**Exhibit 10.2**

 
|  

  | **Amendment  to Credit Agreement** |
|----------------|------------------------------------|

 

This agreement isdated 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**”). Theprovisions of this agreement are effective on the date that this agreement hasbeen 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 “**CreditAgreement**”); and

 

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

 

**NOW,THEREFORE**, in mutual consideration of the agreementscontained herein and for other good and valuable consideration, the partiesagree as follows:

 

**1.****                                      DEFINEDTERMS**. Capitalized terms used in this agreement shall have the samemeanings as in the Credit Agreement, unless otherwise defined in thisagreement.

 

**2.****                                      MODIFICATIONOF CREDIT AGREEMENT**. The Credit Agreement is hereby amended as follows:

 

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

 

H.                                    Onor before October 15, 2009, Borrower shall provide the Bank with detailedprojected financial statements for the Borrower and its Subsidiaries coveringat least the first four calendar months of 2010, which projected financialstatements shall be in such form and detail, and shall be accompanied by suchadditional information as the Bank may request. The Borrower further agrees toamend Section 5.2(O) to establish a minimum “Adjusted EBITDA” (asdefined therein) as the Bank may reasonably determine based on Borrower’sprojected financial statements for each “Test Period” (as defined therein) in2009.

 

**2.2         **I.                                          Onor before December 31, 2009, Borrower shall provide the Bank with detailedprojected financial statements for the Borrower and its Subsidiaries coveringthe twelve calendar months of 2010, which projected financial statements shallbe in such form and detail, and shall be accompanied by such additional informationas the Bank may request. The Borrower further agrees, promptly thereafter, toamend Section 5.2(O) to establish a minimum “Adjusted EBITDA” (asdefined therein) as the Bank may reasonably determine based on Borrower’sprojected financial statements for each “Test Period” (as defined therein) in2010 prior to the maturity of Facility A.

 

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

 

M.                                 **Tangible Net Worth.** Permit at any time, theconsolidated Tangible Net Worth of the Borrower and its Subsidiaries to be lessthan $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 anytime thereafter.

 

**2.4**                               From and after theEffective Date, Section 5.2(O) entitled “Adjusted EBITDA” of theCredit Agreement is hereby amended and restated in its entirety to read asfollows:

 

**O.****                                   AdjustedEBITDA.**Permit its net income, plus interest expense, plus depreciationexpense, plus amortization expense, plus income tax expense, plus non-cashnon-recurring expense, minus non-cash non-recurring income, minus extraordinarygains (collectively, “Adjusted EBITDA”), all computed on a consolidated basisfor the Borrower and its Subsidiaries for each “Test Period” (hereinafterdefined), to be less than eighty-five percent (85.00%) of Borrower’s projectedAdjusted EBITDA for such Test Period, based on Borrower’s April 2009 financialstatement projections delivered to the Bank. As used herein, the term “TestPeriod” means each period of two consecutive calendar months, commencing withthe period of two consecutive calendar months ending on May 31, 2009.

 

2                  **RATIFICATION**. The Borrower ratifies andreaffirms the Credit Agreement and the Credit Agreement shall remain in fullforce and effect as modified by this agreement.

 

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

 

4                  **FEES AND EXPENSES**. The Borrower agrees topay all fees and out-of-pocket disbursements incurred by the Bank in connectionwith this agreement, including legal fees incurred by the Bank in thepreparation, consummation, administration and enforcement of this agreement.

 

5                  **EXECUTION AND DELIVERY**. This agreementshall become effective only after it is fully executed by the Borrower and theBank.

 

6                  **ACKNOWLEDGEMENTS OF BORROWER / RELEASE.** TheBorrower acknowledges that as of the date of this agreement it has no offsetswith respect to all amounts owed by the Borrower to the Bank arising under orrelated to the Credit Agreement, as modified by this agreement, or any other RelatedDocument on or prior to the date of this agreement. The Borrower fully, finallyand forever releases and discharges the Bank, its successors and assigns andtheir respective directors, officers, employees, agents and representatives(each a “**Bank Party**”) from any andall claims, causes of action, debts, demands and liabilities, of whatever kindor nature, in law or in equity, of the Borrower, whether now known or unknownto the Borrower, which may have arisen in connection with the Credit Agreement orthe actions or omissions of any Bank Party related to the Credit Agreement onor prior to the date hereof. The Borrower acknowledges and agrees that thisagreement is limited to the terms outlined above, and shall not be construed asan agreement to change any other terms or provisions of the Credit Agreement.This agreement shall not establish a course of dealing or be construed asevidence of any willingness on the Bank’s part to grant other or futureagreements, should any be requested.

 

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

 

8                  **Governing Law and Venue.** This agreementshall be governed by and construed in accordance with the laws of the State ofIndiana (without giving effect to its laws of conflicts). The Borrower agreesthat any legal action or proceeding with respect to any of its obligationsunder this agreement may be brought by the Bank in any state or federal courtlocated 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 andaccepts, for itself and in respect of its property, generally andunconditionally, the non-exclusive jurisdiction of those courts. The Borrowerwaives any claim that the State of Indiana is not a convenient forum or theproper venue for any such suit, action or proceeding.

 

**Thisspace has been intentionally left blank.**

 

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9                  **NOT A NOVATION**. This agreement is amodification only and not a novation. Except as expressly modified by thisagreement, the Credit Agreement, any other Related Documents, and all the termsand conditions thereof, shall be and remain in full force and effect with thechanges herein deemed to be incorporated therein. This agreement is to be consideredattached to the Credit Agreement and made a part thereof. This agreement shallnot release or affect the liability of any guarantor of any promissory note orcredit facility executed in reference to the Credit Agreement or release anyowner of collateral granted as security for the Credit Agreement. The validity,priority and enforceability of the Credit Agreement shall not be impairedhereby. To the extent that any provision of this agreement conflicts with anyterm or condition set forth in the Credit Agreement, or any other RelatedDocuments, the provisions of this agreement shall supersede and control. TheBank expressly reserves all rights against all parties to the Credit Agreementand 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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