8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  October 23, 2009

COACHMEN INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

INDIANA	1-7160	35-1101097
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation or organization)		Identification No.)
2831 Dexter Drive, Elkhart, Indiana		46514
(Address of Principal Executive Offices)		(Zip Code)
	(574) 266-2500
(Registrant’s telephone number,
including area code)
	N / A
(Former Name or Former Address,
if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01                     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 27, 2009, Coachmen Industries, Inc. (the “Company”) and H.I.G. All American, LLC, an affiliate of H.I.G. Capital, LLC (“HIG”), entered into a Loan Agreement for the provision of up to $20 million in financing for the operational needs of the Company.  The Agreement provides for two financing pieces.  The first, a $10 million convertible note with a two year term, allows HIG to convert the debt into common shares of the Company’s stock at the price of $0.979 per share.  The convertible note bears interest at a rate of 20% per annum. The second, a $10 million revolving line of credit with a two year term, bears interest at the London Interbank Offered Rate plus 5% per annum. The Company also issued to HIG warrants for up to 6.65 million shares of the Company’s stock, at an exercise price of $.00001 per share, which can only be exercised:  i) if the Company defaults on its covenants under the Loan Agreement; ii) if HIG converts the debt into common shares of the Company’s stock,; iii) upon termination of the revolving line of credit; or iv) on the earlier of October 27, 2011 or repayment of amounts outstanding on the convertible notes or revolving line in accordance with the terms thereof.

The Loan Agreement contains customary representations and warranties and covenants of the Company, and provides for the acceleration of the obligations of the Company upon the occurrence of certain events of default.

A copy of the Loan Agreement is being filed as Exhibit 2 to this report and is incorporated by reference into this Section 1.01.

On October 23, 2009, All American Homes of Ohio, LLC, a subsidiary of the Company, entered into a Real Estate Purchase Agreement with Coll Financial Holdings, LLC, for the sale of a former manufacturing plant used by the Company, located in Zanesville, Ohio.  The terms of the purchase provide for payment of $2,975,000 in cash, and closing is scheduled for October 31, 2009, although either party has the option to postpone the closing date to on or before November 30, 2009 to deal with any obstacle in obtaining financing.

On October 23, 2009, the Company appointed Continental Stock Transfer & Trust Company, to act as successor Rights Agent under the Company’s Rights Agreement between the Company and First Chicago Trust Company of New York as Rights Agent, dated as of January 5, 2000 (the “Rights Agreement”).  Continental Stock Transfer & Trust Company accepted the appointment as successor Rights Agent.

Effective October 26, 2009, the Company entered into an Amended and Restated Rights Agreement (the “Rights Amendment”) to the Rights Agreement.  The Rights Amendment changed all references in the Rights Agreement to First Chicago Trust Company of New York to Continental Stock Transfer & Trust Company.  The Rights Amendment also revised the definition of “Acquiring Person” in Section 1(a) of the Rights Agreement to specifically exclude HIG as an “Acquiring Person.”

The Rights Amendment is qualified in its entirety by the terms and conditions of the Rights Amendment, which is filed as Exhibit 4.1 to this report and incorporated by reference into this Section 1.01.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

See Item 1.01 above.

ITEM 3.02                      UNREGISTERED SALE OF EQUITY SECURITIES

See Item 1.01 above. The Company sold the securities in reliance on the exemption from registration under Section 4(2) of the Securities Act of 1933.

ITEM 3.03                      MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

See the last three paragraphs of Item 1.01 above.

ITEM 5.01                      CHANGES IN CONTROL OF REGISTRANT

See Item 1.01 above.  Pursuant to the terms of the Loan Agreement, Matt Sanford and Fabian de Armas were appointed to the Company’s Board of Directors as HIG’s representatives.  Additionally, at any time following a default or event of default under the Loan Agreement, these two HIG-appointed directors will have the right to appoint one (1) additional director, who will have the power to vote five (5) director votes at any annual or special meeting of the Board of Directors, and one (1) additional director who is independent within the meaning of Item 407(a) of Regulation S-K.]

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS: ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

See Item 5.01 above.

ITEM 5.03                     AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Effective October 27, 2009, the Company approved amendments to Sections 2.3 and Article XII of the Company’s Amended Bylaws, to allow Special Meetings of the Company’s shareholders to be called by any shareholder holding 25% or more of the outstanding shares entitled to vote on business to be conducted at the Special Meeting, and to restrict the ability of the Company to amend, repeal, or alter the Bylaws to diminish or limit the rights of HIG while the Company remains obligated to HIG.

Additionally, the Bylaws were amended to add new sections 2.16 and 3.13.  Section 2.16 exempts the Company from the provisions of the Control Shares Acquisition Chapter of the Indiana Business Corporation Law.  Section 3.13 provides HIG with the right, while the Company remains obligated to HIG, to appoint two (2) new directors to the Company’s Board, and those directors shall have the additional right, in the event of a default under the Loan Agreement, to appoint one (1) additional director with the power to vote five (5) director votes, and one (1) additional director who is independent within the meaning of Item 407(a) of Regulation S-K.

The Bylaws reflecting these amendments are filed as Exhibit 3(ii) to this report and are incorporated by reference into this Section 5.03.

ITEM 8.01                     OTHER EVENTS

On October 28, 2009, the Company issued a press release regarding the loan transaction with HIG, the sale of the Zanesville facility, and the award of major construction projects.

A copy of this press release is being filed as Exhibit 99.1 to this Report and is incorporated by reference into this Item 8.01.

ITEM 9.01                     FINANCIAL STATEMENTS AND EXHIBITS

(d)  The following exhibit is furnished as a part of this Report:

2 Loan Agreement dated October 27, 2009 between H.I.G. All American, LLC, the Company, and several of the Company’s subsidiaries

3(ii)             By-Laws of Coachmen Industries, Inc. (as modified through October 27, 2009)

4.1 Amended and Restated Rights Agreement, dated as of October 23, 2009 and effective as of October 26, 2009, between Coachmen Industries, Inc. and Continental Stock Transfer & Trust as rights agent

99.1 Press Release dated October 28, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COACHMEN INDUSTRIES, INC.

Date:	October 28, 2009	By:	/s/ James T. Holden
			James T. Holden, Secretary
			Printed Name and Title

EX-2

LOAN AGREEMENT

by and among

H.I.G. ALL AMERICAN, LLC

AND

COACHMEN INDUSTRIES, INC.,

AS BORROWER REPRESENTATIVE,

AND

ALL AMERICAN HOMES, LLC,

ALL AMERICAN HOMES OF COLORADO, LLC,

ALL AMERICAN HOMES OF GEORGIA, LLC,

ALL AMERICAN HOMES OF INDIANA, LLC,

ALL AMERICAN HOMES OF IOWA, LLC,

ALL AMERICAN HOMES OF NORTH CAROLINA, LLC,

ALL AMERICAN HOMES OF OHIO, LLC,

ALL AMERICAN BUILDING SYSTEMS, LLC,

ALL AMERICAN SPECIALTY VEHICLES, LLC,

COACHMEN MOTOR WORKS, LLC,

COACHMEN MOTOR WORKS OF GEORGIA, LLC,

CONSOLIDATED BUILDING INDUSTRIES, LLC,

CONSOLIDATED LEISURE INDUSTRIES, LLC,

COACHMEN OPERATIONS, INC.,

COACHMEN PROPERTIES, INC.,

MOD-U-KRAF HOMES, LLC,

SUSTAINABLE DESIGNS, LLC,

AS BORROWERS

for

Up To $10,000,000 Principal Amount

of

Senior Secured Revolving Notes

and

$10,000,000 Principal Amount

of

Secured Subordinated Convertible Tranche B Notes

and

Warrants to Purchase Shares of Common Stock

October 27, 2009

MIAMI 837301 v12 (2K)

TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS  2

SECTION 2. THE LOANS AND WARRANTS  18

2.1 The Loans and Warrants.  18

2.2 Registration  19

2.3 Issue Taxes  19

2.4 General Provisions Regarding Payments  20

2.5 Lost, etc., Securities  20

2.6 Indemnification.  20

2.7 Use of Proceeds  22

2.8 Margin Regulations  22

SECTION 3. CONDITIONS PRECEDENT  22

3.1 Conditions to Initial Closing  22

3.2 Conditions to Funding of Revolving Loans  27

SECTION 4. GRANT AND PERFECTION OF SECURITY INTEREST  29

4.1 Grant of Security Interest  29

4.2 Perfection of Security Interests  30

SECTION 5. COLLATERAL COVENANTS  34

5.1 Accounts Covenants.  34

5.2 Inventory Covenants  35

5.3 Equipment Covenants  36

5.4 Real Property Covenants 33

5.5 Power of Attorney  36

5.6 Right to Cure  37

5.7 Access to Premises  38

SECTION 6. REPRESENTATIONS AND WARRANTIES  38

6.1 Corporate Existence; Power and Authority.  38

6.2 Name; State of Organization; Chief Executive Office; Collateral Locations.  39

6.3 Financial Statements; No Material Adverse Change.  40

6.4 Priority of Liens; Title to Properties.  41

6.5 Tax Returns.  41

6.6 Litigation.  42

6.7 Compliance with Other Agreements and Applicable Laws.  42

6.8 Environmental Compliance.  42

6.9 Employee Benefits.  43

6.10 Bank Accounts.  45

6.11 Intellectual Property.  45

6.12 Subsidiaries; Affiliates; Capitalization; Solvency.  46

6.13 Labor Disputes.  46

6.14 Restrictions on Subsidiaries.  47

6.15 Material Contracts.  47

6.16 Payable Practices.  47

6.17 Certain Fees  47

6.18 Authorized Capital  47

6.19 Private Offering  48

6.20 The Transaction Documents.  48

6.21 Accuracy and Completeness of Information  49

6.22 SEC Reports  49

6.23 Survival of Warranties; Cumulative  49

SECTION 7. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER  50

7.1 Purchase for Own Account  50

7.2 Accredited Investor  50

7.3 Authorization, etc  50

SECTION 8. AFFIRMATIVE AND NEGATIVE COVENANTS  51

8.1 Maintenance of Existence.  51

8.2 New Collateral Locations  51

8.3 Compliance with Laws, Regulations, Etc  51

8.4 Payment of Taxes and Claims  52

8.5 Property Insurance  53

8.6 Financial Statements and Other Information.  53

8.7 Information to Prospective Lender  56

8.8 Reservation of Shares  57

8.9 No Dilution or Impairment  57

8.10 Meetings of the Board of Directors  57

8.11 Sale of Assets, Consolidation, Merger, Dissolution, Etc  58

8.12 Encumbrances  59

8.13 Indebtedness  60

8.14 Loans, Investments, Etc  61

8.15 Dividends and Redemptions  62

8.16 Transactions with Affiliates  62

8.17 Compliance with ERISA  62

8.18 End of Fiscal Years; Fiscal Quarters  63

8.19 Change in Business  63

8.20 Limitation of Restrictions Affecting Subsidiaries  63

8.21 Financial Covenants.  64

8.22 Capital Expenditures  65

8.23 Warranty Obligations  65

8.24 Performance Security Obligations  66

8.25 Sales Contracts  66

8.26 Cash Expenditures  66

8.27 Use of Proceeds  66

8.28 Material Contracts  66

8.29 Foreign Assets Control Regulations, Etc  66

8.30 After Acquired Real Property  67

8.31 Costs and Expenses  67

8.32 Collateral Monitoring Fee  67

8.33 Inconsistent Agreements  68

8.34 Increase in Compensation  68

8.35 Stay, Extension and Usury Laws  68

8.36 Limitation on Ranking of Future Indebtedness  68

8.37 By-Laws Amendment  68

8.38 Further Assurances  68

SECTION 9. PAYMENTS  69

9.1 Mandatory Prepayment.  69

9.2 Offer of Prepayment  69

9.3 Effect of Notice of Prepayment  70

9.4 No Voluntary Prepayment of Tranche B Notes  70

9.5 Mandatory Repayments and Prepayments of Revolving Notes.  70

9.6 Optional Prepayments  70

9.7 Application of Payments  70

SECTION 10. EVENTS OF DEFAULT AND REMEDIES  71

10.1 Events of Default  71

10.2 Remedies.  73

SECTION 11. JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW  76

11.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver.  76

11.2 Waiver of Notices  78

11.3 Amendments and Waivers  78

11.4 Waiver of Counterclaims  78

SECTION 12. MISCELLANEOUS  78

12.1 Transfers.  78

12.2 Interpretative Provisions.  79

12.3 Notices  81

12.4 Partial Invalidity  82

12.5 Successors  82

12.6 USA Patriot Act  82

12.7 Entire Agreement  82

12.8 Counterparts, Etc.  83

MIAMI 837301 v12 (2K)

INDEX

TO

EXHIBITS AND SCHEDULES

Schedule 2.7	Use of Proceeds
Schedule 3.1(m)	Mortgaged Property
Schedule 5.2	Inventory Subject to Repurchase
Schedule 6.1	Required Consents
Schedule 6.17	Fees
Schedule 8.39	Post-Closing Covenants
Exhibit 1.70	Perfection Certificate
Exhibit 1.83	Form of Registration Rights Agreement
Exhibit 1.87	Form of Revolving Note
Exhibit 1.97	Form of Tranche B Note
Exhibit 2.1(a)	Form of Notice of Borrowing
Exhibit 2.1(c)	Form of Warrant
Exhibit 3.1(i)	Form of Officer’s Certificate
Exhibit 3.1(k)	Form of Director Indemnification Agreement
Exhibit 3.1(l)	Form of Pledge Agreement
Exhibit 3.1(m)	Form of Mortgage
Exhibit 3.1(n)	Form of Trademark Security Agreement
Exhibit 3.1(o)	Form of Deposit Account Control Agreement
Exhibit 8.6(a)(i)	Form of Compliance Certificate

MIAMI 837301 v12 (2K)

LOAN AGREEMENT

This LOAN AGREEMENT, dated October 27, 2009, is entered into by and among H.I.G. All American, LLC, a Delaware limited liability company (the “Lender”), and Coachmen Industries, Inc. (“Coachmen”), as Borrower Representative (in such capacity “Borrower Representative”), an Indiana corporation, having its principal place of business at 2831 Dexter Dr., Elkhart, Indiana 46515; All American Homes, LLC (“AAH”), an Indiana limited liability company, having its principal place of business at 1418 S. 13th St., Decatur, Indiana 46733; All American Homes of Colorado, LLC (“AAH-CO”), a Colorado limited liability company, having its principal place of business at 3333 East Center Dr., Milliken, Colorado 80543; All American Homes of Georgia, LLC (“AAH-GA”), a Georgia limited liability company, having its principal place of business at 2831 Dexter Drive, Elkhart, Indiana 46514; All American Homes of Indiana, LLC (“AAH-IN”), an Indiana limited liability company, having its principal place of business at 1418 S. 13th St., Decatur, Indiana 46733; All American Homes of Iowa, LLC (“AAH-IA”), an Iowa limited liability company, having its principal place of business at 1551 15th Avenue SE, Dyersville, Iowa 52040; All American Homes of North Carolina, LLC (“AAH-NC”), a North Carolina limited liability company, having its principal place of business at 2015 US 221 & US 74, Rutherfordton, North Carolina 28139; All American Homes of Ohio, LLC (“AAH-OH”), an Ohio limited liability company, having its principal place of business at 2831 Dexter Drive, Elkhart, Indiana 46514; All American Building Systems, LLC (“AABS”), an Indiana limited liability company, having its principal place of business at 2831 Dexter Drive, Elkhart, Indiana 46514; All American Specialty Vehicles, LLC (“AASV”), an Indiana limited liability company, having its principal place of business at 2831 Dexter Drive, Elkhart, Indiana 46514; Coachmen Motor Works, LLC (“Motor Works”), an Indiana limited liability company, having its principal place of business at 2831 Dexter Dr., Elkhart, Indiana 46515; Coachmen Motor Works of Georgia, LLC (“Motor Works-GA”), a Georgia limited liability company, having its principal place of business at 2831 Dexter Drive, Elkhart, Indiana 46514; Consolidated Building Industries, LLC (“CBI”), an Indiana limited liability company, having its principal place of business at 2831 Dexter Drive, Elkhart, Indiana 46514; Consolidated Leisure Industries, LLC (“CLI”), an Indiana limited liability company, having its principal place of business at 2831 Dexter Drive, Elkhart, Indiana 46514; Coachmen Operations, Inc. (“COI”), an Indiana corporation, having its principal place of business at 2831 Dexter Drive, Elkhart, Indiana 46514; Coachmen Properties, Inc. (“CPI”), an Indiana corporation having its principal place of business at 2831 Dexter Drive, Elkhart, Indiana 46514; Mod-U-Kraf Homes, LLC (“Mod-U-Kraf”), a Virginia limited liability company, having its principal place of business at 260 Weaver Street, Rocky Mount, Virginia 24151; Sustainable Designs, LLC (“Sustainable”), an Indiana limited liability company, having its principal place of business at 2831 Dexter Drive, Elkhart, Indiana 46514 (Coachmen, AAH, AAH-CO, AAH-GA, AAH-IN, AAH-IA, AAH-NC, AAH-OH, AABS, AASV, Motor Works, Motor Works-GA, CBI, CLI, COI, CPI, Mod-U-Kraf and Sustainable are collectively referred to as “Borrowers”).

W I T N E S S E T H:

WHEREAS, the Borrowers desire that the Lender loan from time to time on a revolving basis up to $10,000,000 principal amount of Senior Secured Revolving Notes of the Borrowers;

WHEREAS, the Borrowers desire that the Lender funds $10,000,000 initial principal amount of Secured Subordinated Convertible Tranche B Notes of the Borrowers; and

WHEREAS, Coachmen desires to grant the Lender common stock warrants (the “Warrants”) for the acquisition of up to 6,654,855 shares of Common Stock of Coachmen, representing in the aggregate twenty percent (20%) of the outstanding Common Stock of Coachmen on a Fully-Diluted Basis;

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.   DEFINITIONS

For purposes of this Loan Agreement, the following terms shall have the respective meanings given to them below:

1.1           “Accounts” shall mean all present and future rights of the Borrowers to payment of a monetary obligation, whether or not earned by performance, which is not evidenced by chattel paper or an instrument, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of; (b) for services rendered or to be rendered; (c) for a policy of insurance issued or to be issued, (d) for a secondary obligation incurred or to be incurred; or (e) arising out of the use of a credit or charge card or information contained on or for use with the card.

1.2           “Affiliate” shall mean, with respect to a specified Person, any other Person which directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with such Person, and without limiting the generality of the foregoing, includes (a) any Person which beneficially owns or holds five (5%) percent or more of any class of Capital Stock of such Person or other equity interests in such Person; (b) any Person of which such Person beneficially owns or holds five (5%) percent or more of any class of Capital Stock or in which such Person beneficially owns or holds five (5%) percent or more of the equity interests and; (c) any director or executive officer of such Person.  For the purposes of this definition, the term “control” (including with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Capital Stock, by agreement or otherwise.

1.3           “Approved Purchase” shall mean the sale by the Lender to any Person of a Majority of the Securities.

1.4           “Asset Sale” shall mean the sale (including any sale-leaseback transaction) by the Borrowers to any Person of (a) any Capital Stock of the Borrowers not otherwise permitted by Section 8.11; (b) substantially all of the assets of the Borrowers; or (c) any other assets (whether tangible or intangible) of the Borrowers outside the ordinary course of business.

1.5           “Available Cash” shall mean, on any given date, the amount of cash available to the Borrowers from sources other than Revolving Loans, including without limitation cash available from (a) bank accounts maintained by any Borrower, (b) Cash Equivalents and other securities or instruments that can be liquidated or borrowed against without incurring significant penalties and (c) borrowing against life insurance contracts or any other contracts, net of (x) checks in transit and (y) payment obligations that are to be paid within ten (10) Business Days; provided that Available Cash shall not include cash held in a segregated bank account that is subject to a Deposit Account Control Agreement and is either (a) set aside by the Borrowers solely for the purpose of satisfying Warranty Obligations or (ii) held by an issuer as of one or more letters of credit as security for such letters of credit.

1.6           “Borrower” or “Borrowers” shall have the meanings set forth in the Preamble and shall include their successors and assigns.

1.7           “Business Day” shall mean any day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required to close under the laws of the State of New York, and a day on which the Lender is open for the transaction of business.

1.8           “Capital Expenditures” shall mean with respect to any Person for any period, the aggregate of all expenditures by such Person during such period that in accordance with GAAP are or should be included in “property, plant and equipment” or in a similar fixed asset account on its balance sheet, whether such expenditures are paid in cash or financed and including all liabilities and obligations in respect of Capital Leases paid or payable during such period.

1.9           “Capital Leases” shall mean, as applied to any Person, any lease of (or any agreement conveying the right to use) any property (whether real, personal or mixed) by such Person as lessee which in accordance with GAAP, is required to be reflected as a liability on the balance sheet of such Person.

1.10           “Capital Stock” shall mean, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of such Person's capital stock or partnership, limited liability company or other equity interests at any time outstanding, and any and all rights, warrants or options exchangeable for or convertible into such capital stock or other interests (but excluding any debt security that is exchangeable for or convertible into such capital stock).

1.11           “Cash Equivalents” shall mean, at any time, (a) any evidence of Indebtedness with a maturity date of ninety (90) days or less issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof; provided, that, the full faith and credit of the United States of America is pledged in support thereof; (b) certificates of deposit or bankers' acceptances with a maturity of ninety (90) days or less of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $100,000,000,000; (c) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clause (a) above entered into with any financial institution having combined capital and surplus and undivided profits of not less than $100,000,000,000; (d) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any governmental agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within ninety (90) days or less from the date of acquisition; provided, that, the terms of such agreements comply with the guidelines set forth in the Federal Financial Agreements of Depository Institutions with Securities Dealers and Others, as adopted by the Comptroller of the Currency on October 31, 1985; and (e) investments in money market funds and mutual funds which invest substantially all of their assets in securities of the types described in clauses (a) through (d) above.

1.12           “Change of Control” shall mean (a) the transfer (in one transaction or a series of transactions) of all or substantially all of the assets of Coachmen or any one or more of the Borrowers to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), except to another Borrower; (b) the liquidation or dissolution of Coachmen or any one or more of the Borrowers or the adoption of a plan by the stockholders of Coachmen or any one or more of the Borrowers relating to the dissolution or liquidation of Coachmen or any one or more of the Borrowers; (c) the acquisition by any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) of beneficial ownership, directly or indirectly, of a majority of the voting power of the total outstanding Common Stock of Coachmen or the Board of Directors of Coachmen (other than pursuant to the terms of this Agreement or the Transaction Documents); (d) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Coachmen (together with any new directors who have been appointed by the Lender, or whose nomination for election by the stockholders of Coachmen, as the case may be, was approved by a vote of at least sixty-six and two-thirds (66 2/3%) percent of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Coachmen then still in office; or (e) entering into any agreement providing for the merger, combination, consolidation or similar business transaction involving Coachmen in which the holders of Capital Stock immediately prior to such closing are not the holders, directly or indirectly, of a majority of the Capital Stock of the surviving Person in such transaction immediately after such closing.

1.13           “Change of Control Agreements” shall mean, collectively, (a) the Tier 1 and Tier 2 change of control agreements entered into between Coachmen and the employees of Coachmen party thereto; (b) Coachmen’s Supplemental Deferred Compensation Plan, as amended and restated on January 1, 2003; (c) Coachmen’s Executive Annual Performance Incentive Plan, as amended on May 3, 2001; (d) Coachmen’s Long Term Incentive Performance Based Restricted Stock Plan; and (e) all other agreements or plans creating any benefit or entitlement in favor of any current or former employee of any of the Borrowers upon a change of control (or similar event) of any of the Borrowers.

1.14           “Closing” is defined in Section 2.1(d).

1.15           “Closing Date” is defined in Section 2.1(d).

1.16           “Code” shall mean the Internal Revenue Code of 1986, as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

1.17           “Collateral” shall have the meaning set forth in Section 4.1 hereof.

1.18           “Collateral Access Agreement” shall mean an agreement in writing, in form and substance satisfactory to the Lender, from any lessor of premises to the Borrowers, or any other person to whom any Collateral is consigned or who has custody, control or possession of any such Collateral or is otherwise the owner or operator of any premises on which any of such Collateral is located, with respect to the Collateral at such premises or otherwise in the custody, control or possession of such lessor, consignee or other person.

1.19           “Common Stock” shall mean the common stock, no par value per share, of Coachmen.

1.20           “Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the net income (loss) of such Person, for such period (excluding to the extent included therein any extraordinary and/or one time or unusual and non-recurring gains or any non-cash losses or any income associated with accrual reversals or similar accounting gains from discontinued operations) acceptable to the Lender after deducting all charges which should be deducted before arriving at the net income (loss) for such period and, without duplication, after deducting the Provision for Taxes for such period, all as determined in accordance with GAAP.  For the purposes of this definition, net income excludes any gain or non-cash loss, together with any related Provision for Taxes for such gain or non-cash loss, realized upon the sale or other disposition of any assets that are not sold in the ordinary course of business (including, without limitation, dispositions pursuant to sale and leaseback transactions) or of any Capital Stock of such Person and any net income realized or loss incurred as a result of changes in accounting principles or the application thereof to such Person.

1.21           “Conversion Shares” means the shares of Common Stock of Coachmen issued upon conversion of the Tranche B Notes.

1.22           “Default” shall mean an act, condition or event which with notice or passage of time or both would constitute an Event of Default.

1.23           “Deposit Account Control Agreement” has the meaning set forth in Section 3.1(p).

1.24           “Director Indemnification Agreement” shall mean the indemnification agreement, substantially in the form of Exhibit 3.1(l) hereto, between Coachmen and the directors designated by the Lender in accordance with Section 8.10.

1.25           “EBITDA” shall mean, as to any Person, with respect to any period, an amount equal to: (a) the Consolidated Net Income of such Person for such period; plus (b) depreciation, amortization and other non-cash charges (including, but not limited to, imputed interest and deferred compensation) for such period (to the extent deducted in the computation of Consolidated Net Income of such Person) acceptable to the Lender, all in accordance with GAAP; plus (c) net Interest Expense for such period (to the extent deducted in the computation of Consolidated Net Income of such Person); plus (d) the Provision for Taxes for such period (to the extent deducted in the computation of Consolidated Net Income of such Person); plus (e) the transaction fees paid pursuant to Section 2.1(e)(ii) hereof.

1.26           “Environmental Laws” shall mean all foreign, Federal, state and local laws (including common law), legislation, rules, codes, licenses, permits (including any conditions imposed therein), authorizations, judicial or administrative decisions, injunctions or agreements between any of the Borrowers and any Governmental Authority, (a) relating to pollution and the protection, preservation or restoration of the environment (including air, water vapor, surface water, ground water, drinking water, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or to human health or safety; (b) relating to the exposure to, or the use, storage, recycling, treatment, generation, manufacture, processing, distribution, transportation, handling, labeling, production, release or disposal, or threatened release, of Hazardous Materials; or (c) relating to all laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Materials.  The term “Environmental Laws” includes (i) the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Federal Superfund Amendments and Reauthorization Act, the Federal Water Pollution Control Act of 1972, the Federal Clean Water Act, the Federal Clean Air Act, the Federal Resource Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments thereto), the Federal Solid Waste Disposal and the Federal Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, and the Federal Safe Drinking Water Act of 1974; (ii) applicable state counterparts to such laws; and (iii) any common law or equitable doctrine that may impose liability or obligations for injuries or damages due to, or threatened as a result of, the presence of or exposure to any Hazardous Materials.

1.27           “Equipment” shall mean all of the Borrowers' now owned and hereafter acquired equipment, wherever located, including machinery, data processing and computer equipment (whether owned or licensed and including embedded software) vehicles, tools, furniture, fixtures, all attachments, accessions and property now or hereafter affixed thereto or used in connection therewith, and substitutions and replacements thereof, wherever located.

1.28           “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, together with all rules, regulations and interpretations thereunder or related thereto.

1.29           “ERISA Affiliate” shall mean any person (as defined in Section 3(9) of ERISA) which together with any of the Borrowers or any of their Subsidiaries would be deemed to be a “single employer,” or otherwise required to be aggregated with any of the Borrowers or any of their Subsidiaries, under Sections 414(b), 414(c), 414(m) or 414(o) of the Code.

1.30           “ERISA Event” shall mean any one or more of the following: (a) any “reportable event”, as defined in Section 4043(c) of ERISA, with respect to a Plan, other than events as to which the requirement of notice under Section 4043(a) of ERISA has been waived in regulations by the PBGC; (b) the failure to make a required contribution to any Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 412 or 430 of the Code or Section 302, 303, or 4068 of ERISA, or the arising of such a lien or encumbrance; there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived; or the filing of any request for or receipt of a minimum funding waiver under Section 412 of the Code with respect to any Plan or Multiemployer Plan, or that such filing may be made; or a determination that any Plan is, or is expected to be, in at-risk status under Title IV of ERISA; (c) a complete or partial withdrawal by any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate from a Multiemployer Plan or a cessation of operations which is treated as such a withdrawal; the reorganization or insolvency under Title IV of ERISA of any Multiemployer Plan; or the receipt by any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate of any notice, that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (d) the filing of a notice of intent to terminate any Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Plan, the termination of any Plan under Section 4041(c) of ERISA, or the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the commencement of proceedings, or the occurrence of an event or condition which would reasonably be expected to constitute grounds for the institute of proceedings, by the PBGC under Section 4042 of ERISA to terminate, or appoint a trustee to administer, any Plan; (f) engaging in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA; (g) the imposition of any liability under Title IV of ERISA, other than the PBGC’s premiums due but not delinquent under Section 4007 of ERISA, upon any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate in excess of $100,000; and (h) any other event or condition with respect to a Plan that could reasonably be expected to result in liability of the any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate in excess of $100,000.

1.31           “Event of Default” shall mean the occurrence or existence of any event or condition described in Section 10.1 hereof.

1.32           “Exchange Act” shall mean the Securities Exchange Act of 1934, together with all rules, regulations and interpretations thereunder or related thereto.

1.33           “Excluded Real Property” shall mean collectively, any Real Property of any borrower having a market value and book value (for both land and the improvements) of less than $250,000.

1.34           “Existing Debt” shall mean the Indebtedness of the Existing Lenders as of the date hereof as set forth on Schedule 6.3(c) of the Perfection Certificate, as the same is reduced from time to time in accordance with the Borrowers’ agreements with the Existing Lenders as of the date hereof.

1.35           “Existing Lenders” shall mean the lenders to the Borrowers listed on Schedule 6.3(c) of the Perfection Certificate and their respective predecessors, successors and assigns.

1.36           “Financial Statements” is defined in Section 3.1(i).

1.37           “Fixed Charge Coverage Ratio” shall mean, as to any Person, with respect to any period, the ratio of (a) the amount equal to the EBITDA of such Person for such period to (b) the Fixed Charges of such Person for such period.

1.38           “Fixed Charges” shall mean, as to any Person, with respect to any period, the sum of, without duplication, (a) all Interest Expense (excluding PIK Interest, original issue discount associated with the Warrants and imputed interest resulting from the repayment of the Borrowers’ industrial revenue bonds prior to Closing) during such period; plus (b) all Capital Expenditures during such period; plus (c) all regularly scheduled (as determined at the beginning of the respective period) principal payments in respect of Indebtedness for borrowed money (excluding payments in respect of revolving loans that do not result in a permanent reduction of the related revolving commitment and Indebtedness with respect to Capital Leases (and without duplicating items (a) and (c) of this definition, the interest component with respect to Indebtedness under Capital Leases) during such period; plus (d) taxes paid during such period in cash.

1.39           “Fully-Diluted Basis” shall mean, as applied to the calculation of the number of shares of Common Stock outstanding at any time, after giving effect to (a) all shares of Common Stock outstanding at the time of determination (whether restricted or unrestricted); (b) all shares of Common Stock issuable upon the exercise of any option, warrant (including the Warrants) or similar right to purchase Common Stock outstanding at the time of determination; and (c) all shares of Common Stock issuable upon the conversion or exchange of any security convertible into or exchangeable for shares of Common Stock (including the Tranche B Notes).  Such calculation will not be made in accordance with the “treasury method.”

1.40           “GAAP” shall mean generally accepted accounting principles in the United States of America as in effect from time to time as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board which are applicable to the circumstances as of the date of determination consistently applied, except that, for purposes of Sections 8.21 through 8.27 hereof, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements delivered to the Lender prior to the date hereof.

1.41           “Governmental Authority” shall mean any nation or government, any state, province, or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

1.42           “Hazardous Materials” shall mean any hazardous, toxic or dangerous substances, materials and wastes, including hydrocarbons (including naturally occurring or man-made petroleum and hydrocarbons), flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials, biological substances, polychlorinated biphenyls, pesticides, herbicides and any other kind and/or type of pollutants or contaminants (including materials which include hazardous constituents), sewage, sludge, industrial slag, solvents and/or any other similar substances, materials, or wastes and including any other substances, materials or wastes that are or become regulated under any Environmental Law (including any that are or become classified as hazardous or toxic under any Environmental Law).

1.43           “Hedge Agreement” shall mean an agreement between one or more Borrowers and a third party that is a rate swap agreement, basis swap, forward rate agreement, commodity swap, forward commodity contracts, interest rate option, forward foreign exchange agreement, spot foreign exchange agreement, rate cap agreement rate, floor agreement, rate collar agreement, currency swap agreement, cross-currency rate swap agreement, currency option, any other similar agreement (including any option to enter into any of the foregoing or a master agreement for any the foregoing together with all supplements thereto) for the purpose of protecting against or managing exposure to fluctuations in interest or exchange rates, currency valuations or commodity prices.

1.44           “Holder” or “Holders” shall mean the Lender (so long as it holds any Securities) and any other holder of any of the Securities.

1.45           “Indebtedness” shall mean, with respect to any Person, any liability, whether or not contingent, (a) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof) or evidenced by bonds, notes, debentures or similar instruments; (b) representing the balance deferred and unpaid of the purchase price of any property or services (other than an account payable to a trade creditor (whether or not an Affiliate) incurred in the ordinary course of business of such Person and payable in accordance with customary trade practices so long as such accounts payable are paid within 60 days of their due date and are not being contested); (c) all obligations as lessee under leases which have been, or should be, in accordance with GAAP recorded as Capital Leases; (d) any contractual obligation, contingent or otherwise, of such Person to pay or be liable for the payment of any indebtedness described in this definition of another Person, including, without limitation, any such indebtedness, directly or indirectly guaranteed, or any agreement to purchase, repurchase, or otherwise acquire such indebtedness, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof, or to maintain solvency, assets, level of income, or other financial condition; (e) all obligations with respect to redeemable stock and redemption or repurchase obligations under any Capital Stock or other equity securities issued by such Person; (f) all reimbursement obligations and other liabilities of such Person with respect to surety bonds (whether bid, performance or otherwise), letters of credit, banker's acceptances, drafts or similar documents or instruments issued for such Person's account; (g) all indebtedness of such Person in respect of indebtedness of another Person for borrowed money or indebtedness of another Person otherwise described in this definition that is secured by any consensual lien, security interest, collateral assignment, conditional sale, mortgage, deed of trust, or other encumbrance on any asset of such Person, whether or not such obligations, liabilities or indebtedness are assumed by or are a personal liability of such Person, all as of such time; (h) all obligations, liabilities and indebtedness of such Person (marked to market) arising under swap agreements, cap agreements and collar agreements and other agreements or arrangements designed to protect such person against fluctuations in interest rates or currency or commodity values; (i) all obligations owed by such Person under License Agreements with respect to non-refundable, advance or minimum guarantee royalty payments; (j) indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer to the extent such Person is liable therefor as a result of such Person’s ownership interest in such entity, except to the extent that the terms of such indebtedness expressly provide that such Person is not liable therefor or such Person has no liability therefor as a matter of law; (k) the principal and interest portions of all rental obligations of such Person under any synthetic lease or similar off-balance sheet financing where such transaction is considered to be borrowed money for tax purposes but is classified as an operating lease in accordance with GAAP; and (l)accounts payable of such Person that have not been paid within sixty (60) days of their due date and are not being contested in good faith.

1.46           “Indemnified Party” is defined in Section 2.6.

1.47           “Independent Committee” is defined in Section 8.10(f).

1.48           “Intellectual Property” shall mean all of the Borrowers’ now owned and hereafter arising or acquired:  patents, patent rights, patent applications, copyrights, works which are the subject matter of copyrights, copyright applications, copyright registrations, trademarks, servicemarks, trade names, trade styles, trademark and service mark applications, and licenses and rights to use any of the foregoing and all applications, registrations and recordings relating to any of the foregoing as may be filed in the United States Copyright Office, the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof, any political subdivision thereof or in any other country or jurisdiction, together with all rights and privileges arising under applicable law with respect to the Borrowers’ use of any of the foregoing; all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing; all rights to sue for past, present and future infringement of any of the foregoing; inventions, trade secrets, formulae, processes, compounds, drawings, designs, blueprints, surveys, reports, manuals, and operating standards; goodwill (including any goodwill associated with any trademark or servicemark or the license of any trademark or servicemark); customer and other lists in whatever form maintained; trade secret rights, copyright rights, rights in works of authorship, domain names and domain name registration; software and contract rights relating to computer software programs, in whatever form created or maintained.

1.49           “Interest Expense” shall mean, for any period, as to any Person, as determined in accordance with GAAP, the total interest expense of such Person, whether paid or accrued during such period (including the interest component of Capital Leases for such period), including, without limitation, discounts in connection with the sale of any Accounts and bank fees, commissions, discounts and other fees and charges owed with respect to letters of credit, banker’s acceptances or similar instruments.

1.50           “Inventory” shall mean all of the Borrowers’ now owned and hereafter existing or acquired goods, wherever located, which (a) are leased by the Borrowers as lessor; (b) are held by the Borrowers for sale or lease or to be furnished under a contract of service; (c) are furnished by the Borrowers under a contract of service; or (d) consist of raw materials, work in process, finished goods or materials used or consumed in its business.

1.51           “Investment Property Control Agreement” has the meaning set forth in Section 3.1(o).

1.52           “Lender” shall mean H.I.G. All American, LLC, a Delaware limited liability company, and its successors and assigns.

1.53           “Leverage Ratio” shall mean, as of any date, the ratio of (a) the aggregate principal amount of the Obligations outstanding on such date plus the aggregate principal amount of all other Indebtedness (excluding the amount of all contingent liabilities in respect of undrawn letters of credit) of the Borrowers on such date to (b) EBITDA of the Borrowers for the period referenced herein and ended on such date.

1.54           “License Agreements” shall have the meaning set forth in Section 6.11 hereof.

1.55           “Loan Agreement” shall mean this Loan Agreement, dated as of October 27, 2009, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the procedures set forth herein.

1.56           “Losses” is defined in Section 2.6.

1.57           “Majority of the Securities” shall mean (a) a majority of the principal amount of the Notes, if no Conversion Shares have been issued, (b) a majority of the Conversion Shares and Warrant Shares, if all of the Tranche B Notes have been converted into Conversion Shares, or (c) a majority of the Conversion Shares and Warrant Shares outstanding and Conversion Shares issuable upon conversion of Tranche B Notes if both Notes and Conversion Shares are outstanding.

1.58           “Margin Stock” has the meaning assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

1.59           “Material Adverse Effect” shall mean a material adverse effect on (a) the financial condition, business, performance, operations or prospects of the Borrowers; (b) the legality, validity or enforceability of this Loan Agreement or any of the other Transaction Documents; (c) the legality, validity, enforceability, perfection or priority of the security interests and liens of the Lender upon the Collateral; (d) the Collateral or its value; (e) the ability of the Borrowers to repay the Obligations or of the Borrowers to perform their obligations under this Loan Agreement or any of the other Transaction Documents as and when to be performed; or (f) the ability of the Lender to enforce the Obligations or realize upon the Collateral or otherwise with respect to the rights and remedies of the Lender under this Loan Agreement or any of the other Transaction Documents.

1.60           “Material Contract” shall mean (a) any contract or other agreement (other than the Transaction Documents and purchase orders entered into in the ordinary course of business), written or oral, of the Borrowers involving monetary liability of or to any Person in an amount in excess of $500,000 in any fiscal year; (b) any other contract or other agreement (other than the Transaction Documents), whether written or oral, to which one or more of the Borrowers is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto would have a Material Adverse Effect; and (c) any contract filed as a material contract in an exhibit to Coachmen’s SEC Reports.

1.61           “Mortgage” has the meaning set forth in Section 3.1(m)(i).

1.62           “Multiemployer Plan” shall mean any “multiemployer plan” as defined in Section 4001(a)(3) of ERISA (a) (i) which is contributed to by (or to which there is an obligation to contribute of) any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate, and (ii) each such plan for the five-year period immediately following the latest date on which any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate contributed to or had an obligation to contribute to such plan, or (b) with respect to which any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate may incur any liability.

1.63           “Note Register” is defined in Section 2.3.

1.64           “Notes” shall mean, collectively, the Revolving Notes, the Tranche B Notes, and any PIK Interest added to the Tranche B Notes, from time to time, as applicable, issued under this Loan Agreement, and all replacements, renewals and any other notes of like tenor hereafter issued by the Borrowers in payment of interest thereon or in substitution or exchange for any thereof.

1.65           “Obligations” shall mean all obligations, liabilities, indebtedness, covenants and duties of every kind, nature and description owing by the Borrowers to the Lender and/or any Holder, including principal, interest, charges, fees, costs and expenses (including attorneys and paralegal fees), however evidenced, whether as principal, surety, endorser, guarantor or otherwise, arising under this Loan Agreement or any of the other Transaction Documents, whether now existing or hereafter arising, whether arising before or after the commencement of any case with respect to the Borrowers under the United States Bankruptcy Code or any similar statute (including the payment of interest and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, or secured or unsecured.

1.66           “Obligor” shall mean any guarantor, endorser, acceptor, surety or other person liable on or with respect to the Obligations or who is the owner of any property which is security for the Obligations, other than the Borrowers.

1.67           “Offer of Prepayment” is defined in Section 9.2.

1.68           “Officers Certificate” shall mean, as applied to each of the Borrowers, a certificate executed by its chairman of the board (if an officer), its president, one of its vice presidents, corporate secretary, its chief financial officer or its treasurer; provided, that, any Officers Certificate with respect to the compliance with a condition precedent to the issuance and sale of the Securities hereunder shall include (a) a statement that the officer or officers making or giving such Officers Certificate have read such condition and any definitions or other provisions contained in this Loan Agreement relating thereto; (b) a statement that, in the opinion of the signers, they have made or have caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such condition has been complied with; and (c) a statement as to whether, in the opinion of the signers, such condition has been complied with.

1.69           “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

1.70           “Perfection Certificate” shall mean the Perfection Certificate of the Borrowers constituting Exhibit 1.70 hereto containing material information with respect to the Borrowers, their businesses and assets provided by or on behalf of the Borrowers to the Lender in connection with the preparation of this Loan Agreement and the other Transaction Documents and the financing arrangements provided for herein.

1.71           “Permits” is defined in Section 6.7.

1.72           “Permitted Encumbrances” is defined in Section 8.12.

1.73           “Permitted Revolver Financing” shall mean a new asset based credit facility (a) providing for revolving loans to one or more Borrowers; (b) secured solely by the Borrowers’ accounts receivable and inventory; (c) from one or more banks or significant financial institutions that are primarily engaged in the business of providing debt financing to middle market companies; (d) that contains customary terms and conditions, including without limitation pricing, as determined by the Lender; (e) that includes an intercreditor agreement acceptable to the Lender; (f) that is to be used for the same purposes and with the same limitations as the Revolving Notes; and (g) that is not inconsistent with the terms of this Loan Agreement and the Transaction Documents.

1.74           “Person” or “person” shall mean any individual, sole proprietorship, partnership, corporation, limited liability company, limited liability partnership, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity or any government or any agency or instrumentality or political subdivision thereof.

1.75           “Performance Security Obligations” shall mean, with respect to any period, all (a) reimbursement obligations and other liabilities incurred with respect to surety bonds (whether bid, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments, in each case whether or not secured or collateralized, issued for the account of the Borrowers or any one of them, and (b) all fees, interest and other expenses incurred in respect of any such item.

1.76           “Plan” shall mean (a)(i) an “employee benefit plan” (as defined in Section 3(3) of ERISA), other than a Multiemployer Plan, maintained or contributed to by any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate, or to which any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate has an obligation to contribute, and (ii) each such plan subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA for the five-year period immediately following the latest date on which any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate maintained, contributed to or had an obligation to contribute to (or is deemed under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to), or otherwise has liability with respect to such plan; and (b) each stock option, stock appreciation right, restricted stock, stock purchase, stock unit, performance share, incentive, bonus, profit-sharing, savings, deferred compensation, health, medical, dental, life insurance, disability, accident, employment, severance or salary or benefits continuation or fringe benefit plan, program, arrangement, agreement or commitment maintained by any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate or to which any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate contributes (or has any obligation to contribute), has any liability, or is a party.

1.77           “Pledge Agreement” shall have the meaning set forth in Section 3.1(l).

1.78           “Prepayment Price” shall mean, when used with respect to any Note to be prepaid, the prepayment price fixed for such prepayment pursuant to Section 9.1.

1.79           “Provision for Taxes” shall mean an amount equal to all taxes imposed on or measured by net income, whether Federal, state, county or local, and whether foreign or domestic, that are paid or payable in cash by any Person in respect of any period in accordance with GAAP.

1.80           “Real Property” shall mean all now owned and hereafter acquired real property of the Borrowers, including leasehold interests, together with all buildings, structures, and other improvements located thereon and all licenses, easements and appurtenances relating thereto, wherever located.

1.81           “Receivables” shall mean all of the following now owned or hereafter arising or acquired property of the Borrowers: (a) all Accounts; (b) all interest, fees, late charges, penalties, collection fees and other amounts due or to become due or otherwise payable in connection with any Account; (c) all payment intangibles of the Borrowers; (d) letters of credit, indemnities, guarantees, security or other deposits and proceeds thereof issued payable to the Borrowers or otherwise in favor of or delivered to the Borrowers in connection with any Account; or (e) all other accounts, contract rights, chattel paper, instruments, notes, general intangibles and other forms of obligations owing to the Borrowers, whether from the sale and lease of goods or other property, licensing of any property (including Intellectual Property or other general intangibles), rendition of services or from loans or advances by the Borrowers or to or for the benefit of any third person (including loans or advances to any Affiliates or Subsidiaries of the Borrowers) or otherwise associated with any Accounts, Inventory or general intangibles of the Borrowers (including, without limitation, choses in action, causes of action, tax refunds, tax refund claims, tax credits, any funds which may become payable to the Borrowers in connection with the termination of any Plan or other employee benefit plan and any other amounts payable to the Borrowers from any Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, casualty or any similar types of insurance and any proceeds thereof and proceeds of insurance covering the lives of employees on which the Borrowers are a beneficiary).

1.82           “Records” shall mean all of the Borrowers’ present and future books of account of every kind or nature, purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the Collateral or any account debtor, together with the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of the Borrowers with respect to the foregoing maintained with or by any other person).

1.83           “Registration Rights Agreement” shall mean a registration rights agreement, entered in to between the Lender and Coachmen, substantially in the form attached hereto as Exhibit 1.83.

1.84           “Remaining Escrow Funds” shall mean, on any given date, the actual dollar amount of funds remaining in the escrow account established as security for certain warranty and repurchase obligations retained by Coachmen and certain of its Subsidiaries pursuant to the Asset Purchase Agreement, dated as of November 20, 2008, by and among Forest River, Inc., Coachmen, and the Subsidiaries of Coachmen party thereto.

1.85           “Returns” shall have the meaning set forth in Section 6.5.

1.86           “Revolving Loans” shall have the meaning set forth in Section 2.1(a).

1.87           “Revolving Notes” means the Senior Secured Revolving Note issued by the Borrowers in the form attached hereto as Exhibit 1.87 and all replacements, renewals and any other notes of like tenor hereafter issued by the Borrowers in substitution or exchange for any thereof.

1.88           “SEC Reports” shall have the meaning set forth in section 6.22.

1.89           “Securities” shall mean the Notes, the Warrants and any Conversion Shares and Warrant Shares.  The Notes, the Warrants, the Conversion Shares and the Warrant Shares shall individually be referred to herein as a “Security” and collectively referred to herein as the “Securities.”

1.90           “Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and any successor statute.

1.91           “Shareholder Rights Agreement” shall mean the Rights Agreement, dated January 5, 2000, by and between Coachmen and First Chicago Trust Company of New York, as Rights Agent, pursuant to which Coachmen issued to the holders of its Common Stock certain rights to purchase additional shares of Common Stock as set forth therein.

1.92           “Solvent” shall mean, at any time with respect to any Person, that at such time such Person (a) is able to pay its debts as they mature and has (and has a reasonable basis to believe it will continue to have) sufficient capital (and not unreasonably small capital) to carry on its business consistent with its practices as of the date hereof; and (b) the assets and properties of such Person at a fair valuation (and including as assets for this purpose at a fair valuation all rights of subrogation, contribution or indemnification arising pursuant to any guarantees given by such Person) are greater than the Indebtedness of such Person, and including subordinated and contingent liabilities computed at the amount which, such person has a reasonable basis to believe, represents an amount which can reasonably be expected to become an actual or matured liability (and including as to contingent liabilities arising pursuant to any guarantee the face amount of such liability as reduced to reflect the probability of it becoming a matured liability).

1.93           “Subsidiary” or “subsidiary” shall mean, with respect to any Person, any corporation, limited liability company, limited liability partnership or other limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Capital Stock or other interests entitled to vote in the election of the board of directors of such corporation (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency), managers, trustees or other controlling persons, or an equivalent controlling interest therein, of such Person is, at the time, directly or indirectly, owned by such Person and/or one or more subsidiaries of such Person.

1.94           “Taxes” shall have the meaning set forth in Section 8.4.

1.95“Title Company” has the meaning set forth in Section 3.1(m)(ii).

1.96“Tradmark Security Agreement” has the meaning set forth in Section 3.1(o).

1.97           “Tranche B Notes” means the 20.0% Secured Subordinated Convertible Tranche B Notes issued by the Borrowers in the form attached hereto as Exhibit 1.97, together with any PIK Interest that increases the principal amount thereof from time to time, and all replacements, renewals and any other notes of like tenor hereafter issued by the Borrowers in payment of interest thereon or in substitution or exchange for any thereof.

1.98           “Transaction Documents” shall mean this Loan Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Pledge Agreement, the Trademark Security Agreement, the Mortgages, the Deposit Account Control Agreements, the Investment Property Control Agreements and all guarantees, security agreements, deposit account control agreements, investment property control agreements, pledge agreements and other agreements, certificates and instruments now or at any time hereafter executed and/or delivered by the Borrowers or any Obligor in connection with this Loan Agreement.

1.99           “UCC” shall mean the Uniform Commercial Code as in effect in the State of Florida, and any successor statute, as in effect from time to time (except that terms used herein which are defined in the Uniform Commercial Code as in effect in the State of Florida on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as the Lender may otherwise determine).

1.100           “Unfunded Pension Liability” of any Plan that is an employee pension benefit plan (as such term is defined in Section 3(2) of ERISA) shall mean the amount, if any, by which the value of the accumulated plan benefits under such Plan, determined on a plan termination basis in accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions).

1.101           “Warrant” is defined in the recitals.

1.102           “Warrant Shares” is defined in Section 2.1(c).

1.103           “Warranty Obligations” shall mean, on any given date, the total accrued liabilities (calculated based on the maximum potential contractual obligations) on the consolidated balance sheet of Coachmen and its Subsidiaries attributable to the vehicle warranties retained by Coachmen and certain of its Subsidiaries (a) pursuant to the Asset Purchase Agreement, dated as of November 20, 2008, by and among Forest River, Inc., Coachmen, and the Subsidiaries of Coachmen party thereto or (b) are otherwise outstanding and related to discontinued operations.

SECTION 2.   THE LOANS AND WARRANTS

2.1The Loans and Warrants.

(a)Revolving Loans.  The Lender hereby agrees, subject to the terms and conditions of this Loan Agreement, to make revolving loans (each a “Revolving Loan”) to the Borrowers from time to time at any time prior to the second anniversary of the Closing Date, in an aggregate principal amount at any time outstanding not to exceed $10,000,000.  Each Revolving Loan shall be in the initial principal amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof.  The Borrower Representative shall provide the Lender three (3) Business Day’s notice of any request for a Revolving Loan, which notice shall be in the form of Exhibit 2.1(a) hereto.  No more than one Revolving Loan shall be made in any calendar week.  Within the foregoing limits, the Borrowers may borrow under this Section 2.1(a), prepay or repay Revolving Loans as required under Sections 9.5 or to the extent permitted by Section 9.6, and reborrow pursuant to this Section 2.1(a).  The Revolving Loans shall be evidenced by the Revolving Note.  The Revolving Note shall contain a schedule showing the date and amount of each Revolving Loan and the date and amount of each payment of principal made by the Borrowers with respect thereto, which schedule shall be maintained by the Lender and shall be presumed to be correct, absent manifest error.

(b)Tranche B Notes.  The Lender hereby agrees, subject to the terms and conditions of this Loan Agreement, to lend to the Borrowers, and the Borrowers hereby agree to borrow from the Lender, at the Closing $10,000,000 principal amount of the Tranche B Notes at par.  The Holders of the Tranche B Notes shall have certain registration rights as provided in the Registration Rights Agreement.

(c)Warrants.  The Lender hereby agrees, subject to the terms and conditions of this Loan Agreement, to purchase from Coachmen, and Coachmen hereby agrees to sell to the Lender, at the Closing the Warrants.  The Warrants shall be in substantially the form attached hereto as Exhibit 2.1(c) and shall be initially exercisable for 6,654,855 shares of Common Stock (the “Warrant Shares”).  The Holders of the Warrant Shares shall have certain registration rights as provided in the Registration Rights Agreement.  The terms and provisions contained in the Warrants shall constitute, and are expressly made, a part of this Loan Agreement, and Coachmen and the Lender, by their execution and delivery of this Loan Agreement, expressly agree to such terms and provisions and to be bound thereby.

(d)Closing.  Each Note shall be dated the date of its issuance.  The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Loan Agreement and, to the extent applicable, the Borrowers and the Lender, by their execution and delivery of this Loan Agreement, expressly agree to such terms and provisions and to be bound thereby.  The purchase and sale of the Tranche B Notes and Warrants and the issuance of the Revolving Note shall take place at a closing (the “Closing”) at the offices of White & Case LLP, 200 South Biscayne Boulevard, Suite 4900, Miami, Florida 33131 on October 27, 2009 (or such other Business Day as may be agreed upon by the Lender and the Borrowers (the “Closing Date”)).  At the Closing, the Borrowers shall deliver to the Lender the Securities, dated the Closing Date, to be purchased by or issued to the Lender in accordance with Sections 2.1(a), (b) and (c) (in such permitted denomination or denominations and registered in the Lender’s name or the name of such nominee or nominees as the Lender may reasonably request) against funding therefor by wire transfer to such bank account as the Borrowers shall designate.

(e)Fees and Expenses.  At the initial Closing, the Borrowers agree to pay or reimburse all reasonable fees and expenses relating to this Loan Agreement, including:  (i) the Lender’s reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by the other Transaction Documents as set forth in the funds flow memorandum, dated the Closing Date; (ii) a one-time Closing Fee of four percent (4%) of the Lender’s commitments hereunder, of which $600,000 will be paid at the initial Closing and $200,000 will be paid upon the earlier of (A) the first draw down of a Revolving Loan or (B) the termination of the Revolving Loan facility; and (iii) the fees, expenses and other charges of the Lender’s counsel, White & Case LLP.  At the Lender’s election, the Borrowers shall authorize the Lender to deduct such amount from the proceeds of the Tranche B Notes.

(f)Issue Price.  The Borrowers and the Lender agree that for purposes of Section 1271 et seq. of the Code, the aggregate issue price of the Tranche B Notes is $5,773,559 and the aggregate issue price of the Warrants is $4,226,441, and that this Loan Agreement is intended to constitute agreement as to the issue price for all Federal and other income tax purposes.

2.2Registration

.  Coachmen shall cause to be kept at its principal office registers for the registration and transfer of the Notes and the Warrants (each, a “Register”).  The names and addresses of the Holders of Notes and Warrants, as applicable, the transfer of Notes and Warrants, as applicable, and the names and addresses of the transferees of the Notes and Warrants, as applicable, shall be registered in the Register.  The Person in whose name any registered Note or Warrant shall be registered shall be deemed and treated as the owner and holder thereof for all purposes of this Loan Agreement and the Borrowers shall not be affected by any notice to the contrary, until due presentment of such Security for registration of transfer so provided in this Section 2.2.  Payment of or on account of the principal, premium, if any, and interest on, or any other amount in respect of, any registered Note shall be made to or upon the written order of such registered holder.

2.3Issue Taxes

.  The Borrowers agree to pay all taxes (other than taxes in the nature of income, franchise or gift taxes) in connection with the issuance, sale, delivery or transfer by the Borrowers to the Lender of the Securities and the execution and delivery of the agreements and instruments contemplated hereby and any modification of any Security, agreements and instruments and will save the Lender harmless without limitation as to time against any and all liabilities with respect to all such taxes.  The obligations of the Borrowers under this Section 2.3 shall survive the payment or prepayment of the Notes, the conversion of the Tranche B Notes into Common Stock, the exercise of the Warrants and the termination of this Loan Agreement.

2.4General Provisions Regarding Payments

.  All payments by the Borrowers of principal, premium, if any, interest and other amounts hereunder shall be made in U.S. dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, without deduction or withholding for any present or future taxes, assessments or other charges of whatever nature, and delivered to each Holder’s account not later than 12:00 Noon (New York time) on the date due unless such is a day which is not a Business Day, in which case the Borrowers shall make such payments on the next  succeeding Business Day, and interest shall accrue on the aggregate amount of such payments until such amount is paid and payment of such accrued interest shall be made concurrently with the payment of such amount.

2.5Lost, etc., Securities

.  If a mutilated Security is surrendered to the Borrowers or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Borrowers to the effect that the Security has been lost, destroyed or wrongfully taken, the Borrowers shall issue a replacement Security if the Holder of the Security provides an affidavit of an authorized officer of such owner, setting forth the fact of loss, theft or destruction and of its ownership of the Security at the time of such loss, theft or destruction.

2.6Indemnification.

(a)The Borrowers hereby jointly and severally agree without limitation as to time, to indemnify each Holder and each director, officer, employee, agent and Affiliate of such Holder (collectively, the “Indemnified Parties”) against, and hold it and them harmless from, all losses, claims, damages, liabilities, costs (including reasonable attorneys fees and disbursements) (collectively, “Losses”) incurred by it or them and arising out of or in connection with this Loan Agreement, the Securities, or any other Transaction Document, or the transactions contemplated hereby or thereby (or any other document or instrument executed herewith or pursuant hereto or thereto), whether or not the transactions contemplated by this Loan Agreement are consummated and whether or not any Indemnified Party is a formal party to any proceeding, other than to the extent that any Losses result from action on the part of any Indemnified Party which is finally judicially determined to constitute either gross negligence or willful misconduct.  For the purpose of the preceding sentence, “Losses” shall not include any losses by any Holder resulting solely from the reduction in value of the Securities.  The Borrowers agree to reimburse any Indemnified Party promptly for all such Losses as they are incurred by such Indemnified Party.  The obligations of the Borrowers shall not be extinguished solely because any other Indemnified Party is not entitled to indemnity hereunder.  The obligations of the Borrowers under this Section 2.6 shall survive the payment or prepayment of the Notes, at maturity, upon acceleration, redemption or otherwise, the conversion of the Tranche B Notes into Conversion Shares, the exercise of the Warrants for Warrant Shares, any transfer of the Securities by any Holder and the termination of this Loan Agreement or any other Transaction Document.  This indemnity agreement will be in addition to any liability which the Borrowers may otherwise have, including under this Loan Agreement and any other indemnification agreements contained in any other Transaction Document.

(b)In case any action shall be brought against any Indemnified Party with respect to which indemnity may be sought against the Borrowers hereunder, such Indemnified Party shall promptly notify the Borrowers in writing and the Borrowers shall, if they so desire, assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party and payment of such counsel’s reasonable fees and expenses.  The failure to so notify the Borrowers shall not affect any obligation they may have to any Indemnified Party under this Loan Agreement or otherwise unless they are materially adversely affected by such failure.  Each Indemnified Party shall have the right to employ separate counsel in such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of each Indemnified Party unless: (i) the Borrower Representative has agreed in writing to pay such expenses; (ii) the Borrowers have failed to assume such defense and employ counsel; or (iii) the named parties to any such action (including any impleaded parties) include one or more of the Borrowers, and such Indemnified Party shall have been advised by outside counsel that there may be one or more legal defenses available to it which are inconsistent with or additional to those available to the Borrowers; provided that, if the Indemnified Party notifies the Borrowers in writing that it elects to employ separate counsel in the circumstances described in the preceding subclauses (ii) or (iii), the Borrowers shall not have the right to assume the defense of such action or proceeding; provided, however, that the Borrowers shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the fees and expenses of more than one such firm of separate counsel (in addition to any necessary local counsel), which counsel shall be designated by such Indemnified Party. The Borrowers agree that they will not, without the Indemnified Parties’ prior written consent, settle or compromise any pending or threatened claim, action or suit in respect of which indemnification or contribution may be sought hereunder unless the foregoing contains an unconditional release of the Indemnified Parties from all liability and obligation arising therefrom.

(c)If the indemnification provided for in this Section 2.6 is unavailable to any Indemnified Party in respect of any Losses referred to herein, then the Borrowers, in lieu of indemnifying such Persons, shall have an obligation to contribute to the amount paid or payable by such Persons as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Borrowers and the Lender and the other Indemnified Parties in connection with the actions which resulted in such Losses as well as any other relevant equitable considerations.  The amount paid or payable by any such Person as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in this Section 2.6, any legal or other fees or expenses reasonably incurred by such Person in connection with any investigation, lawsuit or legal or administrative action or proceeding.

(d)The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.

2.7Use of Proceeds

.  The proceeds of the Securities, together with other funds available to the Borrowers, shall be applied by the Borrowers only in accordance with Schedule 2.7 hereto.

2.8Margin Regulations

.  No portion of the proceeds of any Securities under this Loan Agreement shall be used by the Borrowers in any manner that might cause the issuance and sale of the Securities or the application of such proceeds to violate Regulation U, Regulation T or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation of such Board or to violate the Exchange Act, in each case as in effect on the date or dates of such issuance and sale and such use of proceeds.

SECTION 3.   CONDITIONS PRECEDENT

3.1Conditions to initial Closing

.  The obligations of the Lender to purchase and pay for the Tranche B Notes to be delivered on the initial Closing Date are subject to the prior or concurrent satisfaction of the following conditions:

(a)The Borrowers shall have duly authorized, executed and delivered to the Lender the Loan Agreement, the Notes, the Warrants, the Registration Rights Agreement and the other Transaction Documents and the documents and instruments to be delivered in connection therewith;

(b)There shall exist no Default or Event of Default and all the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all respects with the same effect as though such representations and warranties had been made on such Closing Date;

(c)The Lender shall have received, in form and substance satisfactory to the Lender, all releases, terminations and such other documents as the Lender may request to evidence and effectuate the termination by any outstanding secured creditor (other than the Existing Lenders) to the Borrowers of their respective financing arrangements with the Borrowers and the termination and release by it or them, as the case may be, of any interest in and to any assets and properties of the Borrowers and each Obligor, duly authorized, executed and delivered by it or each of them, including, but not limited to, (i) UCC termination statements for all UCC financing statements previously filed by it or any of them or their predecessors, as secured party, and the Borrowers or any Obligor, as debtor; and (ii) satisfactions and discharges of any mortgages, deeds of trust or deeds to secure debt by the Borrowers or any Obligor in favor of it, in form acceptable for recording with the appropriate Governmental Authority;

(d)All requisite corporate action and proceedings in connection with this Loan Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Lender, and the Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which the Lender may have requested in connection therewith, such documents where requested by the Lender or its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a copy of the articles of incorporation of Coachmen certified by the Secretary of State of Indiana);

(e)The Lender shall have received evidence, in form and substance satisfactory to the Lender, that the Lender has a valid perfected security interest in all of the Collateral, of first priority except for Permitted Encumbrances, including without limitation;

(i)proper financing statements (Form UCC-1 or the equivalent) fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Lender, desirable, to perfect the security interests purported to be created by the Transaction Documents;

(ii)certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that Coachmen or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Closing Date, together with copies of such other financing statements that name Coachmen or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Encumbraces);

(iii)evidence of the completion of all other recordings and filings of, or with respect to, the Transaction Documents as may be necessary or, in the reasonable opinion of the Lender, desirable, to perfect the security interests intended to be created by the Transaction Documents; and

(iv)evidence that all other actions necessary or, in the opinion of the Lender, desirable to perfect and protect the security interests purported to be created by the Transaction Documents have been taken.

(f)The Lender shall have received evidence of insurance and loss payee endorsements and assignments of insurance proceeds as required hereunder and under the other Transaction Documents, in form and substance satisfactory to the Lender, and certificates of insurance policies and/or endorse­ments naming the Lender as loss payee;

(g)The Lender shall have received, in form and substance satisfactory to the Lender, such opinion letters of counsel to the Borrowers with respect to the Transaction Documents and such other matters as the Lender may request, including, without limitation, an opinion addressed to the Lender from local counsel in Colorado, Indiana, Iowa, North Carolina, Tennessee and Virginia, covering such matters as the Lender may request including, but not limited to, the enforceability of each Mortgage to be filed for record in such states.

(h)The Lender shall have received the following financial statements and information (the “Financial Statements”): (i) an estimated unaudited pro forma consolidated balance sheet of Coachmen as of such Closing Date, prepared in accordance with GAAP after giving effect to all transactions contemplated hereby, which shall be in form and substance satisfactory to the Lender; (ii) the audited consolidated balance sheet of Coachmen and its consolidated subsidiaries as of December 31, 2008 and the related consolidated statements of income and retained earnings and the related consolidated statements of cash flows of Coachmen for the fiscal year then ended, together with the notes thereto; and (iii) the unaudited consolidated statements of income of Coachmen and its consolidated Subsidiaries for the eight months ending August 30, 2009.  Since December 31, 2008, no Material Adverse Effect shall have occurred;

(i)The Lender shall have received an Officers Certificate of each Borrower, dated as of such Closing Date, certifying that (i) such Borrower is Solvent after giving effect to the consummation of the transactions contemplated hereby; (ii) the representations and warranties in Section 6 of this Loan Agreement are true, correct and complete on and as of the Closing Date; (iii) none of the Transaction Documents contains any untrue statement of a material fact or omits a material fact necessary to make the statements therein not misleading; (iv) the Borrower shall have performed all agreements and satisfied all conditions which this Loan Agreement and the other Transaction Documents provide shall be performed or satisfied by it on or before such Closing Date except as otherwise disclosed to and agreed to in writing by the Borrower Representative and the Lender; and (v) no Default or Event of Default shall have occurred and be continuing;

(j)On such Closing Date, the Lender’s purchase of the Securities shall not be prohibited by any applicable law or governmental regulation and shall not subject it to any penalty or, in the Lender’s reasonable judgment, other onerous conditions under or pursuant to any applicable law or governmental regulation.  The offering, issuance, and sale of the Securities shall have complied with all applicable requirements of Federal and state securities laws, and the Lender shall have received evidence of such compliance in form and substance satisfactory to the Lender;

(k)The Borrower Representative shall have executed and delivered to the Lender the Director Indemnification Agreement for the director nominees of the Lender in substantially the form of Exhibit 3.1(k) hereto and shall provide evidence that the Lender’s designees to Coachmen’s Board of Directors are covered by at least $25 million of D&O insurance; and

(l)Coachmen and the Subsidiaries named therein shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit 3.1(l) (as amended, modified or supplemented from time to time, the “Pledge Agreement”) and shall have delivered to the Lender all of the pledged securities, if any, referred to therein then owned by Coachmen and the Subsidiaries named therein, (i) endorsed in blank in the case of promissory notes and (ii) together with executed and undated stock powers in the case of Capital Stock.

(m)The Lender shall have received:

(i)a mortgage, leasehold mortgage, deed of trust, leasehold deed of trust, deed to secure debt or leasehold deed to secure debt in substantially the form of Exhibit 3.1(m) (as amended, modified or supplemented from time to time, the “Mortgage”) with local law changes, duly executed, and corresponding UCC Fixture Filings, in form and substance satisfactory to the Lender, which Mortgage and UCC Fixture Filings shall cover each Real Property owned or leased by Coachmen or any of its Subsidiaries and designated as a “Mortgaged Property” on Schedule 3.1(m), together with evidence that counterparts of such Mortgage and UCC Fixture Filings have been delivered to the Title Company insuring the lien of such Mortgage for recording;

(ii)a lender’s title insurance policy (Form 1992) relating to each Mortgage of Real Property referred to above, other than Mortgages of Excluded Real Property, issued by a title insurer satisfactory to the Lender (the “Title Company”), in an insured amount satisfactory to the Lender and insuring the Lender that the Mortgage is a valid and enforceable first priority mortgage lien on such mortgaged property, free and clear of all defects and encum­brances except Permitted Encumbrances, with each such mortgage policy (1) to be in form and substance satisfactory to the Lender, (2) to include, to the extent available in the applicable jurisdiction, supplemental endorsements (including, without limitation, endorsements relating to, usury, first loss, last dollar, tax parcel, subdivision, zoning, contiguity, variable rate, doing business, public road access, survey, environmental lien, mortgage tax and so-called comprehensive coverage over covenants and restrictions and for any other matters that the Lender in its discretion may reasonably request), (3) to not include the “standard” title exceptions, a survey exception or an exception for mechanics’ liens, and (4) to provide for affirmative insurance and such reinsurance as the Lender in its discretion may reasonably request;

(iii)to induce the Title Company to issue the mortgage policies referred to in subsection (ii) above, such affidavits, certificates, surveys, information and instruments of indemnification (including, without limitation, a so-called “gap” indemni­fi­ca­tion) as shall be required by the Title Company, together with payment by the Borrowers of all mortgage policy premiums, search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of such Mortgages and issuance of such mortgage policies;

(iv)to the extent obtainable on or prior to the Closing Date, fully executed landlord waivers and/or bailee agreements in respect of those leaseholds of Coachmen or any of its Subsidiaries, each of which landlord waivers and/or bailee agreements shall be in form and substance reasonably satisfactory to the Lender;

(v)to the extent requested by the Lender, copies of all leases in which Coachmen or any of its Subsidiaries holds the lessor’s interest or other agreements relating to possessory interests, if any; provided, that, to the extent any of the foregoing affect any Real Property subject to the Mortgages, to the extent requested by the Lender, such agreements shall be subordinate to the lien of the Mortgage to be recorded against such Real Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement (with any such agreement being reasonably acceptable to the Lender); and

(vi)flood certificates covering each Real Property in form and substance acceptable to the Lender, certified to the Lender and certifying whether or not such Real Property is located in a flood hazard area, as determined by designation of each such Real Property in a special flood hazard zone by reference to the applicable FEMA map.

(n)Coachmen and its Subsidiaries shall have duly authorized, executed and delivered to the Lender a Trademark Security Agreement in the form of Exhibit 3.1(n) (as amended, modified or supplemented from time to time, the “Trademark Security Agreement”).

(o)The Lender shall have received a Deposit Account Control Agreement in the form of Exhibit 3.1(o) (as amended, modified or supplemented from time to time, the “Deposit Account Control Agreement”), duly executed, with respect to all the deposit accounts set forth in the Perfection Certificate.

(p)Coachmen shall have amended the Shareholder Rights Agreement, in form and substance satisfactory to the Lender, which amendment shall exclude from the events triggering the right of any Person to purchase Common Stock or other securities thereunder both (i) the transactions contemplated by this Loan Agreement (including without limitation the purchase of the Notes and Warrants, the conversion of the Tranche B Notes and the exercise of the Warrants) and (ii) any Approved Purchase.

(q)Coachmen’s Board of Directors shall have approved an amendment to Coachmen’s by-laws providing that Chapter 42 of the Indiana Business Corporation Law, which relates to “control share acquisitions” (as defined therein), shall no longer apply to Coachmen, and the Lender shall have received, in form and substance satisfactory to the Lender, evidence that such amendment has become effective to accomplish such purpose.

(r)The Lender shall have received evidence, in form and substance satisfactory to the Lender, that (i) the parties to the Change of Control Agreements shall have waived their rights under any of the Change of Control Agreements as a result of the transactions contemplated by this Loan Agreement and (ii) Coachmen shall have issued warrants to purchase Common Stock in full satisfaction of its obligation to fund a rabbi trust to secure payment of amounts owed under its Executive Benefit and Estate Accumulation Plan as a result of the change in control of Coachmen (after such funding, the Lender expects that Coachmen will fulfill all of its obligations thereunder).

(s)Any document required to be filed, registered, notarized or recorded in order to create and perfect the security interests purported to be granted in the Transaction Documents as first priority liens shall have been properly filed, registered, notarized or recorded in each office in each jurisdiction in which such filings, registrations, notarizations and recordations are required, and any other action required in the sole discretion of the Lender to perfect such security interests as such first priority liens shall have been effected, and the Lender shall have received acknowledgment copies or other evidence satisfactory to it that all necessary filing, notarization, recording and other fees and taxes assessed by any Governmental Authority related to such filings, notarizations, registrations and recordings have been paid in full.

(t)The Lender shall have received a subordination agreement, executed by Lake City Bank and the State of Indiana, in form and substance satisfactory to the Lender.

(u)The Lender shall have received evidence that the Borrowers have obtained payoff letters from all the participants in the industrial revenue bonds owed to the Rutherford Financing Authority and the Franklin Development Authority providing for the removal of all the liens securing such bonds and the letters of credit supporting them and the return of the excess cash serving as collateral therefor to bank accounts subject to a valid Deposit Account Control Agreement.

(v)The Borrowers shall have properly surrendered all of the life insurance policies that the Lender and the Borrower Representative have agreed will be surrendered for the cash surrender value thereof prior to the Closing Date.

3.2Conditions to Subsequent Closings

.  The obligations of the Lender to purchase and pay for Revolving Loans to be delivered on each Closing Date subsequent to the initial Closing are subject to the prior or concurrent satisfaction of the following conditions:

(a)The Lender shall have received, in form and substance satisfactory to the Lender, all releases, terminations and such other documents as the Lender may request to evidence and effectuate the termination by any outstanding secured creditor (other than the Existing Lenders) to the Borrowers of their respective financing arrangements with the Borrowers and the termination and release by it or them, as the case may be, of any interest in and to any assets and properties of the Borrowers and each Obligor, duly authorized, executed and delivered by it or each of them, including, but not limited to, (i) UCC termination statements for all UCC financing statements previously filed by it or any of them or their predecessors, as secured party, and the Borrowers or any Obligor, as debtor; and (ii) satisfactions and discharges of any mortgages, deeds of trust or deeds to secure debt by the Borrowers or any Obligor in favor of it, in form acceptable for recording with the appropriate Governmental Authority;

(b)The Lender shall have received an Officer’s Certificate of each Borrower, dated as of such subsequent Closing Date substantially in the form of Exhibit 2.1(a) hereto, certifying that (i) such Borrower is Solvent after giving effect to such funding; (ii) the representations and warranties in Section 6 of this Loan Agreement are true, correct and complete on and as of such subsequent Closing Date; (iii) on and as of such subsequent Closing Date, none of the Transaction Documents contains any untrue statement of a material fact or omit a material fact necessary to make the statements therein not misleading; (iv) the Borrower has performed all agreements and satisfied all conditions which this Loan Agreement and the other Transaction Documents provide shall be performed or satisfied by it on or before such subsequent Closing Date except as otherwise disclosed to and agreed to in writing by the Borrower Representative and the Lender; and (v) no Default or Event of Default shall have occurred and be continuing on such subsequent Closing Date ;

(c)On and as of such subsequent Closing Date , the Lender’s loans hereunder or exercise of any rights herein or in any Transaction Document shall not have become prohibited by any applicable law or governmental regulation and shall not subject it to any penalty or, in the Lender’s reasonable judgment, other onerous conditions under or pursuant to any applicable law or governmental regulation;

(d)Prior to such subsequent Closing Date , the Lender shall have received the following financial statements and information:

(i)if Coachmen is required to file period reports pursuant to the Exchange Act as of such subsequent Closing Date , (A) an estimated unaudited pro forma consolidated balance sheet of Coachmen giving effect to such Revolving Loan, as of such subsequent Closing Date , prepared in accordance with GAAP, which shall be in form and substance satisfactory to the Lender; and (B) estimated unaudited consolidated statements of income of Coachmen and its consolidated Subsidiaries for the interim period between Coachmen’s most recent financial statements filed pursuant to the Exchange Act and the last day of the month immediately preceding such subsequent Closing Date ; or

(ii)if Coachmen is not required to file period reports pursuant to the Exchange Act as of such subsequent Closing Date, (A) an estimated unaudited pro forma consolidated balance sheet of Coachmen giving effect to the Revolving Loan to occur on such subsequent Closing Date, prepared in accordance with GAAP, which shall be in form and substance satisfactory to the Lender; (B) the audited consolidated balance sheet of Coachmen and its consolidated Subsidiaries as of the last day of the fiscal year immediately preceding such subsequent Closing Date (or if such subsequent Closing Date is prior to April 1st of any year, the fiscal year prior to such fiscal year immediately preceding such subsequent Closing Date) and the related consolidated statements of income and retained earnings and the related consolidated statements of cash flows of Coachmen for such fiscal year; and (C) the unaudited consolidated statements of income of Coachmen and its consolidated Subsidiaries for the fiscal quarter immediately preceding such subsequent Closing Date.  As of such subsequent Closing Date, no Material Adverse Effect shall have occurred since December 31, 2008;

(e)The Lender shall have received an updated Perfection Certificate, dated as of such subsequent Closing Date, in form and substance satisfactory to the Lender, which shall confirm that as of such subsequent Closing Date,  the Lender continues to have a valid perfected security interest in all of the Collateral, of first priority except for Permitted Encumbrances;

(f)The Lender shall have received the remaining Closing Fee of $200,000;

(g)On the Closing Date, the conditions in Section 3.1 shall have been satisfied.

SECTION 4.   GRANT AND PERFECTION OF SECURITY INTEREST

4.1Grant of Security Interest

.  To secure payment and performance of all Obligations, the Borrowers hereby grant to the Lender, a continuing security interest in, a lien upon, and a right of set off against, and hereby assigns to the Lender, as security, all personal and real property and fixtures and interests in property and fixtures of the Borrowers, whether now owned or hereafter acquired or existing, and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by the Lender, collectively, the “Collateral”), including:

(a)all Accounts;

(b)all cash;

(c)all general intangibles, including, without limitation, all Intellectual Property;

(d)all goods, including, without limitation, Inventory and Equipment;

(e)all Real Property and fixtures;

(f)all chattel paper, including, without limitation, all tangible and electronic chattel paper;

(g)all instruments, including, without limitation, all promissory notes;

(h)all documents;

(i)all deposit accounts;

(j)all letters of credit, banker’s acceptances and similar instruments and including all letter-of-credit rights;

(k)all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of Receivables and other Collateral, including (i) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral; (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party; (iii) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Receivables or other Collateral, including returned, repossessed and reclaimed goods; and (iv) deposits by and property of account debtors or other persons securing the obligations of account debtors;

(l)all (i) investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts); and (ii) monies, credit balances, deposits and other property of the Borrowers now or hereafter held or received by or in transit to the Lender or its Affiliates or at any other depository or other institution from or for the account of the Borrowers, whether for safekeeping, pledge, custody, transmission, collection or otherwise;

(m)all commercial tort claims, including, without limitation, those identified in the Perfection Certificate;

(n)to the extent not otherwise described above, all Receivables;

(o)all Records; and

(p)all products and proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral.

4.2Perfection of Security Interests

.

(a)The Borrowers irrevocably and unconditionally authorize the Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming the Lender or its designee as the secured party and the Borrowers as debtor, as the Lender may require, and including any other information with respect to the Borrowers or otherwise required by part 5 of Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may determine, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof.  The Borrowers hereby ratify and approve all financing statements naming the Lender or its designee as secured party and the Borrowers as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements (and amendments, if any).  The Borrowers hereby authorize the Lender to adopt on behalf of the Borrowers any symbol required for authenticating any electronic filing.  In the event that the description of the collateral in any financing statement naming the Lender or its designee as the secured party and the Borrowers as debtor includes assets and properties of the Borrowers that do not at any time constitute Collateral, whether hereunder, under any of the other Transaction Documents or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by the Borrowers to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral.  In no event shall the Borrowers at any time file, or permit or cause to be filed,  any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the Lender or its designee as secured party and the Borrowers as debtor.

(b)The Borrowers do not have any chattel paper (whether tangible or electronic) or instruments, except as set forth in the Perfection Certificate.  In the event that the Borrowers shall be entitled to or shall receive any chattel paper or instrument after the date hereof, the Borrowers shall promptly notify the Lender thereof in writing.  Promptly upon the receipt thereof by or on behalf of the Borrowers (including by any agent or representative), the Borrowers shall deliver, or cause to be delivered to the Lender, all tangible chattel paper and instruments that the Borrowers, or may at any time acquire, accompanied by such instruments of transfer or assignment duly executed in blank as the Lender may from time to time specify, in each case except as the Lender may otherwise agree.  At the Lender’s option, the Borrowers shall, or the Lender may at any time on behalf of the Borrowers, cause the original of any such instrument or chattel paper to be conspicuously marked in a form and manner acceptable to the Lender with the following legend referring to chattel paper or instruments as applicable: “This [chattel paper][instrument] is subject to the security interest of [Lender] and any sale, transfer, assignment or encumbrance of this [chattel paper][instrument] violates the rights of such secured party.”

(c)In the event that the Borrowers shall at any time hold or acquire an interest in any electronic chattel paper or any “transferable record” (as such term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction), the Borrowers shall promptly notify the Lender thereof in writing.  Promptly upon the Lender’s request, the Borrowers shall take, or cause to be taken, such actions as the Lender may request to give the Lender control of such electronic chattel paper under Section 9-105 of the UCC and control of such transferable record under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as in effect in such jurisdiction.

(d)The Borrowers do not have any deposit accounts, except as set forth in the Perfection Certificate.  The Borrowers shall not, directly or indirectly, after the date hereof open, establish or maintain any deposit account unless each of the following conditions is satisfied:  (i) the Lender shall have received not less than five (5) Business Days prior written notice of the intention of the Borrowers to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to the Lender the name of the account, the owner of the account, the name and address of the bank at which such account is to be opened or established, the individual at such bank with whom the Borrowers are dealing and the purpose of the account; (ii)  the bank where such account is opened or maintained shall be acceptable to the Lender; and (iii) on or before the opening of such deposit account, the Borrowers shall as the Lender may specify either (A) deliver to the Lender a Deposit Account Control Agreement with respect to such deposit account duly authorized, executed and delivered by the Borrowers and the bank at which such deposit account is opened and maintained; or (B) arrange for the Lender to become the customer of the bank with respect to the deposit account on terms and conditions acceptable to the Lender.  The terms of this subsection (d) shall not apply to deposit accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Borrowers’ salaried employees.

(e)The Borrowers do not own or hold, directly or indirectly, beneficially or as record owner or both, any investment property, or have any investment account, securities account, commodity account or other similar account with any bank or other financial institution or other securities intermediary or commodity intermediary, in each case except as set forth in the Perfection Certificate.

(i)In the event that the Borrowers shall be entitled to or shall at any time after the date hereof hold or acquire any certificated securities, the Borrowers shall promptly endorse, assign and deliver the same to the Lender, accompanied by such instruments of transfer or assignment duly executed in blank as the Lender may from time to time specify. If any securities, now or hereafter acquired by the Borrowers are uncertificated and are issued to the Borrowers or their nominee directly by the issuer thereof, the Borrowers shall immediately notify the Lender thereof and shall as the Lender may specify, either (A) cause the issuer to agree to comply with instructions from the Lender as to such securities, without further consent of the Borrowers or such nominee; or (B) arrange for the Lender to become the registered owner of the securities.

(ii)The Borrowers shall not, directly or indirectly, after the date hereof open, establish or maintain any investment account, securities account, commodity account or any other similar account (other than a deposit account) with any securities intermediary or commodity intermediary unless each of the following conditions is satisfied:  (A)  the Lender shall have received not less than five (5) Business Days prior written notice of the intention of the Borrowers to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to the Lender the name of the account, the owner of the account, the name and address of the securities intermediary or commodity intermediary at which such account is to be opened or established, the individual at such intermediary with whom the Borrowers are dealing and the purpose of the account; (B) the securities intermediary or commodity intermediary (as the case may be) where such account is opened or maintained shall be acceptable to the Lender; and (C) on or before the opening of such investment account, securities account or other similar account with a securities intermediary or commodity intermediary, the Borrowers shall as the Lender may specify either (I) execute and deliver, and cause to be executed and delivered to the Lender, an Investment Property Control Agreement with respect thereto duly authorized, executed and delivered by the Borrowers and such securities intermediary or commodity intermediary; or (II) arrange for the Lender to become the entitlement holder with respect to such investment property on terms and conditions acceptable to the Lender.

(f)The Borrowers are not the beneficiary or otherwise entitled to any right to payment under any letter of credit, banker’s acceptance or similar instrument, except as set forth in the Perfection Certificate.  In the event that the Borrowers shall be entitled to or shall receive any right to payment under any letter of credit, banker’s acceptance or any similar instrument, whether as beneficiary thereof or otherwise after the date hereof, the Borrowers shall promptly notify the Lender thereof in writing.  The Borrowers shall immediately, as the Lender may specify, either (i) deliver, or cause to be delivered to the Lender, with respect to any such letter of credit, banker’s acceptance or similar instrument, the written agreement of any nominated person obligated to make any payment in respect thereof (including any confirming or negotiating bank), in form and substance satisfactory to the Lender, consenting to the assignment of the proceeds of the letter of credit to the Lender by the Borrowers and agreeing to make all payments thereon directly to the Lender or as the Lender may otherwise direct; or (ii) cause the Lender to become, at the Borrowers’ expense, the transferee beneficiary of the letter of credit, banker’s acceptance or similar instrument (as the case may be).

(g)The Borrowers have no commercial tort claims, except as set forth in the Perfection Certificate.  In the event that the Borrowers shall at any time after the date hereof have any commercial tort claims, the Borrowers shall promptly notify the Lender thereof in writing, which notice shall (i) set forth in reasonable detail the basis for and nature of such commercial tort claim; and (ii) include the express grant by the Borrowers to the Lender of a security interest in such commercial tort claim (and the proceeds thereof).  In the event that such notice does not include such grant of a security interest, the sending thereof by the Borrowers to the Lender shall be deemed to constitute such grant to the Lender.  Upon the sending of such notice, any commercial tort claim described therein shall constitute part of the Collateral and shall be deemed included therein.  Without limiting the authorization of the Lender provided in Section 4.2(a) hereof or otherwise arising by the execution by the Borrowers of this Loan Agreement or any of the other Transaction Documents, the Lender is hereby irrevocably authorized from time to time and at any time to file such financing statements naming the Lender or its designee as secured party and the Borrowers as debtor, or any amendments to any financing statements, covering any such commercial tort claim as Collateral. In addition, the Borrowers shall promptly upon the Lender’s request, execute and deliver, or cause to be executed and delivered, to the Lender such other agreements, documents and instruments as the Lender may require in connection with such commercial tort claim.

(h)The Borrowers do not have any goods, documents of title or other Collateral in the custody, control or possession of a third party, except as set forth in the Perfection Certificate and except for goods located in the United States in transit to a location of the Borrowers permitted herein in the ordinary course of business of the Borrowers in the possession of the carrier transporting such goods.  In the event that any goods, documents of title or other Collateral are at any time after the date hereof in the custody, control or possession of any other person not referred to in the Perfection Certificate or such carriers, the Borrowers shall promptly notify the Lender thereof in writing.  Promptly upon the Lender’s request, the Borrowers shall deliver to the Lender a Collateral Access Agreement duly authorized, executed and delivered by such person and the Borrowers.

(i)The Borrowers do not own any fee or leasehold or other interest in real property or fixtures, except as set forth in the Perfection Certificate.  In the event that the Borrowers shall at any time hold or acquire any fee or leasehold or other interest in real property or fixtures, the Borrowers shall promptly notify the Lender thereof in writing.  Promptly upon the receipt of such interest by or on behalf of the Borrowers (including by any agent or representative), the Borrowers shall (i) deliver or cause to be delivered to the Lender all mortgages, deeds of trust, deeds to secure debt, leasehold mortgages and other instruments, in form acceptable for recording with the appropriate Governmental Authority, together with all necessary endorsements thereon, as shall be requested by the Lender to perfect a first priority lien on such fee or leasehold or other interest in real property or fixtures, (ii) cooperate with the Lender in filing such documents with the appropriate Governmental Authority and (iii) promptly pay to the Lender all recording taxes and other fees assessed by any Governmental Authority in respect of such filing.

(j)The Borrowers shall take any other actions reasonably requested by the Lender from time to time to cause the attachment, perfection and priority of, and the ability of the Lender to enforce, the security interest of the Lender in any and all of the Collateral, including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC or other applicable law, to the extent, if any, that each of the Borrowers’ signatures thereon are required therefor; (ii) causing the Lender's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the security interest of the Lender in such Collateral; (iii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Lender to enforce, the security interest of the Lender in such Collateral; (iv) obtaining the consents and approvals of any Governmental Authority or third party, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, and taking all actions required by any earlier versions of the UCC or by other law, as applicable in any relevant jurisdiction.

SECTION 5.   COLLATERAL COVENANTS

5.1Accounts Covenants.

(a)The Borrowers shall notify the Lender promptly of: (i) any material delay in the Borrowers’ performance of any of their obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof; and (ii) all material adverse information relating to the financial condition of any account debtor.  No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without the Lender's consent, except in the ordinary course of the Borrowers’ business consistent with past practice and except as set forth in the reports delivered to the Lender pursuant to Section 8.6.  So long as no Event of Default exists or has occurred and is continuing, the Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor.  At any time that an Event of Default exists or has occurred and is continuing, the Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

(b)With respect to each Account: (i) the amounts shown on any invoice delivered to the Lender or schedule thereof delivered to the Lender shall be true and complete; (ii) no credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor except as reported to the Lender in accordance with this Loan Agreement and except for credits, discounts, allowances or extensions made or given in the ordinary course of the Borrowers’ business consistent with past practice; (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to the Lender in accordance with the terms of this Loan Agreement; and (iv) none of the transactions giving rise thereto will violate any applicable foreign, Federal, state or local laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms.

(c)The Lender shall have the right at any time or times, in the Lender's name (at any time during which an Event of Default shall exist or be continuing) or in the name of a nominee of the Lender (at all other times), to verify the validity, amount or any other matter relating to any Receivables or other Collateral, by mail, telephone, facsimile transmission or otherwise.

5.2Inventory Covenants

.  With respect to the Inventory: (a) the Borrowers shall at all times maintain inventory records reasonably satisfactory to the Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, the Borrowers’ cost therefor and monthly withdrawals therefrom and additions thereto; (b) the Borrowers shall conduct a physical count of the Inventory at least once each year as to perpetual inventory and quarterly as to non-perpetual inventory, but at any time or times as the Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply the Lender with a report in the form and with such specificity as may be satisfactory to the Lender concerning such physical count; (c) the Borrowers shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of the Lender, except for sales of Inventory in the ordinary course of the Borrowers’ business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to the Borrowers that is in transit to the locations set forth or permitted herein; (d) upon the Lender's request, the Borrowers shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as the Lender may request on or after an Event of Default, deliver or cause to be delivered to the Lender written appraisals as to the Inventory in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (e) the Borrowers shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (f) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (g) the Borrowers assume all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (h) except as set forth on Schedule 5.2 hereto as agreed to by the Lender, the Borrowers shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return, or may obligate the Borrowers to repurchase, such Inventory other than the return of defective Inventory in the ordinary course of business; (i) the Borrowers shall keep the Inventory in good and marketable condition; and (j) the Borrowers shall not, without prior written notice to the Lender or the specific identification of such Inventory in a report with respect thereto provided by the Borrowers to the Lender pursuant to Section 8.6 hereof, acquire or accept any Inventory on consignment or approval.

5.3Equipment Covenants

.  With respect to the Equipment: (a) within fifteen (15) days after the written request of the Lender to any one time during a fiscal year of the Borrowers prior to an Event of Default, and at any time or times as the Lender may request on or after an Event of Default occurs and is continuing, the Borrowers shall, at their expense, deliver or cause to be delivered to the Lender written appraisals as to the Equipment in form, scope and methodology acceptable to the Lender and by an appraiser acceptable to the Lender, addressed to the Lender and upon which the Lender is expressly permitted to rely; (b) the Borrowers shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); (c) the Borrowers shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the Borrowers’ business and not for personal, family, household or farming use; (e) the Borrowers shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of the business of the Borrowers or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles and trailers and tools or similar equipment for warranty, delivery and installation purposes in the ordinary course of business; (f) the Equipment is now and shall remain personal property and the Borrowers shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) the Borrowers assume all responsibility and liability arising from the use of the Equipment.

5.4Real Property Covenants.   The Borrowers shall cause the Real Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, to be in good condition, order and repair in all material respects and to otherwise be operated, serviced, maintained and repaired in accordance and compliance with the terms and conditions of all insurance policies maintained with respect to the Real Property at any time and all requirements of any Governmental Authority having jurisdiction over the Real Property.

5.5Power of Attorney

.  The Borrowers hereby irrevocably designate and appoint the Lender (and all persons designated by the Lender) as the Borrowers’ true and lawful attorney-in-fact, and authorizes the Lender, in the Borrowers’ or the Lender's name, to: (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on Receivables or other Collateral; (ii) enforce payment of Receivables by legal proceedings or otherwise; (iii) exercise all of the Borrowers’ rights and remedies to collect any Receivable or other Collateral; (iv) sell or assign any Receivable upon such terms, for such amount and at such time or times as the Lender deems advisable; (v) settle, adjust, compromise, extend or renew an Account; (vi) discharge and release any Receivable; (vii) prepare, file and sign the Borrowers’ names on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any Receivables or other Collateral; (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Borrowers and handle and store all mail relating to the Collateral; and (ix) do all acts and things which are necessary, in the Lender's determination, to fulfill the Borrowers’ obligations under this Loan Agreement and the other Transaction Documents; and (b) at any time an Event of Default has occurred and is continuing (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received by the Lender; (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received; (iii) endorse the Borrowers’ names upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by the Lender  and deposit the same in the Lender's account for application to the Obligations; (iv) endorse the Borrowers’ names upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents; (v) clear Inventory the purchase of which was financed with a letter of credit through U.S. Customs or foreign export control authorities in one or more of the Borrowers’ names, the Lender’s name or the name of the Lender’s designee, and to sign and deliver to customs officials powers of attorney in the Borrowers’ names for such purpose, and to complete in each of the Borrowers’ or the Lender’s names, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof; (vi) sign the Borrowers’ names on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof.  The Borrowers hereby release the Lender and its officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender's own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction.

5.6Right to Cure

.  The Lender may, at its option, (a) upon notice to the Borrowers, cure any default by the Borrowers under any material agreement with a third party that affects the Collateral, its value or the ability of the Lender to collect, sell or otherwise dispose of the Collateral or the rights and remedies of the Lender therein or the ability of the Borrowers to perform their obligations hereunder or under the other Transaction Documents; (b) pay or bond on appeal any judgment entered against the Borrowers; (c) discharge taxes, liens, security interests or other encumbrances at any time levied on or existing with respect to the Collateral; and (d) pay any amount, incur any expense or perform any act which, in the Lender's judgment, is necessary or appropriate to preserve, protect, insure or maintain the Collateral and the rights of the Lender with respect thereto.  The Lender may add any amounts so expended to the Obligations, such amounts to be repayable by the Borrowers on demand.  The Lender shall be under no obligation to effect such cure, payment or bonding and shall not, by doing so, be deemed to have assumed any obligation or liability of the Borrowers.  Any payment made or other action taken by the Lender under this Section shall be without prejudice to any right to assert an Event of Default hereunder and to proceed accordingly.

5.7Access to Premises

.  From time to time as requested by the Lender, at the cost and expense of the Borrowers, (a) the Lender or its designee shall have complete access to all of the Borrowers’ premises during normal business hours and after reasonable prior notice to the Borrowers, or at any time and without notice to the Borrowers if an Event of Default exists or has occurred and is continuing, for the purposes of inspecting, verifying and auditing the Collateral and all of the Borrowers’ books and records, including the Records; and (b) the Borrowers shall promptly furnish to the Lender such copies of such books and records or extracts therefrom as the Lender may request; and (c) the Lender or its designee may use during normal business hours such of the Borrowers’ personnel, equipment, supplies and premises as may be reasonably necessary for the foregoing and if an Event of Default exists or has occurred and is continuing for the collection of Receivables and realization of other Collateral.

SECTION 6.   REPRESENTATIONS AND WARRANTIES

The Borrowers hereby represent and warrant to the Lender the following (which shall survive the execution and delivery of this Loan Agreement) as of the date hereof and as of the date of each Revolving Loan:

6.1Corporate Existence; Power and Authority.

  Each Borrower is a corporation duly organized and in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on the Borrower’s financial condition, results of operation or business or the rights of the Lender in or to any of the Collateral.  The execution, delivery and performance of this Loan Agreement, the other Transaction Documents and the transactions contemplated hereunder and thereunder (a) are all within the Borrowers’ corporate powers; (b) have been duly authorized; (c) are not in contravention of law or the terms of the Borrowers’ articles of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which one or more of the Borrowers is a party or by which the Borrowers or their property are bound; (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of the Borrowers; and (e) will not require any approval of stockholders or any approval or consent of any Person under any contract of the Borrowers, except for such approvals or consents which will be obtained on or before such Closing Date and disclosed in Schedule 6.1 hereto.  This Loan Agreement and the other Transaction Documents to which it is a signatory have been duly executed and delivered by each Borrower and constitute a legal, valid and binding obligation of the Borrower enforceable in accordance with their respective terms.  The execution, delivery and performance by the Borrowers of the Transaction Documents and the consummation of the transactions contem­plated by the Transaction Documents do not and will not require any registration with, consent or approval of or notice to, or other action to, with or by, any Federal, state or other governmental authority or public body or subdivision thereof.

6.2Name; State of Organization; Chief Executive Office; Collateral Locations.

(a)The exact legal name of each Borrower is as set forth on the signature page of this Loan Agreement and in the Perfection Certificate.  The Borrowers have not, during the five years prior to the date of this Loan Agreement, been known by or used any other corporate or fictitious name or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property or assets out of the ordinary course of business, except as set forth in the Perfection Certificate.

(b)Each Borrower is an organization of the type and organized in the jurisdiction set forth in the Perfection Certificate.  The Perfection Certificate accurately sets forth the organizational identification number of the Borrowers or accurately states that the Borrowers have none and accurately sets forth the federal employer identification number of the Borrowers.

(c)The chief executive office and mailing address of the Borrowers and the Borrowers’ Records concerning Accounts are located only at the address identified as such in Schedule 6.2 to the Perfection Certificate and their only other places of business and the only other locations of Collateral, if any, are the addresses set forth in Schedule 6.2 to the Perfection Certificate, subject to the right of the Borrowers to establish new locations in accordance with Section 8.2 below.

(d)Schedule 6.2 to the Perfection Certificate contains a true, accurate and complete list of (i) leases, subleases or assignments of leases, or any agreements similar to the foregoing (together with all amendments, modifications, supplements, renewals or extensions of any thereof), affecting each parcel of Real Property leased by the each Borrower, regardless of whether such Borrower is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease, assignment or similar assignment; and (ii) Real Property owned in fee by each Borrower.  Except as specified in Schedule 6.2 to the Perfection Certificate, each agreement listed therein is in full force and effect with respect to such Borrower and the Borrower does not have any knowledge of a default that has occurred and is continuing thereunder and each constitutes the legally valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

6.3Financial Statements; No Material Adverse Change.

(a)All financial statements relating to the Borrowers (including the Financial Statements delivered pursuant to Section 3.1(i)) which have been or may hereafter be delivered by the Borrowers to the Lender have been prepared in accordance with GAAP (except as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments, none of which would be material or recurring, and do not include any notes) (except the March 31, 2009 and June 30, 2009 Financials Statements, and future quarters, of which the Notes to the Consolidated Financial Statements are an integral part) and fairly present in all material respects the financial condition and the results of operation of the Borrowers as at the dates and for the periods set forth therein.  Except as set forth on Schedule 6.3(a) of the Perfection Certificate, since December 31, 2008, there has not been (i) any act, condition or event which has had or is reasonably likely to have a Material Adverse Effect; (ii) any general increase in the compensation of officers or employees of the Borrowers (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee of the Borrowers, except for increases in the ordinary course of business and in accordance with past practice that are immaterial in the aggregate; (iii) any sale, transfer or other disposition of any material tangible asset of the Borrowers, except in the ordinary course of business, or any sale, assignment, transfer or other disposition of any of the Borrowers’ Intellectual Property or other intangible assets; (iv) any incurrence of any lien, security interest, pledge, mortgage, encumbrance, restriction or change of any kind permitted or allowed with respect to any of the properties, business or assets of the Borrowers; (v) any declaration, setting aside, making or paying of any dividend or other distribution in respect of its Capital Stock or any direct or indirect redemption, purchase or other acquisition of any shares of the Borrowers’ Capital Stock; (vi) any setting aside, making or incurring of any Capital Expenditure or commitment, or series of related Capital Expenditures or commitments, by the Borrowers in the aggregate amount above $100,000; or (vii) any decrease in the amount of the Borrowers’ reserves and accruals, except as through the normal course of business, based on consistent methods of reserve and accrual calculations.  The projections for the fiscal years ending 2009 through 2011 that have been delivered to the Lender or any projections hereafter delivered to the Lender have been prepared in light of the past operations of the business of the Borrowers and are based upon estimates and assumptions stated therein, all of which the Borrowers have determined to be reasonable and fair in light of the then current conditions and current facts and reflect the good faith and reasonable estimates of the Borrowers of the future financial performance of the Borrowers and their Subsidiaries and of the other information projected therein for the periods set forth therein.

(b)Except as fully reflected in the Financial Statements or the notes thereto, there are no liabilities or obligations with respect to the Borrowers of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would be material to the Borrowers, taken as a whole.  Except as set forth in the Financial Statements or the notes thereto, the Borrowers do not know of any basis for the assertion against the Borrowers of any liability or obligation of any nature whatsoever that is not fully reflected in the Financial Statements or the notes thereto which, either individually or in the aggregate, could be material to the Borrowers, taken as a whole.

(c)Schedule 6.3(c) of the Perfection Certificate sets forth a complete and accurate description of the Existing Debt, including the principal amount thereof, the Existing Lender, the interest rate, the maturity date, the collateral subject thereto and the principal documentation.  There is no Indebtedness outstanding except as set forth on Schedule 6.3(c) of the Perfection Certificate.

6.4Priority of Liens; Title to Properties.

  The security interests and liens granted to the Lender under this Loan Agreement and the other Transaction Documents constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to the liens indicated on Schedule 6.4 to the Perfection Certificate and the Permitted Encumbrances.  Each Borrower has good and marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and merchantable title to all of its other properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except those granted to the Lender and such others as are specifically listed on Schedule 6.4 to the Perfection Certificate or Permitted Encumbrances.

6.5Tax Returns and Payments.

  The Borrowers and their Subsidiaries have timely filed with the appropriate taxing authority, or have caused to be filed with the appropriate taxing authority, all returns, statements, forms, and reports for taxes (the “Returns”) required to be filed by or with respect to the income, properties or operations of the Borrowers and/or any of their Subsidiaries except for such filings listed on Schedule 6.5(a) of the Perfection Certificate as to which the Borrowers have properly requested an extension of time.  The Returns accurately reflect in all material respects all liability for taxes of the Borrowers and their Subsidiaries as a whole for the periods covered thereby.  The Borrowers and their Subsidiaries have paid all taxes payable by them other than those contested in good faith and adequately disclosed for which adequate reserves have been established in accordance with GAAP.  Except as set forth on Schedule 6.5(b) of the Perfection Certificate, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of the Borrowers and their Subsidiaries, threatened by any Governmental Authority against any of the Borrowers and their Subsidiaries regarding any taxes.  Neither the Borrowers nor any of their Subsidiaries have entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Borrowers and their Subsidiaries, or are aware of any circumstances that would cause the taxable years or other taxable periods of the Borrowers or any of their Subsidiaries not to be subject to the normally applicable statute of limitations.  None of the Borrowers or any of their Subsidiaries has incurred, or will incur, any material tax liability in connection with all of the transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrowers or any of their Subsidiaries arising as a result of the operation of their businesses in the ordinary course of business).

6.6Litigation.

  Except as set forth on Schedule 6.6 to the Perfection Certificate, there is no investigation by any Governmental Authority pending, or to the best of the Borrowers’ knowledge threatened, against or affecting any Borrower, its assets or business and there is no action, suit, proceeding or claim by any Person pending, or to the best of the Borrowers’ knowledge threatened, against any Borrower or its assets or goodwill, or against or affecting any transactions contemplated by this Loan Agreement, in each case which if adversely determined against the Borrower has or could reasonably be expected to have a Material Adverse Effect on such Borrower.

6.7Compliance with Other Agreements and Applicable Laws.

(a)Except as set forth on Schedule 6.7 to the Perfection Certificate, no Borrower is in default in any respect under, or in violation in any respect of the terms of, any material agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound and each Borrower is in compliance with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority relating to its business, including, without limitation, those set forth in or promulgated pursuant to the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, ERISA, the Code, as amended, and the rules and regulations thereunder, and all Environmental Laws.

(b)Each Borrower has obtained all material permits, licenses, approvals, consents, certificates, orders or authorizations of any Governmental Authority required for the lawful conduct of its business (the “Permits”).  All of the Permits are valid and subsisting and in full force and effect.  There are no actions, claims or proceedings pending or to the best of any Borrower’s knowledge, threatened that seek the revocation, cancellation, suspension or modification of any of the Permits.

(c)No Borrower is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other Federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.  No Borrower is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock.  No portion of the proceeds of the Securities shall be used by any Borrower in any manner that might cause such issuance and sale or the application of such proceeds to violate Regulation U, Regulation T or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation of such Board or to violate the Securities Act, in each case as in effect on the date or dates of such issuance and sale and such use of proceeds.

6.8Environmental Compliance.

(a)Except as set forth on Schedule 6.8 to the Perfection Certificate, the Borrowers have not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off their premises (whether or not owned by them) in any manner which at any time violates in any material respect any applicable Environmental Law or Permit, and the operations of the Borrowers comply in all material respects with all Environmental Laws and all Permits.

(b)Except as set forth on Schedule 6.8 to the Perfection Certificate, there has been no investigation by any Governmental Authority or any proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other person nor is any pending or to the best of the Borrowers’ knowledge threatened, with respect to any non-compliance with or violation of the requirements of any Environmental Law by the Borrowers and any Subsidiary or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials or any other environmental, health or safety matter, which adversely affects or could reasonably be expected to adversely affect in any material respect any Borrower or its business, operations or assets or any properties at which any Borrower has transported, stored or disposed of any Hazardous Materials.

(c)Except as set forth on Schedule 6.8 to the Perfection Certificate, the Borrowers have no material liability (contingent or otherwise) in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Materials.

(d)The Borrowers have all Permits required to be obtained or filed in connection with the operations of the Borrowers under any Environmental Law and all of such licenses, certif­icates, approvals or similar authorizations and other Permits are valid and in full force and effect.

6.9Employee Benefits.

(a)Schedule 6.9 of the Perfection Certificate sets forth as of the date hereof a true and complete list of each Plan and Multiemployer Plan.  Except as disclosed on Schedule 6.9 of the Perfection Certificate, none of the Borrowers, their Subsidiaries, or the ERISA Affiliates have any commitment to establish any additional Plans or to modify or change materially any existing Plan.  The Borrowers have made available to the Lender with respect to each Plan: (i) true and complete copies of all written documents comprising such Plan (including amendments and individual agreements relating thereto) or, if there is no such written document, an accurate and complete description of such Plan; and (ii) the most recent annual report on Internal Revenue Service Form 5500-series and financial statements, if any.

(b)  Each Plan is in compliance in form and operation with its terms and with all applicable Laws, including ERISA and the Code, and all contributions and payments required to be made under any Plan or related agreement have been made in a timely fashion or have been properly reflected on the Financial Statements.

(c)Each Plan (and each related trust, if any) which is intended to be “qualified” under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes and no event has occurred, and no condition exists, which could reasonably be expected to adversely affect such determination.

(d)Except as set forth on Schedule 6.9(d) of the Perfection Certificate, the execution of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not constitute a triggering event under any Plan, policy, arrangement, statement, commitment or agreement, whether or not legally enforceable, which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (whether of severance pay or otherwise), “parachute payment” (as such term is defined in Section 280G of the Code), acceleration, vesting or increase in benefits to any employee or former employee or director of any of the Borrowers or any of their Subsidiaries.  Except as set forth on Schedule 6.9(d) of the Perfection Certificate, no Plan provides for the payment of severance, termination, change in control or similar-type payments or benefits.

(e)Except as set forth on Schedule 6.9 of the Perfection Certificate, no Plan provides for post-employment or retiree welfare benefits, except as required by Section 4980B of the Code or Part 6 of subtitle B of Title I of ERISA or for death benefits under any “employee pension plan” (as such term is defined in Section 3(2) of ERISA).

(f)There are no pending or, to the best of the Borrowers’ knowledge, threatened claims, lawsuits, actions, audits, investigations, or other proceedings (other than routine claims for benefits) with respect to any Plan.  There has been no violation of the fiduciary responsibility rules with respect to any Plan.

(g)(i)  No ERISA Event has occurred or is reasonably expected to occur; (ii) there exists no Unfunded Pension Liability with respect to Plans that are employee pension benefit plans (as such term is defined in Section 3(2) of ERISA) in the aggregate (taking into account only Plans with positive Unfunded Pension Liability) in excess of $100,000; (iii) none of the Borrowers, their Subsidiaries, or the ERISA Affiliates is making or accruing an obligation to make contributions, or has within any of the five calendar years immediately preceding the date this assurance is given, made or accrued an obligation to make contributions to any Multiemployer Plan; (iv) no Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization period, within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA; (v) none of the Borrowers, their Subsidiaries, or the ERISA Affiliates have ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions; (vi) none of the Borrowers, their Subsidiaries, or the ERISA Affiliates have incurred or reasonably expect to incur any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (vii) none of the Borrowers, their Subsidiaries, or the ERISA Affiliates have any liability under Section 4069 or 4212(c) of ERISA.

(h)There are no participants in Coachmen’s (i) Executive Annual Performance Incentive Plan or (ii) Supplemental Deferred Compensation Plan, other than John Helm, Donald A. Medd and Carel A. Whiteside.   All of the participants in Coachmen’s Long Term Incentive Performance Based Restricted Stock Plan as of the Closing Date have signed limited waiver agreements waiving any rights they would become entitled to as a result of the Waived Transactions (as defined therein).  The total amount owed to participants under Coachmen’s Supplemental Deferred Compensation Plan does not exceed $58,000 (exclusive of spousal survivor benefits that might become owed to the spouse of any participant that dies prior to the expiration of such participant’s payment period under the plan).

6.10Bank Accounts.

  All of the deposit accounts, investment accounts or other accounts in the name of or used by any Borrower maintained at any bank or other financial institution are set forth on Schedule 6.10 to the Perfection Certificate, subject to the right of the Borrowers to establish new accounts in accordance with Section 4.2(d) hereof.

6.11Intellectual Property.

  Each Borrower owns or licenses or otherwise has the right to use all Intellectual Property necessary for the operation of its business as presently conducted or proposed to be conducted.  As of the date hereof, no Borrower has any Intellectual Property registered, or subject to pending applications, in the United States Patent and Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those described in Schedule 6.11 to the Perfection Certificate and has not granted any licenses with respect thereto other than as set forth in Schedule 6.11 to the Perfection Certificate.  No event has occurred which permits or would permit after notice or passage of time or both, the revocation, suspension or termination of such rights.  To the best of the Borrowers’ knowledge, no slogan or other advertising device, product, process, method, substance or other Intellectual Property or goods bearing or using any Intellectual Property presently contemplated to be sold by or employed by the Borrowers infringes any patent, trademark, servicemark, tradename, copyright, license or other Intellectual Property owned by any other Person presently and no claim or litigation is pending or threatened against or affecting any Borrower contesting its right to sell or use any such Intellectual Property.  Schedule 6.11 to the Perfection Certificate sets forth all of the agreements or other arrangements of each Borrower pursuant to which the Borrower has a license or other right to use any trademarks, logos, designs, representations or other Intellectual Property owned by another person and the dates of the expiration of such agreements or other arrangements of the Borrower (collectively, together with such agreements or other arrangements as may be entered into by such Borrower after the date hereof, collectively, the “License Agreements” and individually, a “License Agreement”).  No trademark, servicemark, copyright or other Intellectual Property at any time used by any Borrower that is owned by another person, or owned by such Borrower subject to any security interest, lien, collateral assignment, pledge or other encumbrance in favor of any person other than the Lender, is affixed to any Inventory, except (a) to the extent permitted under the term of the license agreements listed on Schedule 6.11 to the Perfection Certificate; and (b) to the extent the sale of Inventory to which such Intellectual Property is affixed is permitted to be sold by the Borrower under applicable law (including the United States Copyright Act of 1976).

6.12Subsidiaries; Affiliates; Capitalization; Solvency.

(a)The Borrowers do not have any direct or indirect Subsidiaries or Affiliates and are not engaged in any joint venture or partnership except as set forth in Schedule 6.12 to the Perfection Certificate.  Except as disclosed in Schedule 6.12 to the Perfection Certificate, no executive officer or director of the Borrowers or any person related by blood or marriage, to any such person or any entity in which any such person owns any beneficial interest (excluding five percent (5%) or less of a publicly held company), is a party to any agreement, contract, commitment or transaction with the Borrowers or which pertains to the Borrowers’ business or had any interest in any property, real or personal or mixed, tangible or intangible, used in or pertaining to the Borrowers’ business.  No Subsidiary of a Borrower that is not listed as Borrower herein is conducting any business activities or has any assets or liabilities in excess of $10,000.

(b)The Borrowers are the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed on Schedule 6.12 to the Perfection Certificate as being owned by the Borrowers and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Subsidiary is or may become bound to issue additional Capital Stock or securities convertible into or exchangeable for Capital Stock.

(c)The issued and outstanding Capital Stock of the Borrowers (other than Coachmen) are directly and beneficially owned and held by the persons indicated in the Perfection Certificate, and in each case all of such Capital Stock have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind.

(d)The Borrowers are Solvent and will continue to be Solvent after the creation of the Obligations (including, without limitations, Revolving Loans under the Revolving Notes) and the security interests of the Lender and the other transaction contemplated hereunder.

6.13Labor Disputes.

(a)Set forth on Schedule 6.13 to the Perfection Certificate is a true and complete list (including dates of termination) of all collective bargaining or similar agreements between or applicable to the Borrowers and any union, labor organization or other bargaining agent in respect of the employees of the Borrowers.

(b)There is (i) no significant unfair labor practice complaint pending against the Borrowers or, to the best of the Borrowers’ knowledge, threatened against it, before the National Labor Relations Board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is pending against the Borrowers or, to best of the Borrowers’ knowledge, threatened against it; and (ii) no significant strike, labor dispute, slowdown or stoppage is pending against the Borrowers or, to the best of the Borrowers’ knowledge, threatened against the Borrowers.

6.14Restrictions on Subsidiaries.

  Except for restrictions contained in this Loan Agreement or any other agreement with respect to Indebtedness of the Borrowers permitted hereunder, there are no contractual or consensual restrictions on the Borrowers or any of their Subsidiaries which prohibit or otherwise restrict (a) the transfer of cash or other assets (i) between the Borrowers and any of their Subsidiaries; or (ii) between any Subsidiaries of the Borrowers; or (b) the ability of the Borrowers or any of their Subsidiaries to incur Indebtedness or grant security interests to the Lender in the Collateral.

6.15Material Contracts.

  Schedule 6.15 to the Perfection Certificate sets forth all Material Contracts to which the Borrowers are a party or are bound.  The Borrowers have delivered true, correct and complete copies of such Material Contracts to the Lender.  The Borrowers are not in breach or in default in any material respect of or under any Material Contract and no condition exists that, with the giving of notice or the lapse of time or both, constitutes such a default; the Borrowers have not received any written notice of the intention of any other party thereto to terminate any Material Contract.  The Borrowers are not a party to or otherwise subject to any agreements or instruments or any charter or other internal restrictions which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

6.16Payable Practices.

  The Borrowers have not made any material change in the historical accounts payable practices from those in effect immediately prior to the date hereof.

6.17Certain Fees

.  Except as set forth on Schedule 6.17 hereto, no brokers or finders fee or commission will be payable with respect to this Loan Agreement or any of the transactions contemplated hereby.

6.18Authorized Capital

.  The authorized capital stock of Coachmen consists of 60,000,000 shares of common stock, no par value per share, of which (a) 16,180,765 are issued and outstanding, (b) 78,900 are reserved for issuance upon exercise of outstanding options, (c) 17, 918 are reserved for issuance under Coachmen’s Long Term Incentive Performance Based Restricted Stock Plan and (d) 12,000 are reserved for issuance to directors.  Of the 16,180,765 outstanding shares, 150,919 are unvested restricted shares.  All outstanding shares of Common Stock are duly and validly issued, fully paid and nonassessable.  The issuance and sale of the Conversion Shares and Warrant Shares, upon such issuance and sale, will either be (a) registered or qualified under applicable Federal and state securities laws or (b) exempt therefrom.  There are no outstanding subscriptions, options, warrants, rights (including registration rights and preemptive rights) or any other agreements or commitments of any nature relating to any Capital Stock of the Borrowers, except as disclosed in Schedule 6.18 of the Perfection Certificate.  The Lender has been furnished a true and complete copy of each agreement and document disclosed in Schedule 6.18 of the Perfection Certificate.  The number of shares of Common Stock into which the Tranche B Notes are convertible on the date hereof is equal to thirty and seven hundred ninety-seven thousandths percent (30.797%) of the number of shares of Common Stock on a Fully-Diluted Basis, as specified in Schedule 6.18 of the Perfection Certificate.  The number of shares of Common Stock into which the Warrants are exercisable on the date hereof is equal to twenty percent (20%) of the number of shares of Common Stock on a Fully-Diluted Basis, as specified in Schedule 6.18 of the Perfection Certificate.

6.19Private Offering

.  The sale of the Securities hereunder is exempt from the registration and prospectus delivery requirements of the Securities Act.  In the case of each offer or sale of the Securities, no form of general solicitation or general advertising was used by the Borrowers or their respective representatives, including advertisements, articles, notices or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.  The Lender is the sole purchaser of the Securities.  Each Borrower agrees that neither it, nor anyone acting on its behalf, will offer or sell the Securities, or any portion of them, if such offer or sale might bring the issuance and sale of the Securities to the Lender hereunder within the provisions of Section 5 of the Securities Act nor offer any similar securities for issuance or sale to, or solicit any offer to acquire any of the same from, or otherwise approach or negotiate with respect thereto with, anyone if the sale of the Securities and any such securities could be integrated as a single offering for the purposes of the Securities Act, including Regulation D thereunder.

6.20The Transaction Documents.

(a)The provisions of the Transaction Documents are effective to create in favor of the Lender a legal, valid and enforceable security interest in all right, title and interest of the Borrowers in the Collateral, subject to no other Liens other than Permitted Encumbrances.  The recordation of the Trademark Security Agreement in the form attached hereto in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant hereto will create, as may be perfected by such filing and recordation, a perfected security interest granted to the Lender in the trademarks and patents covered by the Trademark Security Agreement.

(b)The security interests created in favor of the Lender under the Pledge Agreement constitute first priority perfected security interests in the Pledged Securities described in the Pledge Agreement, subject to no security interests of any other Person.  No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledged Securities under the Pledge Agreement.

(c)Each Mortgage creates, as security for the obliga­tions purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Real Property in favor of the Lender (or such other trustee as may be required or desired under local law), superior and prior to the rights of all third Persons (except that the security interest and mort­gage lien created on such Real Property may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Encumbrances related thereto).

6.21Accuracy and Completeness of Information

.  All information furnished by or on behalf of the Borrowers in writing to the Lender in connection with this Loan Agreement or any of the other Transaction Documents or any transaction contemplated hereby or thereby, including all information on the Perfection Certificate is true and correct in all material respects on the date as of which such information is dated or certified and does not omit any material fact necessary in order to make such information not misleading.  No event or circumstance has occurred which has had or could reasonably be expected to have a Material Adverse Affect, which has not been fully and accurately disclosed to the Lender in writing.

6.22SEC Reports

.  Coachmen has filed, and will file, all required registration statements, reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC Reports”).  Coachmen has made or will make available to the Lender a correct and complete copy of each such SEC Report filed by Coachmen.  As of their respective dates, the SEC Reports: (a) were prepared, or will be prepared, in accordance and comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Securities and Exchange Commission thereunder applicable to such SEC Reports, and (b) did not, or do not, at the time they were filed (and if amended or superseded by a filing, then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  All of such SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to the respective SEC Report), complied or will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

6.23Survival of Warranties; Cumulative

.  All representations and warranties contained in this Loan Agreement or any of the other Transaction Documents shall survive the execution and delivery of this Loan Agreement and shall be deemed to have been made again to the Lender on the date of each Revolving Loan or other credit accommodation hereunder and shall be conclusively presumed to have been relied on by the Lender regardless of any investigation made or information possessed by the Lender.  The representations and warranties set forth herein shall be cumulative and in addition to any other representations or warranties which the Borrowers shall now or hereafter give, or cause to be given, to the Lender.

6.24Transfers of Coachmen Stock.  To the best knowledge of the Borrowers, after due inquiry, there has not been an “owner shift involving a 5-percent shareholder” (as defined in Code Section 382(g)(2)) or an “equity structure shift” (as defined in Code Section 382(g)(3)) in Coachmen at any time during the three years prior to the execution of this Loan Agreement.

6.25Ownership Change.  To the best knowledge of the Borrowers, after due inquiry, the transactions contemplated in this Loan Agreement will not cause an “ownership change,” as defined in Section 382(g) of the Code, of Coachmen.

SECTION 7.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Lender represents and warrants to the Borrowers that:

7.1Purchase for Own Account

.  The Lender is purchasing the Warrants to be purchased by it solely for its own account and not as nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States of America or any state thereof, without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of said Warrants pursuant to a registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control.

7.2Accredited Investor

.  The Lender (i) is knowledgeable, sophisticated and experienced in business and financial matters; (ii) previously invested in securities similar to the Warrants and it acknowledges that the Warrants have not been registered under the Securities Act and understands that the Warrants must be held indefinitely unless they are subsequently registered under the Securities Act or such sale is permitted pursuant to an available exemption from such registration requirement; (iii) is able to bear the economic risk of its investment in the Warrants and is presently able to afford the complete loss of such investment; (iv) is an “accredited investor” as defined in Regulation D promulgated under the Securities Act; and (v) has been afforded access to information about the Borrowers and the Borrowers’ financial condition, results of operations, business, property, management and prospects sufficient to enable it to evaluate its investment in the Securities.

7.3Authorization, etc

.  The Lender has full corporate or partnership power and authority, as the case may be, to enter into this Loan Agreement and to carry out the transactions contemplated hereby.  This Loan Agreement is a valid and binding agreement of the Lender, enforceable against it in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally; and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

SECTION 8.   AFFIRMATIVE AND NEGATIVE COVENANTS

8.1Maintenance of Existence.

(a)Each Borrower shall at all times preserve, renew and keep in full force and effect its corporate existence and rights and franchises with respect thereto and maintain in full force and effect all Permits, licenses, trademarks, tradenames, approvals, authorizations, leases and contracts necessary to carry on the business as presently or proposed to be conducted.

(b)No Borrower shall change its name unless each of the following conditions is satisfied: (i) the Lender shall have received not less than thirty (30) days prior written notice from such Borrower of such proposed change in its corporate name, which notice shall accurately set forth the new name; and (ii) the Lender shall have received  a copy of the amendment to the articles of incorporation or other constituent document(s) of such Borrower providing for the name change certified by the Secretary of State of the jurisdiction of incorporation or organization of such Borrower as soon as it is available.

(c)No Borrower shall change its chief executive office or its mailing address or organizational identification number (or if it does not have one, shall not acquire one) unless the Lender shall have received not less than thirty (30) days’ prior written notice from such Borrower of such proposed change, which notice shall set forth such information with respect thereto as the Lender may require and the Lender shall have received such agreements as the Lender may reasonably require in connection therewith.  No Borrower shall change its type of organization, jurisdiction of organization or other legal structure.

8.2New Collateral Locations

.  The Borrowers may only open any new location within the continental United States provided the Borrowers (a) give the Lender thirty (30) days prior written notice of the intended opening of any such new location; and (b) execute and deliver, or cause to be executed and delivered, to the Lender such agreements, docu­ments, and instruments as the Lender may deem reasonably necessary or desirable to protect its interests in the Collateral at such location.

8.3Compliance with Laws, Regulations, Etc

(a)The Borrowers shall, and shall cause any Subsidiary to, at all times, comply in all material respects with all laws, rules, regulations, licenses, approvals, orders and other Permits applicable to them and duly observe all requirements of any foreign, Federal, State or local Governmental Authority.

(b)The Borrowers shall give written notice to the Lender immediately upon the Borrowers’ receipt of any notice of, or the Borrowers’ otherwise obtaining knowledge of, (i) the occurrence of any event involving the release, spill or discharge, threatened or actual, of any Hazardous Material; or (ii) any investigation, proceeding, complaint, order, directive, claims, citation or notice with respect to: (A) any material non-compliance with or violation of any Environmental Law by the Borrowers; or (B) the release, spill or discharge, threatened or actual, of any Hazardous Material other than in the ordinary course of business and other than as permitted under any applicable Environmental Law.  Copies of all environmental surveys, audits, assessments, feasibility studies and results of remedial investigations shall be promptly furnished, or caused to be furnished, by the Borrowers to the Lender.  The Borrowers shall take prompt action to respond to any material non-compliance with any of the Environmental Laws and shall regularly report to the Lender on such response.

(c)Without limiting the generality of the foregoing, whenever the Lender reasonably determines that there is non-compliance, or any condition which requires any action by or on behalf of the Borrowers in order to avoid any non-compliance, with any Environmental Law, the Borrowers shall, at the Lender's request and the Borrowers’ expense: (i) cause an independent environmental engineer reasonably acceptable to the Lender to conduct such tests of the site where the Borrowers’ non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof; and (ii) provide to the Lender a supplemental report of such engineer whenever the scope of such non-compliance, or the Borrowers’ response thereto or the estimated costs thereof, shall change in any material respect.

(d)The Borrowers shall indemnify and hold harmless the Lender, its directors, officers, employees, agents, invitees, representa­tives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of the Borrowers and the preparation and implementation of any closure, remedial or other required plans.  All representations, warranties, covenants and indemnifications in this Section 8.3 shall survive the payment of the Obligations and the termination of this Loan Agreement.

8.4Payment of Taxes and Claims

.  The Borrowers shall pay and discharge, and shall cause each of their Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon them or upon their income or profits, or upon any properties belonging to them, in each case on a timely basis, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Borrowers or any of their Subsidiaries; provided, that, none of the Borrowers or any of their Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if they have maintained adequate reserves with respect thereto in accordance with GAAP.  All payments made by the Borrowers will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any Governmental Authority or taxing authority thereof with respect to such payments (but excluding any income or franchise taxes attributable to the income of the Lender from any amounts charged or paid hereunder to the Lender) and all interest, penalties or similar liabilities with respect thereto (all such taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”).  If any Taxes are so levied or imposed, the Borrowers shall pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Securities, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Security.  The Borrowers shall be liable for any Taxes imposed on the Lender as a result of the financing arrangements provided for herein and the Borrowers agree to indemnify and hold the Lender harmless with respect to the foregoing, and to repay to the Lender on demand the amount thereof, and until paid by the Borrowers such amount shall be added and deemed part of the Obligations.  The foregoing indemnity shall survive the payment of the Obligations and the termination or non-renewal of this Loan Agreement.

8.5Property Insurance

.  The Borrowers shall, and shall cause any Subsidiary to, at all times, maintain with financially sound and reputable insurers insurance with respect to the Collateral against loss or damage and all other insurance of the kinds and in the amounts customarily insured against or carried by companies of established reputation engaged in the same or similar businesses and similarly situated.  Said policies of insurance shall be reasonably satisfactory to the Lender as to form, amount and insurer.  The Borrowers shall furnish certificates, policies or endorsements to the Lender as the Lender shall require as proof of such insurance, and, if the Borrowers fail to do so, the Lender is authorized, but not required, to obtain such insurance at the expense of the Borrowers.  All policies shall provide for at least thirty (30) days prior written notice to the Lender of any cancellation or reduction of coverage and that the Lender may act as attorney for the Borrowers in obtaining, and at any time an Event of Default exists or has occurred and is continuing, adjusting, settling, amending and canceling such insurance.  The Borrowers shall cause the Lender to be named as a loss payee and an additional insured (but without any liability for any premiums) under such insurance policies and the Borrowers shall obtain non-contributory lender's loss payable endorsements to all insurance policies in form and substance satisfactory to the Lender.  Such lender's loss payable endorsements shall specify that the proceeds of such insurance shall be payable to the Lender as its interests may appear and further specify that the Lender shall be paid regardless of any act or omission by the Borrowers or any of their Affiliates.  Without limiting any other rights of the Lender, any insurance proceeds received by the Lender at any time may be applied to payment of the Obligations, whether or not then due, in any order and in such manner as the Lender may determine.

8.6Financial Statements and Other Information.

(a)The Borrowers shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of the Borrowers and their Subsidiaries in accordance with GAAP.  The Borrowers shall promptly furnish to the Lender all such financial and other information as the Lender shall reasonably request relating to the Collateral and the assets, business and operations of the Borrowers, and shall notify the auditors and accountants of the Borrowers that the Lender is authorized to obtain such information directly from them.  Without limiting the foregoing, the Borrowers shall furnish or cause to be furnished to the Lender, the following:

(i)within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Coachmen and its consolidated Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Coachmen, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit 8.6(a)(i) hereto, along with a schedule in form reasonably satisfactory to the Lender of the calculations used in determining, as of the end of such month, whether the Borrowers were in compliance with the covenants set forth in Sections 8.21 through 8.27 of this Loan Agreement for such month, and

(ii)within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Coachmen and its consolidated Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Coachmen and its consolidated Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by the Borrowers and reasonably acceptable to the Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Coachmen and its consolidated Subsidiaries as of the end of and for the fiscal year then ended, and

(iii)at such time as available, but in no event later than thirty (30) days prior to the end of each fiscal year (except for the fiscal year of the Borrowers ending December 31, 2009, which will be fifteen (15) days), projected consolidated financial statements (including in each case, forecasted balance sheets and statements of income and loss, statements of cash flow, and statements of shareholders’ equity) of Coachmen and its consolidated Subsidiaries for the next fiscal year, all in reasonable detail, and in a format consistent with the projections delivered by the Borrowers to the Lender prior to the date hereof, together with such supporting information as the Lender may reasonably request.  Such projected financial statements shall be prepared on a monthly basis for the next succeeding year, shall represent the Borrowers’ reasonable best estimate of the future financial performance of the Borrowers for the periods set forth therein and shall have been prepared on the basis of the assumptions set forth therein which the Borrowers believe are fair and reasonable as of the date of preparation in light of current and reasonably foreseeable business conditions (it being understood that actual results may differ from those set forth in such projected financial statements).  Each year the Borrowers shall provide to the Lender a semi-annual update with respect to such projections or at any time a Default or Event of Default exists or has occurred and is continuing, more frequently as the Lender may require.

(b)The Borrowers shall promptly notify the Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to Collateral reasonably expected to have a value of more than $200,000 or which if adversely determined would result in any material adverse change in the Borrowers’ business, properties, assets, goodwill or condition, financial or otherwise; (ii) any Material Contract of the Borrowers being amended or terminating or any new Material Contract entered into (in which event the Borrowers shall provide the Lender with a copy of such Material Contract); (iii) any order, judgment or decree in excess of $200,000 shall have been entered against the Borrowers or any of their properties or assets; (iv) any notification of a material violation of laws or regulations received by the Borrowers; (v) any ERISA Event; and (vi) the occurrence of any Default or Event of Default.

(c)Promptly after the sending or filing thereof, the Borrowers shall send to the Lender copies of (i) all reports which the Borrowers send to their security holders generally; (ii) all reports and registration statements which the Borrowers file with the Securities Exchange Commission, any national or foreign securities exchange or the National Association of Securities Dealers, Inc. and such other reports as the Lender may hereafter specifically identify to the Borrowers that the Lender will require be provided to the Lender; (iii) all press releases; and (iv) all other statements concerning material changes or developments in the business of the Borrowers made available by the Borrowers to the public.

(d)The Borrowers shall furnish or cause to be furnished to the Lender such budgets, forecasts, projections and other information respecting the Collateral and the business of the Borrowers, as the Lender may, from time to time, reasonably request.  The Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the business of the Borrowers to any court or other Governmental Authority, to any Affiliate of the Lender or to any purchaser or assignee or prospective purchaser or assignee of the Notes.  The Borrowers hereby irrevocably authorize and direct all accountants or auditors to deliver to the Lender, at the Borrowers’ expense, copies of the financial statements of the Borrowers and any reports or management letters prepared by such accountants or auditors on behalf of the Borrowers and to disclose to the Lender such information as they may have regarding the business of the Borrowers.  Any documents, schedules, invoices or other papers delivered to the Lender may be destroyed or otherwise disposed of by the Lender one (1) year after the same are delivered to the Lender, except as otherwise designated by the Borrowers to the Lender in writing.

(e)If any of the Borrowers’ records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, the Borrowers hereby irrevocably authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Lender and to follow the Lender's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

(f)The Borrowers shall furnish or cause to be furnished to the Lender the following: (a) promptly and in any event within fifteen (15) days after any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate files a Schedule B (or such other schedule as contains actuarial information) to IRS Form 5500 in respect of a Plan with an Unfunded Pension Liability, a copy of such IRS Form 5500 (including the Schedule B); (b) promptly and in any event within thirty (30) days after any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower Representative describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the Internal Revenue Service pertaining to such ERISA Event and any notices received by such Borrower, Subsidiary of a Borrower, or ERISA Affiliate from the PBGC or any other governmental agency with respect thereto; provided, that, in the case of ERISA Event under clause (b) of the definition thereof, the thirty (30)-day period set forth above shall be a ten (10)-day period, and, in the case of ERISA Events under clause (d) of the definition thereof, in no event shall notice be given later than the occurrence of the ERISA Event; (c) promptly, and in any event within thirty (30) days, after becoming aware that there has been (i) a material increase in Unfunded Pension Liabilities (taking into account only Plans with positive Unfunded Pension Liabilities) since the date the representations hereunder are given, or from any prior notice, as applicable; (ii) the existence of potential withdrawal liability under Section 4201 of ERISA, if any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate were to withdraw completely from any and all Multiemployer Plans; (iii) the adoption of, or the commencement of contributions to, any Multiemployer Plan or any Plan subject to Section 412 of the Code or Section 302 of ERISA by any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate; or (iv) the adoption of any amendment to a Plan subject to Section 412 of the Code or Section 302 of ERISA which results in a material increase in contribution obligations of any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower Representative; and (d) if, at any time after the date hereof, any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate maintains, or contributes to (or incurs an obligation to contribute to), a Plan or Multiemployer Plan which is not set forth in Schedule 6.9(a) of the Perfection Certificate, then the Borrowers shall deliver to the Lender an updated Schedule 6.9(a) as soon as practicable, and in any event within ten (10) days after the Borrower, such Subsidiary, or such ERISA Affiliate maintains or contributes to (or incurs an obligation to contribute to), thereto.

8.7Information to Prospective Lender

.  The Borrowers shall, upon the request of the Lender or subsequent Holder, deliver to the Lender or such Holder and any prospective purchaser designated by the Lender or such Holder promptly following the request of the Lender or such Holder or such prospective purchaser, such information which the Lender or such Holder or such prospective purchaser may reasonably request in order to comply with the information requirements of Rule 144A under the Securities Act.

8.8Reservation of Shares

.  The Borrowers shall have reserved, and shall at all times keep reserved, out of its authorized Common Stock, a number of unissued shares of Common Stock sufficient to provide for the exercise of the Warrants and the conversion of the then outstanding Tranche B Notes, including increases in the principal amount thereof as the PIK Interest increases such amount from time to time, free of any preemptive rights or encumbrances.

8.9No Dilution or Impairment

.  No Borrower shall, by amendment of its articles of incorporation or other constituent documents or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Transaction Documents.  The Borrowers shall at all times in good faith assist in the carrying out of all such terms, and in the taking of all such action, as may be necessary or appropriate in order to protect the rights of the holders of Securities against dilution or other impairment.  Without limiting the generality of the foregoing, Coachmen (a) shall not permit the par value or the determined or stated capital of any shares of Common Stock receivable upon the conversion of the Tranche B Notes and the exercise of the Warrants to exceed the amount payable therefor upon such conversion or exercise; (b) shall take all such action as may be necessary or appropriate in order that Coachmen may validly and legally issue fully paid and nonassessable shares of Common Stock, free from all Taxes, Liens and charges with respect to the issue thereof, upon the conversion of the Notes and the exercise of the Warrants from time to time outstanding; (c) shall not take any action which results in any adjustment of the exercise price of the Warrants or the conversion price of the Tranche B Notes if the total number of shares of Common Stock issuable after the action upon the exercise of the Warrants and the conversion of all of the Tranche B Notes would exceed the total number of shares of Common Stock then authorized by Coachmen’s Articles of Incorporation and available for the purpose of issue upon such conversion; and (d) shall not issue any Capital Stock of any class that is preferred as to dividends or as to distribution of assets upon voluntary or involuntary dissolution, liquidation or winding-up.

8.10Meetings of the Board of Directors.

(a)Coachmen’s Board of Directors shall schedule regular meetings not less frequently than once every ninety (90) days.  Coachmen shall provide the Lender with at least two Business Days prior notice of any meetings of Coachmen’s Board of Directors, as well as provide to the Lender copies of all notices, minutes, consents, and other materials that it provides to the members of its Board of Directors.

(b)  Until the Notes and other Obligations are repaid in full, the directors and shareholders of the Borrowers shall appoint or elect, as the case may be, two (2) directors designated by the Lender to the Board of Directors at each annual or special meeting for the election of directors, which directors shall themselves be entitled, at any time after a Default or an Event of Default has occurred, to appoint (i) an additional director with the ability to vote five (5) director votes at any annual or special meeting of the Board of Directors and (ii) an additional “independent director” (as such term is defined in the Exchange Act).

(c)Prior to the Closing Date, Coachmen shall adopt an amendment to its By-laws such that the (i) election and appointment of the Lender’s designees to the Board of Directors and (ii) ability of such directors to appoint additional directors, in each case as provided above (including without limitation with respect to special voting rights), shall be expressly permitted by the terms of such By-laws and cannot be modified without the consent of the Lender at any time the Tranche B Notes are outstanding.  Coachmen shall not thereafter adopt any further amendment to its By-laws or Articles of Incorporation inconsistent with such amendment.

(d)The Borrowers shall indemnify the Lender’s director designee(s) to the fullest extent permitted by law and by the director Indemnification Agreement.  The Borrowers shall provide director and officer liability insurance coverage with a coverage limit of not less than $25 million in a form and with such terms as are acceptable to the Lender.

(e)Coachmen shall compensate each director appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof on the same or better terms as it compensates each other director on the Board of Directors.

(f)Prior to the initial Closing Date, Coachmen shall establish a committee of the Board of Directors (the “Independent Committee”) responsible for making all decisions relating to this Loan Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby, including without limitation any decisions regarding amendments, waivers and payments and prepayments hereunder or thereunder, as well as any and all matters relating to the Holders or any alternative financings.  None of the Directors appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof shall at any time serve on the Independent Committee, participant in any deliberations of the Independent Committee (unless invited to do so by the Independent Committee) or have any power to direct or influence the actions of any director serving on the Independent Committee.  The Independent Committee shall have full authority to select and engage its own outside advisors (including legal counsel) and determine any and all matters as to how best to satisfy their fiduciary duties.  In addition to the foregoing, in the event the Lender or its Affiliates propose a tender offer, merger, consolidation or other similar transaction, the result of which would be that Coachmen would no longer be a reporting company under the Exchange Act, then the Lender hereby agrees that it will not consummate such a transaction until it has received the approval of such transaction by a majority of the Independent Committee; provided, that, nothing in this Section 8.10 shall prevent the Holders of the Securities from exercising any and all rights that they may have pursuant to this Loan Agreement, the Transaction Documents, under the Uniform Commercial Code, or otherwise in law or equity.

8.11Sale of Assets, Consolidation, Merger, Dissolution, Etc

.  The Borrowers shall not, and shall not permit any Subsidiary to directly or indirectly:

(a)merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it;

(b)sell, issue, assign, lease, license, transfer, abandon or otherwise dispose of any Capital Stock or Indebtedness to any other Person or any of its assets to any other Person, except for (i) sales of Inventory in the ordinary course of business; (ii) the disposition of worn-out or obsolete Equipment so long as (A) any proceeds are used to purchase replacement Equipment; or (B) such sales do not involve Equipment having an aggregate fair market value in excess of $50,000 for all such Equipment disposed of in any fiscal year of the Borrowers; (iii) the sale of real property for the price and pursuant to the terms and conditions as agreed in advance in writing by the Lender so long as the proceeds thereof are used only as agreed to in writing by the Lender, (iv) the issuance and sale by Coachmen of Capital Stock after the date hereof, provided, that, (A) the Lender shall have received not less than ten (10) Business Days’ prior written notice of such issuance and sale by Coachmen, which notice shall specify the parties to whom such shares are to be sold, the terms of such sale, the total amount which it is anticipated will be realized from the issuance and sale of such stock and the net cash proceeds which it is anticipated will be received by Coachmen from such sale; (B) Coachmen shall not be required to pay any cash dividends or repurchase or redeem such Capital Stock or make any other payments in respect thereof; (C) the terms of such Capital Stock, and the terms and conditions of the purchase and sale thereof, shall not include any terms that include any limitation on the right of the Borrowers to amend or modify any of the terms and conditions of this Loan Agreement or any of the other Transaction Documents or otherwise in any way relate to or affect the arrangements of the Borrowers with the Lender or are more restrictive or burdensome to the Borrowers than the terms of any Capital Stock in effect on the date hereof; (D) all of the proceeds from such sale and issuance shall be paid to the Lender for application to the Obligations if so requested by the Lender; and (E) as of the date of such issuance and sale and after giving effect thereto, no Default or Event of Default shall exist or have occurred; and (v) the grant of non-exclusive licenses of Intellectual Property in the ordinary course of business;

(c)wind up, liquidate or dissolve; or

(d)agree to do any of the foregoing.

8.12Encumbrances

.  The Borrowers shall not, and shall not permit any Subsidiary to, create, incur, assume, suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except (the following being “Permitted Encumbrances”):  (a) the security interests and liens of the Lender; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to the Borrowers or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books in accordance with GAAP; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of the Borrowers’ or such Subsidiary's business to the extent: (i) such liens secure Indebtedness which is not overdue; or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to the Borrowers or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of Real Property which do not interfere in any material respect with the use of such Real Property or ordinary conduct of the business of the Borrowers or such Subsidiary as presently conducted thereon or materially impair the value of the Real Property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on Real Property to secure Indebtedness permitted under Section 8.13(b) hereof; (f) the security interests and liens of the Existing Lenders on that certain real property located at 10758 Greenfield Parkway, Middlebury, Indiana 46540 to secure the Existing Debt; and (g) the security interests and liens set forth on Schedule 8.12 to the Perfection Certificate which are not permitted by the other provisions of Section 8.12 above.

8.13Indebtedness

.  The Borrowers shall not, and shall not permit any Subsidiary to, incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly), the Indebtedness, performance, obligations or dividends of any other Person, except:

(a)the Obligations, as the same may be increased from time to time by the PIK Interest;

(b)purchase money Indebtedness (including Capital Leases) arising after the date hereof to the extent secured by purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on Real Property not to exceed $100,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of the Borrowers or any Subsidiary other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as the case may be;

(c)guarantees by any Subsidiaries of the Borrowers of the Obligations in favor of the Lender;

(d)Indebtedness of the Borrowers entered into in the ordinary course of business pursuant to a Hedge Agreement, provided, that such arrangements are not for speculative purposes;

(e)the Existing Debt; provided, that, (i) the aggregate principal amount of such Indebtedness shall not exceed $4,948,396, plus any principal arising pursuant to the payment of non-cash interest by incurring additional Indebtedness having substantially the same terms, less the aggregate amount of all repayments, repurchases or redemptions (including without limitation payment of the industrial revenue bonds owed to the Rutherford Financing Authority and the Franklin Development Authority), whether optional or mandatory, in respect thereof, and the interest thereon shall not exceed the rate provided for in the Existing Debt as in effect on the date hereof; (ii) the Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of any of the Existing Debt or any agreement, document or instrument related thereto, except, that, the Borrowers  may amend, modify, alter or change the terms thereof so as to (I) extend the maturity of such Indebtedness; (II) defer the timing of any payments in respect thereof; (III) forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof); and (IV) reduce the interest rate or any fees in connection therewith; or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose; and (iii) the Borrowers shall furnish to the Lender all notices or demands in connection with the Existing Debt either received by the Borrowers or on their behalf, promptly after the receipt thereof, or sent by the Borrowers or on their behalf, concurrently with the sending thereof, as the case may be; or

(f)the Indebtedness set forth on Schedule 8.13 to the Perfection Certificate which is not permitted by the other provisions of Section 8.13 above; provided, that, (i) the Borrowers may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the date hereof; (ii) the Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof except, that, the Borrowers may, after prior written notice to the Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith; or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose; and (iii) the Borrowers shall furnish to the Lender all notices or demands in connection with such Indebtedness either received by the Borrowers or on their behalf, promptly after the receipt thereof, or sent by the Borrowers or on their behalf, concurrently with the sending thereof, as the case may be.

8.14Loans, Investments, Etc

.  The Borrowers shall not, and shall not permit any Subsidiary to, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the Capital Stock or Indebtedness or all or a substantial part of the assets or property of any person, or form or acquire any Subsidiaries, or agree to do any of the foregoing, except:

(a)the endorsement of instruments for collection or deposit in the ordinary course of business;

(b)investments in cash or Cash Equivalents;

(c)stock or obligations issued to the Borrowers by any Person (or the representative of such Person) in respect of Indebtedness of such Person owing to the Borrowers in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; provided, that, the original of any such stock or instrument evidencing such obligations shall be promptly delivered to the Lender, together with such stock power, assignment or endorsement by the Borrowers as the Lender may request;

(d)obligations of account debtors to the Borrowers arising from Accounts which are past due evidenced by a promissory note made by such account debtor payable to the Borrowers; provided, that, promptly upon the receipt of the original of any such promissory note by the Borrowers, such promissory note shall be endorsed to the order of the Lender by the Borrowers and promptly delivered to the Lender as so endorsed; or

(e)the loans and advances set forth on Schedule 8.14 to the Perfection Certificate which are not permitted by other provisions of Section 8.14 above; provided, that, as to such loans and advances, (i) the Borrowers shall not, directly or indirectly, amend, modify, alter or change the terms of such loans and advances or any agreement, document or instrument related thereto; and (ii) the Borrowers shall furnish to the Lender all notices or demands in connection with such loans and advances either received by the Borrowers or on their behalf, promptly after the receipt thereof, or sent by the Borrowers or on their behalf, concurrently with the sending thereof, as the case may be.

8.15Dividends and Redemptions

.  The Borrowers shall not directly or indirectly, declare or pay any dividends on account of any shares of class of Capital Stock of the Borrowers or such Subsidiary now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, except that any wholly-owned Subsidiary may declare a dividend to a Borrower.  Coachmen shall not take any of the foregoing actions.

8.16Transactions with Affiliates

.  The Borrowers shall not, directly or indirectly, (a) purchase, acquire or lease any property from, or sell, transfer or lease any property to, any officer, director, agent or other person affiliated with the Borrowers, except in the ordinary course of and pursuant to the reasonable requirements of the Borrowers’ business and upon fair and reasonable terms, fully disclosed to the Lender, which are no less favorable to the Borrowers than the Borrowers would obtain in a comparable arm's length transaction with an unaffiliated person; or (b) make any payments of management, consulting or other fees for management or similar services, or of any Indebtedness owing to any officer, employee, shareholder, director or other Affiliate of the Borrowers except reasonable compensation to officers, employees and directors for services rendered to the Borrowers in the ordinary course of business.

8.17Compliance with ERISA

.  The Borrowers shall, and shall cause each of their Subsidiaries and ERISA Affiliates to:  (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal and State law; (b) cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; (c) not terminate any Plan which is subject to Section 412 of the Code or Title IV or Section 302 of ERISA so as to incur any material liability to the PBGC; (d) not allow or suffer to exist any prohibited transac­tion involving any Plan or any trust created thereunder which would subject any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate to a material tax or other liability on prohibited transactions imposed under Section 4975 of the Code or ERISA; (e) make all required contributions to any Plan which it is obligated to pay under Section 302 of ERISA, Section 412 of the Code or the terms of such Plan; (f) not allow or suffer to exist any “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, with respect to any Plan or Multiemployer Plan; (g) not engage in a transaction that could be subject to Section 4069 or 4212(c) of ERISA; and (h) not allow or suffer to exist any occurrence of a reportable event (as defined in Section 4043 of ERISA) with respect to any Plan, or any other event or condition which presents a material risk of termination by the PBGC of any Plan.

8.18End of Fiscal Years; Fiscal Quarters

.  Each Borrower shall, for financial reporting purposes, cause its, and each of its Subsidiaries’ (a) fiscal years to end on December 31 of each year; and (b) fiscal quarters to end on March 31, June 30, October 30 and December 31 of each year.

8.19Change in Business

.  The Borrowers shall not engage in any business other than the business of the Borrowers on the date hereof and any business reasonably related, ancillary or complimentary to the business in which the Borrowers are engaged on the date hereof.

8.20Limitation of Restrictions Affecting Subsidiaries

.  The Borrowers shall not, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any Subsidiary of the Borrowers to (a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrowers or any Subsidiary of the Borrowers; (b) make loans or advances to the Borrowers or any Subsidiary of the Borrowers; (c) transfer any of its properties or assets to the Borrowers or any Subsidiary of the Borrowers; or (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law; (ii) this Loan Agreement; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrowers or any of their Subsidiaries; (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Borrowers or their Subsidiary; (v) any agreement relating to permitted Indebtedness incurred by a Subsidiary of the Borrowers prior to the date on which such Subsidiary was acquired by the Borrowers and outstanding on such acquisition date; and (vi) the extension or continuation of contractual obligations in existence on the date hereof; provided, that, any such encumbrances or restrictions contained in such extension or continuation are no less favorable to the Lender than those encumbrances and restrictions under or pursuant to the contractual obligations so extended or continued.

8.21Financial Covenants.

(a)EBITDA.  The Borrowers shall not permit EBITDA of Coachmen and its consolidated Subsidiaries, as calculated at the end of each calendar month, for the periods specified below, to be less than the EBITDA set forth below opposite each such month shown below, such amount to be applicable for the month shown and, with respect to 8.21(a)(vi) through (a)(xiii), for the two months immediately subsequent to such month, and in all cases calculated for the number of months specified below:

(i)For the one month ended October 31, 2009 ($1,500,000);

(ii)For the two months ended November 30, 2009, ($1,000,000);

(iii)For the three months ended December 31, 2009, ($500,000);

(iv)For the four months ended January 31, 2010, ($0);

(v)For the five months ended February 28, 2010, $500,000;

(vi)           For the six months ended March 31, 2010, $1,000,000;

(vii)For the three months ended March 31, 2010, $1,675,000;

(viii)For the six months ended June 30, 2010, $2,500,000;

(ix)For the nine months ended September 30, 2010, $3,550,000;

(x)           For the twelve months ended December 31, 2010, $4,725,000;

(xi)For the twelve months ended March 31, 2011, $7,110,000;

(xii)For the twelve months ended June 30, 2011, $9,000,000; and

(xiii)For the twelve months ended October 30, 2011, $10,800,000;

provided, that if the Borrowers breach any of 8.21(a)(i) through (vi), the Borrowers may subsequently cure such Default once Coachmen and its consolidated Subsidiaries’ cumulative EBITDA since October 1, 2009 exceeds the applicable thresholds for the next two consecutive months; provided further that such cure rights do not affect the Lender’s rights to declare a Default hereunder and exercise any remedies it may have as a result thereof.

(b)Fixed Charge Coverage Ratio.  The Borrowers shall not permit the Fixed Charge Coverage Ratio of Coachmen and its consolidated Subsidiaries, as calculated at the end of each calendar month, for the periods specified below, to be less than the ratio set forth below opposite each such month shown below, such ratio to be applicable for the month shown and for the two months immediately subsequent to such month, and calculated for the number of months specified below:

(i)For the three months ended March 31, 2010, 1.05 to 1.00;

(ii)For the six months ended June 30, 2010, 1.05 to 1.00;

(iii)For the nine months ended September 30, 2010, 1.05 to 1.00;

(iv)For the twelve months ended December 31, 2010, 1.05 to 1.00;

(v)For the twelve months ended March 31, 2011, 1.15 to 1.00;

(vi)For the twelve months ended June 30, 2011, 1.25 to 1.00; and

(vii)For the twelve months ended October 30, 2011, 1.50 to 1.00.

(c)Leverage Ratio.  The Borrowers shall not permit the Leverage Ratio of Coachmen and its consolidated Subsidiaries, as calculated at the end of each calendar month, for any period set forth below, to be greater than the ratio set forth below opposite each such month shown below, such ratio to be applicable to the month shown and the two months immediately subsequent to such month and calculated for the number of months specified below:

(i)For the three months ended March 31, 2010, 8.00 to 1.00;

(ii)For the six months ended June 30, 2010, 5.25 to 1.00;

(iii)For the nine months ended September 30, 2010, 4.67 to 1.00;

(iv)For the twelve months ended December 31, 2010, 3.25 to 1.00;

(v)For the twelve months ended March 31, 2011, 2.50 to 1.00;

(vi)For the twelve months ended June 30, 2011, 2.00 to 1.00; and

(vii)For the twelve months ended October 30, 2011, 1.75 to 1.00.

8.22Capital Expenditures

.  The Borrowers shall not, directly or indirectly, collectively make or commit to make (whether through purchase, capital lease or otherwise) Capital Expenditures in excess of (a) $525,000 for the three month period ending December 31, 2009 and (b) $1,000,000 in any 12 month period without the Lender’s prior written consent

8.23Warranty Obligations

.  The Borrowers shall not at any time allow the Warranty Obligations to exceed the sum of the Remaining Escrow Funds plus any cash held in a segregated bank account that is subject to a Deposit Control Agreement and set aside by the Borrowers solely for the purpose of satisfying the Warranty Obligations.

8.24Performance Security Obligations

.  The Borrowers shall not, directly or indirectly, collectively incur Performance Security Obligations in excess of $1,000,000 in any fiscal quarter without the Lender’s prior written consent.

8.25Sales Contracts

.  The Borrowers shall not enter into any individual sales contract in an amount exceeding $1,000,000 without the prior written consent of the Lender, which will not be unreasonably withheld or delayed.

8.26Cash Expenditures

.  The Borrowers shall not, directly or indirectly, collectively make or incur individual cash expenditures, other than for raw materials used for manufacturing inventory, in excess of $400,000 in any fiscal quarter without the prior written consent of the Lender, which will not be unreasonably withheld or delayed.

8.27Use of Proceeds

.  The Borrowers shall use the proceeds of the Notes only in accordance with Schedule 2.7 hereto.

8.28Material Contracts

.  The Borrowers shall (a) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the Material Contracts to be observed and performed by them, at the times set forth therein, if any; (b) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any Material Contract; (c) not modify, amend or waive any Material Contract in any material respect or any term, provision or right of the licensee thereunder in any material respect, or cancel, surrender or release any Material Contract, or consent to or permit to occur any of the foregoing or the termination or expiration of any Material Contract; except, that, the Borrowers may cancel, surrender or release any Material Contract in the ordinary course of the business of the Borrowers or permit a Material Contract to terminate or expire in the ordinary course of business, so long as the Borrowers give the Lender prior written notice of any such cancellation, surrender, release, termination or expiration.

8.29Foreign Assets Control Regulations, Etc

.  No portion of the proceeds of any Securities under this Loan Agreement shall be used in violation of the Trading With the Enemy Act (50 USC §1 et seq., as amended) (the “Trading With the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto (including, but not limited to (a) Executive order 13224 of October 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001) (the “Executive Order”); and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56).  Neither the Borrowers nor any of their Subsidiaries or other Affiliates are or will become a “blocked person” as described in the Trading with the Enemy Act, the Foreign Assets Control Regulations or the Executive Order engages or will engage in any dealings or transactions, or be otherwise associated, with any such “blocked person”.

8.30After Acquired Real Property

.  If the Borrowers hereafter acquire any Real Property or fixtures that has a fair market value in an amount equal to or greater than $100,000 (or if a Default or Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of the Lender, or duties or obligations of the Borrowers, promptly upon the Lender's request, the Borrowers shall execute and deliver to the Lender, a Mortgage, deed of trust or deed to secure debt, as the Lender may determine, in form and substance satisfactory to the Lender and in form appropriate for recording in the real estate records of the jurisdiction in which such Real Property or other property is located granting to the Lender a lien and mortgage on and security interest in such Real Property or fixtures (except as the Borrowers would otherwise be permitted to incur hereunder or as otherwise consented to in writing by the Lender) and such other agreements, documents and instruments as the Lender may require in connection therewith.

8.31Costs and Expenses

.  The Borrowers shall pay to the Lender and each Holder on demand all costs, expenses, filing fees and taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, administr­ation, collection, liquidation, enforcement and defense of the Obligations, the Lender's rights in the Collateral, this Loan Agreement, the other Transaction Documents and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including:  (a) all costs and expenses of filing or recording (including Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if appl­icable); (b) costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment; (c) costs and expenses of preserving and protecting the Collateral; (d) costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of the Lender, refinancing or restructuring of the Notes in the nature of a “with-out” or pursuant to any insolvency or bankruptcy proceedings, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Loan Agreement and the other Transaction Documents or defending any claims made or threatened against the Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (e) all out-of-pocket expenses and costs heret­ofore and from time to time hereafter incurred by the Lender during the course of periodic field examinations of the Collateral and the Borrowers’ operations; and (f) the fees and disbursements of counsel (including legal assistants) and consultants to the Lender in connection with any of the foregoing.

8.32Collateral Monitoring Fee

.  The Borrowers shall pay to the Lender a collateral monitoring fee equal to $8,333.50 per month, commencing on the first day of the month following the Closing Date and on the first day of each month thereafter.  The collateral monitoring fee shall be deemed earned in full on the date when same is due and payable hereunder and shall not be subject to rebate or proration under any circumstances.

8.33Inconsistent Agreements

.  The Borrowers shall not enter into an agreement or arrangement which is or will be inconsistent with the obligations of the Borrowers under this Loan Agreement, the Securities or any other Transaction Document.

8.34Increase in Compensation

.  The Borrowers shall not increase the annual total compensation (base plus bonus plus perquisites) of any of the five highest paid employees of any of the Borrowers in any fiscal year by more than five percent (5%) per annum or establish any executive bonus plan or similar arrangement (including, without limitation, any executive bonus plan or similar arrangement) which is not in form and substance to the reasonable satisfaction of the Lender.

8.35Stay, Extension and Usury Laws

.  The Borrowers covenant and agree (to the extent that it may lawfully do so) that they will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit of or advantage of, and will use their best efforts to resist any attempts to claim or take the benefit of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of its obligations under this Loan Agreement or the Notes, and the Borrowers (to the extent they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holders, but will suffer and permit the execution of every such power as though no such law has been enacted.

8.36Limitation on Ranking of Future Indebtedness

.  The Borrowers shall not, directly or indirectly, incur, create, or suffer to exist an Indebtedness which is subordinate or junior in right of payment (to any extent) to any Existing Debt and which is senior or superior or pari passu in right of payment (to any extent) to the Notes (or any guaranty of the Notes).

8.37By-Laws Amendment

.  Prior to the Closing Date, Coachmen’s Board of Directors shall approve an amendment to Coachmen’s by-laws providing that Chapter 42 of the Indiana Business Corporation Law, which relates to “control share acquisitions” (as defined therein), shall no longer apply to Coachmen, and shall provide the Lender with evidence, in form and substance satisfactory to the Lender, that such amendment has become effective to accomplish such purpose.  Coachmen shall not thereafter adopt any amendment to its By-laws or articles of Incorporation inconsistent with such amendment.

8.38Further Assurances

.  At the request of the Lender at any time and from time to time, the Borrowers shall, at their expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, documents and instruments, and do or cause to be done such further acts as may be necessary or proper to evidence, perfect, maintain and enforce the security interests and the priority thereof in the Collateral and to otherwise effectuate the provisions or purposes of this Loan Agreement or any of the other Transaction Documents.

8.39Post-Closing Covenants.  The Borrowers shall have completed the post-closing items on Schedule 8.39 hereto within the time periods prescribed therein.

SECTION 9.   PAYMENTS

9.1Mandatory Prepayment.

(a)Upon the occurrence of (i) a Change of Control or (ii) an Asset Sale with net proceeds to the Borrowers in excess of $1,000,000, that in either case is not approved in advance by the Lender, at the election of the Holders of the majority principal amount of the Notes, the Borrowers shall redeem the then outstanding Notes at a prepayment price equal to the principal amount of all outstanding Notes, plus 125% of the amount of interest (including PIK Interest on the Tranche B Notes) that would have been due to the Lender on the Tranche B Notes had the Tranche B Notes been held to maturity and no payments had been made in respect of any principal or interest on the Tranche B Notes (the “Redemption Price”).  At least twenty (20) days prior to the occurrence of such Change of Control or such Asset Sale, the Borrowers shall provide each Holder of Notes with an Offer of Prepayment pursuant to Section 9.2 hereof.  Upon the occurrence of any event described in this Section 9.1, the Lender’s obligation to provide the Revolving Loans shall cease.

(b)Upon the occurrence of a Permitted Revolver Financing, the Borrowers shall redeem, and the Holders shall tender, all of the then outstanding Revolving Notes at a redemption price equal to the outstanding principal amount plus any accrued and unpaid interest thereon and any fees and expenses due and occurring at such time.  Such redemption shall occur concurrently with the closing of the Permitted Revolver Financing.  Thereafter, the Lender’s obligation to make, and the Borrowers’ ability to receive, Revolving Loans under the Revolving Notes shall cease entirely.  In order to facilitate the Borrowers’ ability to obtain a Permitted Revolver Financing, the Holders of the Revolving Notes will agree to subordinate their liens on the Borrowers’ inventory and accounts receivable on terms that are reasonable and customary, as determined in the sole discretion of such Holders.

9.2Offer of Prepayment

.  An offer of prepayment (“Offer of Prepayment”) shall be mailed by the Borrowers to each Holder of a Note at such Holder’s registered address by first class mail not more than 10 days after the occurrence of such Change in Control or Asset Sale.  A Holder may accept the Offer of Prepayment for Revolving Notes only, Tranche B Notes only or a combination of Revolving Notes and Tranche B Notes.  Each Offer of Prepayment shall be an irrevocable offer to prepay all of the Notes and shall state:

(a)the applicable Prepayment Date, which shall be no later than ten Business Days after the date of mailing;

(b)the applicable Prepayment Price; and

(c)that the Notes subject to the Offer of Prepayment must be surrendered to the Borrowers to collect the applicable Prepayment Price.

9.3Effect of Notice of Prepayment

.  Once an Offer of Prepayment is accepted by one or more Holders, the Notes submitted for prepayment by such Holder(s) thereunder shall become due and payable on the applicable Prepayment Date at the applicable Prepayment Price.  The Borrowers shall prepay any and all Notes submitted by any Holders on the applicable Prepayment Date at the applicable Prepayment Price.

9.4No Voluntary Prepayment of Tranche B Notes

.  The Borrowers may pay interest on the Tranche B Notes in cash if paid on an Interest Payment Date (as defined in the Tranche B Notes).  If not paid in such manner, all interest due under the Tranche B Notes shall automatically become PIK Interest and shall become part of the principal amount of the Tranche B Notes.  The Borrowers shall not prepay any principal due or to become due under the Tranche B Notes prior to their maturity under any circumstances without the permission of the Holders.

9.5Mandatory Repayments and Prepayments of Revolving Notes.

(a) The Lender’s obligation to make Revolving Loans shall terminate at the opening of business on the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which the Tranche B Notes or the Revolving Notes are redeemed pursuant to Section 9.1(a) or (b), respectively, or (iii) thirty (30) days after the Borrowers have been presented with a refinancing meeting the criteria for an acceptable refinancing mutually agreed upon by the Lender and the Borrower Representative on or immediately prior to the Closing Date.  On such date there shall become due and payable and the Borrowers shall pay the entire outstanding principal amount of all Revolving Loans made to the Borrowers, together with accrued and unpaid interest thereon.

(b)If on any two consecutive Business Days Available Cash exceeds $2,500,000, then, on the next succeeding Business Day, the Borrowers shall make successive prepayments of $500,000 on any outstanding Revolving Loans until Available Cash is reduced to $2,000,000 or less.

9.6Optional Prepayments

.  The Borrowers may prepay the Revolving Loans in whole or in part (in minimum principal amounts of $1,000,000 or in any larger integral multiple of $1,000,000) upon at least one Business Day’s prior irrevocable written notice to the Lender, in an amount equal to 100% of the principal amount repaid.  The aggregate principal amount of the Revolving Loans designated for prepayment in any notice of optional prepayment provided pursuant to this subsection shall become due and payable on the date fixed for prepayment as specified above.

9.7Application of Payments

.  Until the occurrence and continuance of an Event of Default, payments received by the Lender in respect of the Obligations shall be applied to interest and then principal amounts of the Revolving Notes.  Prepayments and Repayments in respect of the Obligations received at any time by the Lender and any payments received by the Lender following the occurrence and during the continuance of an Event of Default shall be applied in the following order:

FIRST, to fees and expenses in respect of the Notes and the Transaction Documents;

SECOND, to accrued and unpaid interest in respect of the Revolving Notes;

THIRD, to principal amount outstanding under the Revolving Notes;

FOURTH, to all other Obligations due and owing under or in respect of the Revolving Notes;

FIFTH, to accrued and unpaid interest in respect of the Tranche B Notes;

SIXTH, to principal amount outstanding under the Tranche B Notes;

SEVENTH, to all other Obligations due and owing under or in respect of the Tranche B Notes; and

NINTH, to all remaining Obligations.

SECTION 10.   EVENTS OF DEFAULT AND REMEDIES

10.1Events of Default

.  The occurrence or existence of any one or more of the following events are referred to herein individually as an “Event of Default”, and collectively as “Events of Default”:

(a)(i) The Borrowers fail to pay any of the Obligations when due; or (ii) the Borrowers fail to perform any of the covenants contained in Sections 8.3, 8.4, 8.19, 8.30, and 8.31 of this Loan Agreement and such failure shall continue for fifteen (15) days; provided, that, such fifteen (15) day period shall not apply in the case of: (A) any failure to observe any such covenant which is not capable of being cured at all or within such fifteen (15) day period or which has been the subject of a prior failure within a six (6) month period or (B) an intentional breach by the Borrowers of any such covenant; or (iii) the Borrowers fail to perform any of the terms, covenants, conditions or provisions contained in this Loan Agreement or any of the other Transaction Documents other than those described in Sections 10.1(a)(i) and 10.1(a)(ii) above;

(b)any representation, warranty or statement of fact made by the Borrowers or any Obligor to the Lender in this Loan Agreement, the other Transaction Documents or any other written agreement, schedule, confirmatory assignment or otherwise shall when made or deemed made be false or misleading in any material respect;

(c)any Obligor revokes or terminates, or purports to revoke or terminate, or fails to perform any of the terms, covenants, conditions or provisions of, any guarantee, endorsement or other agreement of such party in favor of the Lender;

(d)any judgment for the payment of money is rendered against the Borrowers or any Obligor in excess of $100,000 in any one case or in excess of $250,000 in the aggregate (to the extent not covered by insurance where the insurer has assumed responsibility in writing for such judgment) and shall remain undischarged or unvacated for a period in excess of sixty (60) days or execution shall at any time not be effectively stayed, or any judgment other than for the payment of money, or injunction, attachment, garnishment or execution is rendered against the Borrowers or any Obligor or any of the Collateral having a value in excess of $250,000;

(e)any Obligor (being a natural person or a general partner of an Obligor which is a partnership) dies or the Borrowers or any Obligor, which is a partnership, limited liability company, limited liability partnership or a corporation, dissolves or suspends or discontinues doing business;

(f)one or more of the Borrowers or any Obligor makes an assignment for the benefit of creditors, makes or sends notice of a bulk transfer or calls a meeting of its creditors or principal creditors in connection with a moratorium or adjustment of the Indebtedness due to them;

(g)a case or proceeding under the bankruptcy laws of the United States of America now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity) is filed against one or more of the Borrowers or any Obligor or all or any part of its properties and such petition or application is not dismissed within thirty (30) days after the date of its filing or one or more of the Borrowers or any Obligor shall file any answer admitting or not contesting such petition or application or indicates its consent to, acquiescence in or approval of, any such action or proceeding or the relief requested is granted sooner;

(h)a case or proceeding under the bankruptcy laws of the United States of America now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at a law or equity) is filed by one or more of the Borrowers or any Obligor or for all or any part of its property;

(i)any default in respect of any Indebtedness of one or more of the Borrowers or any Obligor (other than Indebtedness owing to the Lender), in any case in an amount in excess of $100,000, which default continues for more than the applicable cure period, if any, with respect thereto, or any default by one or more of the Borrowers or any Obligor under any Material Contract, which default continues for more than the applicable cure period, if any, with respect thereto and/or is not waived in writing by the other parties thereto;

(j)any material provision hereof or of any of the other Transaction Documents shall for any reason cease to be valid, binding and enforceable with respect to any party hereto or thereto (other than the Lender) in accordance with its terms, or any such party shall challenge the enforceability hereof or thereof, or shall assert in writing, or take any action or fail to take any action based on the assertion that any provision hereof or of any of the other Transaction Documents has ceased to be or is otherwise not valid, binding or enforceable in accordance with its terms, or any security interest provided for herein or in any of the other Transaction Documents shall cease to be a valid and perfected first priority security interest in any of the Collateral purported to be subject thereto (except as otherwise permitted herein or therein);

(k)(i) one or more ERISA Events shall have occurred, (ii) there is or arises an Unfunded Pension Liability (taking into account only Plans with positive Unfunded Pension Liability), or (iii) there is or arises any potential withdrawal liability under Section 4201 of ERISA, if any of the Borrowers, any of their Subsidiaries, or any ERISA Affiliate were to withdraw completely from any and all Multiemployer Plans; and the liability of any or all of the Borrowers, any of their Subsidiaries, and the ERISA Affiliates contemplated by the foregoing clauses (i), (ii) and (iii), either individually or in the aggregate, exceeds or would be reasonably expected to exceed $100,000;

(l)any Change of Control;

(m)the indictment by any Governmental Authority, or as the Lender may reasonably and in good faith determine, the threatened indictment by any Governmental Authority of one or more of the Borrowers or any Obligor of which the Borrowers, any Obligor or the Lender receives notice, in either case, as to which there is a reasonable possibility of an adverse determination, in the good faith determination of the Lender, under any criminal statute, or commencement or threatened commencement of criminal or civil proceedings against one or more of the Borrowers pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture of (i) any of the Collateral having a value in excess of $200,000; or (ii) any other property of one or more of the Borrowers which is necessary or material to the conduct of its business; or

(n)there shall be a material adverse change in the business, assets or prospects of the Borrowers or any Obligor after the date hereof.

10.2Remedies.

(a)At any time an Event of Default exists or has occurred and is continuing, the Lender shall have all rights and remedies provided in this Loan Agreement, the other Transaction Documents, the UCC and other applicable law, all of which rights and remedies may be exercised without notice to or consent by the Borrowers or any Obligor, except as such notice or consent is expressly provided for hereunder or required by applicable law.  All rights, remedies and powers granted to the Lender hereunder, under any of the other Transaction Documents, the UCC or other applicable law, are cumulative, not exclusive and enforceable, in the Lender’s discr­etion, alternatively, successively, or concurrently on any one or more occasions, and shall include, without limitation, the right to apply to a court of equity for an injunction to restrain a breach or threatened breach by the Borrowers of this Loan Agreement or any of the other Transaction Documents.  The Lender may, at any time or times, proceed directly against one or more of the Borrowers or any Obligor to collect the Obligations without prior recourse to any Obligor or any of the Collateral.

(b)Without limiting the generality of the foregoing, at any time an Event of Default exists or has occurred and is continuing, the Lender may upon written notice to the Borrowers, accelerate the payment of all Obligations and demand immediate payment thereof to the Lender (provided, that, upon the occurrence of any Event of Default described in Sections 10.1(g) and 10.1(h), all Obligations shall automatically become immediately due and payable).

(c)Without limiting the foregoing, at any time an Event of Default exists or has occurred and is continuing, the Lender may, in its discretion (i) with or without judicial process or the aid or assistance of others, enter upon any premises on or in which any of the Collateral may be located and take possession of the Collateral or complete processing, manufacturing and repair of all or any portion of the Collateral; (ii) require the Borrowers, at the Borrowers’ expense, to assemble and make available to the Lender any part or all of the Collateral at any place and time designated by the Lender; (iii) collect, foreclose, receive, appropriate, setoff and realize upon any and all Collateral; (iv) remove any or all of the Collateral from any premises on or in which the same may be located for the purpose of effecting the sale, foreclosure or other disposition thereof or for any other purpose; (v) sell, lease, transfer, assign, deliver or otherwise dispose of any and all Collateral (including entering into contracts with respect thereto, public or private sales at any exchange, broker's board, at any office of the Lender or elsewhere) at such prices or terms as the Lender may deem reasonable, for cash, upon credit or for future delivery, with the Lender having the right to purchase the whole or any part of the Collateral at any such public sale, all of the foregoing being free from any right or equity of redemption of the Borrowers, which right or equity of redemption is hereby expressly waived and released by the Borrowers; and/or (vi) terminate this Loan Agreement.  If any of the Collateral is sold or leased by the Lender upon credit terms or for future delivery, the Obligations shall not be reduced as a result thereof until payment therefor is finally collected by the Lender.  If notice of disposition of Collateral is required by law, ten (10) days’ prior notice by the Lender to the Borrowers designating the time and place of any public sale or the time after which any private sale or other intended disposition of Collateral is to be made, shall be deemed to be reasonable notice thereof and the Borrowers waive any other notice.  In the event the Lender institutes an action to recover any Collateral or seeks recovery of any Collateral by way of prejudgment remedy, the Borrowers waive the posting of any bond which might otherwise be required.

(d)The Lender may, at any time or times that an Event of Default exists or has occurred and is continuing, enforce the Borrowers’ rights against any account debtor, secondary obligor or other obligor in respect of any of the Accounts or other Receivables.  Without limiting the generality of the foregoing, the Lender may at such time or times (i) notify any or all account debtors, secondary obligors or other obligors in respect thereof that the Receivables have been assigned to the Lender and that the Lender has a security interest therein and the Lender may direct any or all account debtors, secondary obligors and other obligors to make payment of Receivables directly to the Lender; (ii) extend the time of payment of, compromise, settle or adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Receivables or other obligations included in the Collateral and thereby discharge or release the account debtor or any secondary obligors or other obligors in respect thereof without affecting any of the Obligations; (iii) demand, collect or enforce payment of any Receivables or such other obligations, but without any duty to do so, and the Lender shall not be liable for its failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto; and (iv) take whatever other action the Lender  may deem necessary or desirable for the protection of its interests.  At any time that an Event of Default exists or has occurred and is continuing, at the Lender’s request, all invoices and statements sent to any account debtor shall state that the Accounts and such other obligations have been assigned to the Lender and are payable directly and only to the Lender and the Borrowers shall deliver to the Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as the Lender may require.  In the event any account debtor returns Inventory when an Event of Default exists or has occurred and is continuing, the Borrowers shall, upon Lender’s request, hold the returned Inventory in trust for the Lender, segregate all returned Inventory from all of its other property, dispose of the returned Inventory solely according to the Lender’s instructions, and not issue any credits, discounts or allowances with respect thereto without the Lender’s prior written consent.

(e) To the extent that applicable law imposes duties on the Lender to exercise remedies in a commercially reasonable manner (which duties cannot be waived under such law), the Borrowers acknowledge and agree that it is not commercially unreasonable for the Lender (i) to fail to incur expenses reasonably deemed significant by the Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain consents of any Governmental Authority or other third party for the collection or disposition of Collateral to be collected or disposed of; (iii) to fail to exercise collection remedies against account debtors, secondary obligors or other persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral; (iv) to exercise collection remedies against account debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists; (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature; (vi) to contact other persons, whether or not in the same business as the Borrowers for expressions of interest in acquiring all or any portion of the Collateral; (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature; (viii) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets; (ix) to dispose of assets in wholesale rather than retail markets; (x) to disclaim disposition warranties; (xi) to purchase insurance or credit enhancements to insure the Lender against risks of loss, collection or disposition of Collateral or to provide to the Lender a guaranteed return from the collection or disposition of Collateral; or (xii) to the extent deemed appropriate by the Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender in the collection or disposition of any of the Collateral.  The Borrowers acknowledge that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lender would not be commercially unreasonable in the Lender's exercise of remedies against the Collateral and that other actions or omissions by the Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation of the foregoing, nothing contained in this Section shall be construed to grant any rights to the Borrowers or to impose any duties on the Lender that would not have been granted or imposed by this Loan Agreement or by applicable law in the absence of this Section.

(f)For the purpose of enabling the Lender to exercise the rights and remedies hereunder, the Borrowers hereby grant to the Lender, to the extent assignable, an irrevocable, non-exclusive license (exercisable at any time an Event of Default shall exist or have occurred and for so long as the same is continuing without payment of royalty or other compensation to the Borrowers) to use, assign, license or sublicense any of the trademarks, service-marks, trade names, business names, trade styles, designs, logos and other source of business identifiers and other Intellectual Property and general intangibles now owned or hereafter acquired by the Borrowers, wherever the same maybe located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

(g)At any time an Event of Default exists or has occurred and is continuing, the Lender may apply the cash proceeds of Collateral actually received by the Lender from any sale, lease, foreclosure or other disposition of the Collateral to payment of the Obligations, in whole or in part and in accordance with the terms hereof, whether or not then due or may hold such proceeds as cash collateral for the Obligations including checks or other payments provisionally credited to the Obligations and/or as to which the Lender has not yet received final and indefeasible payment (and including any contingent liability of the Lender to any bank at which deposit accounts of the Borrowers are maintained under any Deposit Account Control Agreement).  The Borrowers shall remain liable to the Lender for the payment of any deficiency with interest at the highest rate provided for herein and all costs and expenses of collection or enforcement, including attorneys' fees and legal expenses.

SECTION 11.   JURY TRIAL WAIVER; OTHER WAIVERS

AND CONSENTS; GOVERNING LAW

11.1Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver.

(a)The validity, interpretation and enforcement of this Loan Agreement and the other Transaction Documents (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of Florida but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of Florida.

(b)The Borrowers and the Lender irrevocably consent and submit to the non-exclusive jurisdiction of the Circuit Court of Miami-Dade County, Florida and the United States District Court for the Southern District of Florida, whichever the Lender may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Loan Agreement or any of the other Transaction Documents or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Loan Agreement or any of the other Transaction Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that the Lender shall have the right to bring any action or proceeding against the Borrowers or their property in the courts of any other jurisdiction which the Lender deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against the Borrowers or their property).

(c)The Borrowers hereby waive personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at the Lender's option, by service upon the Borrowers in any other manner provided under the rules of any such courts.  Within thirty (30) days after such service, the Borrowers shall appear in answer to such process, failing which the Borrowers shall be deemed in default and judgment may be entered by the Lender against the Borrowers for the amount of the claim and other relief requested.

(d)THE BORROWERS AND LENDER EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS LOAN AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS; OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS LOAN AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.   THE BORROWERS AND THE LENDER EACH HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE BORROWERS OR THE PURCHASER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS LOAN AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(e)The Lender shall not have any liability to the Borrowers (whether in tort, contract, equity or otherwise) for losses suffered by the Borrowers in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Loan Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on the Lender, that the losses were the result of acts or omissions constituting gross negligence or willful misconduct of the Lender.  In any such litigation, the Lender shall be entitled to the benefit of the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Loan Agreement.  The Borrowers:  (i) certify that neither the Lender, nor any representative, agent or attorney acting for or on behalf of the Lender has represented, expressly or otherwise, that the Lender would not, in the event of litigation, seek to enforce any of the waivers provided for in this Loan Agreement or any of the other Transaction Documents; and (ii) acknowledge that in entering into this Loan Agreement and the other Transaction Documents, the Lender is relying upon, among other things, the waivers and certifications set forth in this Section 11.1 and elsewhere herein and therein.

11.2Waiver of Notices

.  The Borrowers hereby expressly waive demand, presentment, protest and notice of protest and notice of dishonor with respect to any and all instruments and chattel paper, included in or evidencing any of the Obligations or the Collateral, and any and all other demands and notices of any kind or nature whatsoever with respect to the Obligations, the Collateral and this Loan Agreement, except such as are expressly provided for herein.  No notice to or demand on the Borrowers which the Lender may elect to give shall entitle the Borrowers to any other or further notice or demand in the same, similar or other circumstances.

11.3Amendments and Waivers

.  Neither this Loan Agreement nor any provision hereof shall be amended, modified, waived or discharged orally or by course of conduct, but only by a written agreement signed by an authorized officer of the Lender, and as to amendments, as also signed by an authorized officer of the Borrowers.  The Lender shall not, by any act, delay, omission or otherwise be deemed to have expressly or impliedly waived any of its rights, powers and/or remedies unless such waiver shall be in writing and signed by an authorized officer of the Lender.  Any such waiver shall be enforceable only to the extent specifically set forth therein.  A waiver by the Lender of any right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which the Lender would otherwise have on any future occasion, whether similar in kind or otherwise.

11.4Waiver of Counterclaims

.  The Borrowers waive all rights to interpose any claims, deductions, setoffs or counterclaims of any nature (other then compulsory counterclaims) in any action or proceeding with respect to this Loan Agreement, the Obligations, the Collateral or any matter arising therefrom or relating hereto or thereto (but nothing in this Section 11.4 shall limit the right of the Borrowers to bring a claim against the Lender in a separate proceeding, subject to the other terms hereof).

SECTION 12.   MISCELLANEOUS

12.1Transfers.

(a)Each Holder shall be permitted to transfer any Security or any portion thereof (and the rights relating thereto under this Loan Agreement and the other Transaction Documents) to any Person; provided that: (i) such transfer is made pursuant to a registration statement under the Securities Act (it being acknowledged that, the Borrowers shall not be obligated to assist in any manner in any such registration except as required by the Registration Rights Agreement) or pursuant to an exemption from the registration requirements of the Securities Act; (ii) if such transfer is being made pursuant to an exemption from such registration requirements and if requested by the Borrowers, counsel for such Holder (which counsel may be internal counsel) furnishes to the Borrowers an opinion to the effect that such transfer is being made pursuant such an exemption; (iii) the applicable transferee is an “accredited investor” as defined in Regulation D promulgated under the Securities Act; and (iv) such transferee represents to the Borrowers in writing that it is acquiring such Security solely for its own account and not as nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States of America or any state thereof, without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of said Security pursuant to a registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, and subject, nevertheless, to the disposition of its property being at all times within its control.

(b)The Borrowers shall pay the reasonable fees and disbursements of counsel for any Holder who is requested to deliver an opinion under Section 12.1(a)(ii).

(c)Within three (3) Business Days after its receipt of notice that a transfer is being made pursuant to this Section 12.1, but not prior to the effective date of such transfer, the Borrowers shall deliver to the applicable transferee a new Security evidencing the aggregate amount transferred and, if the Holder making such transfer is retaining an interest in the Security, a replacement Security in the aggregate amount being retained by such Holder (such Security to be in exchange for, but not in payment of the Security then held by such Holder).  Each such Security shall be dated the date of the predecessor Security.  The Holder making such transfer shall mark the predecessor Security “exchanged” and deliver it to the Borrowers.

12.2Interpretative Provisions.

(a) All terms used herein which are defined in Article 1, Article 8 or Article 9 of the UCC shall have the meanings given therein unless otherwise defined in this Loan Agreement.

(b) All references to the plural herein shall also mean the singular and to the singular shall also mean the plural unless the context otherwise requires.

(c) All references to the Borrowers and the Lender pursuant to the definitions set forth in the recitals hereto, or to any other person herein, shall include their respective successors and assigns.

(d)The words “hereof”, “herein”, “hereunder”, “this Loan Agreement” and words of similar import when used in this Loan Agreement shall refer to this Loan Agreement as a whole and not any particular provision of this Loan Agreement and as this Loan Agreement now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

(e)The word “including” when used in this Loan Agreement shall mean “including, without limitation” and the word “will” when used in this Loan Agreement shall be construed to have the same meaning and effect as the word “shall”.

(f)An Event of Default shall exist or continue or be continuing until such Event of Default is waived in accordance with Section 11.3 or is cured in a manner satisfactory to the Lender, if such Event of Default is capable of being cured as determined by the Lender.

(g)All references to the term “good faith” used herein when applicable to the Lender shall mean, notwithstanding anything to the contrary contained herein or in the UCC, honesty in fact in the conduct or transaction concerned.  The Borrowers shall have the burden of proving any lack of good faith on the part of the Lender alleged by the Borrowers at any time.

(h)Any accounting term used in this Loan Agreement shall have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial computations hereunder shall be computed unless otherwise specifically provided herein, in accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the preparation of the financial statements of the Borrowers most recently received by the Lender prior to the date hereof.  Notwithstanding anything to the contrary contained in GAAP or any interpretations or other pronouncements by the Financial Accounting Standards Board or otherwise, the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is unqualified and also does not include any explanation, supplemental comment or other comment concerning the ability of the applicable person to continue as a going concern or the scope of the audit.

(i)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”.

(j)Unless otherwise expressly provided herein, (i) references herein to any agreement, document or instrument shall be deemed to include all subsequent amendments, modifications, supplements, extensions, renewals, restatements or replacements with respect thereto, but only to the extent the same are not prohibited by the terms hereof or of any other Transaction Document; and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, recodifying, supplementing or interpreting the statute or regulation.

(k) The captions and headings of this Loan Agreement are for convenience of reference only and shall not affect the interpretation of this Loan Agreement.

(l) This Loan Agreement and other Transaction Documents may use several different limitations, tests or measurements to regulate the same or similar matters.  All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms.

(m) This Loan Agreement and the other Transaction Documents are the result of negotiations among and have been reviewed by counsel to the Lender and the other parties, and are the products of all parties.  Accordingly, this Loan Agreement and the other Transaction Documents shall not be construed against the Lender merely because of the Lender's involvement in their preparation.

12.3Notices.

(a)All notices, requests and demands hereunder shall be in writing and deemed to have been given or made:  if delivered in person, immediately upon delivery; if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation of receipt; if by nationally recognized overnight courier service with instructions to deliver the next Business Day, one (1) Business Day after sending; and if by certified mail, return receipt requested, five (5) days after mailing.  Notices delivered through electronic communications shall be effective to the extent set forth in Section 12.3(b) below.  All notices, requests and demands upon the parties are to be given to the following addresses (or to such other address as any party may designate by notice in accordance with this Section):

If to the Borrowers:	Coachmen Industries, Inc. 2831 Dexter Drive Elkhart, Indiana 46514 Attn: Chief Executive Officer, General Counsel Telephone: (574) 266-2500 Facsimile: (574) 266-3046
If to the Lender:	H.I.G. All American, LLC 1001 Brickell Bay Drive, 27th Floor Miami, Florida 33131 Attn: Matt Sanford Telephone:                      (305) 379-2322 Facsimile:                      (305) 379-2013
with a copy to (which shall not constitute notice):	White & Case LLP Wachovia Financial Center, Suite 4900 200 South Biscayne Boulevard Miami, Florida  33131-2352 Attention:  Jorge L. Freeland, Esq. Telephone:  (305) 371-2700 Facsimile:  (305) 358-5744

(b)Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Lender or as otherwise determined by the Lender.  Unless the Lender otherwise requires, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided, that, if such notice or other communication is not given during the normal business hours of the recipient, such notice shall be deemed to have been sent at the opening of business on the next Business Day for the recipient; and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communications is available and identifying the website address therefor.

12.4Partial Invalidity

.  If any provision of this Loan Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Loan Agreement as a whole, but this Loan Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

12.5Successors

.  This Loan Agreement, the other Transaction Documents and any other document referred to herein or therein shall be binding upon and inure to the benefit of and be enforceable by the Lender, the Borrowers and their respective successors and assigns (including each Holder), except that the Borrowers may not assign their rights under this Loan Agreement, the other Transaction Documents and any other document referred to herein or therein without the prior written consent of the Lender.

12.6USA Patriot Act

.  The Lender hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001) (the “Act”), it is required to obtain, verify and record information that identifies each person or corporation who opens an account and/or enters into a business relationship with it, which information includes the name and address of the corporation and other information that will allow the Lender to identify the corporation in accordance with the Act and any other applicable law.

12.7Entire Agreement

.  This Loan Agreement, the other Transaction Documents, any supplements hereto or thereto, and any instru­ments or documents delivered or to be delivered in connection herewith or therewith represents the entire agreement and understanding concerning the subject matter hereof and thereof between the parties hereto, and supersede all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.  In the event of any inconsistency between the terms of this Loan Agreement and any schedule or exhibit hereto, the terms of this Loan Agreement shall govern.

12.8Counterparts, Etc.

  This Loan Agreement or any of the other Transaction Documents may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Loan Agreement or any of the other Transaction Documents by telefacsimile or other electronic method of transmission shall have the same force and effect as the delivery of an original executed counterpart of this Loan Agreement or any of such other Transaction Documents.  Any party delivering an executed counterpart of any such agreement by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of such agreement.

[Signature pages follow]

MIAMI 837301 v12 (2K)

IN WITNESS WHEREOF, the Lender and the Borrowers have caused this Loan Agreement to be duly executed as of the day and year first above written.

LENDER H.I.G. ALL AMERICAN, LLC By:/s/  Fabian de Armas                                                                   Title:Vice President	BORROWERS COACHMEN INDUSTRIES, INC. By:/s/ Richard M. Lavers                                                           Title:  President and CEO
	ALL AMERICAN HOMES, LLC By:/s/  James T. Holden                                                           Title:  Secretary
	ALL AMERICAN HOMES OF COLORADO, LLC By:/s/  James T. Holden                                                           Title:  Secretary
	ALL AMERICAN HOMES OF GEORGIA, LLC By:/s/  James T. Holden                                                           Title:  Secretary
	ALL AMERICAN HOMES OF INDIANA, LLC By:/s/  James T. Holden                                                           Title:  Secretary
	ALL AMERICAN HOMES OF IOWA, LLC By:/s/  James T. Holden                                                           Title:  Secretary
	ALL AMERICAN HOMES OF NORTH CAROLINA, LLC By:/s/  James T. Holden                                                           Title:  Secretary
	ALL AMERICAN HOMES OF OHIO, LLC By:/s/  James T. Holden                                                           Title:  Secretary
	ALL AMERICAN BUILDING SYSTEMS, LLC By:/s/  James T. Holden                                                           Title:  Secretary
	ALL AMERICAN SPECIALTY VEHICLES, LLC By:/s/  James T. Holden                                                           Title:  Secretary
	COACHMEN MOTOR WORKS, LLC By:/s/  James T. Holden                                                           Title:  Secretary
	COACHMEN MOTOR WORKS OF GEORGIA, LLC By:/s/  James T. Holden                                                           Title:  Secretary
	CONSOLIDATED BUILDING INDUSTRIES, LLC By:/s/  James T. Holden                                                           Title:  Secretary
	CONSOLIDATED LEISURE INDUSTRIES, LLC By:/s/  James T. Holden                                                           Title:  Secretary
	COACHMEN OPERATIONS, INC. By:/s/  James T. Holden                                                           Title:  Secretary
	COACHMEN PROPERTIES, INC. By:/s/  James T. Holden                                                           Title:  Secretary
	MOD-U-KRAF HOMES, LLC By:/s/  James T. Holden                                                           Title:  Secretary
	SUSTAINABLE DESIGNS, LLC By:/s/  James T. Holden                                                           Title:  Secretary

MIAMI 837301 v12 (2K)

EX-3

BY-LAWS OF

COACHMEN INDUSTRIES, INC.

(as modified through October 27, 2009)

ARTICLE I

OFFICES

Principal Offices.  The principal office of the Corporation shall be located in Elkhart County, Indiana, and the Corporation may have such other offices, either within or without the State of Indiana, as it may require from time-to-time.

ARTICLE II

SHAREHOLDERS

Section 2.1 -  Place of Meetings.  All meetings of the shareholders for the election of Directors shall be held at the offices of the Corporation in the County of Elkhart, State of Indiana, or elsewhere as the Board of Directors may designate.  Meetings of shareholders for any purpose may be held at such place as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

Section 2.2 -  Annual Meetings.  An annual meeting of the shareholders, commencing with the year 1983, shall be held at a time and place to be determined by the Chairman on the fifth (5th) Thursday after the end of the first quarter, but if a legal holiday, then on the next secular day following, or at such other time as the Board of Directors shall determine, at which they shall vote on any Directors standing for election and transact such other business as may properly be brought before such meeting.

Section 2.3 - Special Meetings.  Special meetings of the shareholders may be called by the Chairman, a majority of the Board of Directors, or any shareholder holding 25% or more of the outstanding shares entitled to vote on the business to be conducted at the proposed special meeting of the shareholders.

Section 2.4 - Shareholders Suits. As a condition precedent to any shareholder in a representative capacity bringing any action or suit against the Corporation or its directors or officers, or any of them or any combination thereof (in their respective capacities), including but not limited to allegations of securities irregularities or fraud, the shareholder must enter into a written agreement with the Corporation providing that the prevailing party(ies) shall be reimbursed by the adverse party(ies) for its/his/their reasonable attorney’s fees, court costs and other expenses of litigation incurred in connection with the action or suit.

Section 2.5 – Notice of Meetings. Written or printed notice stating the place, day, and hour of the meeting of shareholders, and in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) days nor more than sixty (60) days before the meeting, either personally or by mail, by or at the direction of the Chairman, the President, or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid.  No business may be transacted at a special meeting other than that described in the notice thereof.

Section 2.6 - Shareholders Entitled to Vote.  The Board of Directors may fix a date as the record date in order to determine the shareholders entitled to notice of a shareholders meeting, to demand a special meeting, to vote, or to take any other action, such date in any case to be not more than seventy (70) days before the meeting or action requiring a determination of shareholders.

Section 2.7 - Voting Lists.  The officer or agent who has charge of the transfer books for shares of the Corporation shall make, at least five (5) business days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period beginning five (5) business days prior to such meeting and continuing through the meeting, shall be kept on file at the principal office of the Corporation and shall be subject to inspection of any shareholder in accordance with applicable law during the whole time of the meeting.  The original share ledger or transfer book, or a duplicate thereof kept in this state shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer books or to vote at any meeting of shareholders.  Failure to comply with the requirements of this Section 2.7 shall not affect the validity of any action taken at a shareholders’ meeting.

Section 2.8 - Quorum.  A majority of the outstanding shares of the Corporation entitled to vote at any meeting, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, provided that if less than such quorum is present, the meeting may be adjourned, in accordance with Section 2.10 of this Article, until a quorum is present.

Section 2.9 - Manner of Acting.  Every decision (other than the election of Directors) with respect to which the votes cast in favor exceed the votes cast in opposition shall be approved as a corporate act unless a larger affirmative vote is required by applicable statute or regulation, the Articles of Incorporation of the Corporation, the rules of any stock exchange on which the Corporation’s common stock is then listed, these by-laws, or the Board of Directors.  Directors are elected by a plurality of the votes cast by shares entitled to vote in the election at a meeting at which a quorum is present, unless otherwise provided in the Articles of Incorporation of the Corporation.

Section 2.10 -  Adjournment.  If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice thereof need not be given if the new time, date, or place is announced at the meeting before the adjournment.  A new record date need not be set if the adjournment is within one hundred twenty (120) days of the original meeting date.

Section 2.11 – Proxies.  At all meetings of shareholders, a shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney in fact.  Such proxy shall be filed with the meeting.  No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Section 2.12 – Voting of Shares.  At every such meeting, each shareholder shall be entitled to cast one vote in person or proxy for each voting share of stock held in his name upon each matter submitted to vote.

Shares of its own stock belonging to this Corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.

Section 2.13 – Voting of Shares by Certain Holders.  Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Board of Directors of such corporation may appoint or as the by-laws of such corporation may prescribe.

Shares standing in the name of a deceased person, a minor ward, or an incompetent person may be voted by his administrator, executor, court appointed guardian or conservator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator.  Shares standing in the name of a trustee may be voted by him, either in person or by proxy.

Shares standing in the name of a receiver or trustee in bankruptcy may be voted by such receiver or trustee in bankruptcy, and shares held by or under the control of a receiver or trustee in bankruptcy may be voted by such receiver or trustee in bankruptcy without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver or trustee in bankruptcy was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote shares so transferred.

Section 2.14 – Voting by Ballot.  Voting on any question may be viva voce unless the presiding officer shall order that voting be by written ballot, and except that voting in elections shall be by written ballot, if a shareholder entitled to vote at that election so requests.

Section 2.15 – Notice of Director Nominations and Shareholder Proposals

(a)   Nominations for the election of Directors may be made by the Board of Directors or by any stockholder holding five percent (5%) or more of the outstanding shares entitled to vote for the election of Directors. Nominations by stockholders shall be made by notice in writing, either delivered to the Secretary of the Corporation, or mailed to the Secretary of the Corporation by first-class United States mail, postage prepaid, and in either case received by the Secretary of the Corporation not less than ninety (90) days prior to the month and day of the anniversary of the last meeting of the stockholders called for the election of Directors.  Notice of nominations which are proposed by the Board of Directors shall be given to the Secretary by the Chairman on behalf of the Board, by any reasonable means before the mailing of the proxy statement.

(b)   Each notice under subsection (a) must contain the name and number of shares beneficially held by the nominating stockholder, a clear and unequivocal statement of nomination, and certain information about each proposed nominee, including his/her name, age, business and residence addresses, principal occupation, the number of shares of Common Stock beneficially he/she owns, and such other information as is required under procedures adopted for nominations by the Governance Committee, and as is required to be included in a proxy statement soliciting proxies for the election of such proposed nominee.

(c)   Stockholders wishing to bring a proposal before a meeting of stockholders, whether or not it is to be included in a proxy statement, must submit it to the Secretary of the Corporation in writing, either delivered to the Secretary of the Corporation or mailed to the Secretary of the Corporation by first class United States mail, postage prepaid, and in either case received by the Secretary of the Corporation not less than sixty (60) days prior to the month and day of the anniversary of the mailing of the prior year’s proxy statement, together with identification and address of the proposing stockholder and such other information as would be required to determine the appropriateness of including the proposal in a proxy statement.  The Secretary, in conjunction with the Chairman and such professional advisors as they deem necessary, shall determine whether and in what form to include the stockholder proposal in proxy materials.

(d)   If the Chairman of the meeting of stockholders determines that a     nomination or a proposal was not made in accordance with the   foregoing procedures, such nomination is void and such proposal shall not be submitted for consideration at the meeting.

Section 2.16 – Control Share Acquisitions Chapter Inapplicable.  The Control Share Acquisitions Chapter of the Indiana Business Corporation Law, Ind. Code §§ 23-1-42-1, et. seq. (the “Control Shares Chapter”), shall not apply to control share acquisitions of shares of the Corporation and, without limiting the foregoing, shareholders of the Corporation shall not be entitled to dissenters’ rights as provided in the Control Shares Chapter

ARTICLE III

DIRECTORS

Section 3.1 – General Powers.  The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 3.2 – Number, Tenure, and Qualifications. The number of Directors of the Corporation shall be not less than six (6) nor more than twelve (12), the exact number of Directors to be determined from time-to-time by resolution of the Board of Directors.  The term for each Director shall be three (3) years, staggered so that the terms of approximately one third (1/3rd) of the Directors expire each year, except a shorter term may be authorized by a unanimous resolution of the Board of Directors in special circumstances.Each Director shall hold office until his term shall expire and his successor shall have been elected and qualified. Directors need not be residents of Indiana or shareholders of the Corporation, except as the Directors may direct by resolution from time to time.  No person shall be eligible for election of the Board of Directors who will have attained the full age of seventy-five (75) years prior to the beginning of the term for which said person is to serve as a Director, except pursuant to a unanimous resolution of the Board of Directors authorizing continued service for a limited period of time in special circumstances.

Directors may be removed with or without cause by action of a majority of the Directors acting at a meeting when the removal of a Director is included in the notice of the meeting as a purpose of the meeting. A Director may also be removed by the shareholders in any manner provided by statute.

Section 3.3 – Committees.  The Board of Directors, by resolution adopted by a majority of Directors, may create one or more committees and appoint members of the Board to serve on the committee or committees.  Each committee shall have one or more members, who serve at the pleasure of the Board.

The Board of Directors shall have three (3) standing committees: the Governance Committee, the Management Development & Compensation Committee, and the Audit Committee. Membership on these standing committees shall be limited to Independent Directors, and the authority and duties of these standing committees shall be determined according to charters for each of them adopted by the Board of Directors, all in accordance with applicable statutes and regulations, the rules of any stock exchange on which the Corporation’s common stock is then listed, and the Corporation’s Governance Guidelines. To the extent specified by the Board of Directors or in the Articles of Incorporation or these by-laws, each other committee may exercise the authority of the Board of Directors under the Indiana Business Corporation Law, provided, however, no committee may: (1) authorize distributions, except a committee may authorize or approve a reacquisition of shares if done according to a formula or method prescribed by the Board of Directors; (2) approve or propose to shareholders action that requires shareholders’ approval under the Indiana Business Corporation Law; (3) fill vacancies on the Board of Directors or on any of its committees; (4) amend the Articles of Incorporation of this Corporation; (5) adopt, amend, or repeal these by-laws; or (6) approve a plan of merger not requiring shareholder approval.

Section 3.4 – Regular Meetings.  A regular meeting of the Board of Directors shall be held without other notice than this by-law, immediately after, and at the same general location as the annual meeting of shareholders.  If such meeting is not held as above provided, the election of officers may be held at any subsequent meeting of the Board of Directors specifically called in the manner hereinafter provided.  The Board of Directors may provide, by resolution, the time and place, either within or without the State of Indiana, for the holding of additional regular meetings without other notice than such resolution.

Section 3.5 – Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the Chairman or any three Directors, or as otherwise provided in these by-laws.  The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Indiana, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.6 – Notice  Notice of any special meeting of Directors shall be given to be effective at least three (3) daysprior to the meeting.  Notice shall include the date, time and place of the meeting.  Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise specifically provided in these By-laws, the Articles of Incorporation or by applicable statute or regulation. Written notice of any special meeting of Directors shall be given as follows: by mail (which includes U.S. mail and private carrier service); or, by electronic mail or facsimile to an address or number provided by the Director(s) for such purposes; or, by personal delivery, telegram, teletype or other form of wire or wireless communication; in all cases, to each Director at his/her business address, or, in the event delivery  is to be made on a Saturday, Sunday, or legal holiday, then to the resident address of each Director.  Written notice is effective at the earliest of the following:  when received; five (5) days after the date of regular mailing, as evidenced by the postmark if correctly addressed to the address listed in the most current records of the corporation; or, on the date shown on the return receipt of a mailing or private carrier receipt, if the receipt is signed by or on behalf of the addressee.  If sent by electronic mail or facsimile, such notice will be presumed and determined to be delivered when the electronic records indicate that a good transmission was made unless proven otherwise. For purposes of dealing with an emergency situation, as conclusively determined by the Director(s)  calling the meeting, notice may be given in person, orally or by  any means that reasonably may be expected to provide notice under the circumstances, not less than two (2) hours prior to the meeting.  If the Secretary fails or refuses to give such notice, then the notice may be given by the  Director(s) calling the meeting.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends and announces that  the express purpose of his/her attendance at the beginning of the meeting is to object to the holding of the meeting or the transaction of any business because the meeting is not lawfully called or convened, and provided that such Director does not thereafter participate in any way, vote for or assent or dissent to or on the record abstain from voting on any action taken at the meeting.

Section 3.7 – Quorum.  A majority of the number of Directors fixed under these by-laws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority is present, the majority of such Directors present may adjourn the meeting from time-to-time until a majority of the Board of Directors is present, without further notice.

Section 3.8 – Manner of Acting.  The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A Chairman shall be chosen from the Board of Directors. The Chairman shall preside at all meetings of the shareholders and of the Board of Directors, and in general shall perform all duties incident to the office of the Chairman of the Board and such other duties as from time-to-time may be assigned to him/her by the Board of Directors. If the Chairman is not independent, an independent Director shall be elected by the independent Directors as the Lead Director. The Lead Director shall have authority to call and shall preside at all meetings of the independent and non-management Directors, and shall serve as the spokesperson for the independent Directors to the Chief Executive Officer and to the Chairman.

Section 3.9 – Vacancies.  Any vacancy occurring in the Board of Directors, and any Directorship to be filled by reason of an increase in the number of Directors, may be filled by the remaining Directors, though less than a quorum, at a regular or special meeting thereof.

Section 3.10 – Compensation.  By resolution of the Board of Directors, irrespective of any personal interest of any of the members, the Directors may be  compensated for their services to the Corporation in any reasonable manner, including but not limited to payment of their expenses, if any, of attendance at each meeting of the Board, or any duly organized committee of the Board of which they are members, and/or payment of a fixed sum for attendance at such  meeting(s) , and/or payment of a stated periodic amount for serving on the Board and/or any committee thereof.  Alternatively or additionally, the Directors may be paid either by issuance of a fixed number of shares of the Corporation, or payment of the fixed sums may be made by issuance of shares of the Corporation of an equivalent value as the amount due, as determined by the Board.  Such payment shall not alone preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore, subject to applicable law and the policies of the Company.

Section 3.11 – Presumption of Assent.  A Director of the Corporation who is present at a meeting of the Board of Directors, at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action taken, unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a Director who voted in favor of such action taken.

Section 3.12 – Informal Action by Directors.  Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, or any duly organized committee thereof acting within the scope of its delegated authority, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof or by all the members of such committee, as the case may be, and such consent is included in the minutes or filed with the corporate records reflecting the action taken.

Section 3.13 - Qualifications for and Powers of Certain Directors.  So long as those certain Tranche B Note(s) and other and related financial obligations of the Corporation to H.I.G. All American, LLC, a Delaware limited liability company or its successors and assigns (collectively, “HIG”) shall remain outstanding, two (2) of the Corporation's Directors shall be designated by the holder(s) of such Tranche B Note(s) and shall be appointed by the other Directors or elected by the shareholders as the case may be (the “Designated Directors”).

So long as the Tranche B Note(s) and other and related financial obligations of the Corporation to HIG shall remain outstanding, the Designated Directors shall have, at any time after a Default or an Event of Default has occurred, the power to appoint (a) one (1) additional Director with the power to vote five (5) Director votes at any annual or special meeting of the board of Directors, and (b) one (1) additional Director who is “independent” (within the meaning of Item 407(a) of Regulation S-K (17 CFR §229.407(a)).

ARTICLE IV

OFFICERS

Section 4.1 – Number.  The officers of the Corporation shall include a Chief Executive Officer, a President, a Treasurer, and a Secretary, all of whom shall be elected by the Board of Directors.

The Board of Directors may appoint such other officers as they deem necessary which may include various levels of Vice Presidents, a Controller, a Chief Financial Officer, a General Counsel, and others who shall have such authority and shall perform such duties as from time to time may be prescribed by the Board of Directors. Any two or more offices may be held by the same person.

The officers of the Corporation shall have such powers and authority in the control and management of the property and business of the Corporation as is usual and proper in the case of, and incident to, such corporate offices, except insofar as such power and authority is limited by these by-laws or by resolution of the Board of Directors. Officers shall report as designated by the Board of Directors or by these by-laws, or if there is no such designation, then as designated by the Chief Executive Officer.

Section 4.2 – Election and Term of Office.  The officers of the Corporation shall be elected annually, by the Board of Directors, at the first meeting of the Board of Directors held after each annual meeting of shareholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.  Vacancies may be filled, or new offices filled, at any meeting of the Board of Directors.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 4.3 – Removal.  Any officer or agent of the Corporation may be removed at any time by the Chairman, the Chief Executive Officer, or by the Board of Directors whenever, in his/her/its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed; and, any such removal by the Chairman or Chief Executive Officer shall be subject to ratification by the Board of Directors, provided that such ratification shall be effective retroactive in effect to the date of removal.

Section 4.4 – Vacancies.  A vacancy in any office because of death, resignation, retirement, removal, disqualification or otherwise, may be filled by the Board of Directors, or to the extent permitted by applicable law, by the Chief Executive Officer, subject to ratification at the next regular meeting of the Board of Directors, in either case for the unexpired portion of the term.

Section 4.5 – Bonds.  If the Board of Directors by resolution shall so require, any officer or agent of the Corporation shall give bond to the Corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices.

Section 4.6 – Chief Executive Officer - The Chief Executive Officer shall have executive authority to see that all orders and resolutions of the Board of Directors are carried into effect and, subject to the control vested in the Board of Directors by statute, by the Articles of Incorporation or by these by-laws, shall administer and be responsible for the overall management of the business and affairs of the Corporation.  He/she may sign with the Secretary, or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these by-laws, to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed and, in general, shall perform all duties as may be prescribed by the Board of Directors from time-to-time.

Section 4.7 – President.  The President shall be chosen by the Board of Directors, and shall be directly in charge of all of the Corporation’s operations.  He may sign with the Secretary, or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these by-laws, to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed and, in general, shall perform all duties as may be prescribed by the Board of Directors from time-to-time.

Section 4.8 – Vice Presidents and Other Officers.  Vice Presidents and other Officers shall have such authority within an appointed area as determined by the Board of Directors, and shall perform such other duties as from time to time may be assigned to them by the Chief Executive Officer, President, or the Board of Directors. The Chief Financial Officer shall be the Officer of the Corporation who is primarily responsible for and whose duties shall be the financial reporting and management of the finances of the Corporation. The General Counsel shall be an Officer of the Corporation, whose primary duties shall be to provide legal advice to the Corporation. The General Counsel may also serve in other officer capacities, and action taken by the General Counsel in such capacities shall not be considered legal advice by reason of his or her dual capacity. The act of settlement or failure to settle litigation brought against the Corporation or any of its subsidiaries is not the rendering of legal advice.

Section 4.9 – Treasurer.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.  He shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; (b) in general, perform all duties incident to the office of Treasurer and such other duties as from time-to-time may be assigned to him by the Chief Executive Officer, the Chief Financial Officer, or the Board of Directors.

Section 4.10 – Secretary.  The Secretary shall: (a) keep the minutes of the shareholders and Board of Directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the Corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (d) keep a register of the post office address of each shareholder; (e) have general charge of the share transfer books of the Corporation; (f) in general, perform all duties incident to the office of Secretary and such other duties as from time-to-time may be assigned to him by the Chairman, the Chief Executive Officer, or by the Board of Directors. The Secretary may sign any document on behalf of the Corporation, subject to Articles V and VI.

Section 4.11 – Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.  The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by, the Chief Executive Officer, or the Board of Directors.

Section 4.12 – Compensation.  The compensation of the officers shall be fixed from time-to-time by the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he is also a Director of the Corporation.

Section 4.13 – Succession.  The Board of Directors by resolution shall from time to time establish emergency succession procedures and authority in case of the unexplained absence of, or inability to reach, the Chairman, the Chief Executive Officer, and/or the President for a period of forty-eight (48) hours, or in the event of the inability of any of them to act, or the refusal by any of them to act in accordance with the law or the directives of the Board of Directors. In the absence of such a resolution in such an event:

(a) with respect to the President, the Chief Executive Officer or any other officer whom the Chief Executive Officer shall designate shall perform the duties of the President;

(b) with respect to the Chief Executive Officer, the President shall perform the duties of the Chief Executive Officer;

(c) in case of such an unexplained absence or inability to reach both the Chief Executive Officer and the President, or such an inability or refusal to act by both the Chief Executive Officer and the President, then the Chairman shall perform the duties of both the Chief Executive Officer and the President; and, if the Chairman is unable to so perform, then the most senior Executive Vice President shall temporarily perform the duties of the Chief Executive Officer and President until action by the Board of Directors.

(d) With respect to the Chairman, the Chief Executive Officer shall perform the duties of the Chairman if the offices are held by two individuals. In the event the offices of Chairman and Chief Executive Officer are unitary, then the President shall perform the duties of the Chief Executive Officer, and the Lead Director shall perform the duties of the Chairman.

The Chairman, or the Lead Director in his or her stead, shall call a Special Meeting of the Board of Directors within seven (7) days of such an event, for the express purpose of filling any vacancies and appointing new officers, as appropriate, unless the Chief Executive Officer, President or the Chairman, respectively, resumes his or her duties in the interim.

ARTICLE V

CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 5.1 – Contracts.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation, and such authority may be general or confined to specific instances. In the absence of any such applicable authorization, any two (2) of the Chief Executive Officer, the President, the Chief Financial Officer and the Secretary shall have the authority to sign any contract or deed in the name of, and on behalf of, the Corporation.

Section 5.2 – Loans.  No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 5.3 – Checks, Drafts, Etc.  All checks, drafts, or other order for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time-to-time be determined by resolution of the Board of Directors.

Section 5.4 – Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time-to-time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

ARTICLE VI

SHARES, CERTIFICATES FOR SHARES, AND TRANSFER OF SHARES

Section 6.1 – Regulation.  The Board of Directors may make such rules and regulations as it may deem expedient concerning the issuance, transfer, and registration of certificates for shares of the Corporation, including the appointment of transfer agents and registrars.

Section 6.2 – Shares.  Shares may be certificated or uncertificated as specifically provided in this Section.

(a)           Except as specifically provided in this Section, all shares shall be represented by a certificate.  Certificates representing shares of the Corporation shall be respectively numbered serially, with due consideration for any uncertificated shares, for each class of shares, or series thereof, as they are issued, may be impressed with the Corporate seal, or a facsimile thereof, and shall be signed by the Chairman, Chief Executive Officer, or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, provided that such signatures may be facsimile if the certificate is counter signed by a transfer agent, or registered by a registrar other than the Corporation itself or its employee.  Each certificate shall state the name of the Corporation, the fact that the Corporation is organized or incorporated under the laws of the State of Indiana, the name of the person to whom issued, the date of issue, the class (or series of any class), the number of shares thereby or a statement that such shares are without par value.  If the Articles of Incorporation of the Corporation authorize the issuance of more than one class of shares, a statement of the designations, preferences, qualifications, limitations, restrictions and special or relative rights of the shares of each class shall be set forth in full or summarized on the face or back of the certificates which the Corporation shall issue or in lieu thereof, the certificate may set forth that such a statement or summary will be furnished to any shareholder upon request without charge.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors and as shall conform to the rules of any stock exchange on which the shares may be listed.

The Corporation shall not issue certificates representing fractional shares and shall not be obligated to make any transfers creating a fractional interest in a share of stock.  The Corporation may, but shall not be obligated to, issue script in lieu of any fractional shares, such scrip to have terms and conditions specified by the Board of Directors.

(b) Uncertificated, Book-entry Shares.  Uncertificated, book-entry shares shall be permitted only through the Direct Registration System (“DRS”) approved by the Securities Exchange Commission.  All registered shareholders owning uncertificated, book-entry shares through the DRS shall have the same rights as if they held certificated shares.

Section 6.3 – Cancellation of Certificates.  All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and cancelled, except as herein provided with respect to lost, stolen, or destroyed certificates.

Section 6.4 – Lost, Stolen, or Destroyed Certificates.  Any shareholder claiming that his certificate for shares is lost, stolen, or destroyed may make an affidavit or affirmation of that fact and lodge the same with the Secretary of the Corporation, accompanied by a signed application for a new certificate.  Thereupon, and upon the giving of a satisfactory bond of indemnity to the Corporation not exceeding in amount double the value of the shares represented by such certificate, such value to be determined by the Chairman and Treasurer of the Corporation, a new certificate may be issued of the same tenor and representing the same number, class, and series of shares as were represented by the certificate alleged to be lost, stolen, or destroyed.

Section 6.5 – Transfer of Shares.  Shares of the Corporation shall be transferable on the books of the Corporation by the holder thereof in person or by his duly authorized attorney, upon the surrender and cancellation of a certificate or certificates for a like number of shares.  Upon presentation and surrender of a certificate for shares properly endorsed and payment of all taxes therefor, the transferee shall be entitled to a new certificate or certificates in lieu thereof.  As against the Corporation, a transfer of shares can be made only on the books of the Corporation and in the manner hereinabove provided, and the Corporation shall be entitled to treat the holder of record of any share as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of the State of Indiana.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall end of the last day of December in each calendar year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may from time-to-time fix a record date, declaration date, and payment date with respect to any share dividend or distribution to shareholders in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

SEAL

The Board of Directors shall provide a Corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Indiana.”

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these by-laws or under the provisions of the Articles of Incorporation or under the provisions of the Indiana Business Corporation Law, or otherwise, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Attendance at any meeting, in person, or by proxy shall constitute a waiver of notice of such meeting, unless the person or persons entitled to such notice at the beginning of the meeting objects to holding the meeting.

ARTICLE XI

INDEMNIFICATION

Section 11.1 – General.  The Corporation shall, to the fullest extent to which it is empowered to do so by the Indiana Business Corporation Law, or any other applicable laws, as from time-to-time in effect, indemnify any Indemnified Officer who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal administrative, or investigative, and whether formal or informal, by reason of the fact that he is or was a Director, officer, employee, or agent of the Corporation, or who, while serving as such Director, officer, employee, or agent of the Corporation, is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not, against judgments, settlements, penalties and fines (including excise taxes assessed with respect to employee benefit plans) and reasonable expenses (including counsel fees) incurred by him in accordance with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed, in the case of conduct in his official capacity, was in the best interests of the Corporation, and in all other cases, was not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, he either had reasonable cause to believe his conduct was lawful or no reasonable cause to believe his conduct was unlawful.  For these purposes, the giving of legal advice regarding matters pertaining to the Corporation by the General Counsel to the Corporation, a Director, or any member of management shall be deemed serving as an officer.

Any other person may be so indemnified if it is determined by the Board of Directors by a majority vote of a quorum none of whom were at the time parties to such action that such indemnification is in the interest of the Corporation, subject to the provisions of this Article.

The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not meet the prescribed standard of conduct.

Section 11.2 – Authorization of Indemnification.  To the extent that an Indemnified Officer of the Corporation has been successful, on the merits or otherwise in the defense of any action, suit or proceeding referred to in Section 11.1 of this Article, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify such person against reasonable expenses (including counsel fees) incurred by such person in connection therewith.  Any other indemnification under Section 11.1 of this Article (unless ordered by a court) shall be made by the Corporation only as indemnification of the person to be indemnified is permissible in the circumstances because he has met the applicable standard of conduct, and as authorized as provided below.

Determination as to whether indemnification is permissible shall be made (a) by the Board of Directors by a majority vote of a quorum none of whom were  at the time parties to such action, suit or proceeding; or (2) if a quorum cannot be obtained under subdivision (1) by majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties may participate), consisting solely of two or more Directors not at the time parties to such action, suit, or proceeding; or (3) by special legal counsel: (A) selected by the Board of Directors or its committee in the manner prescribed in subdivision (1) or (2), or (B) if a quorum of the Board of Directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full Board of Directors; or (4) by the shareholders, but shares owned by or voted under the control of Directors who are at the time parties to such action, suit or proceeding may not be voted on the determination.

Authorization of indemnification, the extent of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under sub-section (3) to select counsel.

Section 11.3 – Good Faith Defined. For purposes of any determination under this Article XI, a person shall be deemed to have acted in good faith and to have otherwise met the applicable standard of conduct set forth in Section 11.1 if his action is based on information, opinions, reports, or statements, including financial statements and other financial data if prepared or presented by (1) one or more other Directors, officers or employees of the Corporation or another enterprise whom he reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, appraisers or other persons as to matters he reasonably believes are within the person’s professional or expert competence; or (3) a committee of the Board of Directors of the Corporation or another enterprise of which the person is not a member if he reasonably believes the committee merits confidence.  The term “another enterprise” as used in this Section 11.3 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such a person is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee, or agent.  The provisions of this Section 11.3 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standards of conduct set forth in Section 11.1 of this Article XI.

Section 11.4 – Payment of Expenses in Advance.  Reasonable expenses incurred in connection with any civil or criminal action, suit or proceeding may be paid for or reimbursed by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized in the specific case in the same manner described in Section 11.2 of this Article, upon receipt of a written affirmation of the person to be indemnified’s good faith belief that he has met the standard of conduct described in Section 11.1 of this Article and upon receipt of a written undertaking by or on behalf of the  said person to repay such amount if it shall ultimately be determined that he did not meet the standard of conduct set forth in this Article XI, and a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article XI.

Section 11.5 – Provisions Not Exclusive.  The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under the Articles of Incorporation of this Corporation, any other by-law, any resolution of the Board of Directors or shareholders, any other authorization, whenever adopted, after notice, by a majority vote of all voting shares then outstanding, or any contract, both as to action in this official capacity and as to action in another capacity while holding such office.

Section 11.6 – Vested Right to Indemnification.  The right of any individual to indemnification under this Article shall vest at the time of occurrence or performance of any event, act or omission giving rise to any action, suit, or proceeding of the nature referred to in Section 11.1 of this Article and, once vested, shall not later be impaired as a result of any amendment, repeal, alteration or other modification of any or all of these by-laws, or by a change in his employment status or other capacity entitling him to indemnification, and shall inure to the benefit of the heirs, executors and administrators of such an individual.  Notwithstanding the foregoing, the indemnification afforded under this Article shall be applicable to all alleged prior acts or omissions of any individual seeking indemnification hereunder, regardless of the fact that such alleged acts or omissions may have occurred prior to the adoption of this Article, and to the extent such prior acts or omissions cannot be deemed to be covered by this Article XI, the right of any individual to indemnification shall be governed by the indemnification provisions in effect at the time of such prior acts or omissions.

Section 11.7 – Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation or who is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a Director, officer, employee, or agent, whether or not the Corporation would have power to indemnify the individual against the same liability.

Section 11.8 – Additional Definitions.  For purposes of this Article, references to “the Corporation” shall include any domestic or foreign predecessor entity of the Corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

For purposes of this Article, serving an employee benefit plan at the request of the Corporation shall include any service as a Director, officer, employee, or agent of the Corporation which imposes duties on, or involves services by such Director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries.  A person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of any employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” referred to in this Article.

For purposes of this Article, “party” includes any individual who is or was a plaintiff, defendant, or respondent in any action suit or proceeding, or who is threatened to be made a named defendant or respondent in any action, suit or proceeding.

For purposes of this Article, “official capacity,” when used with respect to a Director, shall mean the office of Director of the Corporation; and when used with respect to an individual other than a Director shall mean the office in the Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation.  “Official capacity” does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not.

For the purpose of this Article, “Indemnified Officer” means any Officer or Director of the Corporation, any officer or Director of any wholly owned subsidiary of the Corporation, and any member of the Management Group (as hereafter defined) of an operating division of the Corporation or any of its subsidiaries.

For the purpose of this Article, “Management Group” means the division General Manager, and those employees who have division-wide responsibility and whose titles are or include President or Vice President..

Section 11.9 – Payments a Business Expense.  Any payments made to any indemnified party under these by-laws or under any other right to indemnification shall be deemed to be an ordinary and necessary business expense of the Corporation, and payment thereof shall not subject any person responsible for the payment, or the Board of Directors, to any action for corporate waste or to any similar action.

ARTICLE XII

AMENDMENTS

These By-laws may be altered, amended, or repealed and new By-laws may be adopted by a majority of the Directors present at any meeting of the Board of Directors at which a quorum is present; provided, that, so long as the Tranche B Notes or any other obligations owed to H.I.G. All American, LLC, or its affiliates, successors or assigns (collectively, “HIG”) remains outstanding, these By-laws may not be amended in any manner that increases the size of the Board of Directors or otherwise limits or diminishes the rights of HIG pursuant to Section 3.13 hereof, including without limitation the ability of (x) the Holders of the Tranche B Notes to designate the Designated Directors and (y) the Designated Directors to appoint (i) one additional Director with the power to vote five (5) Director votes at any annual or special meeting of the Board of Directors and (ii) one (1) additional Director that is “independent” (within the meaning of Item 407(a) of Regulation S-K (17 CFR §229.407(a)).

EX-4.1

COACHMEN INDUSTRIES, INC.

and

CONTINENTAL STOCK TRANSER & TRUST COMPANY,

Rights Agent

Amended and Restated Rights Agreement

Dated as of October 23, 2009

to be effective

October 27, 2009

CHI99 3342853-2.001376.0010

TABLE OF CONTENTS

Page

Section 1. Certain Definitions  1

Section 2. Appointment Of Rights Agent  5

Section 3. Issue Of Rights Certificates  5

Section 4. Form Of Rights Certificates  6

Section 5. Countersignature And Registration  6

Section 6. Transfer, Split Up, Combination And Exchange Of Rights Certificates; Mutilated, Destroyed, Lost Or Stolen Rights Certificates  7

Section 7. Exercise Of Rights; Purchase Price; Expiration Date Of Rights  7

Section 8. Cancellation And Destruction Of Rights Certificates  9

Section 9. Reservation And Availability Of Common Shares  9

Section 10. Common Share Record Date  10

Section 11. The Flip-In  10

Section 12. The Flip-Over  11

Section 13. Adjustment Of Purchase Price, Number And Kind Of Shares Or Number Of Rights  12

Section 14. Fractional Rights And Fractional Shares  16

Section 15. Rights Of Action  17

Section 16. Agreement Of Rights Holders  17

Section 17. Rights Certificate Holder Not Deemed A Shareholder  18

Section 18. Concerning The Rights Agent  18

Section 19. Merger Or Consolidation Or Change Of Name Of Rights Agent  18

Section 20. Duties Of Rights Agent  19

Section 21. Change Of Rights Agent  21

Section 22. Issuance Of New Rights Certificates  22

Section 23. Redemption And Termination  22

Section 24. Exchange  22

Section 25. Notice Of Certain Events  23

Section 26. Notices  24

Section 27. Supplements And Amendments  24

Section 28. Successors  25

Section 29. Benefits Of This Agreement  25

Section 30. Severability  25

Section 31. Governing Law  25

Section 32. Counterparts  25

Section 33. Descriptive Headings  25

Exhibit A -- Form of Rights Certificate

Exhibit B                      --           Summary of Rights to Purchase Common Shares

--

CHI99 3342853-2.001376.0010

AMENDED AND RESTATED RIGHTS AGREEMENT

Amended and Restated Rights Agreement, dated as of October 23, 2009 to be effective as of October 26, 2009 (the "Agreement"), between COACHMEN INDUSTRIES, INC., an Indiana corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Rights Agent").

W I T N E S S E T H:

WHEREAS, on October 21, 1999, the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each outstanding common share, without par value, of the Company (the "Common Shares") outstanding as of the Close of Business as of the Record Date (as hereinafter defined);

WHEREAS, on January 4, 2000, the Board of Directors resolved to designate January 12, 2000 (the "Record Date") as the Record Date for distribution of the Rights, and presently contemplates issuing one Right for each Common Share of the Company issued between the Record Date and the Separation Date (as hereinafter defined) and one Right for each Common Share of the Company issued upon exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date, each Right representing the right to purchase one Common Share upon the terms and subject to the conditions hereinafter set forth (the "Rights");

WHEREAS, on October 15, 2009, the Board of Directors resolved to appoint Continental Stock Transfer & Trust Company as the Rights Agent;

WHEREAS, on October 15, 2009, the Board of Directors resolved to make certain changes to the definition of “Acquiring Person” as hereinafter defined.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section 1.Certain Definitions.  For purposes of this Agreement, the following terms have the meanings indicated.

(a)"Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as hereinafter defined) and Associates (as hereinafter defined) of such Person, shall be the Beneficial Owner (as hereinafter defined) of 20% or more of the Common Shares then outstanding and shall include all Affiliates and Associates of such Person, but shall not include: (i) the Company; (ii) any Subsidiary (as hereinafter defined) of the Company; (iii) any employee benefit plan of the Company or of any Subsidiary of the Company; (iv) any entity organized, appointed or established by the Company or by any Subsidiary of the Company for or pursuant to the terms of any plan; or (v) any Person who becomes a beneficial owner of 20% or more of the Common Shares then outstanding solely because (a) of a change in the aggregate number of Common Shares outstanding since the last date on which the Person acquired beneficial ownership of any Common Shares, or (b) (x) the Person acquired beneficial ownership of the Common Shares based on calculations correctly performed and using the Company's most current reports publicly on file with the U.S. Securities and Exchange Commission which indicated that acquisition of the Common Shares would not cause the Person to become the Beneficial Owner of 20% or more of the Common Shares then outstanding, and (y) the Person had no notice or reason to believe that acquisition of the Common Shares would result in the Person becoming the Beneficial Owner of 20% or more of the Common Shares then outstanding, and (z) the Person sells a number of the Common Shares that reduces the Person's beneficial ownership of the Common Shares to less than 20% of the Common Shares outstanding within 10 Trading Days (as hereinafter defined) after receiving notice from the Company.  Notwithstanding anything in this Rights Agreement to the contrary, neither (1) H.I.G. All American, LLC or its affiliates, and any successor, assignee or transferee of H.I.G. All American, LLC’s or its affiliate’s rights under the Loan Agreement or the other Transaction Documents, as defined in the Loan Agreement (including without limitation the Notes and the Warrants, each as defined in the Loan Agreement) or (2) any Person that acquires “beneficial ownership” of Common Shares pursuant to an Approved Purchase (as defined in the Loan Agreement), shall at any time be deemed to be an Acquiring Person pursuant to this Rights Agreement.  “Loan Agreement” shall mean that certain Loan Agreement, by and among H.I.G. All American, LLC, a Delaware limited liability company (the “Lender”), the Company, andthe various direct and indirect subsidiaries of the Company party thereto.

(b)"Affiliate" shall mean, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

(c)"Associate" shall mean, with respect to a specified Person, (i) any corporation or organization (other than the Company or a Subsidiary of the Company) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity security as defined in Rule 3all-1 of the General Rules and Regulations under the Exchange Act, (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person, or who is an officer or director of any corporation controlling or controlled by such Person.

(d)"Beneficial Ownership" or "beneficial ownership" shall be determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934 (or any successor rule or statutory provision) or, if Rule 13d-3 shall be rescinded and there shall be no successor rule or statutory provision thereto, pursuant to Rule 13d-3 as in effect on the date hereof; provided, however, that a Person shall, in any event, also be deemed to be the "Beneficial Owner" of and to "beneficially own" any securities:

(i)which such Person or any Affiliate or Associate thereof beneficially owns, directly or indirectly;

(ii)which such Person or any Affiliate or Associate thereof, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own," (A) securities tendered pursuant to a tender or exchange offer made by such Person or any Affiliate or Associate thereof until the tendered securities are accepted for purchase or exchange, or (B) securities issuable upon exercise of Rights;

(iii)which such Person or any Affiliate or Associate thereof, directly or indirectly, has sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement or understanding (whether or not in writing); provided, however, that a Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own," any security under this subparagraph (iii) as a result of an agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, and (B) is not also then reportable by such Person on Schedule 13D under the Exchange Act; or

(iv)which are beneficially owned, directly or indirectly, by any other Person or any Affiliate or Associate thereof with which such Person or any Affiliate or Associate thereof has any agreement, arrangement or understanding (whether or not in writing), for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in subparagraph (iii) of this paragraph (d)) or disposing of any voting securities of the Company.

(e)"Business Day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

(f)"Close of Business" on any given date shall mean 5:00 P.M., New York time, on such date; provided, however, that if such date is not a Business Day it shall mean 5:00 P.M., New York time, on the next succeeding Business Day.

(g)"Closing Price" of any security on any given day shall be the last sale price, regular way, of such security or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on the principal trading market on which such security is then traded.

(h)"Common Shares" shall mean the common shares, without par value, of the Company, and "common shares" or "common stock' when used with reference to any Person other than the Company shall mean the capital stock with the greatest voting power, or the equity securities or other equity interest having power to control or direct the management, of such Person.

(i)"Current Market Price" of any security on any given day shall be deemed to be the average of the daily Closing Prices per share or other trading unit of such security for 10 consecutive Trading Days (as hereinafter defined) immediately preceding such date; provided, however, that with respect to shares of capital stock, in the event that the current market price per share of the capital stock is determined during a period following the announcement of (i) a dividend or distribution on the capital stock payable in shares of such capital stock or securities convertible into shares of such capital stock (other than the Rights), or (ii) any subdivision, combination or reclassification of the capital stock, and prior to the expiration of the requisite 10 Trading Day period, as set forth above, after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then and in each such case, the "Current Market Price" shall be properly adjusted to take into account ex-dividend trading; and provided further that if the security is not publicly held or not so listed or traded, Current Market Price per share or other trading unit shall mean the fair value per share or other trading unit as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

(j)"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended and in effect on the date of this Agreement, and all references to any rule or regulation of the General Rules and Regulations under the Exchange Act shall be, except as otherwise specifically provided herein, to such rule or regulation as was in effect on the date of this Agreement.

(k)"Flip-In Event" shall mean the event described in Section 11(a) hereof.

(l)"Flip-Over Event' shall mean any of the events described in Section 12(a) hereof.

(m)"Person" shall mean any individual, firm, corporation, partnership or other entity, and shall include any successor (by merger or otherwise) of such entity.

(n)"Separation Date" shall mean the earlier of (i) the tenth Business Day after the Share Acquisition Date (as hereinafter defined) or (ii) the tenth Business Day after the date of the commencement of, or first public announcement of the intent to commence, a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity organized, appointed or established by the Company or by any Subsidiary of the Company for or pursuant to the terms of any such plan), if upon consummation thereof, such Person would be the Beneficial Owner of 20% or more of the Common Shares then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights).

(o)"Share Acquisition Date" shall mean the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

(p)"Subsidiary" shall mean, with reference to any Person, any corporation of which a majority of any class of equity security is Beneficially Owned, directly or indirectly, by such Person.

(q)"Trading Day" with respect to any security shall mean a day on which the principal national securities exchange on which the security is listed or admitted to trading is open for the transaction of business or, if the security is not listed or admitted to trading on any national securities exchange, a Business Day.

Any determination required by the definitions contained in this Section 1 shall be made by the Board of Directors of the Company in its good faith judgment, which determination shall be final and binding on the Rights Agent.

Section 2.Appointment Of Rights Agent.  The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3 hereof, shall prior to the Separation Date also be the holders of the Common Shares) in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment.  The Company may from time to time appoint such Co-Rights Agents as it may deem necessary or desirable.

Section 3.Issue Of Rights Certificates.  (a) Until the Separation Date, (x) the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company).  As soon as practicable after the Separation Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Separation Date, at the address of such holder shown on the records of the Company, a Rights certificate, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each Common Share so held.  As of and after the Separation Date, the Rights will be evidenced solely by such Rights Certificates.

(b)           As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.

(c)           Certificates for the Common Shares issued (including reissuance of treasury shares) after the Record Date but prior to the earlier of the Separation Date or the Expiration Date (as hereinafter defined) shall be deemed also to be certificates for Rights (and Rights shall be issued in respect thereof), and shall bear the following legend:

"This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Coachmen Industries, Inc. (the "Company") and First Chicago Trust Company of New York, dated as of January 5, 2000 and effective January 12, 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company.  Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate.  The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor.  Under certain circumstances, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void."

(d)           Subject to Section 13(h), after the Separation Date but prior to the Expiration Date, Rights shall only be issued in connection with the issuance of Common Shares upon the exercise of stock options granted prior to the Separation Date or upon the exercise, conversion or exchange of securities issued by the Company prior to the Separation Date; provided, however, that if, pursuant to the terms of any option, or exercise, conversion or exchange of securities, the number of shares issuable thereunder is adjusted after the Separation Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which would have been issuable prior to the adjustment.

Section 4.Form Of Rights Certificates.  The Rights Certificates (and the forms of election to purchase and of assignment and the related certificates to be printed on the reverse side thereof) shall be substantially in the form of Exhibit A hereto and the Rights Certificates may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or to conform to usage.  Subject to the provisions of Section 11, Section 12 and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of Common Shares as shall be set forth therein at the price per share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein.

Section 5.Countersignature And Registration.  (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President, Chief Executive Officer or any Vice President, either manually or by facsimile signature and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature.  The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned.  In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

(b)           Following the Separation Date, the Rights Agent will keep or cause to be kept, at its office designated for such purpose, books for registration and transfer of the Rights Certificates issued hereunder.  Such books shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Section 6.Transfer, Split Up, Combination And Exchange Of Rights Certificates; Mutilated, Destroyed, Lost Or Stolen Rights Certificates.  (a) Subject to the provisions of Sections 14 and 24 hereof, at any time after the Close of Business on the Separation Date, and at or prior to the Close of Business on the Expiration Date, any Rights Certificate or Certificates may be transferred, split up, combined or exchanged for another Rights Certificate or Certificates, entitling the registered holder to purchase a like number of Common Shares as the Rights Certificate or Certificates surrendered then entitled such holder (or former holder in the case of a transfer) to purchase.  Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate or Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Rights Certificate or Certificates to be transferred, split up, combined or exchanged, with the Form of Assignment and Certificate duly executed, at the office of the Rights Agent designated for such purpose.  Thereupon, subject to Sections 4(b), 7(e) and 14 hereof, the Rights Agent shall countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested.  The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates.

(b)           Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Rights Certificate if mutilated, the Company will execute and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

Section 7.Exercise Of Rights; Purchase Price; Expiration Date Of Rights.  (a) Subject to Sections 7(e) and 23(a) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby in whole or in part at any time after the Separation Date upon surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof including the certificate contained therein duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each Common Share as to which the Rights are exercised prior to the earlier of (i) the Close of Business on February 1, 2010 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof (such earlier time being herein referred to as the "Expiration Date").

(b)           The purchase price for each Common Share pursuant to the exercise of a Right shall initially be $75.00 (the "Purchase Price"), and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with Paragraph (c) below.

(c)           Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase including the certificate contained therein duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax in cash, or by certified check or bank draft payable to the order of the Company, the Rights Agent shall thereupon promptly (i) requisition from any transfer agent of the Common Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Common Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14, (iii) after receipt of such certificates, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) after receipt deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate.

(d)           In case the registered holder Certificate shall exercise less than all the thereby, a new Rights Certificate evidencing to the Rights remaining unexercised shall be Rights Agent and delivered to the registered Rights Certificate or to his duly authorized to the provisions of Section 14 hereof.

(e)           Notwithstanding anything in this Agreement to the contrary, from and after the time when a Person becomes an Acquiring Person, any Rights that are or were beneficially owned by the Acquiring Person or any Affiliate or Associate thereof shall immediately become permanently null and void without any further action, and any holder of such Rights shall thereupon have no right to exercise such Rights under any. provision of this Agreement or otherwise.  No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person or an Associate or Affiliate thereof whose Rights would be void pursuant to the preceding sentence shall be cancelled.  The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder.

(f)           Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of any Rights Certificate upon the occurrence of any purported exercise thereof unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates and Associates thereof as the Company shall reasonably request.

Section 8.Cancellation And Destruction Of Rights Certificates.  All Rights Certificates surrendered for the purpose of exercise, transfer, split-up, combination or exchange shall, if surrendered to the Company or any of its agents, be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Rights Agreement.  The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Rights Certificates purchased or acquired by the Company otherwise than upon the exercise thereof.  The Rights Agent shall deliver all cancelled Rights Certificates to the Company, or shall, at the written request of the Company, destroy such cancelled Rights Certificates, and in such case shall deliver a certificate of destruction thereof to the Company.

Section 9.Reservation And Availability Of Common Shares.  (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Common Shares or any authorized and issued Common Shares held in its treasury, the number of Common Shares that will be sufficient to permit the exercise in full pursuant to Section 7 of all outstanding Rights.

(b)           So long as the Common Shares issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

(c)           The Company shall use its best efforts to (i) file, as soon as practicable following the earlier of the Separation Date or as soon as is required by law, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Common Shares purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after the filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date.  The Company will also take all action necessary to ensure compliance with the securities laws of the various states in connection with the exercisability of the Rights.  The Company may temporarily suspend, for a period of time not to exceed 90 calendar days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statements.  Upon any suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect.  Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in that jurisdiction shall have been obtained.

(d)           The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares.

(e)           The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for Common Shares upon the exercise of Rights.  The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of the Common Shares in respect of a name other than that of the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for Common Shares in a name other than that of, the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Section 10.Common Share Record Date.  Each person in whose name any certificate for Common Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Share transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Share transfer books of the Company are open.

Section 11.The Flip-In.  (a) In the event that any Person shall become an Acquiring Person, each holder of a Right, except as provided below and in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of Common Shares for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per Common Share on the date on which such Person became an Acquiring Person (such number of shares being herein referred to as the "Adjustment Shares").

(b)           In the event that there shall not be sufficient issued but not outstanding and authorized but unissued Common Shares to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (a), the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of the Rights; provided, however, if the Company is unable to cause the authorization of a sufficient number of additional Common Shares, then, in the event the Rights become so exercisable, the Company, with respect to each Rights and to the extent necessary and permitted by applicable law and any agreements or instruments in effect on the date hereof to which it is a party shall, upon the exercise of such Rights, (i) pay an amount in cash equal to the excess of (A) the product of (1) the number of Adjustment Shares, multiplied by (2) the Current Market Price of the Common Shares (such product being herein referred to as the "Current Value"), over (B) the Purchase Price, in lieu of issuing Common Shares and requiring payment therefor, or (ii) issue debt or equity securities, or a combination thereof, having a value equal to the Current Value, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of the Company, and require the payment of the Purchase Price, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having the requisite value, and require payment of all or any requisite portion of the Purchase Price.  To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of the proviso of this Section 11(b), the majority of the Board of Directors may suspend the exercisability of the Rights for a period of up to 45 calendar days in order to decide the appropriate form of distribution to be made pursuant to the above proviso and to determine the value thereof.  In the event of any suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at the time the suspension is no longer in effect.

Section 12.The Flip-Over.  (a) In the event that, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person, (y) any Person shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons, then, and in each such case, (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of shares of freely tradeable common shares of the Principal Party (as hereinafter defined), free and clear of any lien, encumbrance or other adverse claim, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Common Shares for which a Right is then exercisable (or the number of Common Shares for which a Right was exercisable immediately prior to the occurrence of the Flip-In Event if a Flip-In Event has previously occurred) and dividing that product by (2) 50% of the Current Market Price per share of the common shares of such Principal Party on the date of consummation of the Flip-Over Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of the Flip-Over Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 13 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its common shares) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to common shares thereafter deliverable upon the exercise of the Rights.

(b)           "Principal Party" shall mean:

(i)in the case of any transaction described in (x) or (y) of the first sentence of this Section 12, the Person that is the issuer of any securities into which Common Shares of the Company are converted in such merger or consolidation, and if no securities are so issued, the Person that is the other party to the merger or consolidation; and

(ii)in the case of any transaction described in (z) of the first sentence in this Section 12, the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions; provided, however, that in any such case, (1) if the common shares of such Principal Party is not at such time and has not been continuously over the preceding 12-month period registered under Section 12 of the Securities Exchange Act of 1934, as then in effect, and such Person is a direct or indirect Subsidiary of another Person the common shares of which is and has been so registered, "Principal Party" shall refer to such other Person; and (2) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, the common shares of two or more of which are and have been so registered, "Principal Party" shall refer to whichever of such Persons is the issuer of the common shares having the greatest aggregate market value.

(c)           The Company shall not consummate any Flip-over Event unless prior thereto the Company and each Principal Party and each other Person who may become a Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 12.  The provisions of this Section 12 shall similarly apply to successive Flip-Over Events.  In the event that a Flip-Over Event shall occur at any time after the occurrence of a Flip-In Event, the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 12(a).

Section 13.Adjustment Of Purchase Price, Number And Kind Of Shares Or Number Of Rights.  The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 13.

(a)In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 13(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Rights exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Rights had been exercised immediately prior to such date and at a time when the Common Share transfer books of the Company were open, that the holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification.  If an event occurs which would require an adjustment under both Section 11(a) hereof and this Section 13(a), the adjustment provided for in this Section 13(a) shall be in addition to, and shall be made prior to any adjustment required pursuant to Section 11(a).

(b)In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Common Shares entitling them to subscribe for or purchase (for a period expiring within 45 calendar days after such record date) Common Shares or securities convertible into Common Shares at a price per Common Share (or having a conversion price per share, if a security convertible into Common Shares) less than the Current Market Price per Common Share on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date, plus the number of Common Shares which the aggregate offering price of the total number of Common Shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price and the denominator of which shall be the number of Common Shares outstanding on such record date, plus the number of additional Common Shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible).  In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent.  Common Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation.  Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

(c)In case the Company shall fix a record date for a distribution to all holders of Common Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness, cash (other than a regular quarterly cash dividend out of the earnings or retained earnings of the Company), assets or subscription rights or warrants (excluding those referred to in Section 13(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price per Common Share on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Common Share and the denominator of which shall be such Current Market Price per Common Share.  Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would be in effect if such record date had not been fixed.

(d)Anything herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price; provided, however, that any adjustments which by reason of this Section 13(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.  All calculations under this Section 13 shall be made to the nearest cent or to the nearest one ten-thousandth of a share as the case may be.  Notwithstanding the first sentence of this Section 13(d), any adjustment required by this Section 13 shall be made no later than the earlier of (i) three years from the date of the transaction which mandates such adjustment or (ii) the Expiration Date.

(e)If as a result of an adjustment made pursuant to Section 11(a), the holder of any Rights thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Common Shares, thereafter the number of such other shares so receivable upon exercise of any Rights shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 13(a) through (c), inclusive, and the provisions of Section 7, 9, 10, 11, 12 and 14 hereof with respect to the Common Shares shall apply on like terms to any such other shares.

(f)All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of Common Shares purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

(g)Unless the Company shall have exercised its election as provided in Section 13(h), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 13(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of Common Shares (calculated to the nearest one ten-thousandth) obtained by (i) multiplying (x) the number of Common Shares covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.

(h)The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in substitution for any adjustment in the number of Common Shares purchasable upon the exercise of a Right.  Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of Common Shares for which a Right was exercisable immediately prior to such adjustment.  Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price.  The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made.  This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least 10 calendar days later than the date of the public announcement.  If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 13(h), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment.  Rights Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Rights Certificates on the record date specified in the public announcement.

(i)Irrespective of any adjustment or change in the Purchase Price or the number of Common Shares issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per share and the number of shares which were expressed in the initial Rights Certificates issued hereunder.

(j)Before taking any action that would cause an adjustment reducing the Purchase Price below the par value of the Common Shares issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Shares at such adjusted Purchase Price.

(k)In any case in which this Section 13 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Rights exercised after such record date of the Common Shares and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Common Shares and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.

(l)Anything in this Section 13 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 13, as and to the extent that in its sole discretion the Company shall determine to be advisable in order that any (i) consolidation or subdivision of the Common Shares, (ii) issuance wholly for cash of any shares of Common Shares at less than the Current Market Price, (iii) issuance wholly for cash of Common Shares or securities which by their terms are convertible into or exchangeable for Common Shares, (iv) stock dividends, or (v) issuance of rights, options or warrants referred to in this Section 13, hereafter made by the Company to holders of its Common Shares shall, if practicable, not be taxable to such shareholders.

(m)The Company covenants and agrees that it shall not (i) consolidate with, (ii) merge with or into, or (iii) sell or transfer to, in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries taken as a whole, any other Person if at the time of or immediately after such consolidation, merger or sale there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights.

(n)The Company covenants and agrees that, after the Share Acquisition Date, it will not, except as permitted by Section 23 or Section 27 hereof, take any action the purpose or effect of which is to diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights, unless such action is approved by a majority of the Board of Directors.

(o)Whenever an adjustment is made as provided in Sections 11, 12 and 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof.  The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained, and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Section 14.Fractional Rights And Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights.  In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Current Market Price of a whole Right as of the date on which such fractional Rights would have been otherwise issuable.

(b)           The Company shall not be required to issue fractions of Shares upon exercise or exchange of the Rights or to distribute certificates which evidence fractional Shares.  In lieu of fractional shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the Current Market Price of one Common Share as of the date of such exercise or exchange.

(c)           The holder of a Right by the acceptance of the Rights expressly waives his right to receive any fractional Rights or any fractional shares upon exercise or exchange of a Right.

Section 15.Rights Of Action.  All rights of action in respect of this Agreement, except those rights of action vested in the Rights Agent pursuant to Sections 18 and 20, are vested in the respective registered holders of the Rights Certificates (and, prior to the Separation Date, the registered holders of the Common Shares); and any registered holder of any Rights Certificate (or, prior to the Separation Date, of the Common Shares) without the consent of the Rights Agent or of the holder of any other Rights Certificate (or, prior to the Separation Date, of the Common Shares), may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Rights evidenced by such Rights Certificate in the manner provided in such Rights Certificate and in this Agreement.  Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement.

Section 16.Agreement Of Rights Holders.  Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:

(a)prior to the Separation Date, the Rights will be transferable only in connection with the transfer of Common Shares;

after the Separation Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer;

(b)the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Separation Date, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificates or the associated Common Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and

(c)notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned.

Section 17.Rights Certificate Holder Not Deemed A Shareholder.  Except as otherwise expressly provided in this Agreement, no holder, as such, of any Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Common Shares or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders, or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Rights Certificate shall have been exercised in accordance with the provisions hereof.

Section 18.Concerning The Rights Agent.  The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder.  The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises.  The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement.

The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Rights Certificate or certificate for Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.

Section 19.Merger Or Consolidation Or Change Of Name Of Rights Agent.  Any corporation into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any corporation succeeding to the corporate trust or stock transfer business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof.  In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

Section 20.Duties Of Rights Agent.  The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:

(a)The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion.

(b)Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of any Acquiring Person) be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chairman of the Board, the President, the Chief Executive Officer, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent, for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

(c)The Rights Agent shall be liable hereunder only for its own negligence, bad faith or willful misconduct.

(d)The Rights Agent shall not be liable for or by reason of any of the statements of facts or recitals contained in this Agreement or in the Rights Certificates or be required to verify the same (except as to its countersignature on such Rights Certificates), but all such statements and recitals are and shall be deemed to have been made by the Company only.

(e)The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Rights Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Certificate; nor shall it be responsible for any adjustment required under the provisions of Sections 11 or 13 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights evidenced by Rights Certificates after receipt of the certificate described in Section 13(o) hereof); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Common Shares to be issued pursuant to this Agreement or any Rights Certificate or as to whether any Common Shares will, when so issued, be validly authorized and issued, fully paid and nonassessable.

(f)The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

(g)The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board, the President, the Chief Executive Officer, any Vice President, the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer.

(h)The Rights Agent and any shareholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement.  Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

(i)The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct provided reasonable care was exercised in the selection and continued employment thereof.

(j)No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

(k)The Rights Agent shall not be required to take notice or be deemed to have notice of any fact, event or determination under the Rights Agreement unless and until the Rights Agent shall be specifically notified in writing by the Company of such fact, event or determination.

Section 21.Change Of Rights Agent.  The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days, notice in writing mailed to the Company, and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail.  The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail.  If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent.  If the Company shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his Rights Certificate for inspection by the Company), then the registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent.  Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the States of Indiana, Illinois or New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of Indiana, Illinois or New York), in good standing, having a principal office in the State of Indiana, Illinois or New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10,000,000.  After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose.  Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the registered holders of the Rights Certificates.  Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Section 22.Issuance Of New Rights Certificates.  Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provision of this Agreement.

Section 23.Redemption And Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price").  The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

(b)           Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.  Within 10 Business Days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or prior to the Separation Date, on the registry books of the transfer agent for the Common Shares.  Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice.  Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.

Section 24.Exchange.  (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio").

(b)           Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio.  The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange.  The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent.  Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice.  Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged.  Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.

(c)           In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights.

Section 25.Notice Of Certain Events.  (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of Common Shares or to make any other distribution to the holders of Common Shares (other than a regular quarterly cash dividend), or (ii) to offer to the holders of Common Shares rights or warrants to subscribe for or to purchase any additional Common Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Common Shares (other than a reclassification involving only the subdivision of outstanding Common Shares), or (iv) to effect any Flip-Over Event, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, Flip-Over Event, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders Common Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 calendar days prior to the record date for determining holders of Common Shares for purposes of such action, and in the case of any such other action, at least 20 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Shares whichever shall be the earlier.

(b)           Upon the occurrence of a Flip-In Event or a Flip-Over Event, the Company or Principal Party, as the case may be, shall as soon as practicable thereafter give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event and the consequences thereof to holders of Rights under Sections 11(a) or 12(a) hereof, as the case may be.

Section 26.Notices.  Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:

Coachmen Industries, Inc.

2831 Dexter Drive

Elkhart, Indiana 46514

Attention:  Executive Vice President, Finance

Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if delivered by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows:

Continental Stock Transfer & Trust Company

17 Battery Place, 8th Floor

New York, New York 1000

Attention:  Les DeLuca

Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.  The Company shall deliver a copy of any notice or demand it delivers to the holder of any Rights Certificate to the Rights Agent and the Rights Agent shall deliver a copy of any notice or demand it deliver to the holder of any Rights Certificate to the Company.

Section 27.Supplements And Amendments.  The Company may, and the Rights Agent shall from time to time, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) prior to the time any Person becomes an Acquiring Person, to change or supplement the provisions hereunder which the Company may deem necessary or desirable to effectuate the purposes of this Agreement or (iv) following the time any Person becomes an Acquiring Person, to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable provided that such change or supplement shall not adversely affect the interests of the holders of Rights.  Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment unless the Rights Agent shall have determined in good faith that such supplement or amendment would adversely affect its interests under this Agreement.  Prior to the time any Person becomes an Acquiring Person, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares.

Section 28.Successors.  All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 29.Benefits Of This Agreement.  Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Separation Date, the Common Shares) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Separation Date, the Common Shares).

Section 30.Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 31.Governing Law.  This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Indiana and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State, except for Sections 18, 19, 20 and 21 which for all purposes shall be governed by and construed in accordance with the laws of New York.

Section 32.Counterparts.  This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 33.Descriptive Headings.  Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

*           *           *

CHI99 3322080-1.001376.0010

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

[Seal]

Attest: COACHMEN INDUSTRIES, INC.

By:  /s/  Colleen A. Zuhl By:  /s/  James T. Holden

Colleen A. Zuhl James T. Holden

Chief Financial Officer Secretary

[Seal]

Attest: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent

By:  /s/  John W. Comer, Jr. By:  /s/  Leslie A. DeLuca

John W. Comer, Jr. Leslie A. DeLuca

Vice President Vice President

--

CHI99 3342853-2.001376.0010

Exhibit A

[Form of Rights Certificate]

Certificate No. R- ________ Rights

NOT EXERCISABLE AFTER FEBRUARY 1, 2010 OR EARLIER IF NOTICE OF REDEMPTION IS GIVEN.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS (AS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.

Rights Certificate

COACHMEN INDUSTRIES, INC.

This certifies that _____________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entities the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of January 5, 2000 to be effective January 12, 2000 (the "Rights Agreement") between Coachmen Industries, Inc., an Indiana corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New York time) on February 1, 2010 at the office of the Rights Agent designated for such purpose, or its successor as Rights Agent, one fully paid and nonassessable common share (the "Common Shares") of the Company, at a purchase price of $75.00 per share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and the related Certificate duly executed.

The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of January 12, 2000.  As provided in the Rights Agreement, the Purchase Price, the type of security, and the number of Common Shares which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events.

This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates.  Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company.

This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like Aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase.  If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for Common Shares.

No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.

No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement.

This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

A-

CHI99 3342853-2.001376.0010

WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.

Dated as of _____________ ___, ______

[Seal]

ATTEST: COACHMEN INDUSTRIES, INC.

By:                                                                

Secretary or Assistant Secretary                                                                           Title:

Countersigned:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

as Rights Agent

By:                                                               

Authorized Signature

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CHI99 3342853-2.001376.0010

[Form of Reverse Side of Rights Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such

holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED __________________________________________________ hereby

sells, assigns and transfer unto _____________________________________________________

______________________________________________________________________________

(Please print name and address of transferee)

______________________________________________________________________________

this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ as attorney to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution.

Dated:  __________________, ______

Signature

Signature Guaranteed:

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CHI99 3342853-2.001376.0010

CERTIFICATE

The undersigned hereby certifies by checking the appropriate boxes that:

(1)the Rights evidenced by this Rights Certificate [   ] are [   ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as each such term is defined in to the Rights Agreement); and

(2)After due inquiry and to the best knowledge of the undersigned, the undersigned [   ] did [   ] did not acquire the Rights evidenced by this Rights Certificate after the time when a Person (as defined in the Rights Agreement) become an Acquiring Person from any Person who is, was or became an Acquiring Person or an Affiliate or Associate thereof.

Dated:  _____________________, ______

Signature

NOTICE

The signatures to the foregoing Form of Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

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CHI99 3342853-2.001376.0010

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to

exercise Rights represented by the

Rights Certificate.)

To: COACHMEN INDUSTRIES, INC.

The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Rights Certificate to purchase the Common Shares issuable upon the exercise of the Rights and requests that certificates for such shares be issued in the name of:

Please insert social security

or other identifying number                                                                      

______________________________________________________________________________

(Please print name and address)

______________________________________________________________________________

______________________________________________________________________________

If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:

Please insert social security

or other identifying number                                                                      

______________________________________________________________________________

(Please print name and address)

______________________________________________________________________________

______________________________________________________________________________

Dated  ___________________, _____

Signature

Signature Guaranteed:

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CHI99 3342853-2.001376.0010

CERTIFICATE

The undersigned hereby certifies by checking the appropriate boxes that:

(1)the Rights evidenced by this Rights Certificate [   ] are [   ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as each such term is defined in to the Rights Agreement); and

(2)After due inquiry and to the best knowledge of the undersigned, the undersigned [   ] did [   ] did not acquire the Rights evidenced by this Rights Certificate after the time when a Person (as defined in the Rights Agreement) become an Acquiring Person from any Person who is, was or became an Acquiring Person or an Affiliate or Associate thereof.

Dated:  _______________________, _____ ___________________________________

Signature

NOTICE

The signatures to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

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CHI99 3342853-2.001376.0010

Exhibit B

SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES

On October 21, 1999, the Board of Directors of Coachmen Industries, Inc. (the "Company") declared a dividend distribution of one common share purchase right (the "Rights") on each outstanding common share, without par value (the "Common Shares"), of the Company.  The distribution will be made to shareholders of-record on January 12, 2000 (the "Record Date").  The description and terms of the Rights are set forth in an Amended and Restated Rights Agreement (the "Rights Agreement") between the Company and Continental Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").  Except as set forth below, each Right will entitle the registered holder thereof to purchase from the Company one Common Share, at a purchase price of $75.00 per share (the "Purchase Price"), subject to anti-dilutive adjustments described below.

The Rights will be represented by the Common Share certificates and will not be exercisable or transferable apart from the Common Shares until the earlier to occur of (i) 10 Business Days following a public announcement that a person or group of persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares (the "Share Acquisition Date") or (ii) 10 Business Days following the commencement of (or announcement of an intention to make) a tender offer or exchange offer if, upon consummation thereof, such person or group would be the beneficial owner of 20% or more of the outstanding Common Shares (the earlier of such dates being called the "Separation Date").  Until the Separation Date (or earlier redemption, exchange or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference.  As soon as practicable following the Separation Date, separate certificates evidencing the Rights (the "Rights Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Separation Date.  From and after the Separation Date, the separate Rights Certificates alone will evidence the Rights.  The Rights will expire at the close of business on February 1, 2010 (the "Final Expiration Date") unless earlier redeemed or exchanged by the Company as described below.

In the event that any person or group of persons becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person, whose Rights will become null and void) will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, a number of Common Shares which at the time of such transaction would have a market value of two times the current Purchase Price.

In the event that the Company is acquired in a merger or other business combination transaction or more than 50% of its assets or earning power is sold, each holder of a Right (other than the Acquiring Person, whose Rights will become null and void) will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, a number of common shares of the acquiring company which at the time of such transaction would have a market value of two times such Purchase Price.

At any time after a person or group of persons become an Acquiring Person, the Board of Directors of the Company may exchange the Rights (other than the Rights owned by the Acquiring Person, which will become null and void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment).

At any time prior to a person or a group of persons becoming an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price").  The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.  Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

The Purchase Price payable, and the number of Common Shares or other securities or property issuable, upon exercise of the Rights, are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Shares, (ii) upon the grant to holders of the Common Shares of certain rights or warrants to subscribe for Common Shares or convertible securities at less than the current market price of the Common Shares, or (iii) upon the distribution to holders of the Common Shares of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).

Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends.

Prior to the time any person or group of persons becomes an Acquiring Person, the Company may amend the Rights Agreement in any manner without the approval of the holders of Rights.  Following the time any person or group of persons becomes an Acquiring Person, the Company may amend the Rights Agreement without the approval of the holders of Rights in any manner that does not adversely affect the interests of the holders of Rights.

A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A.  A copy of the Rights Agreement is available free of charge from the Company, Financial Department, P.O. Box 3300, Elkhart, Indiana 46515.  This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

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CHI99 3342853-2.001376.0010

EX-99.1

COACHMEN INDUSTRIES, INC.

2831 Dexter Drive • P.O. Box 3300 • Elkhart, Indiana 46514 • 574/266-2500 • Fax 574/266-2559

NEWS RELEASE

For immediate release October 28, 2009

COACHMEN INDUSTRIES SECURES FINANCING, CONTRACTS FOR NEW MAJOR CONSTRUCTION PROJECTS, AND SALE OF SURPLUS FACILITY

Elkhart, IN - Coachmen Industries, Inc. (OTC:COHM.PK) announced today that it had completed a $20 million two–year financing arrangement with an affiliate of H.I.G. Capital, LLC for the working capital needs of the Company.

“This culminates almost a year of effort to secure new financing for the Company and puts to rest any lingering questions about our Company’s financial stability. It enables us to proceed immediately on two pending major construction projects. In addition, we can now resume making strategic investments critical to our future,” said President and Chief Executive Officer Rick Lavers.

“While the capital itself provides us with increased financial flexibility, equally important is the effect this transaction has had on our bonding capabilities,” Lavers continued. “With the assistance of H.I.G. Capital, we have been able to dramatically reduce the collateralization requirements on bonds necessary to operate our businesses. This reduction has allowed us to accept a contract for the long-anticipated second stage of the Ft. Bliss, Texas barracks project in the amount of $8.1 million, for which we received a “go forward letter” this week. Construction on that project will start in the fourth quarter of this year. In addition, we have also received a verbal award based on our RFP for a major dormitory project of about the same size, which also requires bonding. But for the support of H.I.G., the Company would not have been able to move forward on either of these opportunities.”

Coachmen expects that this transaction will also free up millions of dollars in restricted cash currently pledged to support various letters of credit. The Company also announced that it has signed a contract for the sale of its shuttered facility in Zanesville, OH for $2.9 million. That transaction is scheduled to close October 31, although that closing date may be extended into November.

H.I.G. Capital is a leading global private equity investment firm with more than $7.5 billion of equity capital under management. Based in Miami, and with offices in Atlanta, Boston, and San Francisco in the U.S., as well as affiliate offices in London, Hamburg and Paris in Europe, H.I.G. specializes in providing capital to small and medium-sized companies with attractive growth potential.  Matt Sanford and Fabian de Armas, both of H.I.G., will join Coachmen’s Board of Directors, effective immediately.

Sanford, a Managing Director of H.I.G., said, “We are pleased to provide the financial support necessary to allow Rick and his team to pursue their strategic vision for the company less encumbered by short term liquidity constraints.  While it continues to face extremely tough market conditions in the short-term, we believe this is a good business with solid long-term potential.”

The $20 million credit line consists of two components, $10 million of convertible debt funded at closing and a $10 million revolving line of credit to be drawn as business conditions dictate. Under certain circumstances, HIG may convert the debt into shares of Company stock, and may also exercise warrants it will receive in the transaction that in combination could give them voting control of approximately 51% of the outstanding stock of the Company. That percentage could increase if the Company either misses certain performance covenants, or if the Company exercises its option to pay interest on the debt in additional notes, rather than cash.

About Coachmen Industries

Coachmen Industries, Inc. is one of America's premier systems-built construction companies under the ALL AMERICAN BUILDING SYSTEMS®, ALL AMERICAN HOMES® and MOD-U-KRAF® brands, as well as a manufacturer of specialty vehicles. Coachmen Industries, Inc. is a publicly held company with stock quoted and traded on the over-the-counter markets under the ticker COHM.PK.

About H.I.G. Capital

H.I.G. Capital is a leading global private equity investment firm focused exclusively on the middle market. It has a broad and flexible capital base and more than $7.5 billion of equity capital under management. Based in Miami, and with offices in Atlanta, Boston, New York and San Francisco in the U.S., as well as affiliate offices in London, Hamburg and Paris in Europe, H.I.G. specializes in providing capital to small and medium-sized companies with attractive growth potential. Since its founding, H.I.G. has invested in and managed more than 200 companies worldwide. The firm's current portfolio includes companies with combined revenues in excess of $7 billion. For more information, please refer to the H.I.G. website at www.higcapital.com.

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned not to place undue reliance on forward-looking statements, which are inherently uncertain. Actual results may differ materially from that projected or suggested due to certain risks and uncertainties including, but not limited to, liquidity, the ability of the Company to bond major government contracts, availability of working capital, availability of credit to the Company and its customers, the depth and duration of the recession, the ability to produce buses to meet demand, the potential fluctuations in the Company's operating results, price volatility of raw materials used in production, the availability and cost of real estate for residential housing, the supply of existing homes within the company's markets, government regulations, dependence on significant customers within certain product types, consolidation of distribution channels, consumer confidence, uncertainties of matters in litigation, and other risks identified in the Company's SEC filings.

For financial information:

Colleen A. Zuhl

Chief Financial Officer

574-266-2500

For investor information:

James T. Holden

Corporate Secretary and Assistant General Counsel

574-266-2500

- END -