Exhibit 10.1



AMENDMENT NO. 4 TO

  CREDIT AGREEMENT


        This
Amendment No. 4 (the “Amendment”) is entered into as of July 30, 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,
Lenders and Borrower desire to amend the Credit Agreement as provided hereby. 



        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
Amendments to Definitions. 



	        (a)	
The definition of “Advance” in Article I is amended in its entirety to
          read as follows:

“Advance”
means a borrowing hereunder (i) made by some or all of the Lenders on the same Borrowing
Date, or (ii) converted or continued by the Lenders on the same date of conversion or
continuation, consisting, in either case, of the aggregate amount of the several Loans of
the same type and, in the case of Eurodollar Loans, for the same Interest Period. The term
“Advance” shall include Alternative Line Loans and Term Loans unless otherwise
expressly provided. 
	 









	        (b)	The definition of “Aggregate Commitment” in Article I is amended in
          its entirety to read as follows:

“Aggregate
Commitment” means the aggregate of the Commitments of all the Lenders, as increased
or reduced from time to time pursuant to the terms hereof.
	 









	        (c)	The definition of “Facility Terminate 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 a Term
Loan, June 30, 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. 
	 





	        (d)	
  The definition of “Loan” in Article I is amended in its entirety to
          read as follows:

“Loan”
means a Revolving Loan, a Term Loan or an Alternative Line Loan.





	        (e) 	The definition of “Outstanding Credit Exposure” in Article I is
          amended in its entirety to read as follows:


“Outstanding
Credit Exposure” means, as to any Lender, the sum of (i) the aggregate principal
amount of its Revolving Loans outstanding at such time, plus (ii) the aggregate principal
amount of its Alternative Line Loans outstanding at any such time, plus (iii) the
aggregate principal amount of its Term Loans outstanding at such time, plus (iv) an amount
equal to its Pro Rata Share of LC Obligations at such time, plus (v) an amount equal to
its Pro Rata Share of certain other issued and outstanding letters of credit described in
Schedule III hereto.
	 







        2.2
Additional Definitions. 



        The
following definitions are added to Article I in the appropriate alphabetical sequence: 



	  	
“Aggregate
Term Loan Commitment” means the aggregate of the Term Loan Commitments of all the
Lenders. The Aggregate Term Loan Commitment is Seven Million Five Hundred Thousand and
no/100 Dollars ($7,500,000.00).” 
	 




	  	“Term
Loan” is defined in Section 2.21 hereof.







	  	
“Term
Loan Commitment” means, for each Lender, the obligation of such Lender to make its
Term Loan pursuant to the terms and conditions of this Agreement, and which shall not
exceed the principal amount set forth on Schedule I to this Agreement opposite its name
thereon under the heading “Term Loan Commitment”, as such amount may be modified
from time to time pursuant to the terms hereof. 
	 







2 









	  	
Term Loan Pro Rata Share” means, at any particular time and with respect to any Lender,
the percentage obtained by dividing (A) the outstanding principal balance of such
Lender’s Term Loan by (B) the aggregate outstanding principal balance of all Term
Loans. 
	 




	  	“Term
Loan Termination” means July 30, 2009.






	  	
“Term
Note” means a promissory note, in substantially the form of Exhibit C-2 hereto, duly
executed by the Borrower and payable to the order of a Lender in the amount of its Term
Loan Commitment, including any amendment, restatement, modification, renewal or
replacement of such Term Note. 	 





        
2.3 Amendment  to  Schedule  I.Schedule I to the Credit  Agreement  is amended in its  entirety to read as set forth in
Attachment 1 to this Amendment. 

        
2.4 Amendment  to Schedule  II.  Schedule II to the Credit  Agreement  is amended in its entirety to read as set forth in
Attachment 2 to this Amendment.



        2.5
Amendment to Exhibit C. A new Exhibit C-2 is added to the Credit Agreement in that form as
set forth in Attachment 3 to this Amendment. 


        
2.6 Amendment to Section 2.1. Section 2.1 is amended in its entirety to read as follows:





	  	        2.1
Commitment. From and including the date of this Agreement and prior to the applicable
Facility Termination Date or Term Loan Termination Date, each Lender severally agrees, on
the terms and conditions set forth in this Agreement, to (i) make Loans to the Borrower
and (ii) participate in Facility LCs issued upon the request of the Borrower, provided
that after giving effect to the making of each such Loan and the issuance of each such
Facility LC, such Lender’s Outstanding Credit Exposure shall not exceed its
Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and
reborrow at any time prior to the Facility Termination Date, the Commitments to extend
credit hereunder shall expire on the respective Facility Termination Date or Loan
Termination Date. The LC Issuer will issue Facility LCs hereunder on the terms and
conditions set forth in Section 2.20. 
	 





        
2.7 Amendment to Section 2.2. The first sentence of Section 2.2 is amended in its entirety to read as follows:




	  	        The
Aggregate Outstanding Credit Exposure and all other unpaid Obligations shall be paid in
full by the Borrower on the Facility Termination Date except for Term Loans which shall be
paid in full pursuant to the terms of Section 2.21(A). 
	 







3 








        2.8 Amendment to Section 2.3.
Section 2.3 is amended in its entirety to read as follows:




	  	        2.3
Ratable Loans. Each Advance hereunder (other than any Alternative Line Loan) shall consist
of either Revolving Loans made from the several Lenders ratably according to their
Revolving Loan Pro Rata Share or Term Loans made from the several Lenders ratably
according to their Term Loan Pro Rata Share. 
	 





         2.9 Amendment to Section 2.6.
A new subsection (c) is added to Section 2.6 which reads, in its entirety, as follows:




		        (c)
              Arrangement Fee. The Borrower agrees to pay the Agent and the Arranger the fees
               agreed to in the fee letter dated July 1, 2004, among the Agent, Arranger and
               the Borrower. 
	 


               


        2.10
Amendment to Section 2.7.  Section 2.7 is amended in its entirety to read as follows:




	  	        2.7
Minimum Amount of Each Advance. Except with respect to Terms Loans, each Eurodollar
Advance shall be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in
excess thereof), and each Floating Rate Advance (other than an Advance on the Alternative
Line Commitment) shall be in the minimum amount of $5,000,000 (and in multiples of
$1,000,000 if in excess thereof), provided, however, that any Floating Rate Advance may be
in the amount of the Available Aggregate Commitment.

	 





        2.11
 Amendment  to Section  2.14.
Noteless  Agreement:  Evidence  of  Indebtedness.  Section  2.14(iv)  is amended in its
entirety to read as follows:




     	(iv) 	  	
          Any Lender may request that its Loans be evidenced by a promissory note, or, in
          the case of the Alternative Line Lender, promissory notes representing its
          Revolving Loans, Term Loans and Alternative Line Loans, respectively,
          substantially in the form of Exhibit C, C-1 and C-2, respectively (each a
          “Note”). In such event, the Borrower shall prepare, execute and
          deliver to such Lender such Note or Notes payable to the order of such Lender.
          Thereafter, the Loans evidenced by each such Note and interest thereon shall at
          all times (including after any assignment pursuant to Section 12.3) be
          represented by one or more Notes payable to the order of the payee named therein
          or any assignee pursuant to Section 12.3, except to the extent that any such
          Lender or assignee subsequently returns any such Note for cancellation and
          requests that such Loans once again be evidenced as described in paragraphs (i)
          and (ii) above. 
	 


          




4 








        2.12 Amendment to Section 2.21.
A new Section 2.21 is added as follows:




	  	        2.21
Term Loans. Upon the satisfaction of the conditions precedent set forth in Sections 4.1
and 4.2 hereof, from and including the date of this Agreement and prior to the Term Loan
Termination Date, each Lender severally and not jointly agrees, on the terms and
conditions set forth in this Agreement, to make a term loan, in Dollars, to the Borrower
in an aggregate amount equal to such Lender’s Term Loan Commitment (each
individually, a “Term Loan”). The aggregate amount of the Term Loans shall not
exceed the Aggregate Term Loan Commitment. The Term Loan shall be disbursed in a single
draw on the Effective Date of this Amendment No. 4 to the Credit Agreement.

	 






		        
(A)       
Repayment of the Term Loans. 







	 	        
(i)       
               The unpaid principal balance of the Term Loans shall be repaid in fifty-nine
               (59) consecutive monthly installments of principal payable on the 30th day of each month,
               commencing on August 30, 2004 and continuing thereafter until the Term Loan
               Termination Date, and the Term Loans shall be permanently reduced by the amount
               of each installment on the date payment thereof is made hereunder. Each
               installment will be in the amount of $62,500, plus accrued interest.
               Notwithstanding the foregoing, the final installment shall be in the amount of
               $3,812,500 or the then outstanding principal balance of the Term Loans. No
               installment of any Term Loan shall be reborrowed once repaid.
	 






	 	        
(ii)       
               In addition to the scheduled payments on the Term Loan, the Borrower may make
               the voluntary prepayments described in Section 2.8 for credit against the
               scheduled payments on the Term Loans pursuant to Section 2.8.
	 






        
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). 




5 









        
Section 4. Effectiveness. The amendments set forth in Section 2 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.



        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. 




6 









        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] 




7 








		
	 	COACHMEN INDUSTRIES, INC.
	 	 
	 	By:  /s/ Richard M. Lavers                                

Name:   Richard M. Lavers
Title:     Secretary


		
	 	 
	 	 
	 	By:  /s/ Gary L. Near                                          

Name:   Gary L. Near
Title:     Treasurer






		
	 	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/ National City Bank of Indiana              

Name:   
Title:   





		
	 	1st SOURCE BANK,

                                                     as a Lender
	 	 
	 	By:  /s/ 1st Source Bank                                     

Name:   
Title:   



8














Attachment 1




THIRD AMENDED SCHEDULE I 
LENDER
COMMITMENTS 



     




REVOLVING LOAN COMMITMENTS


     


	Lender
	Revolving Loan
Commitment	% of Aggregate
Revolving Loan Commitment1
	Bank One, Indiana, N.A.	$13,850,000	46.16%
	National City Bank	$8,075,000	26.92%
	1st Source Bank	$8,075,000	26.92%
	          Total	$30,000,000	 100%




     




ALTERNATIVE LINE COMMITMENTS 


     

	Lender
	Alternative Line Loan Commitment
	% of Aggregate
Alternative Line Loan Commitment2
	Bank One, Indiana, N.A.	$5,000,000	 100%
	          Total 	$5,000,000	100%




     




FACILITY LC’S 


     

	Lender
	Facility LC
	% of Aggregate
Facility LC's2
	Bank One, Indiana, N.A.	$4,513,877.49	 53.86%
	National City Bank	$1,933,441.39	23.07%
	1st Source Bank	$1,933,441.39	23.07%
	          Total 	$8,380,760.27	100%



     

TERM LOAN COMMITMENT


     

	Lender
	Term Loan Commitment
	% of Aggregate
Term Loan Commitment3
	Bank One, Indiana, N.A.	$4,039,500	 53.86%
	National City Bank	$1,730,250	23.07%
	1st Source Bank	$1,730,250	23.07%
	          Total 	$7,500,000 	100%



     




1 and such Lender’s
Revolving Loan Pro Rata Share
2 and such Lender’s Pro Rata Share

3 and such Lender’s Term Loan Pro Rata Share 














Attachment 2




AMENDED SCHEDULE II 




PRICING SCHEDULE 



				
	

	APPLICABLE MARGIN/APPLICABLE FEE		LEVEL I STATUS		LEVEL II STATUS		LEVEL III STATUS
	RATE	 	 
	

	Eurocurrency Rate (Revolver)	 	1.50%	 	1.75%	 	2.00%
	

	Eurocurrency Rate (Term Loan)	 	1.75%	 	2.00%	 	2.25%
	

	ABR	 	0.00%	 	0.00%	 	0.00%
	

	Stand-by L/C Fee	 	1.50%	 	1.75%	 	2.00%
	

	Commitment Fee	 	0.25%	 	0.38%	 	0.50%
	






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 less than or equal to 1.50 to 1.00. 



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



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
















Attachment 3




EXHIBIT C-2
TO

AMENDED AND RESTATED CREDIT AGREEMENT 




TERM NOTE 




Elkhart, Indiana 




July 30, 2004 



        FOR
VALUE RECEIVED, the undersigned, Coachmen Industries, Inc., an Indiana corporation
(“Borrower”), hereby unconditionally promises to pay to the order of
Bank One, Indiana, N.A. (the “Lender”), the principal sum of such Lender’s
“Term Loan Commitment”, such amount representing the original aggregate
principal amount of the Lender’s “Term Loan” (each as defined in the Credit
Agreement referred to below) made by the Lender to the Borrower pursuant to the
“Credit Agreement” (as defined below). Capitalized terms used herein and not
otherwise defined herein are as defined in the Credit Agreement. 



        Unless
otherwise required to be paid sooner pursuant to the provisions of the Credit Agreement,
the principal indebtedness evidenced hereby shall be payable in installments as set forth
in the Credit Agreement with a final installment payable on the Term Loan Termination
Date. 



        The
Borrower promises to pay interest on the unpaid principal amount of the Lender’s Term
Loan from the date of such Term Loan until such principal amount is paid in full at a rate
or rates per annum determined in accordance with the terms of the Credit Agreement.
Interest hereunder is due and payable at such times and on such dates as set forth in the
Credit Agreement. 



        Both
principal and interest are payable in lawful money of the United States of America to the
Agent (as defined below), to such domestic account as the Agent may designate, in same day
funds. At the time of each payment or prepayment of principal of the Lender’s Term
Loan, the Lender shall make a notation either on the schedule attached hereto and made a
part hereof, or in such Lender’s own books and records, in each case specifying the
amount of principal paid or prepaid with respect to such Term Loan; provided that the
failure of the Lender to make any such recordation or notation shall not affect the
Obligations of the Borrower hereunder or under the Credit Agreement. 



        This
Amended and Restated Term Note (the “Term Note”) is one of the “Term
Notes” referred to in, and is entitled to the benefits of, the Credit Agreement dated
as of June 30, 2003, as amended, (and as may be further amended, restated, supplemented or
modified from time to time, the “Credit Agreement”) among the Borrower, the
financial institutions from time to time parties thereto as Lenders (such financial
institutions being herein referred to collectively as the “Lenders”) and Bank
One, Indiana, NA as one of the Lenders and as the contractual representative for the
Lenders (the “Agent”). The Credit Agreement, among other things, (i) provides
for the making of the Lender’s Term Loan in an aggregate amount equal to the U.S. 









Dollar amount above, the indebtedness
of the Borrower resulting therefrom being evidenced by this Term Note and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of certain stated
events and also for prepayments of the principal hereof prior to the maturity hereof
without penalty or premium, upon the terms and conditions therein specified. 



        Demand,
presentment, protest and notice of nonpayment are hereby waived by the Borrower. All
amounts payable under the terms of this Term Note shall be payable with expenses of
collection, including attorney’s fees, and without relief from valuation and
appraisement laws. 



        Whenever
in this Term Note reference is made to the Agent, the Lender or Borrower, such reference
shall be deemed to include, as applicable, a reference to their respective successors and
assigns permitted pursuant to the Credit Agreement. The provisions of this Term Note shall
be binding upon and shall inure to the benefit of said successors and assigns.
Borrower’s successors and assigns shall include, without limitation, a receiver,
trustee or debtor in possession of or for Borrower. 



        This
Term Note shall be governed by, interpreted and enforced, and the rights and liabilities
of the parties hereto determined, in accordance with the internal laws (without regard to
the conflicts of law provisions) of the State of Indiana. 




		
	 	COACHMEN INDUSTRIES, INC.

   as the Borrower
	 	 
	 	 
	 	By:                                                      

Name:
Title:



2