ex4304052010.htm


     

     

    
      

      

    

    

 

    THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
ANY APPLICABLE REGULATION OF ANY STATE AND IS NOT TRANSFERABLE EXCEPT UPON THE
CONDITIONS SPECIFIED IN SECTION 12.1 OF THE LOAN AGREEMENT REFERRED TO
HEREIN.

     

    THIS NOTE
IS SECURED PURSUANT TO THE TERMS OF THE LOAN AGREEMENT REFERRED TO
HEREIN.

     

    AMENDED
AND RESTATED 20% SECURED SUBORDINATED CONVERTIBLE TRANCHE B NOTE

    DUE
OCTOBER 27, 2011

     

    DATED
APRIL 5, 2010

    


     

    FOR VALUE RECEIVED, Coachmen
Industries, Inc., an Indiana corporation (“Coachmen”), All
American Homes, LLC, an Indiana limited liability company, All American Homes of
Colorado, LLC, a Colorado limited liability company, All American Homes of
Georgia, LLC, a Georgia limited liability company, All American Homes of
Indiana, LLC, an Indiana limited liability company, All American Homes of Iowa,
LLC, an Iowa limited liability company, All American Homes of North Carolina,
LLC, a North Carolina limited liability company, All American Homes of Ohio,
LLC, an Ohio limited liability company, All American Building Systems, LLC, an
Indiana limited liability company, All American Specialty Vehicles, LLC, an
Indiana limited liability company, Coachmen Motor Works, LLC, an Indiana limited
liability company, Coachmen Motor Works of Georgia, LLC, a Georgia limited
liability company, Consolidated Building Industries, LLC, an Indiana limited
liability company, Consolidated Leisure Industries, LLC, an Indiana limited
liability company, Coachmen Operations, Inc., an Indiana corporation, Coachmen
Properties, Inc., an Indiana corporation, Mod-U-Kraf Homes, LLC, a Virginia
limited liability company, and Sustainable Designs, LLC, an Indiana limited
liability company (each a “Borrower” and
collectively with Coachmen, the “Borrowers”) hereby
jointly and severally promise to pay to the order of H.I.G. All American, LLC, a
Delaware limited liability company, or its registered assigns (the “Holder”), the
principal sum of TEN MILLION EIGHT HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($10,850,000.00) as set forth herein.  Terms used herein and not
otherwise defined have the meanings set forth in Section 16 hereof.

     

    W I T N E S S E T
H:

    


    WHEREAS, the Holder and the Borrowers
are parties to a Loan Agreement, dated October 27, 2009, by and among the Holder
and the Borrowers (the “Loan Agreement”),
pursuant to which the Borrowers issued to the Holder a 20% Secured Subordinated
Convertible Tranche B Note, dated October 27, 2009, in the initial principal
amount of Ten Million Dollars ($10,000,000) (the “Original
Note”);

     

    WHEREAS, the Holder and the Borrowers
have entered into a First Amendment to the Loan Agreement on the date hereof
(the “First
Amendment”), pursuant to which the Holder has agreed to waive the
Specified Defaults (as defined in the First Amendment), and the Borrowers have
agreed to (1) issue to the Holder the New Warrants, a portion of which are being
issued in satisfaction of Coachmen’s obligation to issue the Default Shares (as
defined in the Original Note), and (2) amend the Original Note to reflect the
issuance of the New Warrants; and

     

    WHEREAS, the Borrowers are issuing this
Note to amend and restate the Original Note in its entirety.

     

    NOW, THEREFORE, in consideration of the
mutual conditions and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     

    


     

    1.           Principal.  The
Borrowers shall pay to the order of the Holder on October 27, 2011 (or, if such
day is not a Business Day, on the next succeeding Business Day) (the “Maturity Date”), TEN
MILLION EIGHT HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($10,850,000.00),
together with all accrued and unpaid interest thereon as set forth in Section
2.

     

    2.           Interest.

     

    (a)           Interest
Rate.  Interest on this Note began accruing on the Closing Date
on the initial principal balance of this Note at a rate of 20% per annum and
shall continue to accrue in such manner until the entire principal amount hereof
shall have become due and payable (whether at maturity or at a date fixed for
repurchase or by acceleration or declaration or otherwise).  Interest
may be paid in cash semi-annually on March 30 and October 30 of each
year (or, if such day is not a Business Day, on the next succeeding Business
Day), commencing October 30, 2010 (such dates are “Interest Payment
Dates”), and, if not paid in cash on the appropriate Interest Payment
Date, shall be paid in PIK Interest as provided in
section 2(c).  All interest shall be computed for the actual
number of days elapsed on the basis of a 360-day year.

     

    (b)           Delay
Interest.  The interest rate set forth in (a) above is subject
to increase at the Delay Rate as set forth in the Registration Rights
Agreement.

     

    (c)           PIK
Interest.  Any interest payable hereunder shall automatically
accrue and be capitalized to the principal amount of this Note (“PIK Interest”), and
shall thereafter be deemed to be a part of the principal amount of this Note,
unless such interest is paid in cash in accordance with Section 3 on or prior to
the applicable Interest Payment Date.  All PIK Interest that has
accrued and has not been paid in cash shall be payable in cash on the Maturity
Date.  The Borrowers shall not issue additional promissory notes to
represent the PIK Interest, and, in lieu thereof, the Holder shall keep a ledger
of the amount of PIK Interest that has accrued, which ledger shall be presumed
to be correct.

     

    (d)           Maximum Lawful
Rate.  Notwithstanding anything to the contrary in this Section
2, if during any period for which interest is computed hereunder, the amount of
interest computed on the basis provided for in this Note, together with all
fees, charges and other payments that are treated as interest under applicable
law, as provided for herein or in the Loan Agreement or any other document
executed in connection herewith or therewith, would exceed the amount of such
interest computed on the basis of the Highest Lawful Rate (as defined below),
the Borrowers shall not be obligated to pay, and the Holder shall not be
entitled to charge, collect, receive, reserve or take, interest in excess of the
Highest Lawful Rate, and during any such period the interest payable hereunder
shall be computed on the basis of the Highest Lawful Rate.  As used
herein, “Highest
Lawful Rate” means the maximum non-usurious rate of interest, as in
effect from time to time, which may be charged, contracted for, reserved,
received or collected by the Holder in connection with this Note under
applicable law.

     

    3.           Payments.  Whenever
any payment of cash is to be made by the Borrowers to the Holder, such payment
shall be made in U.S. dollars by wire transfer of immediately available to the
Holder’s account not later than 12:00 Noon (New York time) on the date due
unless such day is not a Business Day, in which case the Borrowers shall make
such payment on the next succeeding Business Day, and interest shall accrue on
the aggregate amount of such payment until such amount is paid and payment of
such accrued interest shall be made concurrently with the payment of such
amount.

     

    4.           Conversion.  This
Note is convertible into shares of Common Stock on the terms and conditions set
forth in this Section 4.

     

    (a)           Right to
Convert.  At any time after the Closing Date and before the
close of business on the Maturity Date, the Holder shall have the right, at its
option, to convert the principal amount of this Note (including any PIK
Interest), or any portion thereof, net of the Unexercised Discount, into that
number of fully paid and nonassessable shares of Common Stock (as such shares
shall then be constituted) obtained by dividing the principal amount of this
Note or portion thereof surrendered for conversion, together with any accrued
and unpaid interest thereon, by the current conversion price in effect at such
time, by surrendering the Note to be so converted in whole or in part in the
manner provided in Section 4(b).  The initial conversion price on the
Closing Date was $0.979 per share of Common Stock.  Based solely on
the issuance of the New Warrants, and the amendments to the Existing Warrants on
the date hereof, the conversion price on the date hereof is now $0.612 per share
of Common Stock.

     

    (b)           Exercise of Conversion
Privilege.

     

    (i)           In
order to exercise the conversion privilege in whole or in part, the Holder shall
surrender such Note, duly endorsed on the Note (or by letter), at the principal
executive office of Coachmen and shall give written notice of conversion in the
form provided on Annex
A hereto (or such other notice that is acceptable to Coachmen) that the
Holder elects to convert such Note or the portion thereof specified in said
notice.  Such notice shall also state the name or names (with address)
in which the certificate or certificates for shares of Common Stock that will be
issuable on such conversion will be issued.  If the shares of Common
Stock issuable upon the conversion of all or a portion of the Note are to be
issued other than to the Holder, the surrendered Note shall be duly endorsed by,
or be accompanied by instruments of transfer in form satisfactory to, Coachmen,
duly executed by the Holder or its duly authorized attorney.

     

    (ii)           As
promptly as practicable after the surrender of such Note and the receipt of such
notice, Coachmen shall issue and shall deliver to the Holder a certificate or
certificates for the number of full shares of Common Stock issuable upon the
conversion of such Note or portion thereof in accordance with the provisions of
this Section 4 and a check or cash in respect of any fractional interest in
respect of a share of Common Stock arising upon such conversion, as provided in
Section 4(c) hereof.  If any Note shall be surrendered for partial
conversion, Coachmen shall execute and deliver to the Holder, at no charge, a
new Note or Notes in authorized denominations in an aggregate principal amount
equal to the unconverted portion of the surrendered Note.

     

    (iii)           Each
conversion shall be deemed to have been effected on the date on which such Note
and such notice was received by Coachmen, and as of such date the Holder shall
be deemed the holder of record of the Common Stock issuable upon such conversion
of the Note; provided, however, that if such
surrender occurs on a date when the stock transfer books of Coachmen are closed,
the Holder shall be deemed the record holder of such Common Stock for all
purposes on the next succeeding day on which such stock transfer books are open,
but such conversion shall be at the conversion price in effect on the date upon
which such Note was surrendered.

     

    (c)           Cash Payments in Lieu of
Fractional Shares.  No fractional shares of Common Stock or
scrip representing fractional shares shall be issued upon conversion of
Notes.  If more than one Note is surrendered for conversion at one
time by the Holder, the number of full shares that are issuable upon conversion
shall be computed on the basis of the aggregate principal amount of the Notes
(or specified portions thereof to the extent permitted hereby) so surrendered
and any interest accrued thereon.  If any fractional share of Common
Stock would be issuable upon the conversion of any Note or Notes, Coachmen shall
make an adjustment therefor in cash at the current market value
thereof.  The current market value of a share of Common Stock shall be
the Closing Price on the first business day immediately preceding the day on
which the Notes (or specified portions thereof) are deemed to have been
converted.

     

    (d)           Current Conversion
Price.  The term “conversion price” shall mean $0.612 per
Share, subject to adjustment.  For purposes of this Section 4(d), the
conversion price of $0.612 shall be deemed to have become effective at the close
of business on the date hereof but shall be subject to adjustment as set forth
in Section 4(e) hereof.  The term “current conversion price” as used
herein shall mean the conversion price, as the same may be adjusted from time to
time as hereinafter provided, in effect at any given time.  In
determining the current conversion price, the result shall be expressed to the
nearest $0.01, but any such lesser amount shall be carried forward and shall be
considered at the time of and together with the next subsequent adjustment
which, together with any adjustments to be carried forward, amount to $0.01 per
Share or more.

     

    (e)           Adjustment of Conversion
Price.  The conversion price shall be subject to adjustment,
from time to time, as follows:

     

    (i)           Adjustments for Stock
Dividends, Recapitalizations, Etc.  If after the Closing Date
Coachmen (A) pays a stock dividend or make a distribution (on or in respect of
any class of its capital stock) in shares of its capital stock (whether shares
of its Common Stock or of capital stock of any other class), (B) subdivides its
outstanding shares of Common Stock, (C) combines its outstanding shares of
Common Stock into a smaller number of shares, or (D) issues by reclassification
of its shares of Common Stock any shares of capital stock of Coachmen, then, in
any such case, the current conversion price in effect immediately prior to such
action shall be adjusted to a price such that if the Holder were to convert the
Note in full immediately after such action, the Holder would be entitled to
receive the number of shares of capital stock of Coachmen that it would have
owned immediately following such action had the Note been converted immediately
prior thereto (with any record date requirement being deemed to have been
satisfied), and, in any such case, such conversion price shall thereafter be
subject to further adjustments under this Section 4.  An adjustment
made pursuant to this subsection (i) shall become effective retroactively on the
record date in the case of a dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification.

     

    (ii)           Adjustments for Other
Distributions.  If after the Closing Date Coachmen fixes a
record date for the making of a distribution to all holders of its Common Stock
(including any such distribution made in connection with a consolidation or
merger in which Coachmen is the continuing corporation) of (A) cash (whether or
not payable out of earnings or surplus), (B) other assets (other than dividends
payable in Common Stock), (C) evidences of indebtedness or other securities of
Coachmen or of any entity other than Coachmen (other than dividends payable in
Common Stock), or (D) subscription rights, options or warrants to purchase any
of the foregoing assets or securities, whether or not such rights, options or
warrants are immediately exercisable (any such distribution under clause (A),
(B), (C) or (D), hereinafter collectively referred to as “Distributions on Common
Stock”), Coachmen shall deliver to the Holder the Distribution on Common
Stock to which it would have been entitled if it had converted the Note in full
for shares of Common Stock immediately prior to the record date for the purpose
of determining stockholders entitled to receive such Distribution on Common
Stock.

     

    (iii)           Adjustments for Issuance of
Additional Stock; Change in Stock Price.  Except as provided
for in Section 4(e)(i) hereof, if Coachmen at any time or from time to time
issues any additional Common Stock (including without limitation an issuance of
any options, warrants or similar rights to purchase Common Stock or securities
convertible into or exchangeable for Common Stock), and such additional Common
Stock results in more than 16,403,409 shares of Common Stock to be outstanding
on a Fully-Diluted Basis, then, and thereafter successively upon each such
issuance, the current conversion price shall forthwith be reduced to a price
that will allow the Holders of the Notes to convert into the same percentage of
the total Common Stock outstanding on a Fully-Diluted Basis after the issuance
of such additional Common Stock as they were able to convert into immediately
prior to the issuance of such additional Common Stock.

     

    (iv)           Accountants’
Certification.  Whenever the current conversion price is
adjusted as provided in this Section 4(e), Coachmen shall promptly obtain an
officer’s certificate of its Chief Financial Officer setting forth the current
conversion price as so adjusted, the computation of such adjustment and a brief
statement of the facts accounting for such adjustment, and shall mail to the
Holder a copy of such certificate.  The Holder shall be entitled to
review such certificate and propose any modifications thereto.  In the
event of any dispute between the Holder and Coachmen over a conversion price
adjustment, the two parties shall submit the matter for final and binding
resolution to Grant Thornton LLP, or if Grant Thornton LLP is unable to serve in
such capacity, another independent accounting firm mutually acceptable to both
parties (the “Independent
Accountant”).

     

    (v)           Antidilution Adjustments
under other Securities.  Without limiting any other rights
available hereunder to the Holder, if there is an antidilution adjustment (A)
under any security which is convertible into Common Stock (except for the
Notes), whether issued prior to or after the date hereof or (B) under any
rights, options or warrants to purchase Common Stock, whether issued prior to or
after the date hereof, that (in the case of clause (A) or (B) above) results in
a reduction in the exercise or purchase price with respect to such security or
rights or results in an increase in the number of shares obtainable under such
security or rights, then an adjustment shall be made under this Section 4(e)(v)
to the current conversion price hereunder.  Any such adjustment under
this Section 4(e)(v) shall be whichever of the following results in a lower
current conversion price: (1) a reduction in the current conversion price equal
to the percentage reduction in such exercise or purchase price with respect to
such security or rights or (2) a reduction in the current conversion price that
will result in the same percentage increase in the number of shares of Common
Stock available upon conversion of the Note as the percentage increase in the
number of shares of Common Stock available under such security or
rights.  Any such adjustment under this Section 4(e)(v) shall be made
only if it would result in a lower current conversion price than that which
would be determined pursuant to any other antidilution adjustment otherwise
required hereunder as a result of the event or circumstance that triggered the
adjustment to the securities or rights described in clause (A) or (B) above (and
if any such adjustment is so made under this Section 4(e)(v) then such other
antidilution adjustment otherwise required hereunder shall not be made as a
result of such event or circumstance).

     

    (vi)           Other
Adjustments.  Without limiting any provisions of this Section
4(e) or any other provisions of this Note, if any event shall occur for which
none of the provisions of this Section 4(e) strictly apply, but the Holder in
good faith determines that an adjustment is needed to fairly protect the
conversion rights represented by the Notes in accordance with the essential
intent and principles of this Section 4(e), then, Coachmen and the Holder shall
attempt in good faith to determine the appropriate adjustment to be
made.  If after two Business Days such efforts are unsuccessful, the
parties shall retain the Independent Accountant to render a decision as to the
adjustment, if any, that is necessary to preserve, without dilution, the
conversion rights represented by the Notes, which decision shall be final and
binding upon Coachmen, the other Borrowers and the Holder.  Upon
receipt of such decision, Coachmen shall promptly mail copies thereof to the
Holder and shall make the adjustments described therein.

     

    (vii)           Meaning of
“Issuance.”  References in this Section 4 to “issuance” of
stock by Coachmen include issuances by Coachmen of previously unissued shares
and issuances, sales or other transfers by Coachmen of treasury
stock.

     

    (viii)           Participation in Rights
Offerings.  In the event Coachmen shall effect an offering of
Common Stock or other stock pro rata among its stockholders, the Holder shall be
entitled, at the Holder’s option, regardless of whether the Note is otherwise
then convertible, in lieu of the adjustments set forth herein, to elect to
participate in each and every such offering as though the Note had been
converted in full and the Holder was, at the time of any such rights offering, a
holder of that number of shares of Common Stock to which the Holder would then
be entitled to on the exercise thereof.

     

    (ix)           Participation in Stock
Dispositions.  In the event that Coachmen shall offer, approve,
accept or recommend an offering, sale, transfer, redemption, cancellation or
other disposition of Common Stock (including, without limitation, by way of any
merger, capital reorganization, or reclassification or recapitalization of the
capital stock of Coachmen) to its stockholders (other than in any offering
described in Section 4(e)(i) above) or in the event Coachmen liquidates or
dissolves following a sale or transfer of all or substantially all of its assets
to any entity, Coachmen shall arrange as part of such offering or sale for the
participation of the Holder, at the Holders’ option, whether or not the Note is
then convertible, to include the shares of Common Stock issuable upon conversion
of the Note in such offering or sale upon substantially identical
terms.

     

    (x)           Consolidation or
Merger.  If Coachmen shall at any time consolidate with or
merge into another corporation or other entity (whether or not Coachmen is the
continuing corporation after such merger or consolidation), the Holder shall
thereafter be entitled to receive, upon the conversion of the Note in whole or
in part, the securities or other property to which (and upon the same terms and
with the same rights as) a holder of the number of shares of Common Stock then
deliverable upon such conversion would have been entitled to upon such
consolidation or merger (subject to subsequent adjustments under Section 4(e)
hereof), and Coachmen shall take such steps in connection with such
consolidation or merger as may be necessary to assure the Holder that the
provisions of this Note shall thereafter be applicable in relation to any
securities or property thereafter deliverable upon the conversion of the Note,
including, but not limited to, obtaining a written acknowledgment from the
continuing corporation of its obligation to supply such securities or property
upon such conversion and to be so bound by the Note and the Loan
Agreement.  A sale, transfer or lease of all or substantially all of
the assets of Coachmen to another person shall be deemed a consolidation or
merger for the foregoing purposes.  The rights of the Holder pursuant
to this Section 4(e)(x) are in addition to any redemption rights afforded to the
Holder pursuant to Section 9 of the Loan Agreement in the event of a Change of
Control or Asset Sale (in each case as defined in the Loan Agreement); provided, that, the Holder
shall no longer have any rights pursuant this Section 4(e)(x) with respect to
any portion of the Note actually redeemed by Coachmen in accordance with the
provisions of Section 9 of the Loan Agreement.

     

    (f)           Notice to
Holder.

     

    If at any
time

     

    (i)           Coachmen
takes any action that would require an adjustment in the current conversion
price pursuant to Section 4(e)(i), (iii), (v) or (vi); or

     

    (ii)           Coachmen
authorizes granting any Distributions on Common Stock to the holders of its
Common Stock as set forth in Section 4(e)(ii); or

     

    (iii)           there
is any capital reorganization or reclassification of Coachmen’s Common Stock
(other than a change in par value or from par value to no par value or from no
par value to par value of the Common Stock), or any consolidation or merger to
which Coachmen is a party and for which approval of any stockholders of Coachmen
is required, or any sale, transfer or lease of all or substantially all of the
assets of Coachmen, or

     

    (iv)           there
is a voluntary or involuntary dissolution, liquidation or winding-up of
Coachmen,

     

    then, in
any one or more of said cases, Coachmen shall give written notice to the Holder
not less than twenty (20) days before any record date or other date set for
definitive action, of the date on which such action, reorganization,
reclassification, sale, transfer, lease, consolidation, merger, dissolution,
liquidation or winding-up shall take place, as the case maybe.  Such
notice shall also set forth such facts as shall indicate the effect of any such
action (to the extent such effect may be known at the date of such notice) on
the current conversion price and the kind and amount of the shares and other
securities and property deliverable upon conversion of the
Notes.  Such notice shall also specify any date as of which the
holders of record of the Common Stock shall be entitled to exchange their Common
Stock for securities or other property deliverable upon any such reorganization,
reclassification, sale, transfer, lease, consolidation, merger, dissolution,
liquidation or winding-up, as the case may be.

     

    5.           Non-Circumvention.  The
Borrowers hereby covenant and agree that neither Coachmen nor any other Borrower
shall, by amendment of its articles of incorporation or articles of formation
(as applicable) or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Note, and shall at all times in good faith carry out all of
the provisions of this Note and take all action as may be required to protect
the rights of the Holder of this Note.

     

    6.           Joint and Several
Liability.  Each of the Borrowers is jointly and severally
liable to pay all obligations owing to the Holder under this Note and the Loan
Agreement, and the Holder may seek payment of any obligation due, or exercise
any right pursuant to, this Note, the Loan Agreement, or any other Transaction
Document (as defined in the Loan Agreement), against any individual Borrower or
against any combination of the Borrowers, in its sole discretion.

     

    7.           Transfer.  This
Note may be offered, sold, assigned or transferred by the Holder without the
consent of Coachmen or any other Borrower, subject only to the provisions of
Section 12.1 of the Loan Agreement.  The Borrowers shall comply with
the provisions of Section 12.1 of the Loan Agreement regarding the issuance of a
new Note or Notes to permitted transferees.

     

    8.           No
Prepayment.  The Borrowers may not prepay any portion of the
principal or interest due or to become due pursuant to this Note under any
circumstances without the prior written consent of the Holder.

     

    9.           Remedies; Injunctive
Relief.  The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note, the Loan
Agreement, the Registration Rights Agreement, any other Transaction Documents
(as defined in the Loan Agreement), at law or in equity (including a decree of
specific performance and/or other injunctive relief), and nothing herein shall
limit the Holder’s right to pursue actual and consequential damages for any
failure by the Borrowers to comply with the terms of this
Note.  Amounts set forth or provided for herein with respect to
payments, conversion and the like (and the computation thereof) shall be the
amounts to be received by the Holder and shall not, except as expressly provided
herein, be subject to any other obligation of the Borrowers (or the performance
thereof).  The Borrowers acknowledge that a breach by of their
obligations hereunder will cause irreparable harm to the Holder and that the
remedy at law for any such breach may be inadequate.  The Borrowers
therefore agree that, in the event of any such breach, the Holder shall be
entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required.

     

    10.           Payment of Collection,
Enforcement and Other Costs.  If (a) this Note is placed in the
hands of an attorney for collection or enforcement or is collected or enforced
through any legal proceeding or the Holder otherwise takes action to collect
amounts due under this Note or to enforce the provisions of this Note or (b)
there occurs any bankruptcy, reorganization, receivership of Coachmen or other
proceedings affecting Coachmen’s creditors’ rights and involving a claim under
this Note, then Coachmen shall all pay the costs incurred by the Holder for such
collection, enforcement or action or in connection with such bankruptcy,
reorganization, receivership or other proceeding, including, but not limited to,
attorneys fees and disbursements.

     

    11.           Construction;
Headings.  This Note shall be deemed to be jointly drafted by
Coachmen and the Holder and shall not be construed against any person as the
drafter hereof.  The headings of this Note are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Note.

     

    12.           Failure or Indulgence Not
Waiver.  No failure or delay on the part of the Holder in the
exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right,
power or privilege.

     

    13.           Waiver of
Notice.  To the extent permitted by law, Coachmen hereby waives
demand, notice, protest and all other demands and notices in connection with the
delivery, acceptance, per­formance, default or enforcement of this Note and
the Loan Agreement.

     

    14.           Governing
Law.  This Note shall be construed and enforced in accordance
with and governed by the internal laws of the State of Florida, without
reference to the choice of law provisions thereof.

     

    15.           Recitals
Incorporated.  The recitals to this Note are true and correct
and incorporated herein with the same force and effect as if set forth in the
body hereof.

     

    16.           Certain
Definitions.  For purposes of this Note, the following terms
shall have the following meanings:

     

    (a)           “Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks in
the City of New York are authorized or required by law to remain closed, and a
day on which the Holder is open for the transaction of business.

     

    (b)           “Closing Date” means
October 27, 2009.

     

    (c)           “Closing Price” means
the reported last sale price of a unit of a security on a given day or, in case
no such sale takes place on such day, the average of the reported closing bid
and asked prices, in each case on the principal national securities exchange on
which the security is listed or admitted to trading, or, if the security is not
listed or admitted to trading on any national securities exchange, the closing
sales price, or, if there is no closing sales price, the average of the closing
bid and asked prices, in the over-the counter market as reported by the National
Association of Securities Dealers Automated Quotation System, or, if not so
reported, as reported by the National Quotation Bureau, Incorporated, or any
successor thereof, or, if not so reported, the average of the closing bid and
asked prices as furnished by any member of the Financial Industry Regulatory
Authority, Inc. selected from time to time by Coachmen on a consistent basis for
that purpose, or if no such prices are furnished, the fair market value of the
security as estimated by a nationally recognized investment banking firm
selected by Coachmen and approved by the Holder, which estimate shall be
prepared at the expense of Coachmen; provided, however, that any determination
of the “Closing Price” of any security shall be based on the assumption that
such security is freely transferable without registration under the Securities
Act of 1933 and without regard to any possible reduction in price that may be
caused by the sale of a large block of securities.

     

    (d)           “Common Stock” shall
mean the common stock, no par value, of Coachmen.

     

    (e)           “Delay Rate” shall
have the meaning ascribed thereto in the Registration Rights
Agreement.

     

    (f)           “Existing Warrants”
shall mean the 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 all replacements and renewals hereafter issued by Coachmen in
substitution or exchange therefor.

     

    (g)           “First Amendment”
shall have the meaning set forth in the recitals hereto.

     

    (h)           “Fully-Diluted Basis”
shall mean, as applied to the calculation of the number of shares of Common
Stock outstanding at any time, after giving effect to (a) all shares of Common
Stock outstanding at the time of determination; (b) all shares of Common Stock
issuable upon the exercise of any option, warrant (including the New Warrants
and the Existing Warrants) or similar right to purchase Common Stock outstanding
at the time of determination; and (c) all shares of Common Stock issuable upon
the conversion or exchange of any security convertible into or exchangeable for
shares of Common Stock (including this Note).  Such calculation will
not be made in accordance with the “treasury method.”

     

    (i)           “Loan Agreement” shall
have the meaning set forth in the recitals hereto.

     

    (j)           “New Warrants” shall
mean the Common Stock Purchase Warrant issued to the Lender on the date hereof
pursuant to the First Amendment, and all replacements and renewals hereafter
issued by Coachmen in substitution or exchange therefor.

     

    (k)           “Note” shall mean this
Amended and Restated 20% Senior Secured Convertible Tranche B Note, and all
replacements, renewals and any other notes of like tenor hereafter issued by the
Borrowers in payment of interest thereon or in substitution or exchange for any
thereof.

     

    (l)           “Original Note” shall
have the meaning set forth in the recitals hereto.

     

    (m)           “Person” or “person” shall mean
any individual, sole proprietorship, partnership, corporation, limited liability
company, limited liability partnership, business trust, unincorporated
association, joint stock corporation, trust, joint venture or other entity or
any government or any agency or instrumentality or political subdivision
thereof.

     

    (n)           “Registration Rights
Agreement” shall mean that certain Registration Rights Agreement, dated
October 27, 2009, by and between Coachmen and the Holder, as amended on the date
hereof, and as further amended from time to time by the mutual agreement of
Coachmen and the Holder.

     

    *   *   *   *   *

     


    
      
        
          


          
            	
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    IN
WITNESS WHEREOF, each of the undersigned has caused this Amended and Restated
Secured Subordinated Convertible Tranche B Note to be executed and issued on its
behalf by its officer thereunto duly authorized.

     

    
      	
              HOLDER

               

              H.I.G.
      ALL AMERICAN, LLC

               

               

               

              By:  /s/
      Fabian de Armas

               

              Title:  Vice
      President

            	 
      	
              BORROWERS

               

              COACHMEN
      INDUSTRIES, INC.

               

               

              By:
      /s/ Richard M. Lavers

               

              Title:  Chief
      Executive Officer

            
	
              ALL
      AMERICAN HOMES, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

               

            
	 
      	 
      	
              ALL
      AMERICAN HOMES OF COLORADO, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

            
	 
      	 
      	
              ALL
      AMERICAN HOMES OF GEORGIA, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

            
	 
      	 
      	
              ALL
      AMERICAN HOMES OF INDIANA, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

            
	 
      	 
      	
              ALL
      AMERICAN HOMES OF IOWA, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

            
	 
      	 
      	
              ALL
      AMERICAN HOMES OF NORTH CAROLINA, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

            
	 
      	 
      	
              ALL
      AMERICAN HOMES OF OHIO, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

            
	 
      	 
      	
              ALL
      AMERICAN BUILDING SYSTEMS, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

            
	
              ALL
      AMERICAN SPECIALTY VEHICLES, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

               

            
	
              COACHMEN
      MOTOR WORKS, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

               

            
	 
      	 
      	
              COACHMEN
      MOTOR WORKS OF GEORGIA, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

               

            
	 
      	 
      	
              CONSOLIDATED
      BUILDING INDUSTRIES, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

               

            
	 
      	 
      	
              CONSOLIDATED
      LEISURE INDUSTRIES, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

               

            
	 
      	 
      	
              COACHMEN
      OPERATIONS, INC.

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

               

            
	 
      	 
      	
              COACHMEN
      PROPERTIES, INC.

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

            
	 
      	 
      	
              MOD-U-KRAF
      HOMES, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

            
	 
      	 
      	
              SUSTAINABLE
      DESIGNS, LLC

               

               

              By:  /s/
      Martin Miranda

               

              Title:  Treasurer

               

            


    

    



    
      
        
          


          
            	
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    ANNEX
A

    


    FORM OF
CONVERSION NOTICE

    (To be
signed only on conversion of the Note)

     

    To:           Coachmen Industries,
Inc.

     

    The undersigned holder of the within
Tranche B Note, hereby irrevocably elects to convert such Tranche B Note (or
$_______ of the principal amount thereof) into  _________________
shares of Common Stock of Coachmen Industries, Inc., an Indiana corporation, and
requests that the certificates for such shares be issued in the name of, and
delivered to 

    , whose address
is                                                                                                

    .

     

    


     

    Dated:                                                      

    (Signature must conform to name of
holder as

     specified on the face of the
Note)

     

    



    
      
        
          


          
            	
                    MIAMI
      866362 v2 (2K)