**AMENDMENT
      NO. 7 TO**


**CREDIT
      AGREEMENT**





This
      Amendment No. 7 (the “Amendment”) is entered into and effective as of
      September 30, 2005, 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 modify certain financial covenants of Borrower and further desire
      to 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 Schedule II** **.** Schedule
      II to the Credit Agreement is amended in its entirety to read as set forth
      in Attachment
      1 to this
      Amendment.




**2.2**  **Amendment
      to Section 2.01** .
      Section
      2.01 “ Facility
      LCs” is
      amended by adding the term “direct pay” immediately following the word “standby”
      in the first sentence of this section so that direct pay letters of credit
      shall
      be included within the defined term “Facility LC”.




**2.3**  **Amendment
      to Section 6.18.1** .
      Section
      6.18.1 “ Fixed
      Charge Coverage Ratio ”
      is
      hereby deleted in its entirety.




**2.4**  **Amendment
      to Section 6.18.2** **.** Section
      6.18.2 “ Leverage
      Ratio ”
      is
      hereby deleted in its entirety.




**2.5**  **Amendment
      to Section 6.18.3** **.** Section
      6.18.3 “ Minimum
      Net Worth ”
      is
      amended in its entirety to read as follows:




6.18.3 Minimum
      Net Worth .
      The
      Borrower will at all times maintain Consolidated Net Worth of not less than
      $195,000,000.00.




**2.6**  **Amendment
      to Section 6.18.5** **.** A
      new
      Section 6.18.5 is added as follows:




6.18.5
      Ratio of Total Liabilities to Tangible Net Worth .
      The
      Borrower will not permit the ratio of (i) Total Liabilities to (ii) Tangible
      Net
      worth to exceed 1.00 to 1.00 as of the Effective Date of this Amendment and
      as
      of the end of each fiscal quarter thereafter.




**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 this Amendment, 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, 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
      the
      Amended Credit Agreement is the legal, valid and binding obligation of the
      Borrower, enforceable against the Borrower in accordance with its 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**  **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 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 certificate issued by the Indiana Secretary
      of State with respect to the Borrower.




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




**4.5**  **Fees** **.**  Payment
      by the Borrower of a fee in the amount of $35,000.00 with respect to this
      Amendment.




**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. LaversName:
            
            Richard
              M. LaversTitle:
            
            SecretaryBy:
            
            /s/
              Gary L. NearName:
            
            Gary
              L. NearTitle:
            
            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. MeibeyerName:
            
            Kurt
              E. MeibeyerTitle:
            
            First
              Vice President







NATIONAL
      CITY BANK OF INDIANA,


as
      a
      Lender








By:
            
            /s/
              National City Bank of IndianaName:Title:









1 st SOURCE
      BANK,


as
      a
      Lender








By:
            
            /s/
              1st Source BankName:Title:












**Attachment
      1**






**AMENDED
      SCHEDULE II**






**PRICING
      SCHEDULE**







**Applicable
                Margin / Applicable Fee Rate**
            **Level
                I Status**
            **Level
                II Status**
            **Level
                III Status**
            **Level
                IV Status**
            **Level
                V Status***Eurocurrency
                Rate (Revolver)*
            *2.75%*
            *2.75%*
            *2.75%*
            *2.75%*
            *2.75%**Eurocurrency
                Rate (Term Loan)*
            *3.00%*
            *3.00%*
            *3.00%*
            *3.00%*
            *3.00%**ABR*
            *.75%*
            *.75%*
            *.75%*
            *.75%*
            *.75%**Stand-by*L/C*Fee*
            *2.75%*
            *2.75%*
            *2.75%*
            *2.75%*
            *2.75%**Commitment
                Fee*
            *.50%*
            *.50%*
            *0.50%*
            *.50%*
            *.50%*





For
      the
      purposes of this Schedule, the following terms have the following meanings,
      subject to the final paragraph of this Schedule:





“Financials”
      means the annual or quarterly financial statements of the Borrower delivered
      pursuant to the Credit Agreement.





“Level
      I
      Status” exists at any date if, as of the last day of the fiscal quarter of the
      Borrower referred to in the most recent Financials, the FD/EBITDA Ratio is
      less
      than or equal to 1.25 to 1.00.





“Level
      II
      Status” exists at any date if, as of the last day of the fiscal quarter of the
      Borrower referred to in the most recent Financials, (i) the Borrower has not
      qualified for Level I Status and (ii) the FD/EBITDA Ratio is greater than 1.25
      to 1.00 but less than or equal to 1.50 to 1.00.





“Level
      III Status” exists at any date if, as of the last day of the fiscal quarter of
      the Borrower referred to in the most recent Financials, (i) the Borrower has
      not
      qualified for Level I or Level II Status but (ii) the FD/EBITDA Ratio is greater
      than 1.5 to 1.00 but less than 2.00 to 1.00.





“Level
      IV
      Status” exists at any date if, as of the last day of the fiscal quarter of the
      Borrower referred to in the most recent Financials, (i) the Borrower has not
      qualified for Level I, Level II, or Level III Status but (ii) the FD/EBITDA
      Ratio is greater than 2.00 to 1.00 but less than 3.00 to 1.00.





“Level
      V
      Status” exists at any date if the Borrower has not qualified for Level I, Level
      II, Level III or Level IV Status.





“Status”
      means Level I Status, Level II Status, Level III Status, Level IV Status or
      Level V Status.





The
      Applicable Margin and Applicable Fee Rate shall be determined in accordance
      with
      the foregoing table based on the Borrower's Status as reflected in the then
      most
      recent Financials. Adjustments, if any, to the Applicable Margin or Applicable
      Fee Rate shall be effective five Business Days after the Agent has received
      the
      applicable Financials. If the Borrower fails to deliver the Financials to the
      Agent at the time required pursuant to the Credit Agreement, then the Applicable
      Margin and Applicable Fee Rate shall be the highest Applicable Margin and
      Applicable Fee Rate set forth in the foregoing table until five days after
      such
      Financials are so delivered.










**REAFFIRMATION
      OF**


**SUBSIDIARY
      GUARANTORS**








The
      undersigned have executed and delivered to Bank One, Indiana, N.A. (and now
      known as JPMorgan Chase Bank, N.A.) as Administrative Agent (the “Agent”) a
      Subsidiary Guaranty dated as of June 30, 2003 (the “Guaranty”). The undersigned
      hereby acknowledge receipt of that certain Amendment No. 7 to Credit Agreement
      of even date herewith among Coachmen Industries, Inc. (“Borrower”) and the Agent
      and Lender parties thereto (the “Amendment”) which amends the Credit Agreement
      dated as of June 30, 2003 by and among Borrower, Agent and the Lenders from
      time
      to time parties thereto (the “Credit Agreement”), and accepts and agrees to be
      bound by the terms thereof, ratifies and confirms all obligations under the
      Guaranty, and agrees that the Guaranty shall continue in full force and effect
      upon the effectiveness of the Amendment.




Acknowledged
      and Agreed to and effective as of the 30 th day of
      September, 2005.





ALL
      AMERICAN HOMES OF INDIANA, LLC


COACHMEN
      RECREATIONAL


VEHICLE
      COMPANY, LLC


GEORGIE
      BOY MANUFACTURING, LLC


COACHMEN
      RECREATIONAL


VEHICLE
      COMPANY OF GEORGIA, LLC


ALL
      AMERICAN HOMES OF IOWA, LLC


ALL
      AMERICAN HOMES OF KANSAS, LLC


ALL
      AMERICAN HOMES OF NORTH CAROLINA, LLC


ALL
      AMERICAN HOMES OF OHIO, LLC


MILLER
      BUILDING SYSTEMS, INC.


MOD-U-KRAF
      HOMES, LLC














By:
            
            /s/
              Richard M. LaversName:
            
            Richard
              M. LaversTitle:
            
            SecretaryBy:
            
            /s/
              Gary L. NearName:
            
            Gary
              L. NearTitle:
            
            Treasurer









**REAFFIRMATION
      OF**


**SUPPLEMENTAL
      SUBSIDIARY GUARANTORS**








The
      undersigned have executed and delivered to Bank One, Indiana, N.A. (and now
      known as JPMorgan Chase Bank N.A.), as Administrative Agent (the “Agent”) a
      Subsidiary Guaranty of Supplemental Guarantors dated as of June 30, 2004 (the
      “Guaranty”). The undersigned hereby acknowledge receipt of that certain
      Amendment No. 7 to Credit Agreement of even date herewith among Coachmen
      Industries, Inc. (“Borrower”) and the Agent and Lender parties thereto (the
“Amendment”) which amends the Credit Agreement dated as of June 30, 2003 by and
      among Borrower, Agent and the Lenders from time to time parties thereto, as
      previously amended, (the “Credit Agreement”), and accepts and agrees to be bound
      by the terms thereof, ratifies and confirms all obligations under the Guaranty,
      and agrees that the Guaranty shall continue in full force and effect upon the
      effectiveness of the Amendment.




Acknowledged
      and Agreed to and effective as of this 30 th day of
      September, 2005.





SHASTA
      INDUSTRIES, LLC


VIKING
      RECREATIONAL VEHICLES, LLC








By:
            
            /s/
              Richard M. LaversName:
            
            Richard
              M. LaversTitle:
            
            SecretaryBy:
            
            /s/
              Gary L. NearName:
            
            Gary
              L. NearTitle:
            
            Treasurer