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): April 5, 2010

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)

x 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 April 5, 2010, Coachmen Industries, Inc. and all of its significant subsidiaries (collectively “Coachmen”) and H.I.G. All American, LLC (the “Lender”) entered into a First Amendment to the Loan Agreement (the “First Amendment”). In the First Amendment, the Lender waived specified Events of Default that had occurred under the Loan Agreement dated October 27, 2009 between the Company and the Lender (the “Loan Agreement”) prior to April 5, 2010.  The Company issued a new warrant to purchase up to 9,557,939 shares of the Company’s common stock (the “New Warrant”) as consideration to the Lender for entering into the First Amendment.

Pursuant to the First Amendment:

·   the price protection feature contained in the Tranche B Note issued pursuant to the Loan Agreement was eliminated;

·   the principal amount of the Tranche B Note was increased by $850,000, reflecting the addition of PIK Interest that was otherwise payable on March 31, 2010;

·   the financial covenants were eased generally;

·   lower financial covenants were provided for the Company’s access to the first $3 million of availability under the revolving credit facility provided in the Loan Agreement, but the Company will be required to issue additional warrants to the Lender if the Company utilizes the lower financial covenants to access the first $3 million of availability; and

·   the Company may obtain a waiver of certain financial covenants by paying a waiver fee, in cases where the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA’) shortfall is less than $500,000, or by issuing additional warrants, if the EBITDA shortfall is greater than $500,000, but less than $1 million.

The warrant originally issued pursuant to the Loan Agreement (the “Original Warrant”) and the Tranche B Note were amended and restated to reflect the anti-dilution adjustments that occurred as a result of the issuance of the New Warrant. The Original Warrant, as amended, now can be exercised for 10,925,926 shares, and the Tranche B Note now can be converted into 17,728,758 shares (including the PIK Interest). The amended and restated Original Warrant, the New Warrant and the amended and restated Tranche B Note all contain anti-dilution protection in the event the Company issues in excess of 16,403,409 shares of its common stock. The outstanding principal of the amended and restated Tranche B Note (including PIK Interest) is convertible into shares of the Company’s common stock at an initial conversion price of $0.612 per share.

The Amendment contains customary representations and warranties and covenants, including a prohibition on dividends, 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 Amendment, the Amended and Restated Warrant, the First Amendment to Registration Rights Agreement, and newly executed Common Stock Purchase Warrant are being filed as Exhibits 2.1, 4.4, 4.5, and 4.6, respectively, to this report and are 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 Item 1.01 above.

ITEM 9.01                     FINANCIAL STATEMENTS AND EXHIBITS

(d)  The following exhibits are furnished as a part of this Report:

2.1 First Amendment to Loan Agreement dated April 5, 2010 between H.I.G. All American, LLC, the Company, and several of the Company’s subsidiaries

4.3 Amended and Restated Secured Subordinated Convertible Tranche B Note, dated April 5, 2010, by and among H.I.G. All American, LLC, the Company, and several of the Company’s subsidiaries

4.4 Amended and Restated Warrant, dated April 5, 2010, by and between H.I.G. All American, LLC and the Company

4.5   First Amendment to Registration Rights Agreement, dated April 5, 2010, by and between H.I.G. All American, LLC and the Company

4.6   Common Stock Purchase Warrant, dated April 5, 2010, by and between H.I.G. All American, LLC and the Company

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:	April 9, 2010	By:	/s/ Martin Miranda
			Martin Miranda, Secretary
			Printed Name and Title

EX-2.1

FIRST AMENDMENT TO LOAN AGREEMENT

This FIRST AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2010, by and among H.I.G. All American, LLC, a Delaware corporation (the “Lender”), Coachmen Industries, Inc., an Indiana corporation (“Coachmen”), All American Homes, LLC, an Indiana limited liability company, All American Homes of Colorado, LLC, a Colorado limited liability company, All American Homes of Georgia, LLC, a Georgia limited liability company, All American Homes of Indiana, LLC, an Indiana limited liability company, All American Homes of Iowa, LLC, an Iowa limited liability company, All American Homes of North Carolina, LLC, a North Carolina limited liability company, All American Homes of Ohio, LLC, an Ohio limited liability company, All American Building Systems, LLC, an Indiana limited liability company, All American Specialty Vehicles, LLC, an Indiana limited liability company, Coachmen Motor Works, LLC, an Indiana limited liability company, Coachmen Motor Works of Georgia, LLC, a Georgia limited liability company, Consolidated Building Industries, LLC, an Indiana limited liability company, Consolidated Leisure Industries, LLC, an Indiana limited liability company, Coachmen Operations, Inc., an Indiana corporation, Coachmen Properties, Inc., an Indiana corporation, Mod-U-Kraf Homes, LLC, a Virginia limited liability company, and Sustainable Designs, LLC, an Indiana limited liability company  (together with Coachmen, collectively, the “Borrowers”).  Unless otherwise specified, all capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, the Lender and the Borrowers have executed and delivered that certain Loan Agreement, by and among the Lender, Coachmen and the other Borrowers, dated October 27, 2009 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”), pursuant to which the Lender extended a line of credit to the Borrowers under the Revolving Notes and a term loan under the Tranche B Notes;

WHEREAS, as of the date hereof, the Events of Default under terms of the Loan Agreement identified on Exhibit A hereto have occurred and are continuing (collectively, the “Specified Defaults”);

WHEREAS, the Borrowers have requested, and the Lender has agreed, subject to the terms and conditions hereof, to waive the Specified Defaults and amend certain provisions of the Loan Agreement as set forth herein; and

WHEREAS, as a material inducement to the Lender to enter into this Amendment and as a condition precedent to the effectiveness hereof, (1) the parties have agreed to amend and restate the Tranche B Notes and the Warrants to have the terms and conditions set forth in Exhibits C and D, respectively, (2) Coachmen has agreed to issue additional Warrants to purchase 9,557,939 shares of Common Stock to the Lender as well as potentially additional Warrants in the future (collectively, the “New Warrants” and together with the existing Warrants, the “Warrants”) and (3) Coachmen has agreed to amend the Registration Rights Agreement, dated October 27, 2009, to include the shares of Common Stock issuable upon exercise of all the New Warrants (the “New Warrant Shares” and together with the existing Warrant Shares, the “Warrant Shares”).

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Lender and the Borrowers hereby covenant and agree as follows:

SECTION 1.Confirmation by the Borrowers of Obligations and Specified Defaults.

(a)Each of the Borrowers acknowledges and agrees that as of the close of business on April 5, 2010, the aggregate balance of the outstanding Obligations under the Loan Agreement was $10,850,000.  The foregoing amount does not include all of the fees, expenses and other amounts which are chargeable or otherwise reimbursable under the Loan Agreement and other Transaction Documents.

(b)Each Borrower acknowledges and agrees that: (i) each of the Specified Defaults constitutes a material Event of Default that has occurred and is continuing, (ii) one or more Specified Default are not subject to any further grace or cure period, and (iii) except for the Specified Defaults, no other Defaults or Events of Default have occurred which remain continuing as of the date hereof.  But for the effectiveness of this Amendment, each of the Specified Defaults, (i) relieves the Lender from any obligation to extend any Revolving Loans or provide any other financial accommodations under the Loan Agreement or other Transaction Documents (including consenting to any Borrower’s use of cash collateral), (ii) is a Triggering Event, and (iii) permits the Lender to, among other things, (A) suspend or terminate any commitment to provide Revolving Loans or make other extensions of credit under any or all of the Loan Agreement and the other Transaction Documents, (B) accelerate all or any portion of the Obligations, (C) continue to charge, and demand immediate payment of, interest on any and all of the Obligations, (D) commence any legal or other action to collect any or all of the Obligations from the Borrowers and/or any Collateral or any other property as to which any other Person granted the Lender a security interest therein as security for the Obligations or any guaranty thereof, (E) foreclose or otherwise realize on any or all of the Collateral, and/or appropriate, set-off and apply to the payment of any or all of the Obligations, any or all of the Collateral, and/or (F) take any other enforcement action or otherwise exercise any or all rights and remedies provided for by any or all of the Loan Agreement, the other Transaction Documents or applicable law.

SECTION 2.Limited Waiver of Specified Defaults.  Subject to the terms and conditions set forth herein, the Lender hereby waives, on a one-time basis, the Specified Defaults.

SECTION 3.Amendments to Loan Agreement.

(a)Amendment to Section 1.20.  Section 1.20 of the Loan Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

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 (a) any extraordinary and/or one time or unusual and non-recurring gains or other items of income or, including without limitation, any income associated with accrual reversals or similar accounting gains from discontinued operations, and (b) any non cash losses 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 (a) any gain, income or non-cash loss, together with any related Provision for Taxes for such gain, income or non-cash loss, (i) 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, or (ii) resulting from noncash impairment charges attributable to distressed or under utilized assets and (b) any net income realized or loss incurred as a result of changes in accounting principles or the application thereof to such Person.

(b)Amendment to Section 1.25.  Section 1.25 of the Loan Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

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, deferred non cash compensation) and for such period acceptable to the Lender or attributable to the Borrowers’ discontinued recreational vehicle operations and not scheduled to be paid on or before November 1, 2010; plus (c) Interest Expense for such period; plus (d) the Provision for Taxes for such period; plus (e) the transaction fees paid pursuant to Section 2.1(e)(ii) hereof or pursuant to this Amendment plus (f) any consultant’s fees and expenses paid by the Borrowers to consultants retained by the Lenders pursuant to Section 8.40 (in the case of (b) through (f) to the extent deducted in the computation of Consolidated Net Income of such Person).

(c)Amendment to Section 1.49.  Section 1.49 of the Loan Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

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, interest expense associated with discounts in connection with the sale of any Accounts, bank fees, commissions, discounts and other fees and charges owed with respect to letters of credit, banker’s acceptances or similar instruments, but excluding any non-cash interest expense resulting from accounting adjustments to the recorded value of the Warrants or the Notes (or any other securities or property delivered to the Lender by a Borrower in connection with the Transaction Documents) occurring after the initial Closing Date.

(d)Addition of Section 3.2(h).  A new Section 3.2(h) is hereby added to the Loan Agreement immediately following the existing Section 3.2(g) of the Loan Agreement, and reads, in its entirety, as follows:

(h)           The conditions set forth in either (i) or (ii) below, whichever is applicable, are satisfied as of such subsequent Closing Date.

(i)If on such subsequent Closing Date, and after giving effect to the Revolving Loan to be delivered thereon, the outstanding principal balance on the Revolving Notes is and will be no greater than $3,000,000, then as of such subsequent Closing Date, the EBITDA of Coachmen and its consolidated Subsidiaries, as calculated at the end of each calendar month, for a minimum of three or more consecutive periods specified below, and after achievement of such three period minimum for each subsequent period thereafter (except for those periods that have not yet ended as of such subsequent Closing Date), shall not have been less than the EBITDA set forth below opposite the month shown for each such period below, such amount to be applicable for the month shown for such period and, with respect to the periods described in 3.2(h)(i)(I) through (M), for the two months immediately subsequent to such month, and in all cases calculated for the number of months specified for such period:

(A)   For the one month ended January 31, 2010 ($1,000,000);

(B)   For the two months ended February 28, 2010, ($2,000,000);

(C)   For the three months ended March 31, 2010, ($2,300,000);

(D)   For the four months ended April 30, 2010, ($1,850,000);

(E)   For the five months ended May 31, 2010, ($1,350,000);

(F)   For the six months ended June 30, 2010, ($1,300,000);

(G)   For the seven months ended July 31, 2010, ($500,000);

(H)   For the eight months ended August 31, 2010, $0;

(I)   For the nine months ended September 30, 2010, $600,000;

(J)   For the twelve months ended December 31, 2010, $2,625,000;

(K)   For the twelve months ended March 31, 2011, $4,425,000;

(L)   For the twelve months ended June 30, 2011, $5,500,000; and

(M)   For the twelve months ended October 30, 2011, $6,500,000.

(ii)If on such subsequent Closing Date, or after giving effect to the Revolving Loan to be delivered thereon, the outstanding principal balance on the Revolving Notes is or will be greater than $3,000,000, then as of such subsequent Closing Date, the EBITDA of Coachmen and its consolidated Subsidiaries, as calculated at the end of each calendar month, for the periods specified below (except for those periods that have not yet ended as of such subsequent Closing Date), shall not be less than the EBITDA set forth below opposite each such month shown below, such amount to be applicable for the month shown and for the two months immediately subsequent to such month, and in all cases calculated for the number of months specified below:

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

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

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

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

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

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

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

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

provided, that if the Borrowers fail to satisfy Section 3.2(h)(ii)(A), the Borrowers may subsequently satisfy this condition once Coachmen and its consolidated Subsidiaries’ cumulative EBITDA since October 1, 2009 exceeds $1,000,000 for the next two consecutive months, and thereafter Section 3.2(h)(ii)(A) shall be deemed satisfied for purposes of determining satisfaction of this Section 3.2(h).

The Borrowers and the Lender acknowledge and agree that (a) prior to the date of this Amendment, the Lender was obligated to purchase and pay for Revolving Loans only upon the Borrowers’ satisfaction of the higher EBITDA thresholds now set forth in Section 3.2(h)(ii), regardless of the amount outstanding on the Revolving Notes at the time of borrowing and (b) after the date of this Amendment, the Lender’s obligation to purchase and pay for Revolving Loans will be subject to the applicable financial thresholds of either Section 3.2(h)(i) or (ii), depending on the outstanding principal balance on the Revolving Notes as provided above.  As an inducement to the Lender to agree to purchase and pay for up to $3 million of Revolving Loans upon the Borrowers’ satisfaction of the lower EBITDA thresholds of Section 3.2(h)(i), the Borrowers have agreed that on each subsequent Closing Date in which they are permitted to borrower under Section 3.2(h)(i), but would not be permitted to borrow under Section 3.2(h)(ii), Coachmen shall issue to the Lender, contemporaneously with the funding of such Revolving Loan and for each $1 million funded, additional Warrants representing two and one-half percent (2.5%) of the outstanding Common Stock on a Fully-Diluted Basis (calculated without taking into account the issuance of such Warrants).

(e)Amendment to Section 8.21.  Section 8.21 of the Loan Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

8.21           Financial 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)(ix) 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 January 31, 2010 ($1,000,000);

(ii)           For the two months ended February 28, 2010, ($2,000,000);

(iii)           For the three months ended March 31, 2010, ($2,300,000);

(iv)           For the four months ended April 30, 2010, ($1,850,000);

(v)           For the five months ended May 31, 2010, ($1,350,000);

(vi)           For the six months ended June 30, 2010, ($1,300,000);

(vii)           For the seven months ended July 31, 2010, ($500,000);

(viii)           For the eight months ended August 31, 2010, $0;

(ix)           For the nine months ended September 30, 2010, $600,000;

(x)           For the twelve months ended December 31, 2010, $2,625,000;

(xi)           For the twelve months ended March 31, 2011, $4,425,000;

(xii)           For the twelve months ended June 30, 2011, $5,500,000; and

(xiii)           For the twelve months ended October 30, 2011, $6,500,000.

(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:

(ii)           For the nine months ended September 30, 2010, 0.5 to 1.00;

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

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

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

(vi)           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 nine months ended September 30, 2010, 20 to 1.00;

(ii) For the twelve months ended December 31, 2010, 4.7 to 1.00;

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

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

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

(f)Addition of Section 8.40.  A new Section 8.40 is hereby added to the Loan Agreement immediately following the existing Section 8.39 of the Loan Agreement, and reads, in its entirety, as follows:

8.40           Financial Consultant.  The Lender shall have the right to retain a financial consultant of its choosing for to review the financial performance and cash usage of the Borrowers, recommend changes to the Borrowers’ policies and procedures, and perform such other tasks as the Lender shall determine in its reasonable discretion.  The Borrowers shall promptly pay all fees and expenses of such financial consultant as they become due. Lender agrees that any amounts paid by the Borrowers hereunder shall be excluded from any EBITDA calculations reviewed for compliance with the Loan Agreement, as amended.

(g)Addition of Section 9.5(c).  A new Section 9.5(c) is hereby added to the Loan Agreement immediately following the existing Section 9.5(b) of the Loan Agreement, and reads, in its entirety, as follows:

(c)           Commencing on the later of (i) June 30, 2010 or (ii) the seventh day after the $3 million of restricted cash held in connection with the Liberty bond and related letter of credit is released to the Borrowers in full, and thereafter on each subsequent September 30, December 31, March 31 and June 30 of each year until the Obligations are paid in full and the Loan Agreement has been terminated, upon Lender’s written demand the Borrowers shall fund $500,000 into an account under the exclusive control of the Lender and subject to no Liens other than the first priority Liens of the Lender (the “Sinking Fund”).  The Lender agrees that no interest shall accrue on that portion of the principal amount of the Tranche B Notes equal to the amount of the Sinking Fund in such account.

(h)Addition of Section 10.1(o).  A new Section 10.1(o) is hereby added to the Loan Agreement immediately following the existing Section 10.1(0) of the Loan Agreement, and reads, in its entirety, as follows:

(o)           Either (i) Coachmen shall fail to call a special meeting of its board of directors and stockholders to amend its articles of incorporation to increase the number of authorized shares of Common Stock to 100 million shares or more by August 31, 2010, and if such amendment is not passed at such meeting, failed to have called a second meeting of its stockholders for the same purpose, after sixty (60) days notice from the Lender or (ii) at any time after such increase in authorized shares of common stock, Coachmen shall not have a sufficient number of authorized and unissued shares of Common Stock to satisfy in full (A) the exercise of all outstanding Warrants and Warrants required to be issued to the Lender and (B) the conversion of the Tranche B Notes into Common Stock.

SECTION 4.Issuance of New Warrants.

(a)Pursuant to the Tranche B Note, the Lender was entitled to receive $1.5 million of additional Common Stock (the “Default Shares”) if the Borrowers breached Section 8.21(a) of the Loan Agreement prior to the Lender converting the Tranche B Note into shares of Common Stock.  The Borrowers have breached Section 8.21(a) prior to the date of this Amendment.  The Borrowers and the Lender have agreed that in lieu of issuing the Default Shares to the Lender, Coachmen shall issue to the Lender a New Warrant, in the form of Exhibit B hereto, to purchase 1,071,429 shares of Common Stock.  The Lender acknowledges and agrees that upon issuance of the New Warrant for 1,071,429 shares of Common Stock to the Lender, Coachmen shall no longer have any obligation to issue any Default Shares.

(b)The Borrowers acknowledge and agree that (i) the Tranche B Note had an adjustment to its conversion price in Section 4(e)(iii) that reduced the conversion price of the Tranche B Note if Coachmen’s average stock price fell below the then existing conversion price, and (ii) in exchange for deleting this conversion price adjustment, Coachmen will issue Additional Warrants to the Lender.  In addition to the foregoing and in exchange for the waiver of the Specified Defaults and other accommodations herein, Coachmen shall issue to the Lenders New Warrants for 8,486,510 shares of Common Stock.

(c)The issuance of the New Warrants has been duly and validly authorized and is not in violation of any state or federal law or any rights (including without limitation pre-emptive rights) of any Person. When issued to the Lender the Conversion Shares and the New Warrant Shares will (i) be duly and validly authorized, (ii) upon payment of the applicable conversion price or exercise price, be fully paid and non-assessable and (iii) not have been issued in violation of any state or federal law or any rights (including without limitation pre-emptive rights) of any Person.  No later than August 31, 2010, Coachmen shall have authorized and reserved, and shall thereafter continue to reserve, free of any preemptive rights, liens, security interests or encumbrances of any kind, a sufficient number of its authorized but previously unissued shares of Common Stock to satisfy the right of the Lender (or its transferee) to (i) exercise the New Warrants and any other Warrants outstanding or issuable to the Lender into shares of the Common Stock and (ii) convert the Tranche B Notes into shares of the Common Stock.

(d)Each of the Borrowers hereby acknowledges and agrees (i) that the issuance of the New Warrants will trigger the anti-dilution protections and other provisions set forth in Section 4(e) of the Tranche B Notes and Section 3.3 of the existing Warrant to the same extent as if the issuance of the New Warrants were to a Person not affiliated with the Lender, (ii) the existing conversion price of the Tranche B Notes immediately prior to the date hereof was $0.979 and (iii) after taking into account the aforementioned adjustments, the correct conversion price is $0.612.  Consequently, the parties are amending and restating both the Tranche B Notes and the existing Warrant to reflect such adjustments.

SECTION 5.Payment of Closing Fee.  The Borrowers acknowledge and agree that $200,000 of the Closing Fee owed to the Lender in connection with the initial Closing of the Loan Agreement remains outstanding and unpaid.  As an inducement to the Lender to enter into and perform this Amendment, the Borrowers have agreed to pay the remaining $200,000 portion of the Closing Fee immediately upon receiving demand for payment from the Lender.

SECTION 6.Mortgage Release.  At the closing of the Borrowers’ sale of the real property located at 24 Powder Mill Place, Rocky Mount, VA 24151, and subject to the full proceeds of such sale being either (a) applied to the purchase of replacement property reasonably acceptable to the Lender within 180 days, (b) used to pay any outstanding fees and expenses due and owing under this Amendment or (c) placed in an escrow account acceptable to the Lender, the Lender shall release it mortgage on such property and permit the Borrowers to consummate such sale.

SECTION 7.Future Breaches of Section 8.21.  If after the date hereof the Borrowers are at any time in breach of any of the financial covenants in Section 8.21 of the Loan Agreement, but are not at such time in breach of or in Default under any other provision of any Transaction Document, then the Lender agrees to waive such breach in the following limited circumstances:

(a)           If the EBITDA Shortfall does not exceed $500,000, then the Borrowers may pay to the Lender $50,000 each month for a waiver of such Default for such month until such breach is no longer continuing or has been permanently waived in writing by Lender.

(b)           If the EBITDA Shortfall is greater than $500,000 but less than $1,000,000, then (i) the Borrowers may pay to the Lender each month the waiver fee in Section 7(a) and (ii) Coachmen may issue additional Warrants to the Lender representing one percent (1%) of the outstanding Common Stock on a Fully-Diluted Basis (calculated without taking into account the issuance of such shares), for a waiver of such Default for such month until such breach is no longer continuing or has been permanently waived in writing by Lender.

(c)           If the EBITDA Shortfall is greater than $1,000,000, or if the Borrowers commit any other breach of any Transaction Document (or are otherwise in Default thereunder), the Lender shall be entitled to exercise all remedies available to it under the Loan Agreement, any other Transaction Document, applicable law or principles of equity.

For purposes of this Section 7, “EBITDA Shortfall” shall mean, with respect to any applicable testing period in Section 8.21, the amount by which EBITDA of Coachmen and its consolidated Subsidiaries, was less than the minimum amount of EBITDA required for such period.  The Borrowers acknowledge and agree that EBITDA covenants in Section 8.21 are cumulative calculations.

SECTION 8.Amendments to Tranche B Note, Warrant and Registration Rights Agreement.  Concurrently with the execution of this Amendment, the Borrowers and the Lender are (a) amending and restating the Tranche B Note by entering into an Amended and Restated 20% Senior Secured Convertible Tranche B Note in the form of Exhibit C hereto, (b) amending and restating the existing Warrant by entering into an Amended and Restated Common Stock Purchase Warrant in the form of Exhibit D hereto, and (c) amending the Registration Rights Agreement by entering into a First Amendment to Registration Rights Agreement in the form of Exhibit E hereto.     

SECTION 9.Going Concern Qualification; Project Bonds.  The Lender acknowledges and agrees that (a) any going concern qualification in Coachmen’s audited financial statements for fiscal 2009 is a Specified Default that is waived on a one-time basis pursuant to Section 2 of this Amendment, (b) any requirement of increased collateralization for the Borrowers’ project bonds that results from the going concern qualification described in (a) above shall not be considered a Default of Event of Default under any Transaction Document, and (c) it shall use its reasonable efforts to assist the Borrowers in convincing their bonding company to maintain its required collateral at twenty-five percent (25%) of its bonded projects.

SECTION 10.Ownership Change.  The Lender acknowledges and agrees that the Borrowers make no representation or warranty (whether pursuant to Section 6.25 of the Loan Agreement or otherwise) as to whether the issuance of the New Warrants (and any related adjustments to the Tranche B Notes or existing Warrants) will, when aggregated with the Lender’s ownership of the Tranche B Notes and existing Warrants, result in an “ownership change” of Coachmen, as defined in Section 382(g) of the Code

SECTION 11.General Release; Indemnity.

(a)In consideration of, among other things, the Lender’s execution and delivery of this Amendment, except for the obligations of the Lender under this Amendment, each of the Borrowers, on behalf of itself and its successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to sue or prosecute against any Releasee (as defined below), and hereby forever waives, releases and discharges to the fullest extent permitted by law, each Releasee (as defined below) from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against the Lender (in any capacity) and its Affiliates, and their respective successors and assigns and each and all of the officers, directors, employees, consultants, agents, attorneys and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the date hereof, that relate to, arise out of, or otherwise are in connection with (i) any aspect of the business, operations, assets, properties, affairs or any other aspect of any of the Borrowers or their Subsidiaries, (ii) any aspect of the dealings or relationships between or among the Borrowers and their Affiliates, on the one hand, and the Lender, on the other hand, or (iii) any or all of the Transaction Documents or any transactions contemplated thereby or any acts or omissions in connection therewith.  The receipt by the Borrowers of any Revolving Loans or other financial accommodations made by the Lender on or after the date hereof shall constitute a ratification, adoption, and confirmation by each of the Borrowers of the foregoing general release of all Claims against the Releasees which are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Revolving Loans or other financial accommodations.  In entering into this Amendment, the Borrowers consulted with, and have been represented by, legal counsel, and expressly disclaim any reliance on any representations, acts or omissions by any of the Releasees and hereby agree and acknowledge that the validity and effectiveness of the release set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof.  The provisions of this Section 11 shall survive the termination of this Amendment, the Loan Agreement, the other Transaction Documents and payment in full of the Obligations.

(b)In addition to, and without limiting, their respective indemnification obligations under the Transaction Documents, each of Borrowers hereby agrees that it shall be obligated jointly and severally to indemnify and hold harmless the Releasees with respect to any and all Losses of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any Person, including, without limitation, the respective officers, directors, agents, trustees, creditors, partners or shareholders of any Borrower, any other Borrower or any of their Subsidiaries, whether threatened or initiated, in respect of any claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed in connection herewith; provided, that the Borrowers shall not have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they: (i) result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction, or (ii) result from any breach of this Amendment by the Lender as finally determined by a court of competent jurisdiction.  If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrowers agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.  The foregoing indemnity shall survive the termination of this Amendment, the Loan Agreement, the other Transaction Documents and the payment in full of the Obligations.

SECTION 12.Conditions Precedent.  This Amendment shall become effective only upon the later to occur of: (a) execution and delivery of this Amendment and the Amended and Restated Tranche B Note by the Lender and each of the Borrowers; (b) the issuances of the Amended and Restated Warrants and the New Warrant; (c) the Borrowers’ delivery to the Lender of the Perfection Certificate required pursuant to Section 16 and (d) the Borrowers’ payment of all of the Lender’s costs and expenses associated with this Amendment (including fees and expenses of counsel).

SECTION 13.Representations and Warranties of the Borrowers.  To induce the Lender to execute and deliver this Amendment, each Borrower represents, warrants and covenants that:

(a)           the execution, delivery and performance by such Borrower and each of the other Borrowers of this Amendment and all documents and instruments delivered in connection herewith and the Loan Agreement and all other Transaction Documents have been duly authorized, and this Amendment and all documents and instruments delivered in connection herewith and the Loan Agreement and all other Transaction Documents have been duly executed and delivered and are legal, valid and binding obligations of the Borrowers party thereto, enforceable against such Borrowers in accordance with their respective terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);

(b)           except with respect to the Specified Defaults, each of the representations and warranties contained in the Loan Agreement and the other Transaction Documents is true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, and each of the agreements and covenants in the Loan Agreement and the other Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof;

(c)           neither the execution, delivery and performance of this Amendment and all documents and instruments delivered in connection herewith, nor the consummation of the transactions contemplated hereby or thereby, does or shall contravene, result in a breach of, or violate (i) any provision of any Borrower’s corporate charter, bylaws, operating agreement, or other governing documents, (ii) any law or regulation, or any order or decree of any Governmental Authority, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Borrower is a party or by which any Borrower or its respective property is bound;

(d)           The Lender’s security interest in the Collateral continues to be a valid, binding and enforceable first-priority security interest securing the Obligations (subject only to Permitted Encumbrances), and no Tax or judgment liens are currently of record against any Borrower;

(e)           The Perfection Certificate and the schedules thereto that have been delivered by the Borrowers to the Lender on the date hereof pursuant to Section 16 are true and correct on and as of the date hereof, and do not contain any untrue statement of a material fact or omit a material fact necessary to make each statement contained therein not misleading; and

(f)           the recitals to this Amendment are true and correct.

SECTION 14.Ratification of Liability.  Each Borrower, as a debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacities in which such Borrower grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, under the Transaction Documents, hereby ratifies and reaffirms all of its payment and performance obligations and obligations to indemnify, contingent or otherwise, under each of such Transaction Documents to which such Borrower is a party, and each Borrower hereby ratifies and reaffirms its grant of liens on and security interests in its properties pursuant to the Transaction Documents to which it is a party as security for the Obligations, and confirms and agrees that such liens and security interests hereafter secure all of the Obligations, including, without limitation, all additional Obligations hereafter arising or incurred pursuant to or in connection with this Amendment, the Loan Agreement or any other Transaction Document.  Each Borrower further agrees and reaffirms that each of the Transaction Documents to which it is a party now applies to all Obligations, as modified by this Amendment (including, without limitation, all additional Obligations hereafter arising or incurred pursuant to or in connection with this Amendment, the Loan Agreement or any other Transaction Document).  Each Borrower (a) further acknowledges receipt of a copy of this Amendment and all other agreements, documents, and instruments executed in connection herewith, (b) consents to the terms and conditions of same, and (c) agrees and acknowledges that each of the Transaction Documents, as modified and effected hereby, remains in full force and effect and is hereby ratified and confirmed.  Except as expressly provided herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Lender, nor constitute a waiver of any provision of any of the Transaction Documents, nor constitute a novation of any of the Obligations under the Loan Agreement or the other Transaction Documents.

SECTION 15.Reference to and Effect Upon the Loan Agreement and the Other Transaction Documents.

(a)Except as specifically modified hereby, all terms, conditions, covenants, representations and warranties contained in the Loan Agreement or any other Transaction Document, and all rights of the Lender and all of the Obligations, shall remain in full force and effect.  Each Borrower hereby confirms that the Loan Agreement and the other Transaction Documents are in full force and effect and that no Borrower has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the Obligations or the Loan Agreement or any other Transaction Documents.

(b)Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment and any consents set forth herein shall not directly or indirectly (i) create any obligation to make any further Loans or to continue to defer any enforcement action after the occurrence of any future Default or Event of Default, (ii) constitute a consent or waiver of any past, present or future violations of any provisions of the Loan Agreement or any other Transaction Documents (other than any Specified Default), (iii) amend, modify or operate as a waiver of any provision of the Loan Agreement or any other Transaction Documents or any right, power or remedy of the Lender, as applicable, (iv) constitute a consent to any action that is otherwise prohibited by the Loan Agreement or any other Transaction Document, (v) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument.  Except as expressly set forth herein, the Lender reserves all of its rights, powers, and remedies under the Loan Agreement and the other Transaction Documents and/or applicable law.  All of the provisions of the Loan Agreement and the other Transaction Documents, including, without limitation, the time is of the essence provisions, are hereby reiterated, and if ever waived, reinstated.

(c)From and after the date hereof, (i) the term “Loan Agreement” in the Loan Agreement and any other Transaction Document shall mean the Loan Agreement, as amended by, among things, this Amendment, and (ii) the term “Transaction Documents” in the Loan Agreement and the other Transaction Documents shall include, without limitation, this Amendment and any agreements, instruments and other documents executed in connection herewith.  The parties hereto further agree that any breach of any term, condition, covenant, agreement, representation or warranty contained herein by any Borrower shall constitute an immediate Event of Default under the Loan Agreement.

SECTION 16.Updated Perfection Certificate; Perfection of Liens.  Concurrently with the execution of this Amendment, the Borrowers shall deliver to the Lender a Perfection Certificate in the form of Exhibit F hereto, which shall have been updated through the date hereof and be true, correct and complete in all material respects on and as of the date hereof.  If the Lender, in its sole discretion, determines that its security interest in any Collateral described in such Perfection Certificate is not adequately perfected, the Borrowers shall, at their own expense, promptly (a) comply with their obligations in Sections 4.2(a) through (j) of the Loan Agreement with respect to such Collateral and (b) take any other action reasonably requested by the Lender to create a first-priority perfected security interest in such Collateral in favor of the Lender.

SECTION 17.Costs and Expenses.  As provided in the Transaction Documents, the Borrowers shall reimburse the Lender promptly on demand for all reasonable fees, costs, charges and expenses, including the fees, costs and expenses of counsel and other reasonable expenses, incurred in connection with this Amendment and the other agreements and documents executed in connection herewith, and such reimbursement obligation shall constitute part of the Obligations.

SECTION 18.Miscellaneous Terms.

(a)Effect of Agreement.  Except as set forth expressly hereinabove, all terms of the Loan Agreement and the other Transaction Documents shall be and remain in full force and effect, and shall constitute the legal, valid, binding, and enforceable obligations of the Borrowers and the Lender.  Except to the extent otherwise expressly set forth herein, the amendments set forth herein shall have prospective application only from and after the date of this Amendment.

(b)No Novation or Mutual Departure.  The Lender and each of the Borrowers expressly acknowledges and agrees that (i) there has not been, and this Amendment does not constitute or establish, a novation with respect to the Loan Agreement or any of the other Transaction Documents, or a mutual departure from the strict terms, provisions, and conditions thereof, other than with respect to the specific amendments contained in Section 3 above and (ii) nothing in this Amendment shall affect or limit the Lender’s right to demand payment of liabilities owing from the Borrowers (or any of them) to the Lender under, or to demand strict performance of the terms, provisions, and conditions of, the Loan Agreement and the other Transaction Documents, to exercise any and all rights, powers and remedies under the Loan Agreement or the other Transaction Documents or at law or in equity, or to do any and all of the foregoing.

(c)Ratification.  Each of the Borrowers (i) hereby restates, ratifies, and reaffirms each and every term, covenant, and condition set forth in the Loan Agreement and the other Transaction Documents to which it is a party effective as of the date hereof and (ii) reaffirms that each and every representation and warranty made by it in the Loan Agreement and the other Transaction Documents is true and correct as though made on the date hereof (except with respect to representations and warranties made as of an expressed date, in which case such representations and warranties shall be true and correct as of such date).

(d)No Claims.  To induce the Lender to enter into this Amendment and waive the Specified Defaults, each of the Borrowers hereby acknowledges and agrees that, as of the date hereof, and after giving effect to the terms hereof, there exists no right of offset, defense, counterclaim, claim, or objection in favor of any Borrower arising out of or with respect to any of the Obligations.

(e)Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

(f)Fax or Other Transmission.  Delivery by one or more parties hereto of an executed counterpart of this Amendment via facsimile, telecopy, or other electronic method of transmission pursuant to which the signature of such party can be seen (including, without limitation, Adobe Corporation’s Portable Document Format) shall have the same force and effect as the delivery of an original executed counterpart of this Amendment.

(g)Further Assurances.  Each Borrower agrees to take such further actions as the Lender shall reasonably request from time to time to evidence the amendments set forth herein and the transactions contemplated hereby.

(h)Governing Law.  This Amendment shall be governed by and construed and interpreted in accordance with 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.

[Signature pages follow]

MIAMI 846255 v6 (2K)

IN WITNESS WHEREOF, each of the Borrowers and the Lender has caused this First Amendment to 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:  Chief Executive Officer
	ALL AMERICAN HOMES, LLC By: /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN HOMES OF COLORADO, LLC By: /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN HOMES OF GEORGIA, LLC By: /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN HOMES OF INDIANA, LLC By: /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN HOMES OF IOWA, LLC By: /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN HOMES OF NORTH CAROLINA, LLC By: /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN HOMES OF OHIO, LLC By: /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN BUILDING SYSTEMS, LLC By: /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN SPECIALTY VEHICLES, LLC By: /s/ Martin Miranda Title:  Treasurer
	COACHMEN MOTOR WORKS, LLC By: /s/ Martin Miranda Title:  Treasurer
	COACHMEN MOTOR WORKS OF GEORGIA, LLC By: /s/ Martin Miranda Title:  Treasurer
	CONSOLIDATED BUILDING INDUSTRIES, LLC By: /s/ Martin Miranda Title:  Treasurer
	CONSOLIDATED LEISURE INDUSTRIES, LLC By: /s/ Martin Miranda Title:  Treasurer
	COACHMEN OPERATIONS, INC. By: /s/ Martin Miranda Title:  Treasurer
	COACHMEN PROPERTIES, INC. By: /s/ Martin Miranda Title:  Treasurer
	MOD-U-KRAF HOMES, LLC By: /s/ Martin Miranda Title:  Treasurer
	SUSTAINABLE DESIGNS, LLC By: /s/ Martin Miranda Title:  Treasurer

MIAMI 846255 v6 (2K)

Exhibit A

Specified Defaults

§   Section 8.25 of the Loan Agreement dated October 27, 2009, by and among H.I.G. All American, LLC (“HIG”) and Coachmen Industries, Inc. and certain of its subsidiaries (the “Loan Agreement”):

o   Coachmen Industries, Inc. and certain of its subsidiaries failed to receive prior express permission for the Radford Place Apartments in Dubuque, Iowa, a project estimated at a total of $18 million dollars with a Phase 1 total of $2.3 million dollars.*

§   Section 8.21 of the Loan Agreement:

o   Coachmen Industries, Inc. and certain of its subsidiaries failed to meet the criteria of the December 2009 EBITDA requirements.*

o   Coachmen Industries, Inc. and certain of its subsidiaries failed to meet the criteria of the January 2010 EBITDA requirements.

o   Coachmen Industries, Inc. and certain of its subsidiaries failed to meet the criteria of the February 2010 EBITDA requirements.

§   Section 8.6(a)(i) of the Loan Agreement:

o   Coachmen Industries, Inc. and certain of its subsidiaries failed to present a compliance certificate for the month of January 2010.

o   Coachmen Industries, Inc. and certain of its subsidiaries failed to present a compliance certificate for the month of February 2010.

* Borrower and Lender disagree as to whether these events are Defaults under the Loan Agreement.  Notwithstanding this disagreement, the parties wish to resolve all of the above alleged Defaults.

MIAMI 846255 v6 (2K)

EX-4.3

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE REGULATION OF ANY STATE AND IS NOT TRANSFERABLE EXCEPT UPON THE CONDITIONS SPECIFIED IN SECTION 12.1 OF THE LOAN AGREEMENT REFERRED TO HEREIN.

THIS NOTE IS SECURED PURSUANT TO THE TERMS OF THE LOAN AGREEMENT REFERRED TO HEREIN.

AMENDED AND RESTATED 20% SECURED SUBORDINATED CONVERTIBLE TRANCHE B NOTE

DUE OCTOBER 27, 2011

DATED APRIL 5, 2010

FOR VALUE RECEIVED, Coachmen Industries, Inc., an Indiana corporation (“Coachmen”), All American Homes, LLC, an Indiana limited liability company, All American Homes of Colorado, LLC, a Colorado limited liability company, All American Homes of Georgia, LLC, a Georgia limited liability company, All American Homes of Indiana, LLC, an Indiana limited liability company, All American Homes of Iowa, LLC, an Iowa limited liability company, All American Homes of North Carolina, LLC, a North Carolina limited liability company, All American Homes of Ohio, LLC, an Ohio limited liability company, All American Building Systems, LLC, an Indiana limited liability company, All American Specialty Vehicles, LLC, an Indiana limited liability company, Coachmen Motor Works, LLC, an Indiana limited liability company, Coachmen Motor Works of Georgia, LLC, a Georgia limited liability company, Consolidated Building Industries, LLC, an Indiana limited liability company, Consolidated Leisure Industries, LLC, an Indiana limited liability company, Coachmen Operations, Inc., an Indiana corporation, Coachmen Properties, Inc., an Indiana corporation, Mod-U-Kraf Homes, LLC, a Virginia limited liability company, and Sustainable Designs, LLC, an Indiana limited liability company (each a “Borrower” and collectively with Coachmen, the “Borrowers”) hereby jointly and severally promise to pay to the order of H.I.G. All American, LLC, a Delaware limited liability company, or its registered assigns (the “Holder”), the principal sum of TEN MILLION EIGHT HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($10,850,000.00) as set forth herein.  Terms used herein and not otherwise defined have the meanings set forth in Section 16 hereof.

W I T N E S S E T H:

WHEREAS, the Holder and the Borrowers are parties to a Loan Agreement, dated October 27, 2009, by and among the Holder and the Borrowers (the “Loan Agreement”), pursuant to which the Borrowers issued to the Holder a 20% Secured Subordinated Convertible Tranche B Note, dated October 27, 2009, in the initial principal amount of Ten Million Dollars ($10,000,000) (the “Original Note”);

WHEREAS, the Holder and the Borrowers have entered into a First Amendment to the Loan Agreement on the date hereof (the “First Amendment”), pursuant to which the Holder has agreed to waive the Specified Defaults (as defined in the First Amendment), and the Borrowers have agreed to (1) issue to the Holder the New Warrants, a portion of which are being issued in satisfaction of Coachmen’s obligation to issue the Default Shares (as defined in the Original Note), and (2) amend the Original Note to reflect the issuance of the New Warrants; and

WHEREAS, the Borrowers are issuing this Note to amend and restate the Original Note in its entirety.

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:

1.           Principal.  The Borrowers shall pay to the order of the Holder on October 27, 2011 (or, if such day is not a Business Day, on the next succeeding Business Day) (the “Maturity Date”), TEN MILLION EIGHT HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($10,850,000.00), together with all accrued and unpaid interest thereon as set forth in Section 2.

2.           Interest.

(a)           Interest Rate.  Interest on this Note began accruing on the Closing Date on the initial principal balance of this Note at a rate of 20% per annum and shall continue to accrue in such manner until the entire principal amount hereof shall have become due and payable (whether at maturity or at a date fixed for repurchase or by acceleration or declaration or otherwise).  Interest may be paid in cash semi-annually on March 30 and October 30 of each year (or, if such day is not a Business Day, on the next succeeding Business Day), commencing October 30, 2010 (such dates are “Interest Payment Dates”), and, if not paid in cash on the appropriate Interest Payment Date, shall be paid in PIK Interest as provided in section 2(c).  All interest shall be computed for the actual number of days elapsed on the basis of a 360-day year.

(b)           Delay Interest.  The interest rate set forth in (a) above is subject to increase at the Delay Rate as set forth in the Registration Rights Agreement.

(c)           PIK Interest.  Any interest payable hereunder shall automatically accrue and be capitalized to the principal amount of this Note (“PIK Interest”), and shall thereafter be deemed to be a part of the principal amount of this Note, unless such interest is paid in cash in accordance with Section 3 on or prior to the applicable Interest Payment Date.  All PIK Interest that has accrued and has not been paid in cash shall be payable in cash on the Maturity Date.  The Borrowers shall not issue additional promissory notes to represent the PIK Interest, and, in lieu thereof, the Holder shall keep a ledger of the amount of PIK Interest that has accrued, which ledger shall be presumed to be correct.

(d)           Maximum Lawful Rate.  Notwithstanding anything to the contrary in this Section 2, if during any period for which interest is computed hereunder, the amount of interest computed on the basis provided for in this Note, together with all fees, charges and other payments that are treated as interest under applicable law, as provided for herein or in the Loan Agreement or any other document executed in connection herewith or therewith, would exceed the amount of such interest computed on the basis of the Highest Lawful Rate (as defined below), the Borrowers shall not be obligated to pay, and the Holder shall not be entitled to charge, collect, receive, reserve or take, interest in excess of the Highest Lawful Rate, and during any such period the interest payable hereunder shall be computed on the basis of the Highest Lawful Rate.  As used herein, “Highest Lawful Rate” means the maximum non-usurious rate of interest, as in effect from time to time, which may be charged, contracted for, reserved, received or collected by the Holder in connection with this Note under applicable law.

3.           Payments.  Whenever any payment of cash is to be made by the Borrowers to the Holder, such payment shall be made in U.S. dollars by wire transfer of immediately available to the Holder’s account not later than 12:00 Noon (New York time) on the date due unless such day is not a Business Day, in which case the Borrowers shall make such payment on the next succeeding Business Day, and interest shall accrue on the aggregate amount of such payment until such amount is paid and payment of such accrued interest shall be made concurrently with the payment of such amount.

4.           Conversion.  This Note is convertible into shares of Common Stock on the terms and conditions set forth in this Section 4.

(a)           Right to Convert.  At any time after the Closing Date and before the close of business on the Maturity Date, the Holder shall have the right, at its option, to convert the principal amount of this Note (including any PIK Interest), or any portion thereof, net of the Unexercised Discount, into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of this Note or portion thereof surrendered for conversion, together with any accrued and unpaid interest thereon, by the current conversion price in effect at such time, by surrendering the Note to be so converted in whole or in part in the manner provided in Section 4(b).  The initial conversion price on the Closing Date was $0.979 per share of Common Stock.  Based solely on the issuance of the New Warrants, and the amendments to the Existing Warrants on the date hereof, the conversion price on the date hereof is now $0.612 per share of Common Stock.

(b)           Exercise of Conversion Privilege.

(i)           In order to exercise the conversion privilege in whole or in part, the Holder shall surrender such Note, duly endorsed on the Note (or by letter), at the principal executive office of Coachmen and shall give written notice of conversion in the form provided on Annex A hereto (or such other notice that is acceptable to Coachmen) that the Holder elects to convert such Note or the portion thereof specified in said notice.  Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock that will be issuable on such conversion will be issued.  If the shares of Common Stock issuable upon the conversion of all or a portion of the Note are to be issued other than to the Holder, the surrendered Note shall be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to, Coachmen, duly executed by the Holder or its duly authorized attorney.

(ii)           As promptly as practicable after the surrender of such Note and the receipt of such notice, Coachmen shall issue and shall deliver to the Holder a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Note or portion thereof in accordance with the provisions of this Section 4 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 4(c) hereof.  If any Note shall be surrendered for partial conversion, Coachmen shall execute and deliver to the Holder, at no charge, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note.

(iii)           Each conversion shall be deemed to have been effected on the date on which such Note and such notice was received by Coachmen, and as of such date the Holder shall be deemed the holder of record of the Common Stock issuable upon such conversion of the Note; provided, however, that if such surrender occurs on a date when the stock transfer books of Coachmen are closed, the Holder shall be deemed the record holder of such Common Stock for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the conversion price in effect on the date upon which such Note was surrendered.

(c)           Cash Payments in Lieu of Fractional Shares.  No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes.  If more than one Note is surrendered for conversion at one time by the Holder, the number of full shares that are issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered and any interest accrued thereon.  If any fractional share of Common Stock would be issuable upon the conversion of any Note or Notes, Coachmen shall make an adjustment therefor in cash at the current market value thereof.  The current market value of a share of Common Stock shall be the Closing Price on the first business day immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted.

(d)           Current Conversion Price.  The term “conversion price” shall mean $0.612 per Share, subject to adjustment.  For purposes of this Section 4(d), the conversion price of $0.612 shall be deemed to have become effective at the close of business on the date hereof but shall be subject to adjustment as set forth in Section 4(e) hereof.  The term “current conversion price” as used herein shall mean the conversion price, as the same may be adjusted from time to time as hereinafter provided, in effect at any given time.  In determining the current conversion price, the result shall be expressed to the nearest $0.01, but any such lesser amount shall be carried forward and shall be considered at the time of and together with the next subsequent adjustment which, together with any adjustments to be carried forward, amount to $0.01 per Share or more.

(e)           Adjustment of Conversion Price.  The conversion price shall be subject to adjustment, from time to time, as follows:

(i)           Adjustments for Stock Dividends, Recapitalizations, Etc.  If after the Closing Date Coachmen (A) pays a stock dividend or make a distribution (on or in respect of any class of its capital stock) in shares of its capital stock (whether shares of its Common Stock or of capital stock of any other class), (B) subdivides its outstanding shares of Common Stock, (C) combines its outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of its shares of Common Stock any shares of capital stock of Coachmen, then, in any such case, the current conversion price in effect immediately prior to such action shall be adjusted to a price such that if the Holder were to convert the Note in full immediately after such action, the Holder would be entitled to receive the number of shares of capital stock of Coachmen that it would have owned immediately following such action had the Note been converted immediately prior thereto (with any record date requirement being deemed to have been satisfied), and, in any such case, such conversion price shall thereafter be subject to further adjustments under this Section 4.  An adjustment made pursuant to this subsection (i) shall become effective retroactively on the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

(ii)           Adjustments for Other Distributions.  If after the Closing Date Coachmen fixes a record date for the making of a distribution to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which Coachmen is the continuing corporation) of (A) cash (whether or not payable out of earnings or surplus), (B) other assets (other than dividends payable in Common Stock), (C) evidences of indebtedness or other securities of Coachmen or of any entity other than Coachmen (other than dividends payable in Common Stock), or (D) subscription rights, options or warrants to purchase any of the foregoing assets or securities, whether or not such rights, options or warrants are immediately exercisable (any such distribution under clause (A), (B), (C) or (D), hereinafter collectively referred to as “Distributions on Common Stock”), Coachmen shall deliver to the Holder the Distribution on Common Stock to which it would have been entitled if it had converted the Note in full for shares of Common Stock immediately prior to the record date for the purpose of determining stockholders entitled to receive such Distribution on Common Stock.

(iii)           Adjustments for Issuance of Additional Stock; Change in Stock Price.  Except as provided for in Section 4(e)(i) hereof, if Coachmen at any time or from time to time issues any additional Common Stock (including without limitation an issuance of any options, warrants or similar rights to purchase Common Stock or securities convertible into or exchangeable for Common Stock), and such additional Common Stock results in more than 16,403,409 shares of Common Stock to be outstanding on a Fully-Diluted Basis, then, and thereafter successively upon each such issuance, the current conversion price shall forthwith be reduced to a price that will allow the Holders of the Notes to convert into the same percentage of the total Common Stock outstanding on a Fully-Diluted Basis after the issuance of such additional Common Stock as they were able to convert into immediately prior to the issuance of such additional Common Stock.

(iv)           Accountants’ Certification.  Whenever the current conversion price is adjusted as provided in this Section 4(e), Coachmen shall promptly obtain an officer’s certificate of its Chief Financial Officer setting forth the current conversion price as so adjusted, the computation of such adjustment and a brief statement of the facts accounting for such adjustment, and shall mail to the Holder a copy of such certificate.  The Holder shall be entitled to review such certificate and propose any modifications thereto.  In the event of any dispute between the Holder and Coachmen over a conversion price adjustment, the two parties shall submit the matter for final and binding resolution to Grant Thornton LLP, or if Grant Thornton LLP is unable to serve in such capacity, another independent accounting firm mutually acceptable to both parties (the “Independent Accountant”).

(v)           Antidilution Adjustments under other Securities.  Without limiting any other rights available hereunder to the Holder, if there is an antidilution adjustment (A) under any security which is convertible into Common Stock (except for the Notes), whether issued prior to or after the date hereof or (B) under any rights, options or warrants to purchase Common Stock, whether issued prior to or after the date hereof, that (in the case of clause (A) or (B) above) results in a reduction in the exercise or purchase price with respect to such security or rights or results in an increase in the number of shares obtainable under such security or rights, then an adjustment shall be made under this Section 4(e)(v) to the current conversion price hereunder.  Any such adjustment under this Section 4(e)(v) shall be whichever of the following results in a lower current conversion price: (1) a reduction in the current conversion price equal to the percentage reduction in such exercise or purchase price with respect to such security or rights or (2) a reduction in the current conversion price that will result in the same percentage increase in the number of shares of Common Stock available upon conversion of the Note as the percentage increase in the number of shares of Common Stock available under such security or rights.  Any such adjustment under this Section 4(e)(v) shall be made only if it would result in a lower current conversion price than that which would be determined pursuant to any other antidilution adjustment otherwise required hereunder as a result of the event or circumstance that triggered the adjustment to the securities or rights described in clause (A) or (B) above (and if any such adjustment is so made under this Section 4(e)(v) then such other antidilution adjustment otherwise required hereunder shall not be made as a result of such event or circumstance).

(vi)           Other Adjustments.  Without limiting any provisions of this Section 4(e) or any other provisions of this Note, if any event shall occur for which none of the provisions of this Section 4(e) strictly apply, but the Holder in good faith determines that an adjustment is needed to fairly protect the conversion rights represented by the Notes in accordance with the essential intent and principles of this Section 4(e), then, Coachmen and the Holder shall attempt in good faith to determine the appropriate adjustment to be made.  If after two Business Days such efforts are unsuccessful, the parties shall retain the Independent Accountant to render a decision as to the adjustment, if any, that is necessary to preserve, without dilution, the conversion rights represented by the Notes, which decision shall be final and binding upon Coachmen, the other Borrowers and the Holder.  Upon receipt of such decision, Coachmen shall promptly mail copies thereof to the Holder and shall make the adjustments described therein.

(vii)           Meaning of “Issuance.”  References in this Section 4 to “issuance” of stock by Coachmen include issuances by Coachmen of previously unissued shares and issuances, sales or other transfers by Coachmen of treasury stock.

(viii)           Participation in Rights Offerings.  In the event Coachmen shall effect an offering of Common Stock or other stock pro rata among its stockholders, the Holder shall be entitled, at the Holder’s option, regardless of whether the Note is otherwise then convertible, in lieu of the adjustments set forth herein, to elect to participate in each and every such offering as though the Note had been converted in full and the Holder was, at the time of any such rights offering, a holder of that number of shares of Common Stock to which the Holder would then be entitled to on the exercise thereof.

(ix)           Participation in Stock Dispositions.  In the event that Coachmen shall offer, approve, accept or recommend an offering, sale, transfer, redemption, cancellation or other disposition of Common Stock (including, without limitation, by way of any merger, capital reorganization, or reclassification or recapitalization of the capital stock of Coachmen) to its stockholders (other than in any offering described in Section 4(e)(i) above) or in the event Coachmen liquidates or dissolves following a sale or transfer of all or substantially all of its assets to any entity, Coachmen shall arrange as part of such offering or sale for the participation of the Holder, at the Holders’ option, whether or not the Note is then convertible, to include the shares of Common Stock issuable upon conversion of the Note in such offering or sale upon substantially identical terms.

(x)           Consolidation or Merger.  If Coachmen shall at any time consolidate with or merge into another corporation or other entity (whether or not Coachmen is the continuing corporation after such merger or consolidation), the Holder shall thereafter be entitled to receive, upon the conversion of the Note in whole or in part, the securities or other property to which (and upon the same terms and with the same rights as) a holder of the number of shares of Common Stock then deliverable upon such conversion would have been entitled to upon such consolidation or merger (subject to subsequent adjustments under Section 4(e) hereof), and Coachmen shall take such steps in connection with such consolidation or merger as may be necessary to assure the Holder that the provisions of this Note shall thereafter be applicable in relation to any securities or property thereafter deliverable upon the conversion of the Note, including, but not limited to, obtaining a written acknowledgment from the continuing corporation of its obligation to supply such securities or property upon such conversion and to be so bound by the Note and the Loan Agreement.  A sale, transfer or lease of all or substantially all of the assets of Coachmen to another person shall be deemed a consolidation or merger for the foregoing purposes.  The rights of the Holder pursuant to this Section 4(e)(x) are in addition to any redemption rights afforded to the Holder pursuant to Section 9 of the Loan Agreement in the event of a Change of Control or Asset Sale (in each case as defined in the Loan Agreement); provided, that, the Holder shall no longer have any rights pursuant this Section 4(e)(x) with respect to any portion of the Note actually redeemed by Coachmen in accordance with the provisions of Section 9 of the Loan Agreement.

(f)           Notice to Holder.

If at any time

(i)           Coachmen takes any action that would require an adjustment in the current conversion price pursuant to Section 4(e)(i), (iii), (v) or (vi); or

(ii)           Coachmen authorizes granting any Distributions on Common Stock to the holders of its Common Stock as set forth in Section 4(e)(ii); or

(iii)           there is any capital reorganization or reclassification of Coachmen’s Common Stock (other than a change in par value or from par value to no par value or from no par value to par value of the Common Stock), or any consolidation or merger to which Coachmen is a party and for which approval of any stockholders of Coachmen is required, or any sale, transfer or lease of all or substantially all of the assets of Coachmen, or

(iv)           there is a voluntary or involuntary dissolution, liquidation or winding-up of Coachmen,

then, in any one or more of said cases, Coachmen shall give written notice to the Holder not less than twenty (20) days before any record date or other date set for definitive action, of the date on which such action, reorganization, reclassification, sale, transfer, lease, consolidation, merger, dissolution, liquidation or winding-up shall take place, as the case maybe.  Such notice shall also set forth such facts as shall indicate the effect of any such action (to the extent such effect may be known at the date of such notice) on the current conversion price and the kind and amount of the shares and other securities and property deliverable upon conversion of the Notes.  Such notice shall also specify any date as of which the holders of record of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon any such reorganization, reclassification, sale, transfer, lease, consolidation, merger, dissolution, liquidation or winding-up, as the case may be.

5.           Non-Circumvention.  The Borrowers hereby covenant and agree that neither Coachmen nor any other Borrower shall, by amendment of its articles of incorporation or articles of formation (as applicable) or through any reorganization, transfer of assets, consolidation, merger, 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 this Note, and shall at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note.

6.           Joint and Several Liability.  Each of the Borrowers is jointly and severally liable to pay all obligations owing to the Holder under this Note and the Loan Agreement, and the Holder may seek payment of any obligation due, or exercise any right pursuant to, this Note, the Loan Agreement, or any other Transaction Document (as defined in the Loan Agreement), against any individual Borrower or against any combination of the Borrowers, in its sole discretion.

7.           Transfer.  This Note may be offered, sold, assigned or transferred by the Holder without the consent of Coachmen or any other Borrower, subject only to the provisions of Section 12.1 of the Loan Agreement.  The Borrowers shall comply with the provisions of Section 12.1 of the Loan Agreement regarding the issuance of a new Note or Notes to permitted transferees.

8.           No Prepayment.  The Borrowers may not prepay any portion of the principal or interest due or to become due pursuant to this Note under any circumstances without the prior written consent of the Holder.

9.           Remedies; Injunctive Relief.  The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, the Loan Agreement, the Registration Rights Agreement, any other Transaction Documents (as defined in the Loan Agreement), at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Borrowers to comply with the terms of this Note.  Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Borrowers (or the performance thereof).  The Borrowers acknowledge that a breach by of their obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.  The Borrowers therefore agree that, in the event of any such breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

10.           Payment of Collection, Enforcement and Other Costs.  If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of Coachmen or other proceedings affecting Coachmen’s creditors’ rights and involving a claim under this Note, then Coachmen shall all pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, attorneys fees and disbursements.

11.           Construction; Headings.  This Note shall be deemed to be jointly drafted by Coachmen and the Holder and shall not be construed against any person as the drafter hereof.  The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

12.           Failure or Indulgence Not Waiver.  No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

13.           Waiver of Notice.  To the extent permitted by law, Coachmen hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, per­formance, default or enforcement of this Note and the Loan Agreement.

14.           Governing Law.  This Note shall be construed and enforced in accordance with and governed by the internal laws of the State of Florida, without reference to the choice of law provisions thereof.

15.           Recitals Incorporated.  The recitals to this Note are true and correct and incorporated herein with the same force and effect as if set forth in the body hereof.

16.           Certain Definitions.  For purposes of this Note, the following terms shall have the following meanings:

(a)           “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed, and a day on which the Holder is open for the transaction of business.

(b)           “Closing Date” means October 27, 2009.

(c)           “Closing Price” means the reported last sale price of a unit of a security on a given day or, in case no such sale takes place on such day, the average of the reported closing bid and asked prices, in each case on the principal national securities exchange on which the security is listed or admitted to trading, or, if the security is not listed or admitted to trading on any national securities exchange, the closing sales price, or, if there is no closing sales price, the average of the closing bid and asked prices, in the over-the counter market as reported by the National Association of Securities Dealers Automated Quotation System, or, if not so reported, as reported by the National Quotation Bureau, Incorporated, or any successor thereof, or, if not so reported, the average of the closing bid and asked prices as furnished by any member of the Financial Industry Regulatory Authority, Inc. selected from time to time by Coachmen on a consistent basis for that purpose, or if no such prices are furnished, the fair market value of the security as estimated by a nationally recognized investment banking firm selected by Coachmen and approved by the Holder, which estimate shall be prepared at the expense of Coachmen; provided, however, that any determination of the “Closing Price” of any security shall be based on the assumption that such security is freely transferable without registration under the Securities Act of 1933 and without regard to any possible reduction in price that may be caused by the sale of a large block of securities.

(d)           “Common Stock” shall mean the common stock, no par value, of Coachmen.

(e)           “Delay Rate” shall have the meaning ascribed thereto in the Registration Rights Agreement.

(f)           “Existing Warrants” shall mean the Amended and Restated Common Stock Purchase Warrant originally issued to the Lender on October 27, 2009 and amended and restated on the date hereof, and all replacements and renewals hereafter issued by Coachmen in substitution or exchange therefor.

(g)           “First Amendment” shall have the meaning set forth in the recitals hereto.

(h)           “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; (b) all shares of Common Stock issuable upon the exercise of any option, warrant (including the New Warrants and the Existing 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 this Note).  Such calculation will not be made in accordance with the “treasury method.”

(i)           “Loan Agreement” shall have the meaning set forth in the recitals hereto.

(j)           “New Warrants” shall mean the Common Stock Purchase Warrant issued to the Lender on the date hereof pursuant to the First Amendment, and all replacements and renewals hereafter issued by Coachmen in substitution or exchange therefor.

(k)           “Note” shall mean this Amended and Restated 20% Senior Secured Convertible Tranche B Note, 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.

(l)           “Original Note” shall have the meaning set forth in the recitals hereto.

(m)           “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.

(n)           “Registration Rights Agreement” shall mean that certain Registration Rights Agreement, dated October 27, 2009, by and between Coachmen and the Holder, as amended on the date hereof, and as further amended from time to time by the mutual agreement of Coachmen and the Holder.

*   *   *   *   *

MIAMI 866362 v2 (2K)

IN WITNESS WHEREOF, each of the undersigned has caused this Amended and Restated Secured Subordinated Convertible Tranche B Note to be executed and issued on its behalf by its officer thereunto duly authorized.

HOLDER H.I.G. ALL AMERICAN, LLC By:  /s/ Fabian de Armas Title:  Vice President	BORROWERS COACHMEN INDUSTRIES, INC. By: /s/ Richard M. Lavers Title:  Chief Executive Officer
	ALL AMERICAN HOMES, LLC By:  /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN HOMES OF COLORADO, LLC By:  /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN HOMES OF GEORGIA, LLC By:  /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN HOMES OF INDIANA, LLC By:  /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN HOMES OF IOWA, LLC By:  /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN HOMES OF NORTH CAROLINA, LLC By:  /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN HOMES OF OHIO, LLC By:  /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN BUILDING SYSTEMS, LLC By:  /s/ Martin Miranda Title:  Treasurer
	ALL AMERICAN SPECIALTY VEHICLES, LLC By:  /s/ Martin Miranda Title:  Treasurer
	COACHMEN MOTOR WORKS, LLC By:  /s/ Martin Miranda Title:  Treasurer
	COACHMEN MOTOR WORKS OF GEORGIA, LLC By:  /s/ Martin Miranda Title:  Treasurer
	CONSOLIDATED BUILDING INDUSTRIES, LLC By:  /s/ Martin Miranda Title:  Treasurer
	CONSOLIDATED LEISURE INDUSTRIES, LLC By:  /s/ Martin Miranda Title:  Treasurer
	COACHMEN OPERATIONS, INC. By:  /s/ Martin Miranda Title:  Treasurer
	COACHMEN PROPERTIES, INC. By:  /s/ Martin Miranda Title:  Treasurer
	MOD-U-KRAF HOMES, LLC By:  /s/ Martin Miranda Title:  Treasurer
	SUSTAINABLE DESIGNS, LLC By:  /s/ Martin Miranda Title:  Treasurer

MIAMI 866362 v2 (2K)

ANNEX A

FORM OF CONVERSION NOTICE

(To be signed only on conversion of the Note)

To:           Coachmen Industries, Inc.

The undersigned holder of the within Tranche B Note, hereby irrevocably elects to convert such Tranche B Note (or $_______ of the principal amount thereof) into  _________________ shares of Common Stock of Coachmen Industries, Inc., an Indiana corporation, and requests that the certificates for such shares be issued in the name of, and delivered to 

, whose address is                                                                                                

.

Dated:                                                      

(Signature must conform to name of holder as

 specified on the face of the Note)

MIAMI 866362 v2 (2K)

EX-4.4

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM, OR OTHERWISE IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT.  IN ADDITION, THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE LIMITATIONS ON TRANSFER SET FORTH IN THE LOAN AGREEMENT REFERRED TO HEREIN.  A COPY OF THE LOAN AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF COACHMEN AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO COACHMEN.

COACHMEN INDUSTRIES, INC.

No. W-2

AMENDED AND RESTATED

COMMON STOCK PURCHASE WARRANT

 Warrant to Purchase

 10,925,926 shares

 of Common Stock

 April 5, 2010

This Amended and Restated Common Stock Purchase Warrant (this “Warrant”) certifies that, for value received, H.I.G. All American, LLC (the “Lender”) is entitled to purchase from Coachmen Industries, Inc., an Indiana corporation (“Coachmen”), up to 10,925,926 shares of common stock, no par value per share (the “Common Stock”), at the price (the “Exercise Price”) of $.00001 per share, at any time or from time to time during the period commencing on the date hereof and ending at 5:00 P.M. on October 27, 2019 (the “Expiration Date”).

This Warrant has been issued pursuant to a First Amendment to Loan Agreement entered into on the date hereof by the Lender, Coachmen, and the direct and indirect subsidiaries of Coachmen party thereto (the “First Amendment”), and amends and restates and replaces, in its entirety, the Common Stock Purchase Warrant No. W-1, dated October 27, 2009 (the “Original Warrant”), that was issued to the Lender pursuant to the Loan Agreement, dated October 27, 2009, by and among the Lender, Coachmen, and the direct and indirect subsidiaries of Coachmen party thereto (the “Loan Agreement”).

This Warrant is subject to the terms and conditions, and entitled to the benefits of, the Loan Agreement (as amended by the First Amendment), including provisions providing certain information and other rights.  This Warrant is also entitled to the rights and privileges of that certain Registration Rights Agreement, dated October 27, 2009, by and between Coachmen and the Lender, as amended on the date hereof.  Copies of the Loan Agreement and the Registration Rights Agreement are available for inspection at the principal office of Coachmen and will be furnished without charge to the Holder upon written request to Coachmen. Capitalized terms used herein and not defined shall have the meanings set forth in the Loan Agreement.

SECTION 1                      DEFINITIONS; INTERPRETATION.  As used in this Warrant, the following terms shall have the following meanings:

1.1           Definitions.

“Aggregate Exercise Price” is defined in Section 3.1(a).

“Applicable Law” shall mean all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates or orders of any Governmental Authority applicable to the Person in question or any of its assets or property, and all judgments, injunctions, orders and decrees of all courts and arbitrators in proceedings or actions in which the Person in question is a party or by which any of its assets or properties are bound.

“Assignment Form” shall mean the assignment form attached as Annex 2 hereto.

“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.

“Closing Date” shall mean October 27, 2009.

“Coachmen” is defined in the Preamble.

“Common Stock” shall mean the (a) common stock, no par value per share of Coachmen, and (b) any securities issued or issuable with respect to the capital stock referred to in clause (a) above by way of stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization.

“Delivery Date” is defined in Section 3.2.

“Exchange Form” shall mean the exchange form attached as Annex 3 hereto.

“Executive Officer” shall mean, with respect to Coachmen, its President, Chief Financial Officer or Treasurer.

“Exercise Form” shall mean the exercise form attached as Annex 1 hereto.

“Exercise Price” shall mean $.00001 per share of Common Stock, subject to adjustment from time to time in the manner provided in Section 3.3.

“Expiration Date” is defined in the Preamble.

“First Amendment” is defined in the Preamble.

“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; (b) all shares of Common Stock issuable upon the exercise of any option, warrant (including the Warrants and the New 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.”

“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.

“Holder” is defined in Section 2.1.

“Lender” is defined in the Preamble.

“Loan Agreement” is defined in the Preamble.

“Market Price” means, with respect to a share of Common Stock on any Business Day:

(a)           if the Common Stock is Publicly Traded at the time of determination, the average of the closing prices for the Common Stock on all domestic securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted on the NASDAQ as of 4:00 P.M., New York time, on such day, or if on any day such security is not quoted in the NASDAQ, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of twenty-one (21) days consisting of the day as of which “Market Price” is being determined and the twenty (20) consecutive Business Days prior to such day; or

(b)           if the Common Stock is not Publicly Traded at the time of determination then, solely for purposes of Section 3, the Market Price will be the fair value of the Common Stock as determined by the Valuation Procedures, taking into account their fiduciary duties (including the holder of this Warrant as if exercised), but if, in connection with Section 3, the Current Market Price is hereby referenced in connection with the issuance or sale (or deemed issuance or sale) of Common Stock to an Affiliate of Coachmen, then the Market Price shall be the Market Value Per Share; and for all other purposes, including for purposes of Section 4, the Market Price shall be the Market Value Per Share.

“Market Value” means the highest price that would be paid for the entire common equity interest in Coachmen on a going-concern basis in a single arm’s-length transaction between a willing buyer and a willing seller (neither acting under compulsion), using valuation techniques then prevailing in the securities industry and always determined in accordance with the Valuation Procedures, and assuming full disclosure and understanding of all relevant information and a reasonable period of time for effectuating such sale.  For the purposes of determining the Market Value, (a) the exercise price of options or warrants to acquire Common Stock which are deemed to have been exercised for the purpose of determining the number of shares of Common Stock outstanding on a Fully Diluted Basis, shall be deemed to have been received by Coachmen, (b) the liquidation preference or indebtedness, as the case may be, represented by securities which are deemed exercised for or converted into Common Stock for the purpose of determining the number of shares of Common Stock outstanding on a Fully Diluted Basis shall not be deemed to be outstanding, (c) any contract limitation in respect of the shares of Common Stock, including their transfer, voting and other rights shall not be taken into account and (d) any illiquidity arising by contract law in respect of the shares of Common Stock and any voting rights or control rights amongst the stockholders of Coachmen, shall be deemed to have been eliminated or cancelled.

“Market Value Per Share” shall mean the price per share of Common Stock obtained by dividing (a) the Market Value by (b) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) at the time of determination.

“New Warrants” shall mean the Common Stock Purchase Warrant issued to the Lender on the date hereof and initially exerciseable for 9,557,939 shares of Common Stock, and any New Warrants issued in connection with an exchange or transfer of such New Warrants.

“NASDAQ” means the NASDAQ National Market or the NASDAQ Smallcap Market.

“Organizational Documents” shall mean, with respect to any Person, each instrument or other document that (a) defines the existence of such Person, including its articles or certificate of incorporation or organization, as filed or recorded with an applicable Governmental Authority or (b) governs the internal affairs of such Person, including its by-laws or operating agreement, in each case as amended, supplemented or restated.

“Original Warrant” is defined in the Preamble.

“Other Anti-Dilution Instruments” shall mean any option, warrant, convertible security or other rights to acquire Common Stock, excluding this Warrant “W-2”, whether outstanding as of the date hereof or hereafter issued, together with any agreements relating thereto, which provide for anti-dilution or other adjustments in the number of shares of Common Stock and/or exercise or conversion price.

“Out-of-Money Options” is defined in Section 3.1(b).

“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.

“Publicly Traded” shall mean, with respect to any security, that such security is (a) listed on a domestic securities exchange, (b) quoted on NASDAQ or (c) traded in the domestic over-the-counter market, which trades are reported by the National Quotation Bureau, Incorporated.

“Requisite Holders” shall mean Holders holding Warrants or Warrant Shares representing more than 50% of all Warrant Shares issued or issuable upon exercise of the Warrants outstanding on the date of determination.

“Revolving Notes” shall have the meaning assigned thereto in the Loan Agreement.

“Tax” shall mean all taxes, charges, fees, duties, levies or other assessments, including, without limitation, income, gross receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, value added, license, payroll, unemployment, environmental, customs duties, capital stock, stamp, leasing, lease, user, transfer, fuel, excess profits, occupational and interest realization, windfall profits, severance and employees’ income withholding and Social Security taxes imposed by the United States or any foreign country or by any state, municipality, subdivision or instrumentality of the United States or of any foreign country or any other tax authority, including all applicable penalties and interest, and such term shall include any interest, penalties or additions to tax attributable to such Taxes.

“Tranche B Notes” shall have the meaning assigned thereto in the Loan Agreement.

“Unexercised Discount” shall mean, on any given date, the number of shares of Common Stock subject to this Warrant calculated by multiplying (a) the number of Out-of-Money Options that have not been exercised as of such date by (b) twenty-percent (20%).

“Valuation Procedures” shall mean, with respect to the determination of any amount or value required to be determined in accordance with such procedure, a determination (which shall be final and binding on Coachmen and the Holders) made (a) by agreement among Coachmen and the Requisite Holders within thirty (30) days following the event requiring such determination or (b) in the absence of such an agreement, an Appraiser (as defined below) selected in accordance with the further provisions of this section.  If required, an Appraiser shall be selected within ten (10) days following the expiration of the 30-day period referred to above, either by agreement among Coachmen and the Requisite Holders or, in the absence of such agreement, by lot from a pool of four potential Appraisers remaining after Coachmen nominates three, the Requisite Holders nominate three, and each side eliminates one potential Appraiser.  The selected Appraiser shall be instructed by Coachmen and the Requisite Holders to make its determination within thirty (30) days of its selection.  With respect to a determination of Market Value, if Coachmen’s Board of Directors is unable to determine a valuation, then the fees and expenses of an Appraiser selected hereunder shall be borne entirely by Coachmen.  In all other instances, the fees and expenses of the Appraiser shall be borne fully by the party whose amount or value determination is furthest from the valuation determined by the Appraiser.  All amounts payable by the Holders shall be payable on a pro rata basis.  As used herein, “Appraiser” shall mean (a) with respect to a determination of Market Value, Grant Thornton LLP, or another nationally-recognized accounting firm if such firm is unable to serve in such capacity, and (b) with respect to any other valuation required hereunder, Grant Thornton LLP, or another firm of the type generally considered to be qualified in making determinations of the type required if such firm is unable to serve in such capacity.  In no event, however, will more than one Appraiser be selected to make a determination hereunder.  The determination made by the Appraiser shall be final, conclusive and binding on the parties.

“Warrant” or “Warrants” means this Warrant (and not the New Warrants) and any Warrant issued in connection with an exchange or transfer of this Warrant or in replacement of this Warrant.

“Warrant Register” is defined in Section 2.1.

“Warrant Shares” means the shares of Common Stock issued or issuable upon exercise of a Warrant (but not a New Warrant) in accordance with Section 3.1 and any securities of Coachmen distributed or issued with respect thereto by way of a stock dividend, stock split or in connection with a combination of shares, recapitalization, merger, consolidation, reorganization or otherwise.  As used in this Warrant, the phrase “Warrant Shares then held” by any Holder or Holders shall mean Warrant Shares held at the time of determination by such Holder or Holders, and shall include Warrant Shares issuable upon exercise of Warrants held at the time of determination by such Holder or Holders.

1.2           Interpretation.  Unless the context of this Warrant clearly requires otherwise, references to the plural include the singular, to the singular include the plural, and to the part include the whole.  The term “including” is not limiting and the term “or” has the inclusive meaning represented by the term “and/or.”  The words “hereof,” “herein,” “hereunder,” and similar terms in this Warrant refer to this Warrant as a whole and not to any particular provision of this Warrant. References to “Articles”, “Sections,” “Subsections,” “Exhibits,” and “Schedules” are to Articles, Sections, Subsections, Exhibits and Schedules, respectively, of this Warrant, unless otherwise specifically provided.  Terms defined herein may be used in the singular or the plural.  Any capitalized terms used herein which are not specifically defined herein have the meaning given to them in the Loan Agreement.

SECTION 2.                      FORM; EXCHANGE FOR WARRANTS; TRANSFER; TAXES

2.1           Warrant Register.  Each Warrant issued, exchanged or transferred pursuant to the Loan Agreement shall be registered in a warrant register (the “Warrant Register”).  The Warrant Register shall set forth the number of each Warrant, the name and address of the holder thereof (a “Holder”), and the original number of Warrant Shares purchasable upon the exercise thereof.  The Warrant Register will be maintained by Coachmen and will be available for inspection by any Holder at the principal office of Coachmen or such other location as Coachmen may designate to the Holders in the manner set forth in Section 5.2 hereof.  Coachmen shall be entitled to treat the Holder of any Warrant as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person.

2.2           Exchange of Warrants.

(a)           A Holder may exchange a Warrant for another Warrant or Warrants of like kind and tenor representing in the aggregate the right to purchase the same number of Warrant Shares that could be purchased pursuant to the Warrant being so exchanged.  In order to effect an exchange permitted by this Section 2.2, the Holder shall deliver to Coachmen such Warrant accompanied by an Exchange Form in the form attached hereto as Annex 3 signed by the Holder thereof specifying the number and denominations of Warrants to be issued in such exchange and the names in which such Warrants are to be issued.  Within ten (10) Business Days of receipt of such a request, Coachmen shall issue, register and deliver to the Holder thereof each Warrant to be issued in such exchange.

(b)           Upon receipt of evidence reasonably satisfactory to Coachmen (an affidavit of the Holder being satisfactory) of the ownership and the loss, theft, destruction or mutilation of any Warrant, and in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to Coachmen (an agreement by the Holder being satisfactory) or, in the case of any such mutilation, upon surrender of such Warrant, Coachmen shall (at its expense) execute and deliver in lieu of such Warrant a new Warrant of like kind and tenor representing the same rights represented by and dated the date of such lost, stolen, destroyed or mutilated Warrant.  Any such new Warrant shall constitute an original contractual obligation of Coachmen, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by any Person.

(c)           Coachmen shall pay all Taxes (other than any applicable income or similar Taxes payable by a Holder of a Warrant) attributable to an exchange of a Warrant pursuant to this Section 2.2; provided, however, that Coachmen shall not be required to pay any Tax which may be payable in respect of any transfer involved in the issuance of any Warrant in a name other than that of the Holder of the Warrant being exchanged.

2.3           Transfer of Warrant.

(a)           Subject to Section 2.3(c) hereof, each Warrant and the rights thereunder may be transferred by the Holder thereof by delivering to Coachmen such Warrant accompanied by a properly completed Assignment Form in the form of Annex 2.  Within ten (10) Business Days of receipt of such Assignment Form Coachmen shall issue, register and deliver to the Holder, subject to Section 2.3(c) hereof, a new Warrant or Warrants of like kind and tenor representing in the aggregate the right to purchase the same number of Warrant Shares that could be purchased pursuant to the Warrant being transferred.  If a Warrant is to be transferred on behalf of a Holder by an attorney, the original power of attorney, duly approved, or a copy thereof, duly certified, shall be deposited and remain with Coachmen.  In the case of any transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced and may be required to be deposited and remain with Coachmen in its discretion.

(b)           Each Warrant issued in accordance with this Section 2.3 shall bear the restrictive legend set forth on the face of this Warrant, unless the Holder or transferee thereof supplies to Coachmen an opinion of counsel, reasonably satisfactory to Coachmen, that the restrictions described in such legend are no longer applicable to such Warrant.

(c)           The transfer of Warrants and Warrant Shares shall be permitted, so long as such transfer is pursuant to a transaction that complies with, or is exempt from, the provisions of the Securities Act, and Coachmen may require an opinion of counsel (which may be internal counsel to a Holder) in form and substance reasonably satisfactory to it to such effect prior to effecting any transfer of Warrants or Warrant Shares.

SECTION 3.                      EXERCISE OF WARRANT; EXCHANGE FOR WARRANT SHARES.

3.1           Exercise of Warrants.

(a)           On any Business Day prior to the Expiration Date, a Holder may exercise a Warrant, net of the Unexercised Discount, in whole or in part, by delivering to Coachmen such Warrant accompanied by a properly completed Exercise Form in the form of Annex 1 and a check in an aggregate amount equal to the product obtained by multiplying (a) the Exercise Price by (b) the number of Warrant Shares being purchased (the “Aggregate Exercise Price”); provided, however, in the event any Holder exercises a Warrant in connection with or immediately prior to a sale by such Holder of Warrant Shares, in lieu of paying the aggregate Exercise Price therefor, such Holder may elect to effect a cashless exercise of the Warrant by receiving that number of Warrant Shares which is equal to the number of shares for which the Warrant is being exercised less the number of shares having an aggregate Market Price equal to the Aggregate Exercise Price.  For purposes of this Section 3.1(a), the Market Price referred to in the previous sentence shall be the actual per share price at which such Holder sold such Warrant Shares; provided that the sale was not to an affiliate and was otherwise arms-length.  Any partial exercise of a Warrant shall be for a whole number of Warrant Shares only.

(b)           On the date hereof, Coachmen has outstanding options to acquire 78,900 shares of Common Stock with exercise prices greater than $10, as set forth on Annex 4 (as adjusted for stock splits, etc., the “Out-of-Money Options”).  The parties intend that the number of shares of Common Stock subject to this Warrant will be reduced by twenty percent (20%) of the Out-of-Money Options that are not exercised.  Consequently, as the holders of the Out-of-Money Options exercise such options, from time to time (i) the Unexercised Discount will decline and (ii) the number of shares of Common Stock subject to this Warrant will increase.

3.2           Issuance of Common Stock.

(a)           Within ten (10) Business Days following the delivery date (the “Delivery Date”) of (i) an Exercise Form in accordance with Section 3.1(a), (ii) a Warrant and (iii) any required payments of the Aggregate Exercise Price, Coachmen shall issue and deliver to the Holder a certificate or certificates, registered in the name or names set forth on such notice, representing the Warrant Shares being purchased or to be received upon such exercise.

(b)           If a Holder shall exercise or exchange a Warrant for less than all of the Warrant Shares that could be purchased or received thereunder, Coachmen shall issue to the Holder, within ten (10) Business Days of the Delivery Date, a new Warrant of like kind and tenor to such Warrant evidencing the right to purchase the remaining Warrant Shares.  Each Warrant surrendered pursuant to Section 3.1(a) shall be canceled.

(c)           Coachmen shall not be required to issue fractional shares of Common Stock upon the exercise or exchange of a Warrant.  If any fraction of a share of Common Stock would be issuable on the exercise or exchange of any Warrant, Coachmen may, in lieu of issuing such fractional share, pay to such Holder for any such fraction of a share an amount in cash equal to the product obtained by multiplying (i) such fraction by (ii) the Market Price in effect on the Delivery Date.

(d)           Coachmen shall pay all Taxes (other than any applicable income Taxes payable by a Holder of a Warrant) attributable to the initial issuance of Warrant Shares upon the exercise or exchange of a Warrant; provided, however, that Coachmen shall not be required to pay any Tax that might be payable in respect of any transfer involved in the issuance of a Warrant or certificate for Warrant Shares in a name other than that of the Holder of the Warrant being exercised or exchanged.

(e)           If permitted by Applicable Law, the person in whose name any certificate for shares of Common Stock is issued upon exercise or exchange of a Warrant shall for all purposes be deemed to have become the holder of record of such shares on the Delivery Date, irrespective of the date of delivery of such certificate, except that, if the Delivery Date is a date when the stock transfer books of Coachmen are closed, such person shall be deemed to have become the holder of record of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

(f)           Coachmen shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant, the maximum number of shares of Common Stock deliverable upon the (i) exercise of all outstanding Warrants and New Warrants and (ii) conversion of all outstanding Tranche B Notes.  Upon the exercise of any Warrant, Coachmen shall issue shares of Common Stock that will be duly authorized, validly issued, fully paid and nonassessable and free from all Taxes, liens, charges and security interests.

3.3           Adjustment to Exercise Price and Number of Warrant Shares.  On the Closing Date, the Original Warrant could be exercised for up to 6,654,855 shares of Common Stock.  As a result of the issuance of the New Warrants, the adjustments to the conversion price of the Tranche B Note on the date hereof, and the amendments to the Original Warrant reflected herein, this Warrant can now be exercised for up to 10,925,926 shares of Common Stock.  The number of Warrant Shares purchasable upon exercise of this Warrant shall be subject to further adjustment from time to time in accordance with this Section 3.3.

(a)           Adjustment upon Issuance of Common Stock.  Except as provided for in Section 3.3(b) hereof, if Coachmen at any time or from time to time after the Closing Date issues any additional Common Stock (including without limitation issuances of any options, warrants or similar rights to purchase Common Stock or securities convertible into or exchangeable for Common Stock), and such additional Common Stock causes more than 16,403,409 shares of Common Stock to be outstanding on a Fully-Diluted Basis, then, and thereafter successively upon each such issuance, the number of Warrant Shares that may be obtained by Holders upon exercise of their Warrants shall forthwith be increased to allow the Holders to receive the same percentage of the total Common Stock outstanding on a Fully-Diluted Basis after the issuance of such additional Common Stock as they would have been able to receive upon exercise of the Warrants immediately prior to the issuance of such additional Common Stock.

(b)           Subdivisions or Combinations of Common Stock.  If, at any time after the Closing Date, (i) the number of shares of Common Stock outstanding is increased by a dividend or other distribution payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock or (ii) the number of shares of Common Stock outstanding is decreased by a combination or reverse stock split of shares of Common Stock, then, in each case, effective as of the effective date of such event retroactive to the record date, if any, of such event, (A) the Exercise Price shall be adjusted to a price determined by multiplying (1) the Exercise Price in effect immediately prior to such event by (2) a fraction, the (x) numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the (y) denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such event, and (B) the number of Warrant Shares subject to purchase upon the exercise of any Warrant shall be adjusted effective at such time, to a number determined by multiplying (1) the number of Warrant Shares subject to purchase upon the exercise of such Warrant immediately prior to such event by (2) a fraction, the (x) numerator of which shall be the number of shares of Common Stock outstanding after giving effect to such event and the (y) denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such event.

(c)           Capital Reorganization or Capital Reclassifications.  If, at any time after the Closing Date, there shall be any capital reorganization or any reclassification of the capital stock of Coachmen (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), then in each case Coachmen shall cause effective provision to be made so that each Warrant shall, effective as of the effective date of such event retroactive to the record date, if any, of such event, be exercisable or exchangeable for the kind and number of shares of stock, other securities, cash or other property to which a holder of the number of shares of Common Stock deliverable upon exercise or exchange of such Warrant would have been entitled upon such reorganization or reclassification and any such provision shall include adjustments in respect of such stock, securities or other property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant with respect to such Warrant.

(d)           Consolidations and Mergers.  If, at any time after the date hereof, Coachmen shall consolidate with, merge with or into, or sell all or substantially all of its assets or property to another Person, then Coachmen shall cause effective provision to be made so that each Warrant shall, effective as of the effective date of such event retroactive to the record date, if any, of such event, be exercisable or exchangeable for the kind and number of shares of stock, other securities, cash or other property to which a holder of the number of shares of Common Stock deliverable upon exercise or exchange of such Warrant would have been entitled upon such event.

(e)           Notice; Calculations; Etc.  Whenever the Exercise Price and the number of Warrant Shares shall be adjusted as provided in this Section 3.3, Coachmen shall provide to each Holder a statement, signed by an Executive Officer, describing in detail the facts requiring such adjustment and setting forth a calculation of the Exercise Price and the number of Warrant Shares applicable to each Warrant after giving effect to such adjustment.  All calculations under this Section 3.3 shall be made to the nearest one hundredth of a cent or to the nearest one-tenth of a share, as the case may be.

(f)           Certain Adjustments.

(i)           Coachmen may make such reductions in the Exercise Price or increase in the number of Warrant Shares to be received by any Holder upon the exercise or exchange of a Warrant, in addition to those adjustments required by this Section 3.3, as it deems advisable in order for any of the following not to result in the imposition of Taxes:  (A) any consolidation or subdivision of the Common Stock, (B) any issuance wholly for cash of any shares of Common Stock, (C) any issuance wholly for cash of shares of Common Stock or securities that by their terms are convertible into or exchangeable for shares of Common Stock, (D) any stock dividend or (E) any issuance of rights, options or warrants hereinafter made by Coachmen to the holders of its Common Stock.

(ii)           In the event that Coachmen in any manner issues or grants options or convertible securities, or any other transaction, circumstances or events occur that give rise to anti-dilution adjustments under Other Anti-Dilution Instruments, then Coachmen shall promptly make proportional, equitable and corresponding adjustments in the number of shares of Common Stock issuable upon exercise of the Warrants to protect the Holders against dilution as a result of such events.

(g)           Excluded Transactions.  Notwithstanding any other provision of this Warrant, no adjustment shall be made pursuant to this Section 3.3 in respect of Warrant Shares issued pursuant to the Warrants or the New Warrants.

(h)           Adjustment Rules.  Any adjustments pursuant to this Section 3.3 shall be made successively whenever an event referred to herein shall occur, except that, notwithstanding any other provision of this Section 3.3, no adjustment shall be made to the number of shares of Common Stock or to the Exercise Price if such adjustment represents less than 1% of the number of shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of shares to be so delivered.

SECTION 4.                      CERTAIN OTHER RIGHTS

4.1           Payments in Respect of Dividends and Distributions.  If, at any time prior to the earlier of the Expiration Date, Coachmen pays any dividend or makes any distribution (whether in cash, property or securities of Coachmen) on its capital stock that does not result in an adjustment under Section 3 hereof, then Coachmen shall simultaneously pay to the Holder of each Warrant, the dividend or distribution that would have been paid to such Holder on the Warrant Shares receivable upon the exercise in full of such Warrant had such Warrant been fully exercised immediately prior to the record date for such dividend or distribution or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividend or distribution are to be determined.

4.2           Fiduciary Duties of Coachmen.  Coachmen and its directors shall owe the holders of the Warrants the same fiduciary duties that Coachmen and its directors would owe to the Warrant Shares underlying the Warrants.

SECTION 5.                      MISCELLANEOUS.

5.1           Relation to Other Agreements.  Coachmen hereby acknowledges and agrees that Warrant Shares will be entitled to those registration rights set forth in the Registration Rights Agreement, dated October 27, 2009, by and between the Lender and Coachmen, as amended on the date hereof.

5.2           Notices. All notices, demands and requests of any kind to be delivered to any party hereto in connection with this Warrant shall be in writing (a) delivered personally, (b) sent by nationally-recognized overnight courier, (c) sent by first class, registered or certified mail, return receipt requested or (d) sent by facsimile, in each case to such party at its address as follows:

(a) if to Coachmen, to:

Coachmen Industries, Inc.

2831 Dexter Drive

Elkhart, Illinois  46514

Attention: Chief Executive Officer, General Counsel

Telephone: (574) 266-2509

Facsimile: (574) 266-3046

(b) if to the Lender, to:

H.I.G. All American, LLC

1001 Brickell Bay Drive

27th Floor

Miami, Florida  33131

Attention: Matt Sanford

Telephone: (305) 379-2322

Facsimile: (305) 379-3655

with a copy to (which shall not

constitute notice):

White & Case LLP

Wachovia Financial Center

200 South Biscayne Boulevard, Suite 4900

Miami, Florida  33131

Attention: Jorge L. Freeland

Telephone: (305) 995-5247

Facsimile: (305) 358-5744

If to any other Holder, the address indicated for such Holder in Coachmen’s Warrant Register.

Any notice, demand or request so delivered shall constitute valid notice under this Warrant and shall be deemed to have been received (a) on the day of actual delivery in the case of personal delivery, (b) on the next Business Day after the date when sent in the case of delivery by nationally-recognized overnight courier, (d) on the fifth Business Day after the date of deposit in the U.S. mail in the case of mailing or (e) upon receipt in the case of a facsimile transmission.  Any party hereto may from time to time by notice in writing served on the other as aforesaid designate a different mailing address or a different Person to which all such notices, demands or requests thereafter are to be addressed.

5.3           No Voting Rights: Limitations of Liability.  No Warrant shall entitle the Holder thereof to any voting rights or, except as otherwise provided in Section 4.2 and elsewhere herein, other rights of a stockholder of Coachmen.  No provision hereof, in the absence of affirmative action by a Holder to purchase Warrant Shares, and no enumeration herein of the rights or privileges of a Holder shall give rise to any liability of such Holder for the Exercise Price of Warrant Shares acquirable by exercise hereof or as a stockholder of Coachmen.

5.4           Amendments and Waivers.  Any provision of this Warrant or the Warrants issued to the other Lenders may be amended or waived, but only pursuant to a written agreement signed by Coachmen and the Requisite Holders.  Upon an amendment, this Warrant and any Warrants issued to other Holders shall be similarly amended to reflect such amendment or modification.

5.5           Severability.  Any provision of this Warrant that is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Warrant affecting the validity or enforceability of such provision in any other jurisdiction.

5.6           Specific Performance.  Each Holder shall have the right to specific performance by Coachmen of the provisions of this Warrant, in addition to any other remedies it may have at law or in equity.  Coachmen hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against Coachmen for specific performance of this Warrant by the Holders of the Warrants or Warrant Shares.

5.7           Binding Effect.  This Warrant shall be binding upon and inure to the benefit of Coachmen, each Holder and their respective successors and assigns.

5.8           Counterparts.  This Warrant may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.  This Warrant shall become effective when counterparts hereof executed on behalf of Coachmen and the initial Holder shall have been received.

5.9           Entire Agreement.  This Warrant constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

5.10           Governing law: Submission to Jurisdiction.  THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES AND PRINCIPLES.  THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN MIAMI-DADE COUNTY, FLORIDA FOR THE PURPOSE OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS WARRANT, AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT ANY PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS WARRANT. COACHMEN FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF FLORIDA.

5.11           Headings.  The various headings of this Warrant are inserted for convenience only and shall not affect the meaning or interpretation of this Warrant or any provisions hereof or thereof.

5.12           Expenses.  Coachmen shall promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all reasonable fees, expenses and costs relating hereto, including, but not limited to, (a) the cost of reproducing this Warrant, (b) the fees and disbursements of counsel to the Holder in preparing this Warrant, (c) all transfer, stamp, documentary or other similar Taxes, assessments or charges levied by any governmental or revenue authority in respect hereof or any other document referred to herein, (d) fees and expenses (including, without limitation, reasonable attorneys’ fees) incurred in respect of the enforcement by Holders of the rights granted to Holders under this Warrant, and (e) the expenses relating to the consideration, negotiation, preparation or execution of any amendments, waivers or consents requested by Coachmen pursuant to the provisions hereof, whether or not any such amendments, waivers or consents are executed.

5.13           Attorneys’ Fees.  In any action or proceeding brought by a party to enforce any provision of this Warrant, the prevailing party shall be entitled to recover the reasonable costs and expenses incurred by it in connection with that action or proceeding (including, but not limited to, attorneys’ fees).

5.14           Filings.  Coachmen shall, at its own expense, promptly execute and deliver, or cause to be executed and delivered, to any holder of Warrants all applications, certificates, instruments and all other documents and papers that such holder of Warrants may reasonably request in connection with the obtaining of any consent, approval, qualification, or authorization of any Federal, provincial, state or local government (or any agency or commission thereof) necessary or appropriate in connection with, or for the effective exercise of, any Warrants then held by such holder.

5.15           Other Transactions.  Nothing contained herein shall preclude any Holder from engaging in any transaction, in addition to those contemplated by this Warrant, with Coachmen or any of its affiliates that is not expressly prohibited hereunder.

5.16           Waiver of Jury Trial.  THE HOLDERS AND COACHMEN HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS WARRANT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE HOLDERS OR COACHMEN.  COACHMEN ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDERS ENTERING INTO THIS WARRANT.

MIAMI 866458 (2K)

IN WITNESS WHEREOF, Coachmen and the Holder have caused this Amended and Restated Common Stock Purchase Warrant to be duly executed as of the day and year first above written.

  H.I.G. ALL AMERICAN, LLC       By:  /s/ Fabian de Armas   Title:  Vice President     COACHMEN INDUSTRIES, INC.       By:  /s/ Richard M. Lavers   Title:  Chief Executive Officer

MIAMI 866458 (2K)

ANNEX 1

ELECTION TO EXERCISE FORM

(To Be Executed By The Holders of This Warrant

In Order to Exercise This Warrant)

The undersigned hereby irrevocably elects to exercise the right to purchase __________ shares of Common Stock of Coachmen covered by this Warrant according to the conditions hereof and herewith makes payment of the Exercise Price of such shares in full.

Signature

Address

Dated:           

MIAMI 866458 (2K)

ANNEX 2

ASSIGNMENT FORM

(To Be Executed By The Holder of This Warrant

In Order to Assign This Warrant Certificate)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________ this Warrant and all rights evidenced thereby and does irrevocably constitute and appoint ___________________, attorney, to transfer the said Warrant on the books of Coachmen.

Signature

Address

Dated:           

MIAMI 866458 (2K)

ANNEX 3

EXCHANGE FORM

(To Be Executed By The Holder of This Warrant

In Order to Assign This Warrant Certificate)

The undersigned hereby irrevocably elects to exchange this Warrant to purchase ___________ shares of Common Stock of Coachmen Industries, Inc. covered by this Warrant for ___________ Warrants to purchase the denominations of shares of Common Stock set forth below to the persons named and hereby sells, assigns and transfers unto such persons that portion of this Warrant represented by such new Warrants and all rights evidenced thereby and does irrevocably constitute and appoint ____________________, attorney, to exchange and transfer this Warrant as aforesaid on the books of Coachmen.

Number of Warrant Shares                                                                                                Assignee

Signature

Address

FOR USE BY COACHMEN ONLY:

This Warrant No. __ cancelled (or transferred or exchanged) this ________ day of _____________, _____________ shares of ___ Common Stock issued therefor in the name of ____ ___________ Warrant No. ___ for _________ shares of Common Stock in the name of _________________________.

Dated:           

MIAMI 866458 (2K)

ANNEX 4

OUT-OF-MONEY OPTIONS

Name	Grant Date	Expiration Date	Shares	Exercise Price
Geoffrey Bloom	5/3/2001	5/3/2011	1,000	$10.50
Geoffrey Bloom	5/2/2002	5/2/2012	1,000	$18.68
Geoffrey Bloom	5/1/2003	5/1/2013	1,000	$12.65
Charles Bower	10/6/2000	10/6/2010	600	$10.00
Charles Bower	2/19/2002	2/19/2012	1,600	$16.50
Charles Bower	3/28/2003	3/28/2013	500	$11.18
Melanie DeMorrow	2/19/2002	2/19/2012	400	$16.50
Melanie DeMorrow	3/28/2003	3/28/2013	300	$11.18
Robert Deputy	5/3/2001	5/3/2011	1,000	$10.50
Robert Deputy	5/2/2002	5/2/2012	1,000	$18.68
Robert Deputy	5/1/2003	5/1/2013	1,000	$12.65
Gary Duncan	10/6/2000	10/3/2010	400	$10.00
Gary Duncan	2/19/2002	2/19/2012	800	$16.50
Gary Duncan	3/28/2003	3/28/2013	300	$11.18
Delven Herr	10/6/2000	10/3/2010	2,000	$10.00
Delven Herr	2/19/2002	2/19/2012	3,500	$16.50
Delven Herr	3/28/2003	3/28/2013	500	$11.18
Donald Hudler	5/3/2001	5/3/2011	1,000	$10.50
Donald Hudler	5/2/2002	5/2/2012	1,000	$18.68
Donald Hudler	5/1/2003	5/1/2013	1,000	$12.65
John Hurley	3/28/2003	3/28/2013	300	$11.50
William Johnson	5/3/2001	5/3/2011	1,000	$10.50
William Johnson	5/2/2002	5/2/2012	1,000	$18.68
William Johnson	5/1/2003	5/1/2013	1,000	$12.65
David Kurth	10/6/2000	10/6/2010	1,500	$10.00
David Kurth	8/6/2001	8/6/2011	600	$12.00
David Kurth	2/19/2002	2/19/2012	1,600	$16.50
David Kurth	3/28/2003	3/28/2013	500	$11.18
Richard Lavers	10/6/2000	10/3/2010	36,000	$10.00
Richard Lavers	2/19/2002	2/19/2012	5,500	$16.50
Richard Lavers	3/28/2003	3/28/2013	1,600	$11.18
Edwin Miller	5/3/2001	5/3/2011	1,000	$10.50
Edwin Miller	5/2/2002	5/2/2012	1,000	$18.68
Edwin Miller	5/1/2003	5/1/2013	1,000	$12.65
Jeffrey Powell	3/28/2003	3/28/2013	500	$11.18
Neil Sayers	2/19/2002	2/19/2012	3,500	$16.50
Neil Sayers	3/28/2003	3/28/2013	500	$11.18
Les Thimlar	10/6/2000	10/6/2010	600	$10.00
Les Thimlar	3/28/2003	3/28/2013	300	$11.18

MIAMI 866458 (2K)

EX-4.5

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated April 5, 2010, is entered into by and between Coachmen Industries, Inc., an Indiana corporation (“Coachmen”), and H.I.G. All American, LLC, a Delaware limited liability company (the “Lender”).  Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Registration Rights Agreement (defined below).

W I T N E S S E T H:

WHEREAS, the Lender, Coachmen, and certain of Coachmen’s direct and indirect subsidiaries (together with Coachmen, collectively, the “Borrowers”), previously entered into a Loan Agreement, dated as of October 27, 2009 (the “Loan Agreement”), pursuant to which the Lender extended a line of credit to the Borrowers under the Revolving Notes and a term loan under the Tranche B Notes (collectively, the “Notes”), and was issued Warrants exercisable into Warrant Shares representing shares of Coachmen common stock, no par value (“Common Stock”);

WHEREAS, as a material inducement to the Lender to enter into and perform the Loan Agreement, the Lender and Coachmen entered into a Registration Rights Agreement, dated October 27, 2009 (the “Registration Rights Agreement”), to provide liquidity to the Lender through registration of the issuance of the Conversion Shares and the resale of the Conversion Shares and Warrant Shares;

WHEREAS, the Lender and the Borrowers are entering into a First Amendment to Loan Agreement on the date hereof (the “First Amendment”), pursuant to which the Lender is waiving certain Specified Defaults (as defined in the First Amendment) of the Borrowers and Coachmen is issuing to the Lender additional Warrants (the “New Warrants”) exercisable into additional Warrant Shares;

WHEREAS, as a material inducement to the Lender to enter into the First Amendment and as a condition precedent to the effectiveness thereof, Coachmen has agreed to enter into this Amendment for the purpose of providing Holders the same registration rights with respect to the additional Warrant Shares issuable upon exercise of the New Warrants as are applicable to the Warrant Shares issuable upon exercise of the existing Warrants.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.Amendments to Section 1.1 of the Registration Rights Agreement.  Section 1.1 of the Registration Rights Agreement is hereby amended as provided in (a) through (g) below.

(a)The definition of “Warrants” is hereby amended and restated so that it reads, in its entirety, as follows:

“Warrants” shall mean, collectively, the (a) Amended and Restated Common Stock Purchase Warrant originally issued to the Lender on October 27, 2009 and amended and restated on the date hereof and (b) Common Stock Purchase Warrant issued to the Lender on the date hereof pursuant to the First Amendment, and in either case shall include all replacements and renewals hereafter issued by Coachmen in substitution or exchange for any thereof.

(b)The definition of “Warrant Shares” is hereby amended and restated so that it reads, in its entirety, as follows:

“Warrant Shares” shall mean the shares of Coachmen common stock, no par value, issued or issuable upon exercise of any of the Warrants, and any securities of Coachmen distributed or issued with respect thereto by way of a stock dividend, stock split or in connection with a combination of shares, recapitalization, merger, consolidation, reorganization or otherwise.

SECTION 2.References to and Effect Upon the Registration Rights Agreement and the Other Transaction Documents.

(a)Except as specifically modified hereby, all terms, conditions, covenants and other provisions contained in the Registration Rights Agreement, and all rights of the Holders thereunder, remain in full force and effect.  Coachmen hereby confirms that the Registration Rights Agreement is in full force and effect and that it has no defense, claim or counterclaim with respect to any of its obligation thereunder.

(b)Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly amend, modify or operate as a waiver of any provision of the Registration Rights Agreement or any right, power or remedy of the Holders, as applicable.

(c)From and after the date hereof, the term “Registration Rights Agreement” in the Loan Agreement and any other Transaction Document (as defined in the Loan Agreement) shall mean the Registration Rights Agreement, as amended by this Amendment.

SECTION 3.Miscellaneous.

(a)Counterparts.  This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.  Delivery of the executed counterpart of this Amendment by telecopy or electronic mail shall be as effective as delivery of a manually executed counterpart to this Amendment.

(b)Severability.  The illegality or unenforceability of any provision of this Amendment or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Amendment or any instrument or agreement required hereunder.

(c)Captions.  Section captions used in this Amendment are for convenience only, and shall not affect the construction of this Amendment.

(d)Governing Law.  This Amendment shall be governed by and construed and interpreted in accordance with 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.

[Signature pages follow]

MIAMI 866574 (2K)

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Registration Rights Agreement to be duly executed as of the date and year first above written.

 COACHMEN INDUSTRIES, INC.

 By:  /s/ Richard M. Lavers

 Name:  Richard M. Lavers

 Title:  Chief Executive Officer

 H.I.G. ALL AMERICAN, LLC

 By:  /s/ Fabian de Armas

 Name:  Fabian de Armas

 Title:  Vice President

MIAMI 866574 (2K)

EX-4.6

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM, OR OTHERWISE IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT.  IN ADDITION, THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE LIMITATIONS ON TRANSFER SET FORTH IN THE LOAN AGREEMENT REFERRED TO HEREIN.  A COPY OF THE LOAN AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF COACHMEN AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO COACHMEN.

COACHMEN INDUSTRIES, INC.

No. W-3

COMMON STOCK PURCHASE WARRANT

 Warrant to Purchase

 9,557,939 shares

 of Common Stock

 April 5, 2010

This Common Stock Purchase Warrant (this “Warrant”) certifies that, for value received, H.I.G. All American, LLC (the “Lender”) is entitled to purchase from Coachmen Industries, Inc., an Indiana corporation (“Coachmen”), up to 9,557,939 shares of common stock, no par value per share (the “Common Stock”), at the price (the “Exercise Price”) of $.00001 per share, at any time or from time to time during the period commencing on the date hereof and ending at 5:00 P.M. on the tenth anniversary of the date hereof (the “Expiration Date”).

This Warrant has been issued pursuant to a First Amendment to Loan Agreement entered into on the date hereof by the Lender, Coachmen, and the direct and indirect subsidiaries of Coachmen party thereto (the “First Amendment”), for the purpose of waiving certain defaults of Coachmen and its subsidiaries under, and amending certain terms and provisions of, the Loan Agreement, dated October 27, 2009, by and among the Lender, Coachmen and such subsidiaries (the “Loan Agreement”).  This Warrant is subject to the terms and conditions, and entitled to the benefits, of the Loan Agreement (as amended by the First Amendment), including provisions providing certain information and other rights.  This Warrant is also entitled to the rights and privileges of that certain Registration Rights Agreement, dated October 27, 2009, by and between Coachmen and the Lender, as amended on the date hereof.  Copies of the Loan Agreement and Registration Rights Agreement are available for inspection at the principal office of Coachmen and will be furnished without charge to the Holder upon written request to Coachmen. Capitalized terms used herein and not defined shall have the meanings set forth in the Loan Agreement.

SECTION 1                      DEFINITIONS; INTERPRETATION.  As used in this Warrant, the following terms shall have the following meanings:

1.1           Definitions.

“Aggregate Exercise Price” is defined in Section 3.1(a).

“Applicable Law” shall mean all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates or orders of any Governmental Authority applicable to the Person in question or any of its assets or property, and all judgments, injunctions, orders and decrees of all courts and arbitrators in proceedings or actions in which the Person in question is a party or by which any of its assets or properties are bound.

“Assignment Form” shall mean the assignment form attached as Annex 2 hereto.

“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.

“Coachmen” is defined in the Preamble.

“Common Stock” shall mean the (a) common stock, no par value per share of Coachmen, and (b) any securities issued or issuable with respect to the capital stock referred to in clause (a) above by way of stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization.

“Delivery Date” is defined in Section 3.2.

“Exchange Form” shall mean the exchange form attached as Annex 3 hereto.

“Executive Officer” shall mean, with respect to Coachmen, its President, Chief Financial Officer or Treasurer.

“Exercise Form” shall mean the exercise form attached as Annex 1 hereto.

“Exercise Price” shall mean $.00001 per share of Common Stock, subject to adjustment from time to time in the manner provided in Section 3.3.

“Existing Warrants” shall mean the Amended and Restated Common Stock Purchase Warrant originally issued to the Lender on October 27, 2009 and amended and restated on the date hereof, and any Existing Warrant issued in connection with an exchange or transfer of such Existing Warrant or in replacement of such Existing Warrant.

“Expiration Date” is defined in the Preamble.

“First Amendment” is defined in the Preamble.

“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; (b) all shares of Common Stock issuable upon the exercise of any option, warrant (including the Warrants and the Existing 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.”

“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.

“Holder” is defined in Section 2.1.

“Lender” is defined in the Preamble.

“Loan Agreement” is defined in the Preamble.

“Market Price” means, with respect to a share of Common Stock on any Business Day:

(a)           if the Common Stock is Publicly Traded at the time of determination, the average of the closing prices for the Common Stock on all domestic securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted on the NASDAQ as of 4:00 P.M., New York time, on such day, or if on any day such security is not quoted in the NASDAQ, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of twenty-one (21) days consisting of the day as of which “Market Price” is being determined and the twenty (20) consecutive Business Days prior to such day; or

(b)           if the Common Stock is not Publicly Traded at the time of determination then, solely for purposes of Section 3, the Market Price will be the fair value of the Common Stock as determined by the Valuation Procedures, taking into account their fiduciary duties (including the holder of this Warrant as if exercised), but if, in connection with Section 3, the Current Market Price is hereby referenced in connection with the issuance or sale (or deemed issuance or sale) of Common Stock to an Affiliate of Coachmen, then the Market Price shall be the Market Value Per Share; and for all other purposes, including for purposes of Section 4, the Market Price shall be the Market Value Per Share.

“Market Value” means the highest price that would be paid for the entire common equity interest in Coachmen on a going-concern basis in a single arm’s-length transaction between a willing buyer and a willing seller (neither acting under compulsion), using valuation techniques then prevailing in the securities industry and always determined in accordance with the Valuation Procedures, and assuming full disclosure and understanding of all relevant information and a reasonable period of time for effectuating such sale.  For the purposes of determining the Market Value, (a) the exercise price of options or warrants to acquire Common Stock which are deemed to have been exercised for the purpose of determining the number of shares of Common Stock outstanding on a Fully Diluted Basis, shall be deemed to have been received by Coachmen, (b) the liquidation preference or indebtedness, as the case may be, represented by securities which are deemed exercised for or converted into Common Stock for the purpose of determining the number of shares of Common Stock outstanding on a Fully Diluted Basis shall not be deemed to be outstanding, (c) any contract limitation in respect of the shares of Common Stock, including their transfer, voting and other rights shall not be taken into account and (d) any illiquidity arising by contract law in respect of the shares of Common Stock and any voting rights or control rights amongst the stockholders of Coachmen, shall be deemed to have been eliminated or cancelled.

“Market Value Per Share” shall mean the price per share of Common Stock obtained by dividing (a) the Market Value by (b) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) at the time of determination.

“NASDAQ” means the NASDAQ National Market or the NASDAQ Smallcap Market.

“Organizational Documents” shall mean, with respect to any Person, each instrument or other document that (a) defines the existence of such Person, including its articles or certificate of incorporation or organization, as filed or recorded with an applicable Governmental Authority or (b) governs the internal affairs of such Person, including its by-laws or operating agreement, in each case as amended, supplemented or restated.

“Other Anti-Dilution Instruments” shall mean any option, warrant, convertible security or other rights to acquire Common Stock, excluding this Warrant “W-3”, whether outstanding as of the date hereof or hereafter issued, together with any agreements relating thereto, which provide for anti-dilution or other adjustments in the number of shares of Common Stock and/or exercise or conversion price.

“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.

“Publicly Traded” shall mean, with respect to any security, that such security is (a) listed on a domestic securities exchange, (b) quoted on NASDAQ or (c) traded in the domestic over-the-counter market, which trades are reported by the National Quotation Bureau, Incorporated.

“Requisite Holders” shall mean Holders holding Warrants or Warrant Shares representing more than 50% of all Warrant Shares issued or issuable upon exercise of the Warrants outstanding on the date of determination.

“Revolving Notes” shall have the meaning assigned thereto in the Loan Agreement.

“Tax” shall mean all taxes, charges, fees, duties, levies or other assessments, including, without limitation, income, gross receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, value added, license, payroll, unemployment, environmental, customs duties, capital stock, stamp, leasing, lease, user, transfer, fuel, excess profits, occupational and interest realization, windfall profits, severance and employees’ income withholding and Social Security taxes imposed by the United States or any foreign country or by any state, municipality, subdivision or instrumentality of the United States or of any foreign country or any other tax authority, including all applicable penalties and interest, and such term shall include any interest, penalties or additions to tax attributable to such Taxes.

“Tranche B Notes” shall have the meaning assigned thereto in the Loan Agreement.

“Valuation Procedures” shall mean, with respect to the determination of any amount or value required to be determined in accordance with such procedure, a determination (which shall be final and binding on Coachmen and the Holders) made (a) by agreement among Coachmen and the Requisite Holders within thirty (30) days following the event requiring such determination or (b) in the absence of such an agreement, an Appraiser (as defined below) selected in accordance with the further provisions of this section.  If required, an Appraiser shall be selected within ten (10) days following the expiration of the 30-day period referred to above, either by agreement among Coachmen and the Requisite Holders or, in the absence of such agreement, by lot from a pool of four potential Appraisers remaining after Coachmen nominates three, the Requisite Holders nominate three, and each side eliminates one potential Appraiser.  The selected Appraiser shall be instructed by Coachmen and the Requisite Holders to make its determination within thirty (30) days of its selection.  With respect to a determination of Market Value, if Coachmen’s Board of Directors is unable to determine a valuation, then the fees and expenses of an Appraiser selected hereunder shall be borne entirely by Coachmen.  In all other instances, the fees and expenses of the Appraiser shall be borne fully by the party whose amount or value determination is furthest from the valuation determined by the Appraiser.  All amounts payable by the Holders shall be payable on a pro rata basis.  As used herein, “Appraiser” shall mean (a) with respect to a determination of Market Value, Grant Thornton LLP, or another nationally-recognized accounting firm if such firm is unable to serve in such capacity, and (b) with respect to any other valuation required hereunder, Grant Thornton LLP, or another firm of the type generally considered to be qualified in making determinations of the type required if such firm is unable to serve in such capacity.  In no event, however, will more than one Appraiser be selected to make a determination hereunder.  The determination made by the Appraiser shall be final, conclusive and binding on the parties.

“Warrant” or “Warrants” means this Warrant (and not the Existing Warrants) and any Warrant issued in connection with an exchange or transfer of this Warrant or in replacement of this Warrant.

“Warrant Register” is defined in Section 2.1.

“Warrant Shares” means the shares of Common Stock issued or issuable upon exercise of a Warrant (but not an Existing Warrant) in accordance with Section 3.1 and any securities of Coachmen distributed or issued with respect thereto by way of a stock dividend, stock split or in connection with a combination of shares, recapitalization, merger, consolidation, reorganization or otherwise.  As used in this Warrant, the phrase “Warrant Shares then held” by any Holder or Holders shall mean Warrant Shares held at the time of determination by such Holder or Holders, and shall include Warrant Shares issuable upon exercise of Warrants held at the time of determination by such Holder or Holders.

1.2           Interpretation.  Unless the context of this Warrant clearly requires otherwise, references to the plural include the singular, to the singular include the plural, and to the part include the whole.  The term “including” is not limiting and the term “or” has the inclusive meaning represented by the term “and/or.”  The words “hereof,” “herein,” “hereunder,” and similar terms in this Warrant refer to this Warrant as a whole and not to any particular provision of this Warrant. References to “Articles”, “Sections,” “Subsections,” “Exhibits,” and “Schedules” are to Articles, Sections, Subsections, Exhibits and Schedules, respectively, of this Warrant, unless otherwise specifically provided.  Terms defined herein may be used in the singular or the plural.  Any capitalized terms used herein which are not specifically defined herein have the meaning given to them in the Loan Agreement.

SECTION 2.                      FORM; EXCHANGE FOR WARRANTS; TRANSFER; TAXES

2.1           Warrant Register.  Each Warrant issued, exchanged or transferred shall be registered in a warrant register (the “Warrant Register”).  The Warrant Register shall set forth the number of each Warrant, the name and address of the holder thereof (a “Holder”), and the original number of Warrant Shares purchasable upon the exercise thereof.  The Warrant Register will be maintained by Coachmen and will be available for inspection by any Holder at the principal office of Coachmen or such other location as Coachmen may designate to the Holders in the manner set forth in Section 5.2 hereof.  Coachmen shall be entitled to treat the Holder of any Warrant as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person.

2.2           Exchange of Warrants.

(a)           A Holder may exchange a Warrant for another Warrant or Warrants of like kind and tenor representing in the aggregate the right to purchase the same number of Warrant Shares that could be purchased pursuant to the Warrant being so exchanged.  In order to effect an exchange permitted by this Section 2.2, the Holder shall deliver to Coachmen such Warrant accompanied by an Exchange Form in the form attached hereto as Annex 3 signed by the Holder thereof specifying the number and denominations of Warrants to be issued in such exchange and the names in which such Warrants are to be issued.  Within ten (10) Business Days of receipt of such a request, Coachmen shall issue, register and deliver to the Holder thereof each Warrant to be issued in such exchange.

(b)           Upon receipt of evidence reasonably satisfactory to Coachmen (an affidavit of the Holder being satisfactory) of the ownership and the loss, theft, destruction or mutilation of any Warrant, and in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to Coachmen (an agreement by the Holder being satisfactory) or, in the case of any such mutilation, upon surrender of such Warrant, Coachmen shall (at its expense) execute and deliver in lieu of such Warrant a new Warrant of like kind and tenor representing the same rights represented by and dated the date of such lost, stolen, destroyed or mutilated Warrant.  Any such new Warrant shall constitute an original contractual obligation of Coachmen, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by any Person.

(c)           Coachmen shall pay all Taxes (other than any applicable income or similar Taxes payable by a Holder of a Warrant) attributable to an exchange of a Warrant pursuant to this Section 2.2; provided, however, that Coachmen shall not be required to pay any Tax which may be payable in respect of any transfer involved in the issuance of any Warrant in a name other than that of the Holder of the Warrant being exchanged.

2.3           Transfer of Warrant.

(a)           Subject to Section 2.3(c) hereof, each Warrant and the rights thereunder may be transferred by the Holder thereof by delivering to Coachmen such Warrant accompanied by a properly completed Assignment Form in the form of Annex 2.  Within ten (10) Business Days of receipt of such Assignment Form Coachmen shall issue, register and deliver to the Holder, subject to Section 2.3(c) hereof, a new Warrant or Warrants of like kind and tenor representing in the aggregate the right to purchase the same number of Warrant Shares that could be purchased pursuant to the Warrant being transferred.  If a Warrant is to be transferred on behalf of a Holder by an attorney, the original power of attorney, duly approved, or a copy thereof, duly certified, shall be deposited and remain with Coachmen.  In the case of any transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced and may be required to be deposited and remain with Coachmen in its discretion.

(b)           Each Warrant issued in accordance with this Section 2.3 shall bear the restrictive legend set forth on the face of this Warrant, unless the Holder or transferee thereof supplies to Coachmen an opinion of counsel, reasonably satisfactory to Coachmen, that the restrictions described in such legend are no longer applicable to such Warrant.

(c)           The transfer of Warrants and Warrant Shares shall be permitted, so long as such transfer is pursuant to a transaction that complies with, or is exempt from, the provisions of the Securities Act, and Coachmen may require an opinion of counsel (which may be internal counsel to a Holder) in form and substance reasonably satisfactory to it to such effect prior to effecting any transfer of Warrants or Warrant Shares.

SECTION 3.                      EXERCISE OF WARRANT; EXCHANGE FOR WARRANT SHARES.

3.1           Exercise of Warrants.  On any Business Day prior to the Expiration Date, a Holder may exercise a Warrant, in whole or in part, by delivering to Coachmen such Warrant accompanied by a properly completed Exercise Form in the form of Annex 1 and a check in an aggregate amount equal to the product obtained by multiplying (a) the Exercise Price by (b) the number of Warrant Shares being purchased (the “Aggregate Exercise Price”); provided, however, in the event any Holder exercises a Warrant in connection with or immediately prior to a sale by such Holder of Warrant Shares, in lieu of paying the aggregate Exercise Price therefor, such Holder may elect to effect a cashless exercise of the Warrant by receiving that number of Warrant Shares which is equal to the number of shares for which the Warrant is being exercised less the number of shares having an aggregate Market Price equal to the Aggregate Exercise Price.  For purposes of this Section 3.1, the Market Price referred to in the previous sentence shall be the actual per share price at which such Holder sold such Warrant Shares; provided that the sale was not to an affiliate and was otherwise arms-length.  Any partial exercise of a Warrant shall be for a whole number of Warrant Shares only.

3.2           Issuance of Common Stock.

(a)           Within ten (10) Business Days following the delivery date (the “Delivery Date”) of (i) an Exercise Form in accordance with Section 3.1(a), (ii) a Warrant and (iii) any required payments of the Aggregate Exercise Price, Coachmen shall issue and deliver to the Holder a certificate or certificates, registered in the name or names set forth on such notice, representing the Warrant Shares being purchased or to be received upon such exercise.

(b)           If a Holder shall exercise or exchange a Warrant for less than all of the Warrant Shares that could be purchased or received thereunder, Coachmen shall issue to the Holder, within ten (10) Business Days of the Delivery Date, a new Warrant of like kind and tenor to such Warrant evidencing the right to purchase the remaining Warrant Shares.  Each Warrant surrendered pursuant to Section 3.1(a) shall be canceled.

(c)           Coachmen shall not be required to issue fractional shares of Common Stock upon the exercise or exchange of a Warrant.  If any fraction of a share of Common Stock would be issuable on the exercise or exchange of any Warrant, Coachmen may, in lieu of issuing such fractional share, pay to such Holder for any such fraction of a share an amount in cash equal to the product obtained by multiplying (i) such fraction by (ii) the Market Price in effect on the Delivery Date.

(d)           Coachmen shall pay all Taxes (other than any applicable income Taxes payable by a Holder of a Warrant) attributable to the initial issuance of Warrant Shares upon the exercise or exchange of a Warrant; provided, however, that Coachmen shall not be required to pay any Tax that might be payable in respect of any transfer involved in the issuance of a Warrant or certificate for Warrant Shares in a name other than that of the Holder of the Warrant being exercised or exchanged.

(e)           If permitted by Applicable Law, the person in whose name any certificate for shares of Common Stock is issued upon exercise or exchange of a Warrant shall for all purposes be deemed to have become the holder of record of such shares on the Delivery Date, irrespective of the date of delivery of such certificate, except that, if the Delivery Date is a date when the stock transfer books of Coachmen are closed, such person shall be deemed to have become the holder of record of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

(f)           Coachmen shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant, the maximum number of shares of Common Stock deliverable upon the (i) exercise of all outstanding Warrants and Existing Warrants and (ii) conversion of all outstanding Tranche B Notes.  Upon the exercise of any Warrant, Coachmen shall issue shares of Common Stock that will be duly authorized, validly issued, fully paid and nonassessable and free from all Taxes, liens, charges and security interests.

3.3           Adjustment to Exercise Price and Number of Warrant Shares.  The number of Warrant Shares purchasable upon exercise of each Warrant shall be subject to adjustment from time to time in accordance with this Section 3.3.

(a)           Adjustment upon Issuance of Common Stock.  Except as provided for in Section 3.3(b) hereof, if Coachmen at any time or from time to time issues any additional Common Stock (including without limitation an issuance of any options, warrants or similar rights to purchase Common Stock or securities convertible into or exchangeable for Common Stock), and such additional Common Stock causes more than 16,403,409 shares of Common Stock to be outstanding on a Fully-Diluted Basis, then, and thereafter successively upon each such issuance, the number of Warrant Shares that may be obtained by Holders upon exercise of their Warrants shall forthwith be increased to allow the Holders to receive the same percentage of the total Common Stock outstanding on a Fully-Diluted Basis after the issuance of such additional Common Stock as they would have been able to receive upon exercise of the Warrants immediately prior to the issuance of such additional Common Stock.

(b)           Subdivisions or Combinations of Common Stock.  If, at any time after the date hereof, (i) the number of shares of Common Stock outstanding is increased by a dividend or other distribution payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock or (ii) the number of shares of Common Stock outstanding is decreased by a combination or reverse stock split of shares of Common Stock, then, in each case, effective as of the effective date of such event retroactive to the record date, if any, of such event, (A) the Exercise Price shall be adjusted to a price determined by multiplying (1) the Exercise Price in effect immediately prior to such event by (2) a fraction, the (x) numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the (y) denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such event, and (B) the number of Warrant Shares subject to purchase upon the exercise of any Warrant shall be adjusted effective at such time, to a number determined by multiplying (1) the number of Warrant Shares subject to purchase upon the exercise of such Warrant immediately prior to such event by (2) a fraction, the (x) numerator of which shall be the number of shares of Common Stock outstanding after giving effect to such event and the (y) denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such event.

(c)           Capital Reorganization or Capital Reclassifications.  If, at any time after the date hereof, there shall be any capital reorganization or any reclassification of the capital stock of Coachmen (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), then in each case Coachmen shall cause effective provision to be made so that each Warrant shall, effective as of the effective date of such event retroactive to the record date, if any, of such event, be exercisable or exchangeable for the kind and number of shares of stock, other securities, cash or other property to which a holder of the number of shares of Common Stock deliverable upon exercise or exchange of such Warrant would have been entitled upon such reorganization or reclassification and any such provision shall include adjustments in respect of such stock, securities or other property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant with respect to such Warrant.

(d)           Consolidations and Mergers.  If, at any time after the date hereof, Coachmen shall consolidate with, merge with or into, or sell all or substantially all of its assets or property to another Person, then Coachmen shall cause effective provision to be made so that each Warrant shall, effective as of the effective date of such event retroactive to the record date, if any, of such event, be exercisable or exchangeable for the kind and number of shares of stock, other securities, cash or other property to which a holder of the number of shares of Common Stock deliverable upon exercise or exchange of such Warrant would have been entitled upon such event.

(e)           Notice; Calculations; Etc.  Whenever the Exercise Price and the number of Warrant Shares shall be adjusted as provided in this Section 3.3, Coachmen shall provide to each Holder a statement, signed by an Executive Officer, describing in detail the facts requiring such adjustment and setting forth a calculation of the Exercise Price and the number of Warrant Shares applicable to each Warrant after giving effect to such adjustment.  All calculations under this Section 3.3 shall be made to the nearest one hundredth of a cent or to the nearest one-tenth of a share, as the case may be.

(f)           Certain Adjustments.

(i)           Coachmen may make such reductions in the Exercise Price or increase in the number of Warrant Shares to be received by any Holder upon the exercise or exchange of a Warrant, in addition to those adjustments required by this Section 3.3, as it deems advisable in order for any of the following not to result in the imposition of Taxes:  (A) any consolidation or subdivision of the Common Stock, (B) any issuance wholly for cash of any shares of Common Stock, (C) any issuance wholly for cash of shares of Common Stock or securities that by their terms are convertible into or exchangeable for shares of Common Stock, (D) any stock dividend or (E) any issuance of rights, options or warrants hereinafter made by Coachmen to the holders of its Common Stock.

(ii)           In the event that Coachmen in any manner issues or grants options or convertible securities, or any other transaction, circumstances or events occur that give rise to anti-dilution adjustments under Other Anti-Dilution Instruments, then Coachmen shall promptly make proportional, equitable and corresponding adjustments in the number of shares of Common Stock issuable upon exercise of the Warrants to protect the Holders against dilution as a result of such events.

(g)           Excluded Transactions.  Notwithstanding any other provision of this Warrant, no adjustment shall be made pursuant to this Section 3.3 in respect of Warrant Shares issued pursuant to the Warrants.

(h)           Adjustment Rules.  Any adjustments pursuant to this Section 3.3 shall be made successively whenever an event referred to herein shall occur, except that, notwithstanding any other provision of this Section 3.3, no adjustment shall be made to the number of shares of Common Stock or to the Exercise Price if such adjustment represents less than 1% of the number of shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of shares to be so delivered.

SECTION 4.                      CERTAIN OTHER RIGHTS

4.1           Payments in Respect of Dividends and Distributions.  If, at any time prior to the earlier of the Expiration Date, Coachmen pays any dividend or makes any distribution (whether in cash, property or securities of Coachmen) on its capital stock that does not result in an adjustment under Section 3 hereof, then Coachmen shall simultaneously pay to the Holder of each Warrant, the dividend or distribution that would have been paid to such Holder on the Warrant Shares receivable upon the exercise in full of such Warrant had such Warrant been fully exercised immediately prior to the record date for such dividend or distribution or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividend or distribution are to be determined.

4.2           Fiduciary Duties of Coachmen.  Coachmen and its directors shall owe the holders of the Warrants the same fiduciary duties that Coachmen and its directors would owe to the Warrant Shares underlying the Warrants.

SECTION 5.                      MISCELLANEOUS.

5.1           Relation to Other Agreements.  Coachmen hereby acknowledges and agrees that Warrant Shares will be entitled to those registration rights set forth in the Registration Rights Agreement, dated October 27, 2009, by and between the Lender and Coachmen, as amended on the date hereof.

5.2           Notices. All notices, demands and requests of any kind to be delivered to any party hereto in connection with this Warrant shall be in writing (a) delivered personally, (b) sent by nationally-recognized overnight courier, (c) sent by first class, registered or certified mail, return receipt requested or (d) sent by facsimile, in each case to such party at its address as follows:

(a) if to Coachmen, to:

Coachmen Industries, Inc.

2831 Dexter Drive

Elkhart, Illinois  46514

Attention: Chief Executive Officer, General Counsel

Telephone: (574) 266-2509

Facsimile: (574) 266-3046

(b) if to the Lender, to:

H.I.G. All American, LLC

1001 Brickell Bay Drive

27th Floor

Miami, Florida  33131

Attention: Matt Sanford

Telephone: (305) 379-2322

Facsimile: (305) 379-3655

with a copy to (which shall not

constitute notice):

White & Case LLP

Wachovia Financial Center

200 South Biscayne Boulevard, Suite 4900

Miami, Florida  33131

Attention: Jorge L. Freeland

Telephone: (305) 995-5247

Facsimile: (305) 358-5744

If to any other Holder, the address indicated for such Holder in Coachmen’s Warrant Register.

Any notice, demand or request so delivered shall constitute valid notice under this Warrant and shall be deemed to have been received (a) on the day of actual delivery in the case of personal delivery, (b) on the next Business Day after the date when sent in the case of delivery by nationally-recognized overnight courier, (d) on the fifth Business Day after the date of deposit in the U.S. mail in the case of mailing or (e) upon receipt in the case of a facsimile transmission.  Any party hereto may from time to time by notice in writing served on the other as aforesaid designate a different mailing address or a different Person to which all such notices, demands or requests thereafter are to be addressed.

5.3           No Voting Rights: Limitations of Liability.  No Warrant shall entitle the Holder thereof to any voting rights or, except as otherwise provided in Section 4.2 and elsewhere herein, other rights of a stockholder of Coachmen.  No provision hereof, in the absence of affirmative action by a Holder to purchase Warrant Shares, and no enumeration herein of the rights or privileges of a Holder shall give rise to any liability of such Holder for the Exercise Price of Warrant Shares acquirable by exercise hereof or as a stockholder of Coachmen.

5.4           Amendments and Waivers.  Any provision of this Warrant or the Warrants issued to the other Lenders may be amended or waived, but only pursuant to a written agreement signed by Coachmen and the Requisite Holders.  Upon an amendment, this Warrant and any Warrants issued to other Holders shall be similarly amended to reflect such amendment or modification.

5.5           Severability.  Any provision of this Warrant that is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Warrant affecting the validity or enforceability of such provision in any other jurisdiction.

5.6           Specific Performance.  Each Holder shall have the right to specific performance by Coachmen of the provisions of this Warrant, in addition to any other remedies it may have at law or in equity.  Coachmen hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against Coachmen for specific performance of this Warrant by the Holders of the Warrants or Warrant Shares.

5.7           Binding Effect.  This Warrant shall be binding upon and inure to the benefit of Coachmen, each Holder and their respective successors and assigns.

5.8           Counterparts.  This Warrant may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.  This Warrant shall become effective when counterparts hereof executed on behalf of Coachmen and the initial Holder shall have been received.

5.9           Entire Agreement.  This Warrant constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

5.10           Governing law: Submission to Jurisdiction.  THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES AND PRINCIPLES.  THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN MIAMI-DADE COUNTY, FLORIDA FOR THE PURPOSE OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS WARRANT, AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT THAT ANY PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS WARRANT. COACHMEN FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF FLORIDA.

5.11           Headings.  The various headings of this Warrant are inserted for convenience only and shall not affect the meaning or interpretation of this Warrant or any provisions hereof or thereof.

5.12           Expenses.  Coachmen shall promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all reasonable fees, expenses and costs relating hereto, including, but not limited to, (a) the cost of reproducing this Warrant, (b) the fees and disbursements of counsel to the Holder in preparing this Warrant, (c) all transfer, stamp, documentary or other similar Taxes, assessments or charges levied by any governmental or revenue authority in respect hereof or any other document referred to herein, (d) fees and expenses (including, without limitation, reasonable attorneys’ fees) incurred in respect of the enforcement by Holders of the rights granted to Holders under this Warrant, and (e) the expenses relating to the consideration, negotiation, preparation or execution of any amendments, waivers or consents requested by Coachmen pursuant to the provisions hereof, whether or not any such amendments, waivers or consents are executed.

5.13           Attorneys’ Fees.  In any action or proceeding brought by a party to enforce any provision of this Warrant, the prevailing party shall be entitled to recover the reasonable costs and expenses incurred by it in connection with that action or proceeding (including, but not limited to, attorneys’ fees).

5.14           Filings.  Coachmen shall, at its own expense, promptly execute and deliver, or cause to be executed and delivered, to any holder of Warrants all applications, certificates, instruments and all other documents and papers that such holder of Warrants may reasonably request in connection with the obtaining of any consent, approval, qualification, or authorization of any Federal, provincial, state or local government (or any agency or commission thereof) necessary or appropriate in connection with, or for the effective exercise of, any Warrants then held by such holder.

5.15           Other Transactions.  Nothing contained herein shall preclude any Holder from engaging in any transaction, in addition to those contemplated by this Warrant, with Coachmen or any of its affiliates that is not expressly prohibited hereunder.

5.16           Waiver of Jury Trial.  THE HOLDERS AND COACHMEN HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS WARRANT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE HOLDERS OR COACHMEN.  COACHMEN ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDERS ENTERING INTO THIS WARRANT.

MIAMI 866464 (2K)

IN WITNESS WHEREOF, Coachmen and the Holder have caused this Common Stock Purchase Warrant to be duly executed as of the day and year first above written.

  H.I.G. ALL AMERICAN, LLC   By:  /s/ Fabian de Armas   Title:  Vice President     COACHMEN INDUSTRIES, INC.   By:  /s/ Richard M. Lavers   Title:  Chief Executive Officer

MIAMI 866464 (2K)

ANNEX 1

ELECTION TO EXERCISE FORM

(To Be Executed By The Holders of This Warrant

In Order to Exercise This Warrant)

The undersigned hereby irrevocably elects to exercise the right to purchase __________ shares of Common Stock of Coachmen covered by this Warrant according to the conditions hereof and herewith makes payment of the Exercise Price of such shares in full.

Signature

Address

Dated:           

MIAMI 866464 (2K)

ANNEX 2

ASSIGNMENT FORM

(To Be Executed By The Holder of This Warrant

In Order to Assign This Warrant Certificate)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________ this Warrant and all rights evidenced thereby and does irrevocably constitute and appoint ___________________, attorney, to transfer the said Warrant on the books of Coachmen.

Signature

Address

Dated:           

MIAMI 866464 (2K)

ANNEX 3

EXCHANGE FORM

(To Be Executed By The Holder of This Warrant

In Order to Assign This Warrant Certificate)

The undersigned hereby irrevocably elects to exchange this Warrant to purchase ___________ shares of Common Stock of Coachmen Industries, Inc. covered by this Warrant for ___________ Warrants to purchase the denominations of shares of Common Stock set forth below to the persons named and hereby sells, assigns and transfers unto such persons that portion of this Warrant represented by such new Warrants and all rights evidenced thereby and does irrevocably constitute and appoint ____________________, attorney, to exchange and transfer this Warrant as aforesaid on the books of Coachmen.

Number of Warrant Shares                                                                                                Assignee

Signature

Address

FOR USE BY COACHMEN ONLY:

This Warrant No. __ cancelled (or transferred or exchanged) this ________ day of _____________, _____________ shares of ___ Common Stock issued therefor in the name of ____ ___________ Warrant No. ___ for _________ shares of Common Stock in the name of _________________________.

Dated:           

MIAMI 866464 (2K)