AMENDMENT NO. 5 TO 




CREDIT AGREEMENT 



        This
Amendment No. 5 (the “Amendment”) is entered into as of December 1, 2004, 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 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. 



		
	 	The
definition of “Alternative Line Commitment” is amended in its entirety to read
as follows:

	 	 
	 	“Alternative
Line Commitment” means the obligation of the Alternative Line Bank to make
Alternative Line Loans up to a maximum principal amount of $15,000,000 at any one time
outstanding through December 31, 2004, after which the maximum principal amount
outstanding at any one time shall automatically reduce to $5,000,000. 





        2.2
  Amendments 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. 



        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 (c) 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 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.   Reaffirmation of each of the Subsidiary Guarantors and Supplemental Subsidiary
Guarantors signed by such 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 Amended Credit Agreement 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
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. 




2










        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 Amended 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:                         
                          
Name:  Richard M. Lavers

Title:  Secretary
	 	

By:                         
                          
Name:  Gary L. Near

Title:  Treasurer
	 	

JPMORGAN CHASE BANK, N.A. as successor to
Bank One indiana, N.A., as a Lender,
as the LC Issuer and as Adminstrative
Agent


By:                         
                          
Name:  Kurt E. Meibeyer

Title:  First Vice President
	 	NATIONAL CITY BANK OF INDIANA,
as a Lender


By:                         
                          
Name:  

Title:  
	 	1st SOURCE BANK,
as a Lender


By:                         
                          
Name:  

Title:  




4












Attachment 1 




FOURTH 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 Commitment
	

	Bank One, Indiana, N.A	$  15,000,0002	100%
	

	         Total	$  15,000,0002	100%
	








			
	

	FACILITY LC'S
 
	

	          Lender	Facility LC	% of Aggregate
Facility LC's3
	

	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 COMMITMENTS
 
	

	          Lender	Term Loan Commitment	% of Aggregate
Term Loan Commitments4
	

	Bank One, Indiana, N.A	$  4,039,500	53.86%
	

	National City Bank	$  1,933,441.39	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 through December 31, 2004, after which the Alternative Line Commitment will reduce to
$5,000,000

3 and such Lender’s Pro Rata Share

4 and such Lender’s Term Loan Pro Rata Share 












REAFFIRMATION OF
SUBSIDIARY GUARANTORS



        The
undersigned have executed and delivered to Bank One, Indiana, 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. 5 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 this ____ day of December, 2004.
	 	 
	 	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:   _______________________________________

                                                     Name:  Richard M. Lavers

                                                     Title:    Secretary
	 

	 
	 	By:   _______________________________________

                                                     Name:  Gary L. Near

                                                     Title     Treasurer












REAFFIRMATION OF
SUPPLEMENTAL SUBSIDIARY GUARANTORS 



        The
undersigned have executed and delivered to Bank One, Indiana, 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. 5 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 this ____ day of December, 2004.
	 	 
	 	SHASTA INDUSTRIES, LLC

                                                     VIKING RECREATIONAL VEHICLES, LLC

                                                     COLFAX COUNTRY RV, LLC
	 

	 
	 	 
	 	By:   _______________________________________

                                                     Name:  Richard M. Lavers

                                                     Title:    Secretary
	 

	 
	 	By:   _______________________________________

                                                     Name:  Gary L. Near

                                                     Title     Treasurer