EXHIBIT 4(d)

AMENDMENT NO. 2 TO
CREDIT AGREEMENT

This
Amendment No. 2 (the Amendment) is entered into as of March 11, 2004, by and
among Coachmen Industries, Inc. (the Borrower ), the undersigned lenders (each a
Lender and collectively, the Lenders ) and 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,
Borrower desires Lenders waive Borrower s noncompliance with a certain covenant of the
Credit Agreement and Lenders and Borrower desire to amend the Credit Agreement as provided
in this Amendment to modify a certain financial covenant of Borrower and further desire to
make certain clarifying 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.
  Waiver. The Lenders waive Borrower s  non-compliance  as of December , 2003 with Section 6.18.1 of Article VI of the
Credit Agreement.

Section 3.
  Amendment of the Definition of Fixed Charge Coverage Ratio. The definition of Fixed Charge
Coverage Ratio as set fort in Article I of the Credit Agreement is amended to
provide in its entirety as follows:

| | Fixed
Charge Coverage Ratio means, with reference to any period, the ratio of (a) the sum
of (i) Consolidated EBITDA plus (ii) rentals minus (iii) capital expenditures made in cash
plus (iv) the lesser of $10,000,000 or actual capital expenditures made in cash to (b) the
sum of (i) cash interest plus (ii) rentals plus (iii) cash taxes (net of tax refunds
received) plus (iv) dividends and distributions on, and redemptions and repurchases of,
the Borrower s capital stock exclusive, however, of treasury stock that was repurchased
and cancelled before March 31 , 2003 plus (v) scheduled payments of principal on all long
term Indebtedness, in each case calculated on a consolidated basis for such period. | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 

Section 4.
  Article VII Section Numbers. The paragraphs of Article VII of the Credit Agreement labeled
DEFAULTS are assigned those Section numbers indicated on Exhibit A hereto for
all purposes of reference under, or with respect to, the Credit Agreement.

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Section 5.
  Condition of Effectiveness. This Amendment shall become and be deemed effective as of the date set
forth in the introductory paragraph above (the Amendment Effective Date ) if, and
only if, Agent shall have received (i) counterparts of this Amendment duly executed by the
Borrower and each of the Lenders, and (ii) such other documents as the Agent or any Lender
may reasonably request.

Section 6.
  Reference to and Effect on the Credit Agreement.

| | Section
6.01. Upon the effectiveness of this Amendment pursuant to Section 3 hereof and thereafter,
each reference in the Credit Agreement to this Agreement hereunder,
hereof, herein or words of like import and each reference to the
Credit Agreement in each Loan Document shall mean and be a reference to the Credit
Agreement as modified hereby.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Section
6.02. Except as specifically waived or amended herein, all of the terms conditions and
covenants of the Credit Agreement and the other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Section
6.03. 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
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 7.
  CHOICE OF LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF INDIANA.

Section 8.
  Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed
shall be deemed an original and all of which taken together shall constitute one and the
same agreement. Delivery of any executed counterpart of this Amendment by telecopier shall
be effective as delivery of a manually executed counterpart of this Amendment.

Section 9.
  Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a par 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 and delivered by its officer thereunto duly authorized as of
the date first above written.

[SIGNATURE PAGES FOLLOW]

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| |                                                                                  
| | ---------------------------------------------------------------------------------
| | COACHMEN INDUSTRIES, INC.                                                        
| | By:/s/ Richard M. LaversName:  Richard M. Lavers
Title:    Secretary             
| |                                                                                  
| | By:/s/ Joseph P. TomczakName:  Joseph P. TomczakTitle:
   Treasurer              
| |                                                                                  
| | 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:                                  
| |                                                                                  
| | 1st SOURCE BANK,as a Lender                                                      
| |                                                                                  
| | By:/s/ 1st Source BankName:Title:                                                
| |                                                                                  

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EXHIBIT ATO AMENDMENT NO. 2 TO
CREDIT AGREEMENT

ARTICLE VIII.DEFAULTS

The
occurrence of anyone or more of the following events shall constitute a Default:

7.1 Any representation or warranty
made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the
Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or
any certificate or information delivered in connection with this Agreement or any other
Loan Document shall be materially false on the date as of which made.

7.2 Nonpayment of principal of any
Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after
the same becomes due, or nonpayment of interest upon any Loan or of any Facility Fee, LC
Fee or other obligations under any of the Loan Documents within five days after the same
becomes due.

7.3 The breach by the Borrower of any
of the terms or provisions of Sections 6.2 , 6.3 , 6.9 , 6.11 , 6.12 , 6.13, 6.14, 6.15,
6.16, 6.17, 6.18 , 6.19 or 6.20; or the breach by the Borrower of any of the terms or
provisions of Section 6. 1 which is not remedied within five Business Days after written
notice from the Agent or any Lender.

7.4 The breach by the Borrower (other
than a breach which constitutes a Default under another Section of this Article VII of any
of the terms or provisions of this Agreement or any other Loan Document which is not
remedied within 30 days after written notice from the Agent or any Lender.

7.5 Failure of the Borrower or any of
its Subsidiaries to pay when due any Indebtedness aggregating in excess of $5,000 000
(Material Indebtedness ); or the default by the Borrower or any of its Subsidiaries
in the performance (beyond the applicable grace period with respect thereto, if any) of
any term, provision or condition contained in any agreement under which any such Material
Indebtedness was created or is governed, or any other event shall occur or condition
exist, the effect of which default or event is to cause, or to permit the holder or
holders of such Material Indebtedness to cause, such Material Indebtedness to become due
prior to its stated maturity; or any Material Indebtedness of the Borrower or any of its
Subsidiaries shall be declared to be due and payable or required to be prepaid or
repurchased (other than by a regularly scheduled payment) prior to the stated maturity
thereof, or the Borrower or any of its Subsidiaries shall not pay, or admit in writing its
inability to pay, its debts generally as they become due.

7.6 The Borrower or any of its
Subsidiaries shall (i) have an order for relief entered with respect to it under the
Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the
benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment
of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any

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Substantial Portion of its Property,
(iv) institute any proceeding seeking an order for relief under the Federal bankruptcy
laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or
composition of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading denying
the material allegations of any such proceeding filed against it, (v) take any corporate
or partnership action to authorize or effect any of the foregoing actions set forth in
this Section 7.6 or (vi) fall to contest in good faith any appointment or proceeding
described in Section 7.7

7.7 Without the application, approval
or consent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner,
liquidator or similar official shall be appointed for the Borrower or any of its
Subsidiaries or any Substantial Portion of its Property, or a proceeding described in
Section 7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed or un
stayed for a period of 30 consecutive days.

7.8 Any court, government or
governmental agency shall condemn, seize or otherwise appropriate, or take custody or
control of, all or any portion of the Property of the Borrower and its Subsidiaries which,
when taken together with all other Property of the Borrower and its Subsidiaries so
condemned, seized, appropriated, or taken custody or control of, during the twelve-month
period ending with the month in which any such action occurs, constitutes a Substantial
Portion.

7.9 The Borrower or any of its
Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i)
judgments or orders for the payment of money (except to the extent covered by insurance as
to which the insurer has not disclaimed coverage) in excess of $5,000,000 (or the
equivalent thereof in currencies other than U. S. Dollars) in the aggregate, or (ii)
nonmonetary judgments or orders which, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are
not stayed on appeal or otherwise being appropriately contested in good faith.

7.10 A Reportable Event shall occur
that results in or could result in liability of the Borrower, any Subsidiary of the
Borrower or their ERISA Affiliates to the PBGC or to any Plan and such Reportable Event is
not corrected with ten (10) days after the occurrence thereof, or any Reportable Event
shall occur which could constitute grounds for termination of any Plan of the Borrower,
its Subsidiaries or their ERISA Affiliates by the PBGC or for the appointment by the
appropriate United States District Court of a trustee to administer any such Plan and such
Reportable Event is not corrected within ten (10) days after the occurrence thereof; or
the Borrower, any Subsidiary of the Borrower or any of their ERISA Affiliates shall file a
notice of intent to terminate a Plan or other proceedings shall be instituted to terminate
a Plan; or the Borrower, any Subsidiary of the Borrower or any of their ERISA Affiliates
shall fail to pay when due any liability to the PBGC or to a Plan; or the PBGC shall have
instituted proceedings to terminate, or to cause a trustee to be appointed to administer,
any Plan of the Borrower, its Subsidiaries or their ERISA Affiliates; or any Person shall
engage in a Prohibited Transaction with respect to any Plan which results in or could
result in liability of the Borrower, any Subsidiary of the Borrower, any of their ERISA
Affiliates, any Plan of the Borrower, its Subsidiaries or their ERISA Affiliates or
fiduciary of any such Plan; or the Borrower, any

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Subsidiary of the Borrower
or any of their ERISA  Affiliates shall fail to make a required installment or
other payment to any Plan within the meaning of Section 302(f) of ERISA or Section 412(n)
of the Code, which failure results in or could result in liability of the Borrower, any
Subsidiary of the Borrower or any of their ERISA Affiliates to the PBGC or any Plan; or
the Borrower, any of its Subsidiaries or any of their ERISA Affiliates shall withdraw from
a Plan during a plan year in which it was a substantial employer as defined in
Section 4001(a)(2) of ERISA; or the Borrower, any of its Subsidiaries or any of their
ERISA Affiliates shall become an employer with respect to any Multiemployer Plan without
the prior written consent of the Required Lenders.

7.11 The Borrower or any of its
Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the
release by the Borrower, any of its Subsidiaries or any other Person of any toxic or
hazardous waste or substance into the environment, or (ii) violate any Environmental Law,
which, in the case of an event described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect and is not remedied within 30 days.

7.12 Any Change in
Control shall occur.

7.13 The Guaranty shall fail to
remain in full force or effect as to any Guarantor or any action shall be taken to
discontinue or to assert the invalidity or unenforceability of the Guaranty, or any
Guarantor shall fail to comply with any of the terms or provisions of the Guaranty, or any
Guarantor shall deny that it has any further liability under the Guaranty, or shall give
notice to such effect.

7.14 Any Collateral Document shall
for any reason fail to create a valid and perfected first priority security interest in
any collateral purported to be covered thereby, except as permitted by the terms of any
Collateral Document, or any Collateral Document shall fall remain in full force or effect
or any action shall be taken to discontinue or to assert the invalidity or
unenforceability of any Collateral Document.

7.15 Nonpayment by the Borrower or
any Subsidiary of any Rate Management Obligation when due or the breach by the Borrower or
any Subsidiary of any term, provision or condition contained in any Rate Management
Transaction or any transaction of the type described in the definition of Rate
Management Transactions  whether or not any Lender or Affiliate of a Lender is a par
thereto.

7.16 Borrower or any other Loan Party
fails to deliver to Agent, as of the deadline specified therein, the items stated in
Section 4. 1(vii).

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| |                                                                                  
| | ---------------------------------------------------------------------------------
| | COACHMEN INDUSTRIES, INC.                                                        
| | By:/s/ Richard M. LaversName:  Richard M. Lavers
Title:    Secretary             
| |                                                                                  
| | By:/s/ Joseph P. TomczakName:  Joseph P. TomczakTitle:
   Treasurer              
| |                                                                                  
| | BANK ONE, INDIANA, N.A., as a Lender,as the
LC Issuer and as Administrative Agent
| |                                                                                  
| | By:Bank One, Indiana, N.A.Name:  Kurt E. MeibeyerTitle:
   First Vice President  
| |                                                                                  
| | NATIONAL CITY BANK OF INDIANA,as a Lender                                        
| |                                                                                  
| | By:/s/ Robert E. Norell, Jr.Name:   Robert E. Norell, Jr.
Title:  Vice President 
| |                                                                                  
| | 1st SOURCE BANK,as a Lender                                                      
| |                                                                                  
| | By:/s/ 1st Source BankName:Title:                                                
| |                                                                                  

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