quarter ending June 30, 2002, a Tangible Net Worth and Subordinated Debt in the combined amount of not less than THIRTEEN MILLION DOLLARS ($13,000,000.00).

(ii) as of the last day of each fiscal quarter ending September 30, 2002, through December 31, 2002, a Tangible Net Worth and Subordinated Debt in the combined amount of not less than FOURTEEN MILLION DOLLARS ($14,000,000.00).

(iii) as of the last day of each fiscal quarter ending March 31, 2003, and as of the last day of each fiscal quarter thereafter, a Tangible Net Worth and Subordinated Debt in the combined amount of not less than FIFTEEN MILLION DOLLARS ($15,000,000.00).

(i) as of the last day of the fiscal quarter ending June 30, 2002, a ratio of Debt minus Subordinated Debt to Tangible Net Worth and Subordinated Debt of not more than SIX to ONE (6:1).

(ii) as of the last day of each fiscal quarter ending September 30, 2002, and as of the last day of each fiscal quarter thereafter, and at all times thereafter, a ratio of Debt minus Subordinated Debt to Tangible Net Worth and Subordinated Debt of not more than FIVE to ONE (5:1).

(i) as of the last day of the fiscal quarter ending June 30, 2002, a ratio of Current Tangible Assets to current liabilities of not less than ONE to ONE (1:1).

(ii) as of the last day of each fiscal quarter ending September 30, 2002, and as of the last day of each fiscal quarter thereafter, a ratio of Current Tangible Assets to current liabilities of not less than ONE and TWO-TENTHS to ONE (1.2:1).

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For purposes of this paragraph: (i) “Tangible Net Worth” means the book value of Dealer’s assets less liabilities, excluding from such assets all intangibles; (ii) “Intangibles” means and includes general intangibles (as that term is defined in the Uniform Commercial Code); accounts receivable and advances due from officers, directors, employees, stockholders and affiliates; leasehold improvements net of depreciation; licenses; good will; prepaid expenses; escrow deposits; covenants not to compete; the excess of cost over book value of acquired assets; franchise fees; organizational costs; finance reserves held for recourse obligations; capitalized research and development costs; and such other similar items as DFS may from time to time determine in DFS’ sole discretion; (iii) “Debt” means all of Dealer’s liabilities and indebtedness for borrowed money of any kind and nature whatsoever, whether direct or indirect, absolute or contingent, and including obligations under capitalized leases, guaranties or with respect to which Dealer has pledged assets to secure performance, whether or not direct recourse liability has been assumed by Dealer; (iv) “Subordinated Debt” means all of Dealer’s Debt which is subordinated to the payment of Dealer’s liabilities to DFS by an agreement in form and substance satisfactory to DFS; and (v) “Current Tangible Assets” means Dealer’s current assets less, to the extent otherwise included therein, all intangibles. The foregoing terms will be determined in accordance with generally accepted accounting principles consistently applied, and, if applicable, on a consolidated basis.”

4. Amendment/Termination. Paragraph 19 of the Agreement is deleted and amended to read in its entirety as follows:

“19.Termination/Right of First Refusal. Dealer may not terminate this Agreement prior to June 30, 2004; provided however, that Dealer may terminate this Agreement prior to such date if Dealer provides DFS with 120 days prior written notice and pays a fee to DFS of one percent (1%) of the maximum amount of the credit facilities provided under this Agreement. DFS may terminate this Agreement at any time. If DFS elects to terminate this Agreement, Dealer agrees that if Dealer; (a) is not in default hereunder, 90 days prior notice of termination is reasonable and sufficient (although this provision shall not be construed to mean that shorter periods may not, in

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particular circumstances, also be reasonable and sufficient); or (b) is in default hereunder, no prior notice of termination is required. Dealer will not be relieved from any obligation to DFS arising out of DFS’ advances or commitments made before the effective termination date of this Agreement. It is understood that Dealer may elect to terminate this Agreement in its entirety only, no section or lending facility may be terminated singly. DFS will retain all of its rights, interests and remedies hereunder until Dealer has paid all of Dealer’s debts to DFS. All waivers set forth within this Agreement will survive any termination of this Agreement.”

5. Amendment/Collateral Locations Exhibit A to the Agreement is amended in entirety to reflect all current permanent Collateral locations and is attached hereto and incorporated into the Agreement by this reference.

6. No Other Modifications. Except as expressly modified or amended herein, all other terms and provisions of the Agreement shall remain unmodified and in full force and effect and the Agreement, as hereby amended, is ratified and confirmed by DFS and Dealer.

7. Capitalized Terms. Except as otherwise defined herein, all capitalized terms will have the same meanings set forth in the Agreement.

IN WITNESS WHEREOF, DFS and Dealer have executed this Amendment as of the 30^th day of July 2002

DEUTSCHE FINANCIAL SERVICES CORPORATION

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