ex4504052010.htm


     

     

    
      

      

    

     

    
 

    FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT

     

    This FIRST AMENDMENT TO REGISTRATION
RIGHTS AGREEMENT (this “Amendment”), dated
April 5, 2010, is entered into by and between Coachmen Industries, Inc., an
Indiana corporation (“Coachmen”), and
H.I.G. All American, LLC, a Delaware limited liability company (the “Lender”).  Capitalized
terms used herein and not otherwise defined have the meanings ascribed thereto
in the Registration Rights Agreement (defined below).

     

    W I T N E S S E T
H:

     

    WHEREAS, the Lender, Coachmen, and
certain of Coachmen’s direct and indirect subsidiaries (together with Coachmen,
collectively, the “Borrowers”),
previously entered into a Loan Agreement, dated as of October 27, 2009 (the
“Loan
Agreement”), pursuant to which the Lender extended a line of credit to
the Borrowers under the Revolving Notes and a term loan under the Tranche B
Notes (collectively, the “Notes”), and was
issued Warrants exercisable into Warrant Shares representing shares of Coachmen
common stock, no par value (“Common
Stock”);

     

    WHEREAS, as a material inducement to
the Lender to enter into and perform the Loan Agreement, the Lender and Coachmen
entered into a Registration Rights Agreement, dated October 27, 2009 (the “Registration Rights
Agreement”), to provide liquidity to the Lender through registration of
the issuance of the Conversion Shares and the resale of the Conversion Shares
and Warrant Shares;

     

    WHEREAS, the Lender and the Borrowers
are entering into a First Amendment to Loan Agreement on the date hereof (the
“First
Amendment”), pursuant to which the Lender is waiving certain Specified
Defaults (as defined in the First Amendment) of the Borrowers and Coachmen is
issuing to the Lender additional Warrants (the “New Warrants”)
exercisable into additional Warrant Shares;

     

    WHEREAS, as a material inducement to
the Lender to enter into the First Amendment and as a condition precedent to the
effectiveness thereof, Coachmen has agreed to enter into this Amendment for the
purpose of providing Holders the same registration rights with respect to the
additional Warrant Shares issuable upon exercise of the New Warrants as are
applicable to the Warrant Shares issuable upon exercise of the existing
Warrants.

     

    NOW, THEREFORE, in consideration of the
mutual covenants and agreements hereinafter contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     

     

    SECTION
1. Amendments to Section 1.1 of
the Registration Rights Agreement.  Section 1.1 of the
Registration Rights Agreement is hereby amended as provided in (a) through (g)
below.

     

    (a) The
definition of “Warrants” is hereby amended and restated so that it reads, in its
entirety, as follows:

     

    “Warrants” shall mean,
collectively, the (a) Amended and Restated Common Stock Purchase Warrant
originally issued to the Lender on October 27, 2009 and amended and restated on
the date hereof and (b) Common Stock Purchase Warrant issued to the Lender on
the date hereof pursuant to the First Amendment, and in either case shall
include all replacements and renewals hereafter issued by Coachmen in
substitution or exchange for any thereof.

     

    (b) The
definition of “Warrant Shares” is hereby amended and restated so that it reads,
in its entirety, as follows:

     

    “Warrant Shares” shall
mean the shares of Coachmen common stock, no par value, issued or issuable upon
exercise of any of the Warrants, and any securities of Coachmen distributed or
issued with respect thereto by way of a stock dividend, stock split or in
connection with a combination of shares, recapitalization, merger,
consolidation, reorganization or otherwise.

     

    SECTION
2. References to and Effect
Upon the Registration Rights Agreement and the Other Transaction
Documents.

     

    (a) Except as
specifically modified hereby, all terms, conditions, covenants and other
provisions contained in the Registration Rights Agreement, and all rights of the
Holders thereunder, remain in full force and effect.  Coachmen hereby
confirms that the Registration Rights Agreement is in full force and effect and
that it has no defense, claim or counterclaim with respect to any of its
obligation thereunder.

     

    (b) Except as
expressly set forth herein, the execution, delivery and effectiveness of this
Amendment shall not directly or indirectly amend, modify or operate as a waiver
of any provision of the Registration Rights Agreement or any right, power or
remedy of the Holders, as applicable.

     

    (c) From and
after the date hereof, the term “Registration Rights Agreement” in the Loan
Agreement and any other Transaction Document (as defined in the Loan Agreement)
shall mean the Registration Rights Agreement, as amended by this
Amendment.

     

    SECTION
3. Miscellaneous.

     

    (a) 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 but one and
the same instrument.  Delivery of the executed counterpart of this
Amendment by telecopy or electronic mail shall be as effective as delivery of a
manually executed counterpart to this Amendment.

     

    (b) Severability.  The
illegality or unenforceability of any provision of this Amendment or any
instrument or agreement required hereunder shall not in any way affect or impair
the legality or enforceability of the remaining provisions of this Amendment or
any instrument or agreement required hereunder.

     

    (c) Captions.  Section
captions used in this Amendment are for convenience only, and shall not affect
the construction of this Amendment.

     

    (d) Governing
Law.  This Amendment shall be governed by and construed and
interpreted in accordance with the internal laws of the State of Florida but
excluding any principles of conflicts of law or other rule of law that would
cause the application of the law of any jurisdiction other than the laws of the
State of Florida.

     

    [Signature
pages follow]

     

    


     


    
      
        
          


          
            	
                    MIAMI
      866574 (2K)

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties hereto
have caused this First Amendment to Registration Rights Agreement to be duly
executed as of the date and year first above written.

     

     

        COACHMEN
INDUSTRIES, INC.

     

        By:  /s/
Richard M. Lavers

     

        Name:  Richard
M. Lavers

     

        Title:  Chief
Executive Officer

     

     

     

        H.I.G. ALL
AMERICAN, LLC

     

        By:  /s/
Fabian de Armas

     

        Name:  Fabian
de Armas

     

        Title:  Vice
President

     


    
      
        
          


          
            	
                    MIAMI
      866574 (2K)