Exhibit 10.2


 


	
   

  

   

  	
  Amendment
  to Credit Agreement

  



 


This agreement is
dated as of May 12, 2009, by and between Supreme Corporation (the “Borrower”)
and JPMorgan Chase Bank, N.A. (together with its successors and assigns the “Bank”). The
provisions of this agreement are effective on the date that this agreement has
been executed by all of the signers and delivered to the Bank (the “Effective Date”).


 


WHEREAS,
the Borrower and the Bank entered into a credit agreement dated December 23,
2008, as amended (if applicable) (the “Credit
Agreement”); and


 


WHEREAS,
the Borrower has requested and the Bank has agreed to amend the Credit
Agreement as set forth in this agreement;


 


NOW,
THEREFORE, in mutual consideration of the agreements
contained herein and for other good and valuable consideration, the parties
agree as follows:


 


1.                                      DEFINED
TERMS. Capitalized terms used in this agreement shall have the same
meanings as in the Credit Agreement, unless otherwise defined in this
agreement.


 


2.                                      MODIFICATION
OF CREDIT AGREEMENT. The Credit Agreement is hereby amended as follows:


 


2.1                               From and after the Effective Date, Section 4.5
entitled “Financial Reports” of the Credit Agreement is hereby amended by
adding a two new subsections to the end thereof (after the end of the third grammatical
paragraph compromising subsection (G) thereof), to read as follows:


 


H.                                    On
or before October 15, 2009, Borrower shall provide the Bank with detailed
projected financial statements for the Borrower and its Subsidiaries covering
at least the first four calendar months of 2010, which projected financial
statements shall be in such form and detail, and shall be accompanied by such
additional information as the Bank may request. The Borrower further agrees to
amend Section 5.2(O) to establish a minimum “Adjusted EBITDA” (as
defined therein) as the Bank may reasonably determine based on Borrower’s
projected financial statements for each “Test Period” (as defined therein) in
2009.


 


2.2         
I.                                          On
or before December 31, 2009, Borrower shall provide the Bank with detailed
projected financial statements for the Borrower and its Subsidiaries covering
the twelve calendar months of 2010, which projected financial statements shall
be in such form and detail, and shall be accompanied by such additional information
as the Bank may request. The Borrower further agrees, promptly thereafter, to
amend Section 5.2(O) to establish a minimum “Adjusted EBITDA” (as
defined therein) as the Bank may reasonably determine based on Borrower’s
projected financial statements for each “Test Period” (as defined therein) in
2010 prior to the maturity of Facility A.


 


2.3                               From and after the
Effective Date, Section 5.2(M) entitled “Tangible Net Worth” of the
Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


M.                                 Tangible Net Worth. Permit at any time, the
consolidated Tangible Net Worth of the Borrower and its Subsidiaries to be less
than $67,000,000.00 at June 30, 2009, or any time thereafter until September 30,
2009, or to be less than $68,000,000.00 at September 30, 2009, or at any
time thereafter.


 


2.4                               From and after the
Effective Date, Section 5.2(O) entitled “Adjusted EBITDA” of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


O.                                   Adjusted
EBITDA. Permit its net income, plus interest expense, plus depreciation
expense, plus amortization expense, plus income tax expense, plus non-cash
non-recurring expense, minus non-cash non-recurring income, minus extraordinary
gains (collectively, “Adjusted EBITDA”), all computed on a consolidated basis
for the Borrower and its Subsidiaries for each “Test Period” (hereinafter
defined), to be less than eighty-five percent (85.00%) of Borrower’s projected
Adjusted EBITDA for such Test Period, based on Borrower’s April 2009 financial
statement projections delivered to the Bank. As used herein, the term “Test
Period” means each period of two consecutive calendar months, commencing with
the period of two consecutive calendar months ending on May 31, 2009.


 


2                  RATIFICATION. The Borrower ratifies and
reaffirms the Credit Agreement and the Credit Agreement shall remain in full
force and effect as modified by this agreement.


 

















 


3                  BORROWER REPRESENTATIONS AND WARRANTIES.
The Borrower represents and warrants that (a) the representations and
warranties contained in the Credit Agreement are true and correct in all
material respects as of the date of this agreement, (b) no condition,
event, act or omission which could constitute a default or an event of default
under the Credit Agreement, as modified by this agreement, or any other Related
Document exists, and (c) no condition, event, act or omission has occurred
and is continuing that with the giving of notice, or the passage of time or
both, would constitute a default or an event of default under the Credit
Agreement, as modified by this agreement, or any other Related Document.


 


4                  FEES AND EXPENSES. The Borrower agrees to
pay all fees and out-of-pocket disbursements incurred by the Bank in connection
with this agreement, including legal fees incurred by the Bank in the
preparation, consummation, administration and enforcement of this agreement.


 


5                  EXECUTION AND DELIVERY. This agreement
shall become effective only after it is fully executed by the Borrower and the
Bank.


 


6                  ACKNOWLEDGEMENTS OF BORROWER / RELEASE. The
Borrower acknowledges that as of the date of this agreement it has no offsets
with respect to all amounts owed by the Borrower to the Bank arising under or
related to the Credit Agreement, as modified by this agreement, or any other Related
Document on or prior to the date of this agreement. The Borrower fully, finally
and forever releases and discharges the Bank, its successors and assigns and
their respective directors, officers, employees, agents and representatives
(each a “Bank Party”) from any and
all claims, causes of action, debts, demands and liabilities, of whatever kind
or nature, in law or in equity, of the Borrower, whether now known or unknown
to the Borrower, which may have arisen in connection with the Credit Agreement or
the actions or omissions of any Bank Party related to the Credit Agreement on
or prior to the date hereof. The Borrower acknowledges and agrees that this
agreement is limited to the terms outlined above, and shall not be construed as
an agreement to change any other terms or provisions of the Credit Agreement.
This agreement shall not establish a course of dealing or be construed as
evidence of any willingness on the Bank’s part to grant other or future
agreements, should any be requested.


 


7                  INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE,
TERMINATION, OR WAIVER. The Credit Agreement, as modified by this
agreement, and the other Related Documents contain the complete understanding
and agreement of the Borrower and the Bank in respect of the Credit Facilities
and supersede all prior understandings and negotiations. No provision of the
Credit Agreement, as modified by this agreement, or the other Related
Documents, may be changed, discharged, supplemented, terminated, or waived
except in a writing signed by the party against whom it is being enforced.


 


8                  Governing Law and Venue. This agreement
shall be governed by and construed in accordance with the laws of the State of
Indiana (without giving effect to its laws of conflicts). The Borrower agrees
that any legal action or proceeding with respect to any of its obligations
under this agreement may be brought by the Bank in any state or federal court
located in the State of Indiana, as the Bank in its sole discretion may elect.
By the execution and delivery of this agreement, the Borrower submits to and
accepts, for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of those courts. The Borrower
waives any claim that the State of Indiana is not a convenient forum or the
proper venue for any such suit, action or proceeding.


 


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space has been intentionally left blank.


 


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9                  NOT A NOVATION. This agreement is a
modification only and not a novation. Except as expressly modified by this
agreement, the Credit Agreement, any other Related Documents, and all the terms
and conditions thereof, shall be and remain in full force and effect with the
changes herein deemed to be incorporated therein. This agreement is to be considered
attached to the Credit Agreement and made a part thereof. This agreement shall
not release or affect the liability of any guarantor of any promissory note or
credit facility executed in reference to the Credit Agreement or release any
owner of collateral granted as security for the Credit Agreement. The validity,
priority and enforceability of the Credit Agreement shall not be impaired
hereby. To the extent that any provision of this agreement conflicts with any
term or condition set forth in the Credit Agreement, or any other Related
Documents, the provisions of this agreement shall supersede and control. The
Bank expressly reserves all rights against all parties to the Credit Agreement
and the other Related Documents.


 


 


	
   

  	
  Borrower:

  
	
   

  	
   

  
	
   

  	
  Supreme Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name

  	
  Title

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date Signed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Bank:

  
	
   

  	
   

  
	
   

  	
  JPMorgan Chase
  Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
  Date Signed:

  	
   

  
						



 


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