0000021212-09-000145 Sample Contracts

COACHMEN INDUSTRIES, INC. COMMON STOCK PURCHASE WARRANT
Coachmen Industries Inc • October 29th, 2009 • Motor homes • Florida

This Warrant has been issued pursuant to the Loan Agreement, dated October 27, 2009, by and among the Lender, Coachmen, and the direct and indirect subsidiaries of Coachmen party thereto (the “Loan Agreement”), and is subject to the terms and conditions, and entitled to the benefits, thereof, 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 the date hereof. A copy of the Loan Agreement and Registration Rights Agreement is 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.

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COACHMEN INDUSTRIES, INC. and CONTINENTAL STOCK TRANSER & TRUST COMPANY, Rights Agent Amended and Restated Rights Agreement Dated as of October 23, 2009 to be effective October 27, 2009
Rights Agreement • October 29th, 2009 • Coachmen Industries Inc • Motor homes • Indiana

Amended and Restated Rights Agreement, dated as of October 23, 2009 to be effective as of October 26, 2009 (the "Agreement"), between COACHMEN INDUSTRIES, INC., an Indiana corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Rights Agent").

LOAN AGREEMENT by and among AND COACHMEN INDUSTRIES, INC., AS BORROWER REPRESENTATIVE, AND ALL AMERICAN HOMES, LLC, ALL AMERICAN HOMES OF COLORADO, LLC, ALL AMERICAN HOMES OF GEORGIA, LLC, ALL AMERICAN HOMES OF INDIANA, LLC, ALL AMERICAN HOMES OF...
Loan Agreement • October 29th, 2009 • Coachmen Industries Inc • Motor homes • Florida

This LOAN AGREEMENT, dated October 27, 2009, is entered into by and among H.I.G. All American, LLC, a Delaware limited liability company (the “Lender”), and Coachmen Industries, Inc. (“Coachmen”), as Borrower Representative (in such capacity “Borrower Representative”), an Indiana corporation, having its principal place of business at 2831 Dexter Dr., Elkhart, Indiana 46515; All American Homes, LLC (“AAH”), an Indiana limited liability company, having its principal place of business at 1418 S. 13th St., Decatur, Indiana 46733; All American Homes of Colorado, LLC (“AAH-CO”), a Colorado limited liability company, having its principal place of business at 3333 East Center Dr., Milliken, Colorado 80543; All American Homes of Georgia, LLC (“AAH-GA”), a Georgia limited liability company, having its principal place of business at 2831 Dexter Drive, Elkhart, Indiana 46514; All American Homes of Indiana, LLC (“AAH-IN”), an Indiana limited liability company, having its principal place of business

Contract
Coachmen Industries Inc • October 29th, 2009 • Motor homes • Florida

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 PURCHASE AGREEMENT REFERRED TO HEREIN.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 29th, 2009 • Coachmen Industries Inc • Motor homes • Florida

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated October 27, 2009, is entered into by and between Coachmen Industries, Inc., an Indiana corporation (“Coachmen”), and H.I.G. All American, LLC, a Delaware limited liability company (the “Lender”).

DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • October 29th, 2009 • Coachmen Industries Inc • Motor homes • Florida

This DIRECTOR INDEMNIFICATION AGREEMENT, dated October 27, 2009, by and among Coachmen Industries, Inc., an Indiana corporation (“Coachmen”), Matthew Sanford and Fabian de Armas (the “Indemnitees”).

Contract
Coachmen Industries Inc • October 29th, 2009 • Motor homes • Florida

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.

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