exhibit10_1.htm


    
      

      

    

     

    PROMISSORY
NOTE

    


    
      	
              $2,719,454.29

            	 
      	
              Due
      Date: March 27, 2009

            


    

    


    For value
received, the undersigned, jointly and severally, promise to pay to the order of
Forest River, Inc. the sum of Two Million Seven Hundred Nineteen Thousand Four
Hundred Fifty-four and 29/100 Dollars ($2,719,454.29) at 55470 County Road 1,
Elkhart, Indiana 46514 or at such other place as the holder hereof may direct in
writing, with interest on the unpaid balance at the rate of Ten Percent (10%)
per annum from February 19, 2009 until paid, with attorney's fees and costs of
collection, and without relief from valuation and appraisement laws. Payment of
principal and interest is to be made in full on or before March 27, 2009. This
note may be prepaid in full or in part at any time. In the event of default in
payment on the due date, the entire unpaid balance of principal and interest
shall become due and payable immediately, without notice, at the election of the
holder hereof.

    


    The
makers and endorsers, jointly and severally, waive demand, presentment, protest,
notice of protest and notice of payment or dishonor of this note, and each of
them consents to extensions of the time of payment of this note without notice.
No delay or omission on the part of the holder hereof in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by the holder hereof of any right or remedy shall preclude other or
further exercise thereof or of any other right or remedy. The makers and
endorsers waive all defenses that may be available to guarantors, sureties or
accommodation parties of any kind. The failure to execute and have perfected or
filed any security agreement or mortgage referred to in the next paragraph shall
not be a defense to the enforcement of this note.

    


    This
note, and any extensions or renewals hereof, is secured by a Security Agreement,
dated this same date, and mortgages, dated this same date or subsequently, and
executed in favor of and delivered to Forest River, Inc. to which reference is
made for other rights as to prepayment and acceleration.

    


    This note
is given to further evidence and collateralize the obligation, pursuant to an
Asset Purchase Agreement dated November 20, 2008, to repurchase from Forest
River, Inc. the accounts receivable that are uncollected and/or unremitted. A
default in the payment of this note shall be a default under the Asset Purchase
Agreement. This note is not a novation of the Asset Purchase Agreement; and the
Asset Purchase Agreement remains in full force and effect and is hereby ratified
by the undersigned. Acceptance of this note by Forest River, Inc. does not waive
any rights or remedies of Forest River, Inc. The undersigned acknowledged having
received and/or benefited, directly or indirectly, from the, accounts receivable
that are unremitted or uncollected.

    


    Signed
and delivered at Elkhart, Indiana, this 25th day of
February, 2009.

    


    
      	
              CONSOLIDATED
      LEISURE INDUSTRIES,

            	 
      	
              COACHMEN
      RECREATIONAL VEHICLE

            
	
              LLC

            	 
      	
              COMPANY,
      LLC

            
	 
      	 
      	 
      	 
      	 
      
	
              BY:

            	
              /s/
      Richard Lavers

            	 
      	
              BY:

            	
              /s/
      Richard Lavers

            
	
              Richard
      Lavers, duly authorized agent

            	 
      	
              Richard
      Lavers, duly authorized agent

            


    

    


    
      	
              COACHMEN
      RECREATIONAL VEHICLE

            	 
      	
              VIKING
      RECREATIONAL VEHICLE

            
	
              COMPANY
      OF GEORGIA, LLC

            	 
      	
              COMPANY,
      LLC

            
	 
      	 
      	 
      	 
      	 
      
	
              BY:

            	
              /s/
      Richard Lavers

            	 
      	
              BY:

            	
              /s/
      Richard Lavers

            
	
              Richard
      Lavers, duly authorized agent

            	 
      	
              Richard
      Lavers, duly authorized agent

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              COACHMEN
      RV GROUP WEST COAST

            	 
      	
              MICHIANA
      EASY LIVIN’ COUNTRY, LLC

            
	
              REGIONAL
      OPERATIONS CENTER, LLC

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              BY:

            	
              /s/
      Richard Lavers

            	 
      	
              BY:

            	
              /s/
      Richard Lavers

            
	
              Richard
      Lavers, duly authorized agent

            	 
      	
              Richard
      Lavers, duly authorized agent

            


    

    


    
      	
              COACHMEN
      INDUSTRIES, INC.

            	 
      	
              COACHMEN
      OPERATIONS, INC.

            
	 
      	 
      	 
      	 
      	 
      
	
              BY:

            	
              /s/
      Richard Lavers

            	 
      	
              BY:

            	
              /s/
      Richard Lavers

            
	
              Richard
      Lavers, duly authorized agent

            	 
      	
              Richard
      Lavers, duly authorized agent

            


    

    


    
      	
              CONSOLIDATED
      BUILDING INDUSTRIES,

            	 
      	
              ALL
      AMERICAN BUILDING SYSTEMS,

            
	
              LLC

            	 
      	
              LLC

            
	 
      	 
      	 
      	 
      	 
      
	
              BY:

            	
              /s/
      Richard Lavers

            	 
      	
              BY:

            	
              /s/
      Richard Lavers

            
	
              Richard
      Lavers, duly authorized agent

            	 
      	
              Richard
      Lavers, duly authorized agent

            


    

    


    
      	
              ALL
      AMERICAN HOMES, LLC

            	 
      	
              ALL
      AMERICAN HOMES OF COLORADO,

            
	 
      	 
      	
              LLC

            
	 
      	 
      	 
      	 
      	 
      
	
              BY:

            	
              /s/
      Richard Lavers

            	 
      	
              BY:

            	
              /s/
      Richard Lavers

            
	
              Richard
      Lavers, duly authorized agent

            	 
      	
              Richard
      Lavers, duly authorized agent

            


    

    


    
      	
              ALL
      AMERICAN HOMES OF INDIANA,

            	 
      	
              ALL
      AMERICAN HOMES OF OHIO, LLC

            
	
              LLC

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              BY:

            	
              /s/
      Richard Lavers

            	 
      	
              BY:

            	
              /s/
      Richard Lavers

            
	
              Richard
      Lavers, duly authorized agent

            	 
      	
              Richard
      Lavers, duly authorized agent

            


    

    


    
      	
              ALL
      AMERICAN HOMES OF IOWA, LLC

            	 
      	
              ALL
      AMERICAN HOMES OF NORTH

            
	 
      	 
      	
              CAROLINA,
      LLC

            
	 
      	 
      	 
      	 
      	 
      
	
              BY:

            	
              /s/
      Richard Lavers

            	 
      	
              BY:

            	
              /s/
      Richard Lavers

            
	
              Richard
      Lavers, duly authorized agent

            	 
      	
              Richard
      Lavers, duly authorized agent

            


    

    


    
      	
              MOD-U-KRAF
      HOMES, LLC

            	 
      	
              CONSOLIDATED
      BUSINESS

            
	 
      	 
      	
              DEVELOPMENT,
      LLC

            
	 
      	 
      	 
      	 
      	 
      
	
              BY:

            	
              /s/
      Richard Lavers

            	 
      	
              BY:

            	
              /s/
      Richard Lavers

            
	
              Richard
      Lavers, duly authorized agent

            	 
      	
              Richard
      Lavers, duly authorized agent

            


    

    


    
      	
              COACHMEN
      TECHNOLOGY SERVICES,

            	 
      	
              COACHMEN
      ADMINISTRATIVE

            
	
              LLC

            	 
      	
              SERVICES,
      INC.

            
	 
      	 
      	 
      	 
      	 
      
	
              BY:

            	
              /s/
      Richard Lavers

            	 
      	
              BY:

            	
              /s/
      Richard Lavers

            
	
              Richard
      Lavers, duly authorized agent

            	 
      	
              Richard
      Lavers, duly authorized agent

            


    

    


    
      	
              COA
      FINANCIAL SERVICES, INC.

            	 
      	
              COA
      FINANCE COMPANY, LTD

            
	 
      	 
      	 
      	 
      	 
      
	
              BY:

            	
              /s/
      Richard Lavers

            	 
      	
              BY:

            	
              /s/
      Richard Lavers

            
	
              Richard
      Lavers, duly authorized agent

            	 
      	
              Richard
      Lavers, duly authorized agent

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              COACHMEN
      PROPERTIES, INC.

            	 
      	
              ROVER
      INDUSTRIES, INC.

            
	 
      	 
      	 
      	 
      	 
      
	
              BY:

            	
              /s/
      Richard Lavers

            	 
      	
              BY:

            	
              /s/
      Richard Lavers

            
	
              Richard
      Lavers, duly authorized agent

            	 
      	
              Richard
      Lavers, duly authorized agent