ex4604052010.htm


    
 

     

    
      

      

    

     

    
 

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR OTHERWISE IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF SUCH ACT.  IN ADDITION, THE SECURITIES
REPRESENTED HEREBY ARE SUBJECT TO THE LIMITATIONS ON TRANSFER SET FORTH IN THE
LOAN AGREEMENT REFERRED TO HEREIN.  A COPY OF THE LOAN AGREEMENT IS
AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF COACHMEN AND WILL BE
FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO
COACHMEN.

     

    


     

    COACHMEN
INDUSTRIES, INC.

     

    No.
W-3

    


      COMMON
STOCK PURCHASE WARRANT


                 

     Warrant
to Purchase

     9,557,939
shares

     of
Common Stock

    


     April
5, 2010

    


    This
Common Stock Purchase Warrant (this “Warrant”) certifies
that, for value received, H.I.G. All American, LLC (the “Lender”) is entitled
to purchase from Coachmen Industries, Inc., an Indiana corporation (“Coachmen”), up to
9,557,939 shares of common stock, no par value per share (the “Common Stock”), at
the price (the “Exercise Price”) of
$.00001 per share, at any time or from time to time during the period commencing
on the date hereof and ending at 5:00 P.M. on the tenth anniversary of the date
hereof (the “Expiration
Date”).

     

    This
Warrant has been issued pursuant to a First Amendment to Loan Agreement entered
into on the date hereof by the Lender, Coachmen, and the direct and indirect
subsidiaries of Coachmen party thereto (the “First Amendment”),
for the purpose of waiving certain defaults of Coachmen and its subsidiaries
under, and amending certain terms and provisions of, the Loan Agreement, dated
October 27, 2009, by and among the Lender, Coachmen and such subsidiaries
(the “Loan
Agreement”).  This Warrant is subject to the terms and
conditions, and entitled to the benefits, of the Loan Agreement (as amended by
the First Amendment), including provisions providing certain information and
other rights.  This Warrant is also entitled to the rights and
privileges of that certain Registration Rights Agreement, dated October 27,
2009, by and between Coachmen and the Lender, as amended on the date
hereof.  Copies of the Loan Agreement and Registration Rights
Agreement are available for inspection at the principal office of Coachmen and
will be furnished without charge to the Holder upon written request to Coachmen.
Capitalized terms used herein and not defined shall have the meanings set forth
in the Loan Agreement.

     

    SECTION
1                      DEFINITIONS;
INTERPRETATION.  As used in this Warrant, the following terms
shall have the following meanings:

     

    1.1           Definitions.

     

    “Aggregate Exercise
Price” is defined in Section 3.1(a).

     

    “Applicable Law” shall
mean all provisions of laws, statutes, ordinances, rules, regulations, permits,
certificates or orders of any Governmental Authority applicable to the Person in
question or any of its assets or property, and all judgments, injunctions,
orders and decrees of all courts and arbitrators in proceedings or actions in
which the Person in question is a party or by which any of its assets or
properties are bound.

     

    “Assignment Form”
shall mean the assignment form attached as Annex 2
hereto.

     

    “Business Day” shall
mean any day other than a Saturday, Sunday, or other day on which commercial
banks are authorized or required to close under the laws of the State of New
York, and a day on which the Lender is open for the transaction of
business.

     

    “Coachmen” is defined
in the Preamble.

     

    “Common Stock” shall
mean the (a) common stock, no par value per share of Coachmen, and (b) any
securities issued or issuable with respect to the capital stock referred to in
clause (a) above by way of stock dividends or stock splits or in connection with
a combination of shares, recapitalization, merger, consolidation, or other
reorganization.

     

    “Delivery Date” is
defined in Section 3.2.

     

    “Exchange Form” shall
mean the exchange form attached as Annex 3
hereto.

     

    “Executive Officer”
shall mean, with respect to Coachmen, its President, Chief Financial Officer or
Treasurer.

     

    “Exercise Form” shall
mean the exercise form attached as Annex 1
hereto.

     

    “Exercise Price” shall
mean $.00001 per share of Common Stock, subject to adjustment from time to time
in the manner provided in Section 3.3.

     

    “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 any Existing Warrant issued in connection with
an exchange or transfer of such Existing Warrant or in replacement of such
Existing Warrant.

     

    “Expiration Date” is
defined in the Preamble.

     

    “First Amendment” is
defined in the Preamble.

     

    “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 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 the Tranche B Notes).  Such
calculation will not be made in accordance with the “treasury
method.”

     

    “Governmental
Authority” shall mean any nation or government, any state, province, or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government.

     

    “Holder” is defined in
Section 2.1.

     

    “Lender” is defined in
the Preamble.

     

    “Loan Agreement” is
defined in the Preamble.

     

    “Market Price” means,
with respect to a share of Common Stock on any Business Day:

     

    (a)           if
the Common Stock is Publicly Traded at the time of determination, the average of
the closing prices for the Common Stock on all domestic securities exchanges on
which such security may at the time be listed, or, if there have been no sales
on any such exchange on such day, the average of the highest bid and lowest
asked prices on all such exchanges at the end of such day, or, if on any day
such security is not so listed, the average of the representative bid and asked
prices quoted on the NASDAQ as of 4:00 P.M., New York time, on such day, or if
on any day such security is not quoted in the NASDAQ, the average of the highest
bid and lowest asked prices on such day in the domestic over-the-counter market
as reported by the National Quotation Bureau, Incorporated, or any similar
successor organization, in each such case averaged over a period of twenty-one
(21) days consisting of the day as of which “Market Price” is being determined
and the twenty (20) consecutive Business Days prior to such day; or

     

    (b)           if
the Common Stock is not Publicly Traded at the time of determination then,
solely for purposes of Section 3, the Market Price will be the fair value of the
Common Stock as determined by the Valuation Procedures, taking into account
their fiduciary duties (including the holder of this Warrant as if exercised),
but if, in connection with Section 3, the Current Market Price is hereby
referenced in connection with the issuance or sale (or deemed issuance or sale)
of Common Stock to an Affiliate of Coachmen, then the Market Price shall be the
Market Value Per Share; and for all other purposes, including for purposes of
Section 4, the Market Price shall be the Market Value Per Share.

     

    “Market Value” means
the highest price that would be paid for the entire common equity interest in
Coachmen on a going-concern basis in a single arm’s-length transaction between a
willing buyer and a willing seller (neither acting under compulsion), using
valuation techniques then prevailing in the securities industry and always
determined in accordance with the Valuation Procedures, and assuming full
disclosure and understanding of all relevant information and a reasonable period
of time for effectuating such sale.  For the purposes of determining
the Market Value, (a) the exercise price of options or warrants to acquire
Common Stock which are deemed to have been exercised for the purpose of
determining the number of shares of Common Stock outstanding on a Fully Diluted
Basis, shall be deemed to have been received by Coachmen, (b) the liquidation
preference or indebtedness, as the case may be, represented by securities which
are deemed exercised for or converted into Common Stock for the purpose of
determining the number of shares of Common Stock outstanding on a Fully Diluted
Basis shall not be deemed to be outstanding, (c) any contract limitation in
respect of the shares of Common Stock, including their transfer, voting and
other rights shall not be taken into account and (d) any illiquidity arising by
contract law in respect of the shares of Common Stock and any voting rights or
control rights amongst the stockholders of Coachmen, shall be deemed to have
been eliminated or cancelled.

     

    “Market Value Per
Share” shall mean the price per share of Common Stock obtained by
dividing (a) the Market Value by (b) the number of shares of Common Stock
outstanding (on a Fully Diluted Basis) at the time of
determination.

     

    “NASDAQ” means the
NASDAQ National Market or the NASDAQ Smallcap Market.

     

    “Organizational
Documents” shall mean, with respect to any Person, each instrument or
other document that (a) defines the existence of such Person, including its
articles or certificate of incorporation or organization, as filed or recorded
with an applicable Governmental Authority or (b) governs the internal affairs of
such Person, including its by-laws or operating agreement, in each case as
amended, supplemented or restated.

     

    “Other Anti-Dilution
Instruments” shall mean any option, warrant, convertible security or
other rights to acquire Common Stock, excluding this Warrant “W-3”, whether
outstanding as of the date hereof or hereafter issued, together with any
agreements relating thereto, which provide for anti-dilution or other
adjustments in the number of shares of Common Stock and/or exercise or
conversion price.

     

    “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.

     

    “Publicly Traded”
shall mean, with respect to any security, that such security is (a) listed on a
domestic securities exchange, (b) quoted on NASDAQ or (c) traded in the domestic
over-the-counter market, which trades are reported by the National Quotation
Bureau, Incorporated.

     

    “Requisite Holders”
shall mean Holders holding Warrants or Warrant Shares representing more than 50%
of all Warrant Shares issued or issuable upon exercise of the Warrants
outstanding on the date of determination.

     

    “Revolving Notes”
shall have the meaning assigned thereto in the Loan Agreement.

     

    “Tax” shall mean all
taxes, charges, fees, duties, levies or other assessments, including, without
limitation, income, gross receipts, net proceeds, ad valorem, turnover, real and
personal property (tangible and intangible), sales, use, franchise, excise,
value added, license, payroll, unemployment, environmental, customs duties,
capital stock, stamp, leasing, lease, user, transfer, fuel, excess profits,
occupational and interest realization, windfall profits, severance and
employees’ income withholding and Social Security taxes imposed by the United
States or any foreign country or by any state, municipality, subdivision or
instrumentality of the United States or of any foreign country or any other tax
authority, including all applicable penalties and interest, and such term shall
include any interest, penalties or additions to tax attributable to such
Taxes.

     

    “Tranche B Notes”
shall have the meaning assigned thereto in the Loan Agreement.

     

    “Valuation Procedures”
shall mean, with respect to the determination of any amount or value required to
be determined in accordance with such procedure, a determination (which shall be
final and binding on Coachmen and the Holders) made (a) by agreement among
Coachmen and the Requisite Holders within thirty (30) days following the event
requiring such determination or (b) in the absence of such an agreement, an
Appraiser (as defined below) selected in accordance with the further provisions
of this section.  If required, an Appraiser shall be selected within
ten (10) days following the expiration of the 30-day period referred to above,
either by agreement among Coachmen and the Requisite Holders or, in the absence
of such agreement, by lot from a pool of four potential Appraisers remaining
after Coachmen nominates three, the Requisite Holders nominate three, and each
side eliminates one potential Appraiser.  The selected Appraiser shall
be instructed by Coachmen and the Requisite Holders to make its determination
within thirty (30) days of its selection.  With respect to a
determination of Market Value, if Coachmen’s Board of Directors is unable to
determine a valuation, then the fees and expenses of an Appraiser selected
hereunder shall be borne entirely by Coachmen.  In all other
instances, the fees and expenses of the Appraiser shall be borne fully by the
party whose amount or value determination is furthest from the valuation
determined by the Appraiser.  All amounts payable by the Holders shall
be payable on a pro rata
basis.  As used herein, “Appraiser” shall mean (a) with respect to a
determination of Market Value, Grant Thornton LLP, or another
nationally-recognized accounting firm if such firm is unable to serve in such
capacity, and (b) with respect to any other valuation required hereunder, Grant
Thornton LLP, or another firm of the type generally considered to be qualified
in making determinations of the type required if such firm is unable to serve in
such capacity.  In no event, however, will more than one Appraiser be
selected to make a determination hereunder.  The determination made by
the Appraiser shall be final, conclusive and binding on the
parties.

     

    “Warrant” or “Warrants” means this
Warrant (and not the Existing Warrants) and any Warrant issued in connection
with an exchange or transfer of this Warrant or in replacement of this
Warrant.

     

    “Warrant Register” is
defined in Section 2.1.

     

    “Warrant Shares” means
the shares of Common Stock issued or issuable upon exercise of a Warrant (but
not an Existing Warrant) in accordance with Section 3.1 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.  As used in this
Warrant, the phrase “Warrant Shares then held” by any Holder or Holders shall
mean Warrant Shares held at the time of determination by such Holder or Holders,
and shall include Warrant Shares issuable upon exercise of Warrants held at the
time of determination by such Holder or Holders.

     

    1.2           Interpretation.  Unless
the context of this Warrant clearly requires otherwise, references to the plural
include the singular, to the singular include the plural, and to the part
include the whole.  The term “including” is not limiting and the term
“or” has the inclusive meaning represented by the term “and/or.”  The
words “hereof,” “herein,” “hereunder,” and similar terms in this Warrant refer
to this Warrant as a whole and not to any particular provision of this Warrant.
References to “Articles”, “Sections,” “Subsections,” “Exhibits,” and “Schedules”
are to Articles, Sections, Subsections, Exhibits and Schedules, respectively, of
this Warrant, unless otherwise specifically provided.  Terms defined
herein may be used in the singular or the plural.  Any capitalized
terms used herein which are not specifically defined herein have the meaning
given to them in the Loan Agreement.

     

    SECTION
2.                      FORM; EXCHANGE FOR WARRANTS;
TRANSFER; TAXES

     

    2.1           Warrant
Register.  Each Warrant issued, exchanged or transferred shall
be registered in a warrant register (the “Warrant
Register”).  The Warrant Register shall set forth the number of
each Warrant, the name and address of the holder thereof (a “Holder”), and the
original number of Warrant Shares purchasable upon the exercise
thereof.  The Warrant Register will be maintained by Coachmen and will
be available for inspection by any Holder at the principal office of Coachmen or
such other location as Coachmen may designate to the Holders in the manner set
forth in Section 5.2 hereof.  Coachmen shall be entitled to treat the
Holder of any Warrant as the owner in fact thereof for all purposes and shall
not be bound to recognize any equitable or other claim to or interest in such
Warrant on the part of any other person.

     

    2.2           Exchange of
Warrants.

     

    (a)           A
Holder may exchange a Warrant for another Warrant or Warrants of like kind and
tenor representing in the aggregate the right to purchase the same number of
Warrant Shares that could be purchased pursuant to the Warrant being so
exchanged.  In order to effect an exchange permitted by this Section
2.2, the Holder shall deliver to Coachmen such Warrant accompanied by an
Exchange Form in the form attached hereto as Annex 3 signed by the
Holder thereof specifying the number and denominations of Warrants to be issued
in such exchange and the names in which such Warrants are to be
issued.  Within ten (10) Business Days of receipt of such a request,
Coachmen shall issue, register and deliver to the Holder thereof each Warrant to
be issued in such exchange.

     

    (b)           Upon
receipt of evidence reasonably satisfactory to Coachmen (an affidavit of the
Holder being satisfactory) of the ownership and the loss, theft, destruction or
mutilation of any Warrant, and in the case of any such loss, theft or
destruction, upon receipt of an indemnity reasonably satisfactory to Coachmen
(an agreement by the Holder being satisfactory) or, in the case of any such
mutilation, upon surrender of such Warrant, Coachmen shall (at its expense)
execute and deliver in lieu of such Warrant a new Warrant of like kind and tenor
representing the same rights represented by and dated the date of such lost,
stolen, destroyed or mutilated Warrant.  Any such new Warrant shall
constitute an original contractual obligation of Coachmen, whether or not the
allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time
enforceable by any Person.

     

    (c)           Coachmen
shall pay all Taxes (other than any applicable income or similar Taxes payable
by a Holder of a Warrant) attributable to an exchange of a Warrant pursuant to
this Section 2.2; provided, however, that
Coachmen shall not be required to pay any Tax which may be payable in respect of
any transfer involved in the issuance of any Warrant in a name other than that
of the Holder of the Warrant being exchanged.

     

    2.3           Transfer of
Warrant.

     

    (a)           Subject
to Section 2.3(c) hereof, each Warrant and the rights thereunder may be
transferred by the Holder thereof by delivering to Coachmen such Warrant
accompanied by a properly completed Assignment Form in the form of Annex
2.  Within ten (10) Business Days of receipt of such Assignment
Form Coachmen shall issue, register and deliver to the Holder, subject to
Section 2.3(c) hereof, a new Warrant or Warrants of like kind and tenor
representing in the aggregate the right to purchase the same number of Warrant
Shares that could be purchased pursuant to the Warrant being
transferred.  If a Warrant is to be transferred on behalf of a Holder
by an attorney, the original power of attorney, duly approved, or a copy
thereof, duly certified, shall be deposited and remain with
Coachmen.  In the case of any transfer by executors, administrators,
guardians or other legal representatives, duly authenticated evidence of their
authority shall be produced and may be required to be deposited and remain with
Coachmen in its discretion.

     

    (b)           Each
Warrant issued in accordance with this Section 2.3 shall bear the restrictive
legend set forth on the face of this Warrant, unless the Holder or transferee
thereof supplies to Coachmen an opinion of counsel, reasonably satisfactory to
Coachmen, that the restrictions described in such legend are no longer
applicable to such Warrant.

     

    (c)           The
transfer of Warrants and Warrant Shares shall be permitted, so long as such
transfer is pursuant to a transaction that complies with, or is exempt from, the
provisions of the Securities Act, and Coachmen may require an opinion of counsel
(which may be internal counsel to a Holder) in form and substance reasonably
satisfactory to it to such effect prior to effecting any transfer of Warrants or
Warrant Shares.

     

    SECTION
3.                      EXERCISE OF WARRANT;
EXCHANGE FOR WARRANT SHARES.

     

    3.1           Exercise of
Warrants.  On any Business Day prior to the Expiration Date, a
Holder may exercise a Warrant, in whole or in part, by delivering to Coachmen
such Warrant accompanied by a properly completed Exercise Form in the form of
Annex 1 and a
check in an aggregate amount equal to the product obtained by multiplying (a)
the Exercise Price by (b) the number of Warrant Shares being purchased (the
“Aggregate Exercise
Price”); provided, however, in the event
any Holder exercises a Warrant in connection with or immediately prior to a sale
by such Holder of Warrant Shares, in lieu of paying the aggregate Exercise Price
therefor, such Holder may elect to effect a cashless exercise of the Warrant by
receiving that number of Warrant Shares which is equal to the number of shares
for which the Warrant is being exercised less the number of shares having an
aggregate Market Price equal to the Aggregate Exercise Price.  For
purposes of this Section 3.1, the Market Price referred to in the previous
sentence shall be the actual per share price at which such Holder sold such
Warrant Shares; provided that the sale was not to an affiliate and was otherwise
arms-length.  Any partial exercise of a Warrant shall be for a whole
number of Warrant Shares only.

     

    3.2           Issuance of Common
Stock.

     

    (a)           Within
ten (10) Business Days following the delivery date (the “Delivery Date”) of
(i) an Exercise Form in accordance with Section 3.1(a), (ii) a Warrant and (iii)
any required payments of the Aggregate Exercise Price, Coachmen shall issue and
deliver to the Holder a certificate or certificates, registered in the name or
names set forth on such notice, representing the Warrant Shares being purchased
or to be received upon such exercise.

     

    (b)           If
a Holder shall exercise or exchange a Warrant for less than all of the Warrant
Shares that could be purchased or received thereunder, Coachmen shall issue to
the Holder, within ten (10) Business Days of the Delivery Date, a new Warrant of
like kind and tenor to such Warrant evidencing the right to purchase the
remaining Warrant Shares.  Each Warrant surrendered pursuant to
Section 3.1(a) shall be canceled.

     

    (c)           Coachmen
shall not be required to issue fractional shares of Common Stock upon the
exercise or exchange of a Warrant.  If any fraction of a share of
Common Stock would be issuable on the exercise or exchange of any Warrant,
Coachmen may, in lieu of issuing such fractional share, pay to such Holder for
any such fraction of a share an amount in cash equal to the product obtained by
multiplying (i) such fraction by (ii) the Market Price in effect on the Delivery
Date.

     

    (d)           Coachmen
shall pay all Taxes (other than any applicable income Taxes payable by a Holder
of a Warrant) attributable to the initial issuance of Warrant Shares upon the
exercise or exchange of a Warrant; provided, however, that
Coachmen shall not be required to pay any Tax that might be payable in respect
of any transfer involved in the issuance of a Warrant or certificate for Warrant
Shares in a name other than that of the Holder of the Warrant being exercised or
exchanged.

     

    (e)           If
permitted by Applicable Law, the person in whose name any certificate for shares
of Common Stock is issued upon exercise or exchange of a Warrant shall for all
purposes be deemed to have become the holder of record of such shares on the
Delivery Date, irrespective of the date of delivery of such certificate, except
that, if the Delivery Date is a date when the stock transfer books of Coachmen
are closed, such person shall be deemed to have become the holder of record of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.

     

    (f)           Coachmen
shall at all times reserve and keep available, free from preemptive rights, out
of its authorized but unissued Common Stock, for the purpose of enabling it to
satisfy any obligation to issue Warrant Shares upon exercise of this Warrant,
the maximum number of shares of Common Stock deliverable upon the (i) exercise
of all outstanding Warrants and Existing Warrants and (ii) conversion of all
outstanding Tranche B Notes.  Upon the exercise of any Warrant,
Coachmen shall issue shares of Common Stock that will be duly authorized,
validly issued, fully paid and nonassessable and free from all Taxes, liens,
charges and security interests.

     

    3.3           Adjustment to Exercise Price
and Number of Warrant Shares.  The number of Warrant Shares
purchasable upon exercise of each Warrant shall be subject to adjustment from
time to time in accordance with this Section 3.3.

     

    (a)           Adjustment upon Issuance of
Common Stock.  Except as provided for in Section 3.3(b) 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 causes 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 number of Warrant Shares
that may be obtained by Holders upon exercise of their Warrants shall forthwith
be increased to allow the Holders to receive the same percentage of the total
Common Stock outstanding on a Fully-Diluted Basis after the issuance of such
additional Common Stock as they would have been able to receive upon exercise of
the Warrants immediately prior to the issuance of such additional Common
Stock.

     

    (b)           Subdivisions or Combinations
of Common Stock.  If, at any time after the date hereof, (i)
the number of shares of Common Stock outstanding is increased by a dividend or
other distribution payable in shares of Common Stock or by a subdivision or
split-up of shares of Common Stock or (ii) the number of shares of Common Stock
outstanding is decreased by a combination or reverse stock split of shares of
Common Stock, then, in each case, effective as of the effective date of such
event retroactive to the record date, if any, of such event, (A) the Exercise
Price shall be adjusted to a price determined by multiplying (1) the Exercise
Price in effect immediately prior to such event by (2) a fraction, the (x)
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the (y) denominator of which shall be the
number of shares of Common Stock outstanding after giving effect to such event,
and (B) the number of Warrant Shares subject to purchase upon the exercise of
any Warrant shall be adjusted effective at such time, to a number determined by
multiplying (1) the number of Warrant Shares subject to purchase upon the
exercise of such Warrant immediately prior to such event by (2) a fraction, the
(x) numerator of which shall be the number of shares of Common Stock outstanding
after giving effect to such event and the (y) denominator of which shall be the
number of shares of Common Stock outstanding immediately prior to such
event.

     

    (c)           Capital Reorganization or
Capital Reclassifications.  If, at any time after the date
hereof, there shall be any capital reorganization or any reclassification of the
capital stock of Coachmen (other than a change in par value or from par value to
no par value or from no par value to par value or as a result of a stock
dividend or subdivision, split-up or combination of shares), then in each case
Coachmen shall cause effective provision to be made so that each Warrant shall,
effective as of the effective date of such event retroactive to the record date,
if any, of such event, be exercisable or exchangeable for the kind and number of
shares of stock, other securities, cash or other property to which a holder of
the number of shares of Common Stock deliverable upon exercise or exchange of
such Warrant would have been entitled upon such reorganization or
reclassification and any such provision shall include adjustments in respect of
such stock, securities or other property that shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Warrant with respect
to such Warrant.

     

    (d)           Consolidations and
Mergers.  If, at any time after the date hereof, Coachmen shall
consolidate with, merge with or into, or sell all or substantially all of its
assets or property to another Person, then Coachmen shall cause effective
provision to be made so that each Warrant shall, effective as of the effective
date of such event retroactive to the record date, if any, of such event, be
exercisable or exchangeable for the kind and number of shares of stock, other
securities, cash or other property to which a holder of the number of shares of
Common Stock deliverable upon exercise or exchange of such Warrant would have
been entitled upon such event.

     

    (e)           Notice; Calculations;
Etc.  Whenever the Exercise Price and the number of Warrant
Shares shall be adjusted as provided in this Section 3.3, Coachmen shall provide
to each Holder a statement, signed by an Executive Officer, describing in detail
the facts requiring such adjustment and setting forth a calculation of the
Exercise Price and the number of Warrant Shares applicable to each Warrant after
giving effect to such adjustment.  All calculations under this Section
3.3 shall be made to the nearest one hundredth of a cent or to the nearest
one-tenth of a share, as the case may be.

     

    (f)           Certain
Adjustments.

     

    (i)           Coachmen
may make such reductions in the Exercise Price or increase in the number of
Warrant Shares to be received by any Holder upon the exercise or exchange of a
Warrant, in addition to those adjustments required by this Section 3.3, as it
deems advisable in order for any of the following not to result in the
imposition of Taxes:  (A) any consolidation or subdivision of the
Common Stock, (B) any issuance wholly for cash of any shares of Common Stock,
(C) any issuance wholly for cash of shares of Common Stock or securities that by
their terms are convertible into or exchangeable for shares of Common Stock, (D)
any stock dividend or (E) any issuance of rights, options or warrants
hereinafter made by Coachmen to the holders of its Common Stock.

     

    (ii)           In
the event that Coachmen in any manner issues or grants options or convertible
securities, or any other transaction, circumstances or events occur that give
rise to anti-dilution adjustments under Other Anti-Dilution Instruments, then
Coachmen shall promptly make proportional, equitable and corresponding
adjustments in the number of shares of Common Stock issuable upon exercise of
the Warrants to protect the Holders against dilution as a result of such
events.

     

    (g)           Excluded
Transactions.  Notwithstanding any other provision of this
Warrant, no adjustment shall be made pursuant to this Section 3.3 in respect of
Warrant Shares issued pursuant to the Warrants.

     

    (h)           Adjustment
Rules.  Any adjustments pursuant to this Section 3.3 shall be
made successively whenever an event referred to herein shall occur, except that,
notwithstanding any other provision of this Section 3.3, no adjustment shall be
made to the number of shares of Common Stock or to the Exercise Price if such
adjustment represents less than 1% of the number of shares previously required
to be so delivered, but any lesser adjustment shall be carried forward and shall
be made at the time and together with the next subsequent adjustment which
together with any adjustments so carried forward shall amount to 1% or more of
the number of shares to be so delivered.

     

    SECTION
4.                      CERTAIN OTHER
RIGHTS

     

    4.1           Payments in Respect of
Dividends and Distributions.  If, at any time prior to the
earlier of the Expiration Date, Coachmen pays any dividend or makes any
distribution (whether in cash, property or securities of Coachmen) on its
capital stock that does not result in an adjustment under Section 3 hereof, then
Coachmen shall simultaneously pay to the Holder of each Warrant, the dividend or
distribution that would have been paid to such Holder on the Warrant Shares
receivable upon the exercise in full of such Warrant had such Warrant been fully
exercised immediately prior to the record date for such dividend or distribution
or, if no record is taken, the date as of which the record holders of Common
Stock entitled to such dividend or distribution are to be
determined.

     

    4.2           Fiduciary Duties of
Coachmen.  Coachmen and its directors shall owe the holders of
the Warrants the same fiduciary duties that Coachmen and its directors would owe
to the Warrant Shares underlying the Warrants.

     

    SECTION
5.                      MISCELLANEOUS.

     

    5.1           Relation to Other
Agreements.  Coachmen hereby acknowledges and agrees that
Warrant Shares will be entitled to those registration rights set forth in the
Registration Rights Agreement, dated October 27, 2009, by and between the Lender
and Coachmen, as amended on the date hereof.

     

    5.2           Notices. All notices,
demands and requests of any kind to be delivered to any party hereto in
connection with this Warrant shall be in writing (a) delivered personally, (b)
sent by nationally-recognized overnight courier, (c) sent by first class,
registered or certified mail, return receipt requested or (d) sent by facsimile,
in each case to such party at its address as follows:

     

    
      	
               
      

            	
              (a)

            	
              if
      to Coachmen, to:

            


    

    


    
      	
               
      

            	
              Coachmen
      Industries, Inc.

            


    

    
      	
               
      

            	
              2831
      Dexter Drive

            


    

    
      	
               
      

            	
              Elkhart,
      Illinois  46514

            


    

    
      	
               
      

            	
              Attention:

            	
              Chief
      Executive Officer, General Counsel

            


    

    


    
      	
               
      

            	
              Telephone:

            	
              (574)
      266-2509

            


    

    
      	
               
      

            	
              Facsimile:

            	
              (574)
      266-3046

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      to the Lender, to:

            


    

    


    
      	
               
      

            	
              H.I.G.
      All American, LLC

            


    

    
      	
               
      

            	
              1001
      Brickell Bay Drive

            


    

    
      	
               
      

            	
              27th
      Floor

            


    

    
      	
               
      

            	
              Miami,
      Florida  33131

            


    

    
      	
               
      

            	
              Attention:

            	
              Matt
      Sanford

            


    

    


    
      	
               
      

            	
              Telephone:

            	
              (305)
      379-2322

            


    

    
      	
               
      

            	
              Facsimile:

            	
              (305)
      379-3655

            


    

    


    
      	
               
      

            	
              with
      a copy to (which shall not

            


    

    
      	
               
      

            	
              constitute
      notice):

            


    

    


    
      	
               
      

            	
              White
      & Case LLP

            


    

    
      	
               
      

            	
              Wachovia
      Financial Center

            


    

    
      	
               
      

            	
              200
      South Biscayne Boulevard, Suite
4900

            


    

    
      	
               
      

            	
              Miami,
      Florida  33131

            


    

    
      	
               
      

            	
              Attention:

            	
              Jorge
      L. Freeland

            


    

    


    
      	
               
      

            	
              Telephone:

            	
              (305)
      995-5247

            


    

    
      	
               
      

            	
              Facsimile:

            	
              (305)
      358-5744

            


    

    


     

    If to any
other Holder, the address indicated for such Holder in Coachmen’s Warrant
Register.

     

    Any
notice, demand or request so delivered shall constitute valid notice under this
Warrant and shall be deemed to have been received (a) on the day of actual
delivery in the case of personal delivery, (b) on the next Business Day after
the date when sent in the case of delivery by nationally-recognized overnight
courier, (d) on the fifth Business Day after the date of deposit in the U.S.
mail in the case of mailing or (e) upon receipt in the case of a facsimile
transmission.  Any party hereto may from time to time by notice in
writing served on the other as aforesaid designate a different mailing address
or a different Person to which all such notices, demands or requests thereafter
are to be addressed.

     

    5.3           No Voting Rights:
Limitations of Liability.  No Warrant shall entitle the Holder
thereof to any voting rights or, except as otherwise provided in Section 4.2 and
elsewhere herein, other rights of a stockholder of Coachmen.  No
provision hereof, in the absence of affirmative action by a Holder to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of a
Holder shall give rise to any liability of such Holder for the Exercise Price of
Warrant Shares acquirable by exercise hereof or as a stockholder of
Coachmen.

     

    5.4           Amendments and
Waivers.  Any provision of this Warrant or the Warrants issued
to the other Lenders may be amended or waived, but only pursuant to a written
agreement signed by Coachmen and the Requisite Holders.  Upon an
amendment, this Warrant and any Warrants issued to other Holders shall be
similarly amended to reflect such amendment or modification.

     

    5.5           Severability.  Any
provision of this Warrant that is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Warrant affecting the validity or enforceability of
such provision in any other jurisdiction.

     

    5.6           Specific
Performance.  Each Holder shall have the right to specific
performance by Coachmen of the provisions of this Warrant, in addition to any
other remedies it may have at law or in equity.  Coachmen hereby
irrevocably waives, to the extent that it may do so under applicable law, any
defense based on the adequacy of a remedy at law which may be asserted as a bar
to the remedy of specific performance in any action brought against Coachmen for
specific performance of this Warrant by the Holders of the Warrants or Warrant
Shares.

     

    5.7           Binding
Effect.  This Warrant shall be binding upon and inure to the
benefit of Coachmen, each Holder and their respective successors and
assigns.

     

    5.8           Counterparts.  This
Warrant may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.  This Warrant shall become
effective when counterparts hereof executed on behalf of Coachmen and the
initial Holder shall have been received.

     

    5.9           Entire
Agreement.  This Warrant constitutes the entire understanding
among the parties hereto with respect to the subject matter hereof and
supersedes any prior agreements, written or oral, with respect
thereto.

     

    5.10           Governing law: Submission to
Jurisdiction.  THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED
UNDER THE LAWS OF THE STATE OF FLORIDA, WITHOUT REFERENCE TO ITS CONFLICT OF
LAWS RULES AND PRINCIPLES.  THE PARTIES HEREBY EXPRESSLY AND
IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED
IN MIAMI-DADE COUNTY, FLORIDA FOR THE PURPOSE OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS WARRANT, AND IRREVOCABLY
AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
LITIGATION. THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY HAVE OR HEREAFTER MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED
TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.  TO THE EXTENT THAT ANY PARTY HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN
AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE PARTY
HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
WARRANT. COACHMEN FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE
STATE OF FLORIDA.

     

    5.11           Headings.  The
various headings of this Warrant are inserted for convenience only and shall not
affect the meaning or interpretation of this Warrant or any provisions hereof or
thereof.

     

    5.12           Expenses.  Coachmen
shall promptly (and in any event within thirty (30) days of receiving any
statement or invoice therefor) pay all reasonable fees, expenses and costs
relating hereto, including, but not limited to, (a) the cost of reproducing this
Warrant, (b) the fees and disbursements of counsel to the Holder in preparing
this Warrant, (c) all transfer, stamp, documentary or other similar Taxes,
assessments or charges levied by any governmental or revenue authority in
respect hereof or any other document referred to herein, (d) fees and expenses
(including, without limitation, reasonable attorneys’ fees) incurred in respect
of the enforcement by Holders of the rights granted to Holders under this
Warrant, and (e) the expenses relating to the consideration, negotiation,
preparation or execution of any amendments, waivers or consents requested by
Coachmen pursuant to the provisions hereof, whether or not any such amendments,
waivers or consents are executed.

     

    5.13           Attorneys’
Fees.  In any action or proceeding brought by a party to
enforce any provision of this Warrant, the prevailing party shall be entitled to
recover the reasonable costs and expenses incurred by it in connection with that
action or proceeding (including, but not limited to, attorneys’
fees).

     

    5.14           Filings.  Coachmen
shall, at its own expense, promptly execute and deliver, or cause to be executed
and delivered, to any holder of Warrants all applications, certificates,
instruments and all other documents and papers that such holder of Warrants may
reasonably request in connection with the obtaining of any consent, approval,
qualification, or authorization of any Federal, provincial, state or local
government (or any agency or commission thereof) necessary or appropriate in
connection with, or for the effective exercise of, any Warrants then held by
such holder.

     

    5.15           Other
Transactions.  Nothing contained herein shall preclude any
Holder from engaging in any transaction, in addition to those contemplated by
this Warrant, with Coachmen or any of its affiliates that is not expressly
prohibited hereunder.

     

    5.16           Waiver of Jury
Trial.  THE
HOLDERS AND COACHMEN HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS WARRANT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF THE HOLDERS OR COACHMEN.  COACHMEN ACKNOWLEDGES AND AGREES
THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDERS ENTERING INTO THIS
WARRANT.

     


    
      
        
          


          
            	
                    MIAMI
      866464 (2K)

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, Coachmen and the Holder have caused this Common Stock Purchase
Warrant to be duly executed as of the day and year first above
written.

     

    
      	
               

              H.I.G.
      ALL AMERICAN, LLC

               

              By:  /s/
      Fabian de Armas

               

              Title:  Vice
      President

               

            	 
      	
               

              COACHMEN
      INDUSTRIES, INC.

               

              By:  /s/
      Richard M. Lavers

               

              Title:  Chief
      Executive Officer

            


    

    


    


    



    
      
        
          


          
            	
                    MIAMI
      866464 (2K)

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX
1

     

    


     

    ELECTION
TO EXERCISE FORM

     

    (To Be
Executed By The Holders of This Warrant

     

    In Order
to Exercise This Warrant)

     

    The
undersigned hereby irrevocably elects to exercise the right to purchase
__________ shares of Common Stock of Coachmen covered by this Warrant according
to the conditions hereof and herewith makes payment of the Exercise Price of
such shares in full.

     

    


    


    Signature

    


    


    


    


    Address

    


    


    Dated:           

    



    
      
        
          


          
            	
                    MIAMI
      866464 (2K)

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX
2

     

    


     

    ASSIGNMENT
FORM

     

    (To Be
Executed By The Holder of This Warrant

     

    In Order
to Assign This Warrant Certificate)

     

    


     

    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
_____________________________ this Warrant and all rights evidenced thereby and
does irrevocably constitute and appoint ___________________, attorney, to
transfer the said Warrant on the books of Coachmen.

     

    


    


    Signature

    


    


    


    


    Address

    


    


    Dated:           

    



    
      
        
          


          
            	
                    MIAMI
      866464 (2K)

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX
3

     

    


     

    EXCHANGE
FORM

     

    (To Be
Executed By The Holder of This Warrant

     

    In Order
to Assign This Warrant Certificate)

     

    


     

    The
undersigned hereby irrevocably elects to exchange this Warrant to purchase
___________ shares of Common Stock of Coachmen Industries, Inc. covered by this
Warrant for ___________ Warrants to purchase the denominations of shares of
Common Stock set forth below to the persons named and hereby sells, assigns and
transfers unto such persons that portion of this Warrant represented by such new
Warrants and all rights evidenced thereby and does irrevocably constitute and
appoint ____________________, attorney, to exchange and transfer this Warrant as
aforesaid on the books of Coachmen.

     

    Number of Warrant
Shares                                                                                                Assignee

     

    


     

    


     

    


    Signature

    


    


    


    


    Address

    


     

    FOR USE
BY COACHMEN ONLY:

     

    This
Warrant No. __ cancelled (or transferred or exchanged) this ________ day of
_____________, _____________ shares of ___ Common Stock issued therefor in the
name of ____ ___________ Warrant No. ___ for _________ shares of Common Stock in
the name of _________________________.

     

    


    Dated:           

    


     


    
      
        
          


          
            	
                    MIAMI
      866464 (2K)