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):  June 30, 2006

COACHMEN INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

INDIANA (State or other jurisdiction of incorporation or organization)	1-7160 (Commission File Number)	31-1101097 (I.R.S. Employer Identification No.)
2831 Dexter Drive, Elkhart, Indiana          (Address of Principal Executive Offices)		46514 (Zip Code)

(574) 262-0123
(Registrant's telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Extension of Credit Facility

On June 30, 2006, the Registrant entered into an Amendment No. 8 to Credit Agreement with JPMorgan Chase Bank, N.A., successor to Bank One, Indiana, N.A., amending the Registrant’s Credit Agreement with Bank One dated June 30, 2003. Amendment No.8 extends the termination of the credit facilities under the Credit Agreement to August 31, 2006. Amendment No. 8 also provides for the Registrant’s obligations under the extended credit facilities to be secured by a security interest on substantially all of the personal property of Coachmen Industries, Inc.

Sale of Florida Property

See Item 2.01 below

ITEM 2.01  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On June 30, 2006, the Registrant’s subsidiary, Gulf Coast Easy Livin’ Country, Inc., sold its Palm Shores, Brevard County, Florida property to McNamara Family Partners II, Ltd., for $2,500,000 in cash, pursuant into a Real Estate Purchase Agreement entered into the same day.

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

See “Extension of Credit Facility” under Item 1.01 above.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(a)

Not applicable.

(b)

Not Applicable

(c)

Not Applicable

(d)

Exhibits

2

Real Estate Purchase Agreement between Gulf Coast Easy Livin’ Country, Inc. and McNamara Family Partners II, Ltd.

99

Amendment No. 8 to Credit Agreement entered into June 30, 2006 among the Registrant and the Lenders named therein.

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:  June 28, 2006

By:    /s/Kathy Samovitz                                      

Kathy Samovitz, Assistant Secretary

EX-2

REAL ESTATE PURCHASE AGREEMENT

THIS IS A REAL ESTATE PURCHASE AGREEMENT (the "Agreement") between Gulf Coast Easy Livin’ Country, Inc., a Florida corporation, having its principal place of business located at 2831 Dexter Drive, Elkhart, Indiana (the "Seller"), and McNamara Family Partners II, Ltd., a Colorado limited partnership, having its principal place of business located at 13906 W. Colonial Drive, Winter Garden, Florida  (the "Buyer”).

RECITALS

WHEREAS, Seller is the owner of a parcel of real estate located at 5270 North U.S. Highway 1, South of Pineda Causeway, Palm Shores, Brevard County, Florida, which is more specifically described in Exhibit "A", and which shall be verified by a survey, as provided for herein (the "Real Estate"); and

WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from Seller the Real Estate, and the buildings located thereon, in their present condition; and

WHEREAS, Buyer presently occupies the Real Estate and operates a recreational vehicle dealership at the location; and

WHEREAS, Buyer is familiar with the Real Estate and the buildings located thereon and the condition of the same;   

AGREEMENT

NOW, THEREFORE, in consideration of the premises, the mutual promises contained herein and other consideration, the value, receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.

Sale and Purchase of Real Estate. Subject to the terms and conditions of this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer at the Closing (defined

in paragraph 3) for the Purchase Price (defined in paragraph 2) all right, title and interest of Seller in and to the Real Estate as more fully described below.

2.

Purchase Price. The purchase price is Two Million Five Hundred Thousand Dollars and 00/100 ($2,500,000) (the “Purchase Price”).

3.

Closing.

(a)

The Closing shall take place on June 27, 2006, at Gulf Atlantic Title, 925 North Courtnay Parkway, Merritt Island, Florida.  If the Closing does not occur on or before June 30, 2006, this Agreement shall be terminated unless the parties agree in writing to another Closing date.

(b)

At the Closing:

(i) Seller shall execute and deliver to Buyer a Corporate Warranty Deed conveying to Buyer fee simple title, free and clear of all liens and encumbrances.

(ii) Buyer shall pay the Purchase Price to Seller in immediately available funds, subject only to the prorations identified in Paragraph 9 below.  If Buyer is unable to tender the entire Purchase Price at Closing, then Seller is willing to accept a non-interest bearing promissory note from Buyer in an amount up to Fifty Thousand Dollars ($50,000), with the principal balance payable in equal monthly installments and the final payment due on or before December 31, 2006.

4.

Representations and Warranties of Seller. Seller represents and warrants the following to Buyer:

(a)

Seller has no actual knowledge of any suits, actions, claims, investigations, inquires or proceedings now pending against Seller which may materially and adversely affect title, use or enjoyment by Buyer of the Real Estate.

(b)

Neither the whole or any portion of the Real Estate has been condemned or otherwise taken by public authority and Seller does not have any actual knowledge that such condemnation or taking is threatened or contemplated.

(c)

Buyer shall purchase the Real Estate “AS IS” with all faults, if any.  SELLER DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTIBILITY, HABITABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  BUYER ACKNOWLEDGES THAT SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY OF

MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Moreover, Buyer acknowledges that Seller has not made any representation to Buyer that is not contained herein.

(d)

Seller represents and warrants that it is a corporation duly organized under the laws of the State of Florida and qualified to transact business in the State of Florida.  Seller further represents that it has the requisite power and corporate authority to execute, deliver and perform this Agreement.

5.

Covenants of Buyer. Buyer covenants, agrees, represents and warrants as follows:

(a)

Buyer is purchasing the Real Estate "AS IS" with all faults, if any.  BUYER ACKNOWLEDGES THAT SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Moreover, Buyer acknowledges that Seller has not made any representation to Buyer that is not contained herein.

(b)

Buyer represents and warrants that it is a limited partnership duly organized, validly existing and in good standing under the laws of the state of Colorado and qualified to transact business in the state of Florida.  Buyer further represents that it has the requisite power and corporate authority to execute, deliver and perform this Agreement.

6.

Title Insurance for Real Estate.  Seller, at its expense, has caused a recognized title insurance company to issue a commitment for title insurance, in form and content satisfactory to Buyer, showing Seller as the owner of the fee interest in the Real Estate.  Upon recording of a deed to the property, the title insurance company shall issue a policy of title insurance in the amount of the Purchase Price.  

7.

Survey.  Seller has caused, at its expense, a boundary survey to be ordered reflecting the current improvements to the property.  Seller shall cause the survey to be delivered to Buyer, at Buyer’s address, on or before June 21, 2006.

8.

Buyer’s Costs and Expenses. Buyer shall pay all costs and expenses incurred in connection with the preparation of, performance of, and compliance with all terms and conditions of this Agreement including, but not limited to, closing fees and costs, documentary

stamp taxes on the deed, the cost to record the deed and any and all costs and expenses relating in any way to financing obtained by Buyer.   

9.

Survival of Representations and Warranties. The representations and warranties set forth herein shall survive the Closing.

10.

Prorations. Property taxes and special assessments shall be prorated as of the Closing Date.  In connection with property taxes, if actual figures are not yet available, the proration will be based on the taxes for the preceding year.

10.

Notices.

(a)

Any notice, request or other communication to any party by another pursuant to this Agreement shall be in writing and delivered by (i) certified or registered mail, return receipt requested, postage prepaid, or (ii) prepaid personal delivery, and addressed as follows:

IF TO SELLER:

Gulf Coast Easy Livin’ Country, Inc.

Attn. General Counsel

Post Office Box 3300

Elkhart, Indiana 46515

IF TO BUYER:

McNamara Family Partners II, Ltd.

Attn. Donald L. McNamara

13906 West Colonial Drive

Winter Garden, Florida 34787

(b)

The date notice is given hereunder shall be the date of receipt.

(c)

Any party may, from time to time, change the person or place or both to which notices are to be delivered to it by written notice to the other party given in accordance with this section.

11.

Successors and Assigns. This Agreement is binding upon and inures to the benefit of the parties hereto and their successors and assigns.

12.

Amendments. This Agreement may not be altered, modified or amended except by a writing signed by the party against whom such alteration, modification or amendment is sought and expressly referring to this Agreement.

13.

Captions. Captions used herein are for reference purposes only and do not affect the interpretation or construction of this Agreement.

14.

Waivers. No waiver by any party of any provision hereof will be deemed a waiver of any other provision hereof or of any subsequent breach by any party of the same or any other provisions.

15.

No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto, their respective permitted successors and assigns, and no other person or entity will be entitled to rely upon or receive any benefit from this Agreement or any term hereof.

16.

Entire Agreement. This Agreement contains the complete and entire understanding between the parties respecting the transaction contemplated herein and supersedes all prior negotiations, agreements, representations, and understandings, if any, between the parties concerning such transaction.

17.

Specific Performance/Attorney’s Fees. Either party to this Agreement shall be entitled to enforce the terms of this Agreement by specific performance in the event of the default on the part of any other party with respect to any of its provisions. If legal relief is sought by either party to enforce or interpret the terms and conditions of this Agreement, the prevailing party, as determined by the trial court, shall be entitled to recover attorney’s fees, costs and damages.

18.

Governing Law/Venue. This Agreement and all documents delivered or to be delivered in accordance with this Agreement shall be construed and enforced in accordance with the laws of the State of Florida.  In the event of any legal or equitable action arising under this Agreement, the parties hereto hereby agree that jurisdiction and venue for such action is proper within either the state courts of Florida located in Brevard County, Florida. The parties hereby

specifically waive any and all objections to venue in such courts, including without limitation any objection based on a claim of inconvenient forum.  The parties also agree that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  

19.

Remedies Cumulative. All rights and remedies provided by this Agreement or existing at law or in equity shall be cumulative of all other rights and remedies and shall not be exclusive of each other. The pursuit of one right or remedy shall in no way operate as an exclusive election or otherwise preclude or limit any party from pursuing any other or additional right or remedy.

20.

No Broker Fees.  The Seller and the Buyer represent that no real estate broker was involved in this transaction and that no brokerage fees or other compensation is due any real estate broker or other person because of this transaction.

21.

Time of the essence.  The Seller and the Buyer acknowledge that time is of the essence in matters relating to this Agreement.

IN WITNESS WHEREOF, Buyer and Seller have duly executed or caused their authorized representatives to duly execute this Agreement as of the date first above written.

BUYER:	SELLER:
McNamara Family Partners II, Ltd.	Gulf Coast Easy Livin’ Country, Inc.
By:    /s/Donald L. McNamara	By:    /s/Richard M. Lavers
Donald L. McNamara	Richard M. Lavers
Title:    General Partner	Title:     President
Date:     June 30, 2006	Date:      June 30, 2006

EXHIBIT “A”

The North ½ of the South ½ of Lot 2, West of U.S. Highway 1 and East of Old Dixie Highway, excluding O.R. Book 4420, Page 1988, as recorded in the Public Records of Brevard County, Florida.

Warning:

This addendum to the sales contract should only be prepared by a licensed attorney or by the parties to the contract.

ADDENDUM TO SALES CONTRACT

This Addendum is to the Sales Contract entered into on June 30, 2006 between:

GULF COAST EASY LIVIN’ COUNTRY, INC., A FLORIDA CORPORATION Seller(s)

and

MCNAMARA FAMILY PARTNERS II LTD., A COLORADO LIMITED PARTNERSHIP Buyer(s)

Relating to the following described real property (Property):

The North ½ of the South ½ of Lot 2, West of U.S. Highway 1 and East of Old Dixie Highway, excluding O.R. Book 4420, Page 1988, as recorded in the Public Records of Brevard County, FL.

7.A.

Other Terms and Conditions:

Seller and Buyer hereby acknowledge the legal description attached in Exhibit A is the full legal description of the real property being sold.

McNAMARA FAMILY PARTNERS II	GULF COAST EASY LIVIN’ COUNTRY,
LDT, a Colorado limited partnership	INC., a Florida corporation
/s/Donald L. McNamara	/s/Richard M. Lavers
Donald L. McNamara, General Partner	Richard M. Lavers, President

EXHIBIT “A”

Begin at the Intersection of the West Right of Way of U.S. Highway No. 1 and the South line of the North 1/2 of The South 1/2 of Government Lot 2, Section 30, Township 26 South, Range 37 East, Brevard County, Florida And run  N 89"33'28"W Along the South line of the North 1/2 of the South 1/2 of said Government, Lot 2, a distance of 1091.68 Feet to a point 330 Feet East of the East Right of Way line of the Florida East Coast Railroad; Thence N 00"26'34" E. 326.19 Feet to the North line of the South 1/2 of said Government Lot 2; Thence S 89"30'03" E., along the North line of the South 1/2 of said Government Lot 2, a distance of 1000.21 Feet to the West Right of Way line of U.S. Highway No. 1; Thence Southeasterly along the West Right of Way line of U.S. Highway NO. 1, Along a circular curve to the right having a radius of 2802.93 Feet and a chord bearing of S 15"51'16"E, Thence thru a central angle of 1"24'49" on an arc distance of 6 9.15 Feet to the point of tangency of said curve; Thence South 15" 07'09" E., 268.69 Feet to the point of beginning; and the Southerly 10 Feet of the North 1/2 of the South 1/2 of Government Lot 2, Section 30, Township 26 South, Range 37 East, Brevard County, Florida, Lying East of U.S. Highway No. 1.

LESS AND EXCEPT:

That part of the above described parcel for Right of Way of U.S. Highway No. 1 per Official Records Book 4420, Page 1988 of the Public Records of Brevard County, Florida, being more particularly described as follows;

From an old 4"x4" Coquina Monument at the Southwest corner of Lot 4 of the plat of Honeybrook Plantation, as recorded in Plat Book 9, Page 75, Public Records of Brevard County, Florida, run N 89"39'08" E, 195.365 meters (640.96 feet) along the North boundary of Lot 5 of said Honeybrook Plantation to a point on the existing West Right of Way line of State Road 5, said existing West Right of Way line being parallel with and 18.898 meters (62.00 feet) West of, when measured at right angles to, the centerline of survey for said State Road 5 as shown on the Florida Department of Transportation Right of Way Map, Section 70020-2549; Thence N 15"31'10" W, 229.383 meters (752.57 feet) along said existing West Right of Way line to a point on the South boundary of that certain parcel of land as described and recorded in Official Records Book 3786, Page 1698, Public Records of Brevard County, Florida for the Point of Beginning, Thence continue N 15"31'10" W, 81.796 meters (268.36 feet) along said existing West Right of Way line to the beginning of a tangent curve concave Southwesterly and having a radius of 854.335 meters (2802.93 feet); Thence Northwesterly 21.074 meters (69.14 feet) along the arc of said curve and said existing West Right of Way line with a chord bearing of N 16"13'34" W through a central angle of 01"24'48" to a point on the North boundary of the South 1/2 of Government  Lot 2 of Section 30, Township 26 South, Range 37 East; Thence N 89"50'38" W, 29.633 meters (97.22 feet) along said North boundary to a point on non tangent curve concave Southwesterly and having a radius of 2022.500 meters (6635.49 feet); Thence from a tangent bearing of S 21"16'03" E, run Southeasterly 105.339 meters (345.60 feet) along the arc of said curve with a chord bearing of S 19"46"32" E through a central angle of 02"59'03" to a point on the aforesaid South boundary of that certain parcel of land as described and recorded in Official Records Book 3786, Page 1698; Thence S 89"57'30" E, 21.772 meters (70.43 feet) along said South boundary to the Point of Beginning.

EX-99

AMENDMENT NO. 8 TO

CREDIT AGREEMENT

This Amendment No. 8 (the “Amendment”) is entered into and effective as of June 30, 2006, by and among Coachmen Industries, Inc. (the “Borrower”), the undersigned lenders (each a “Lender” and collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., as successor to Bank One, Indiana, N.A., both as one of the Lenders and as Administrative Agent (the “Agent”) on behalf of itself and the other Lenders.

RECITALS:

WHEREAS, the Borrower, the Agent and the Lenders are parties to that certain Credit Agreement dated as of June 30, 2003, as amended; and

WHEREAS, Lenders and Borrower desire to amend the Credit Agreement as provided in this Amendment to (i) extend the termination date of certain of the Loans; (ii) secure the Obligations of Borrower under the Credit Agreement by a perfected security interest in all personal property assets of the Borrower, tangible or intangible (collectively, the “Collateral”) pursuant to that General Security and Pledge Agreement executed by the Borrower in favor of the Agreement for the benefit of the Lenders, of even date herewith, as amended or otherwise modified from time to time, (the “Security Agreement”); and (iii) make certain additional amendments to the Credit Agreement as more fully described below.

NOW, THEREFORE, in consideration of the premises herein contained and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.

Defined Terms.  Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to such terms in the Credit Agreement.

Section 2.

Amendments.  Effective on the date of the effectiveness of this Amendment pursuant to Section 4 below (the “Effective Date”), the Credit Agreement shall be amended as set forth in this Section 2.

2.1

Amendment to Definitions.

(a)

The definition of “Collateral Documents” in Article I is amended in its entirety to read as follows:

“Collateral Documents” means, collectively, all agreements, instruments and documents executed in connection with this Agreement that are intended to create or evidence Liens to secure the Obligations or the Guaranty of the Obligations, and including, without limitation, any security agreement and any pledge agreement executed pursuant to the terms of Section 6.17(b), and further including that General Security and Pledge Agreement executed by the Borrower in favor of the Agreement for the benefit of the Lenders and dated as of June 30, 2006, as amended or otherwise modified from time to time.

(b)

The definition of “Facility Termination Date” in Article I is amended in its entirety to read as follows:

“Facility Termination Date” means, except as otherwise specified herein with respect to (i) a Term Loan and (ii) the Short Term Loan, August 31, 2006, or any earlier date on which the Aggregate Commitment is reduced to zero (other than amounts in respect of Facility LCs, if any, then outstanding, provided that Borrower shall have funded such amounts in cash in full into the Facility LC Collateral Account as provided in Section 2.2 herein) or otherwise terminated pursuant to the terms hereof.

Section 3.  Representations and Warranties.  In order to induce the Agent and the Lenders to enter into this Amendment, the Borrower represents and warrants to the Agent and each of the Lenders that the execution and delivery by the Borrower of both this Amendment and the Security Agreement, and the performance by the Borrower of its obligations under the Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”), (i) are within the powers of the Borrower, (ii) have been duly authorized by proper organizational actions and proceedings, and such approvals have not been rescinded and no other actions or proceedings on the part of the Borrower are necessary to consummate such transaction, (iii) do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, o ther than any required filings with the Securities and Exchange Commission, or if not made, obtained or given individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (iv) do not and will not conflict with any Requirements of Law or Contractual Obligation, except such that could not reasonably be expected to have a Material Adverse Effect, or with the certificate or articles of incorporation and by-laws or the operating agreement of the Borrower or any Subsidiary, and (v) that both the Amended Credit Agreement and Security Agreement are the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with their respective terms (except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, or similar laws affecting the enforcement of  creditors’ rights generally).

Section 4.  Effectiveness.  The amendments set forth in Section 3 above shall become effective on the date when the Agent shall have received the following, all in a form satisfactory to Agent:

4.1

Amendment.  Counterparts of this Amendment signed by the Borrower, and each of the Lenders.

4.2

Guaranty.  A Reaffirmation of Subsidiary Guarantors and a Reaffirmation of Supplemental Subsidiary Guarantors signed by each of the Subsidiary Guarantors in favor of the Lenders.

4.3

Security Agreement.  The Security Agreement signed by the Borrower.

4.4

Corporate Documents.  A certificate of the Secretary or an Assistant Secretary of the Borrower as to (a) resolutions of the Board of Directors of such entity authorizing the execution and delivery of this Amendment, the Security Agreement and the other documents

contemplated hereby to which such entity is a party, (b) the incumbency and signatures of the officers of such entity which are to sign the documents referenced in clause (a) above, and (c) a certificate of existence issued by the Indiana Secretary of  State with respect to the Borrower.

4.5

Other Documents.  Such other documents as the Agent shall reasonably request.

Section 5.  Miscellaneous.

5.1

Continuing Effectiveness, etc.   The Credit Agreement, as amended, shall remain in full force and effect and is hereby ratified and confirmed in all respects.  After the effectiveness hereof, all references in the Credit Agreement and each other Loan Document to the “Credit Agreement” or similar terms shall refer to the Credit Agreement, as previously amended and as modified hereby.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of (i) any right, power or remedy of any Lender or the Agent under the Credit Agreement or any of the other Loan Documents, or, (ii) any Default or unmatured Default under the Credit Agreement.

5.2

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 one and the same Amendment.

5.3

Expenses.  The Borrower agrees to pay the reasonable costs and expenses of the Agent (including reasonable attorneys’ fees and charges) in connection with the negotiation, preparation, execution and delivery of this Amendment and the other documents contemplated hereby.

5.4

Governing Law.  THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF INDIANA.

5.5

Successors and Assigns.  This Amendment shall be binding upon the Borrower, the Lenders and the Agent and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Lenders and the Agent and their respective successors and assigns, as permitted by the provisions of  the Credit Agreement.

5.6

Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

IN WITNESS WHEREOF, the Borrower, the Agent and each of the Lenders have caused this Amendment to be duly executed by its officers thereunder duly authorized as of the date first written above.

[SIGNATURE PAGES FOLLOW]

COACHMEN INDUSTRIES, INC.

By:   /s/ Richard M. Lavers                       

Name:  Richard M. Lavers

Title:  Secretary

By:   /s/ Gary L. Near                                 

Name:  Gary L. Nar

Title:  Treasurer

JPMORGAN CHASE BANK, N.A., as successor to

BANK ONE, INDIANA, N.A., as a Lender,

as the LC Issuer and as Administrative Agent

By:   /s/ Kurt E. Meibeyer

Name:  Kurt E. Meibeyer

Title:  First Vice President

NATIONAL CITY BANK OF INDIANA,

as a Lender

By:   /s/ Chris D. Thornton                

Name:  Chris D. Thornton

Title:  Vice President

1^st SOURCE BANK,

as a Lender

By:   /s/ William B. Burton              

Name:  William B. Burton

Title:  Regional President