Exhibit 10.1

AMENDMENT NO. 4 TO
CREDIT AGREEMENT

        This Amendment No. 4 (the “Amendment”) is entered into as of July 30, 2004, by and among Coachmen Industries, Inc. (the “Borrower”), the undersigned lenders (each a “Lender” and collectively, the “Lenders”) and Bank One, Indiana, N.A., both as one of the Lenders and as Administrative Agent (the “Agent”) on behalf of itself and the other Lenders.

RECITALS:

        WHEREAS, the Borrower, the Agent and the Lenders are parties to that certain Credit Agreement dated as of June 30, 2003, as amended; and

        WHEREAS, Lenders and Borrower desire to amend the Credit Agreement as provided hereby.

        NOW, THEREFORE, in consideration of the premises herein contained and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

        Section 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to such terms in the Credit Agreement.

        Section 2. Amendments. Effective on the date of the effectiveness of this Amendment pursuant to Section 4 below (the “Effective Date”), the Credit Agreement shall be amended as set forth in this Section 2.

        2.1 Amendments to Definitions.

        2.2 Additional Definitions.

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

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

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

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

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

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

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

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

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

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

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

         Section 3. Representations and Warranties. In order to induce the Agent and the Lenders to enter into this Amendment, the Borrower represents and warrants to the Agent and each of the Lenders that the execution and delivery by the Borrower of this Amendment, and the performance by the Borrower of its obligations under the Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”), (i) are within the powers of the Borrower, (ii) have been duly authorized by proper organizational actions and proceedings, and such approvals have not been rescinded and no other actions or proceedings on the part of the Borrower are necessary to consummate such transaction, (iii) do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, or if not made, obtained or given individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (iv) do not and will not conflict with any Requirements of Law or Contractual Obligation, except such that could not reasonably be expected to have a Material Adverse Effect, or with the certificate or articles of incorporation and by-laws or the operating agreement of the Borrower or any Subsidiary, and (v) that the Amended Credit Agreement is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, or similar laws affecting the enforcement of creditors’ rights generally).

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         Section 4. Effectiveness. The amendments set forth in Section 2 above shall become effective on the date when the Agent shall have received the following, all in a form satisfactory to Agent:

         4.1. Amendment. Counterparts of this Amendment signed by the Borrower, and each of the Lenders.

        4.2 Guaranty. A Reaffirmation of Subsidiary Guarantors and a Reaffirmation of Supplemental Subsidiary Guarantors signed by each of the Subsidiary Guarantors in favor of the Lenders.

        4.3 Corporate Documents. A certificate of the Secretary or an Assistant Secretary of the Borrower as to (a) resolutions of the Board of Directors of such entity authorizing the execution and delivery of this Amendment and the other documents contemplated hereby to which such entity is a party, (b) the incumbency and signatures of the officers of such entity which are to sign the documents referenced in clause (a) above, and (c) a certificate of existence certificate issued by the Indiana Secretary of State with respect to the Borrower.

        4.4 Other Documents. Such other documents as the Agent shall reasonably request.

        Section 5. Miscellaneous.

        5.1 Continuing Effectiveness, etc. The Credit Agreement, as amended, shall remain in full force and effect and is hereby ratified and confirmed in all respects. After the effectiveness hereof, all references in the Credit Agreement and each other Loan Document to the “Credit Agreement” or similar terms shall refer to the Credit Agreement, as previously amended and as modified hereby. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of (i) any right, power or remedy of any Lender or the Agent under the Credit Agreement or any of the other Loan Documents, or, (ii) any Default or unmatured Default under the Credit Agreement.

        5.2 Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment.

        5.3 Expenses. The Borrower agrees to pay the reasonable costs and expenses of the Agent (including reasonable attorneys’ fees and charges) in connection with the negotiation, preparation, execution and delivery of this Amendment and the other documents contemplated hereby.

5.4 Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF INDIANA.

        5.5 Successors and Assigns. This Amendment shall be binding upon the Borrower, the Lenders and the Agent and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Lenders and the Agent and their respective successors and assigns, as permitted by the provisions of the Credit Agreement.

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        5.6 Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

        IN WITNESS WHEREOF, the Borrower, the Agent and each of the Lenders have caused this Amendment to be duly executed by its officers thereunder duly authorized as of the date first written above.

[SIGNATURE PAGES FOLLOW]

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Attachment 1

THIRD AMENDED SCHEDULE I
LENDER COMMITMENTS

REVOLVING LOAN COMMITMENTS

ALTERNATIVE LINE COMMITMENTS

FACILITY LC’S

TERM LOAN COMMITMENT

¹ and such Lender’s Revolving Loan Pro Rata Share
² and such Lender’s Pro Rata Share
³ and such Lender’s Term Loan Pro Rata Share

Attachment 2

AMENDED SCHEDULE II

PRICING SCHEDULE

For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:

        “Financials” means the annual or quarterly financial statements of the Borrower delivered pursuant to the Credit Agreement.

        “Level I Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, the FD/EBITDA Ratio is less than or equal to 1.25 to 1.00.

        “Level II Status” exists at any date if, as of the last day of the fiscal quarter of the Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for Level I Status and (ii) the FD/EBITDA Ratio is less than or equal to 1.50 to 1.00.

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

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

        The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Borrower’s Status as reflected in the then most recent Financials. Adjustments, if any, to the Applicable Margin or Applicable Fee Rate shall be effective five Business Days after the Agent has received the applicable Financials. If the Borrower fails to deliver the Financials to the Agent at the time required pursuant to the Credit Agreement, then the Applicable Margin and Applicable Fee Rate shall be the highest Applicable Margin and Applicable Fee Rate set forth in the foregoing table until five days after such Financials are so delivered.

Attachment 3

EXHIBIT C-2
TO
AMENDED AND RESTATED CREDIT AGREEMENT

TERM NOTE

Elkhart, Indiana

July 30, 2004

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

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

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

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

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

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

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

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

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

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