**Exhibit 10.2**

** **
|  

  | **Note  Modification Agreement** |
|----------------|----------------------------------|

 

This agreement is dated as of September 26, 2008 (the “AgreementDate”), by and between Supreme Corporation (the “Borrower”) and JPMorgan ChaseBank, N.A. (the “Bank”). The provisions ofthis agreement are effective on the date that this agreement has been executedby all of the signers and delivered to the Bank (the “Effective Date”).

 

**WHEREAS**,the Borrower executed a Line of Credit Note as evidence of indebtedness in theoriginal face amount of Forty Million and 00/100 Dollars ($40,000,000.00),dated August 11, 2008 owing by the Borrower to the Bank, as same may havebeen amended or modified from time to time (the “Note”), which Note has at alltimes been, and is now, continuously and without interruption outstanding infavor of the Bank; and,

 

**WHEREAS**,the Borrower has requested and the Bank has agreed that the Note be modified tothe limited extent as hereinafter set forth;

 

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

 

1.     **ACCURACY OF RECITALS.** The Borrower acknowledges the accuracyof the Recitals stated above.

 

**2.**     MODIFICATIONOF NOTE.

** **

2.1   From and after the Effective Date, theprovision in the Note captioned **“ApplicableMargin”** is hereby amended and restated to read as follows:

 

**“ApplicableMargin”** means with respect to any Prime Rate Advance or LIBORRate Advance, as the case may be, the rate per annum set forth below for suchAdvance and opposite the applicable Funded Debt to EBITDA Ratio. Funded Debt toEBITDA Ratio is defined as Supreme Industries, Inc. and its subsidiaries’ratio of (a) accounts arising from the purchase of goods and services inthe ordinary course of business, (ii) accrued expenses or losses, (iii) deferredrevenues or gains, and (iv) controlled disbursements, to (b) netincome, plus amortization expense, depreciation expense, interest expense andincome tax expense.

 
| ** **                                                                     | ** ** | **Applicable Margin**       | ** ** |
|--------------------------------------------------------------------------------|------------|----------------------------------|------------|
| **Funded Debt to EBITDA Ratio**                            | ** ** | **Prime Rate Advance** | ** ** | **LIBOR Rate Advance** | ** ** |
| Greater than 4.00 to 1.00                                                      |       | 2.00                             | %          | 3.80 | % |
| Greater than or equal to 3.51  to 1.00 but less than or equal to 4.00  to 1.00 |       | 1.60                             | %          | 3.40 | % |
| Greater than or equal to 3.01  to 1.00 but less than or equal to 3.50  to 1.00 |       | 1.30                             | %          | 3.00 | % |
| Greater than or equal to 2.51  to 1.00 but less than or equal to 3.00  to 1.00 |       | 1.00                             | %          | 2.75 | % |
| Less than or equal to 2.50 to  1.00                                            |       | 0.50                             | %          | 2.50 | % |

 

The Applicable Marginshall, in each case, be determined and adjusted on March 1st, June 1st,September 1st, and December 1st of each year this Note is effective,based on the quarterly financial statements required by the Credit Agreement,provided that the Bank has received those financial statements on a timelybasis as required by the Credit Agreement. If such financial statements are notdelivered within two Business Days after the required date, the ApplicableMargin shall increase to the maximum percentage amount set forth in the tableabove from the date such financial statements were required to be delivered tothe Bank until received by the Bank. Such determinations by the Bank shall beconclusive absent manifest error. The initial Applicable Margin for Prime RateAdvances is 1.00% and for LIBOR Rate Advances 2.75%.

 

2.2   Eachof the Related Documents is modified to provide that it shall be a default oran event of default thereunder if the Borrower shall fail to comply with any ofthe covenants of the Borrower herein or if any representation or warranty bythe Borrower herein or by any guarantor in any Related Documents is materiallyincomplete, incorrect, or misleading as of the date hereof. As used in thisagreement, the “Related Documents” shall include the Note and all loanagreements, credit agreements, reimbursement agreements, security agreements,mortgages, deeds of trust, pledge agreements, assignments, guaranties, or anyother instrument or document executed in connection with the Note or inconnection with any other obligations of the Borrower to the Bank.

 

2.3   Eachreference in the Related Documents to any of the Related Documents shall be areference to such document as modified herein.

 

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3.     **RATIFICATION OF RELATED DOCUMENTS AND COLLATERAL.**The Related Documents are ratified and reaffirmed by the Borrower and shallremain in full force and effect as they may be modified herein. All real orpersonal property described as security in the Related Documents shall remainas security for the Note and the obligations of the Borrower in the RelatedDocuments.

 

4.     **BORROWER REPRESENTATIONS AND WARRANTIES.** TheBorrower represents and warrants to the Bank that each of the followingrepresentations and warranties made in the Note and Related Documents are trueand will remain true until maturity of the Note, termination of the otherRelated Documents and payment and performance in full of all liabilities,obligations and debt evidenced by the Note and other Related Documents:

 

4.1   Nodefault or event of default under any of the Related Documents as modifiedhereby, nor any event, that, with the giving of notice or the passage of timeor both, would be a default or an event of default under the Related Documentsas modified herein has occurred and is continuing.

 

4.2   There hasbeen no material adverse change in the business, assets, affairs, prospects orfinancial condition of the Borrower or any Guarantor or any subsidiary of theBorrower.

 

4.3   Eachand all representations and warranties of the Borrower in the Related Documentsare accurate on the date hereof.

 

4.4   TheBorrower has no claims, counterclaims, defenses, or setoffs with respect to theloan evidenced by the Note or with respect to the Related Documents as modifiedherein.

 

4.5   TheNote and the Related Documents as modified herein are the legal, valid, andbinding obligations of the Borrower, enforceable against the Borrower inaccordance with their terms.

 

4.6   TheBorrower, other than any Borrower who is a natural person, is validly existingunder the laws of the State of its formation or organization. The Borrower hasthe requisite power and authority to execute and deliver this agreement and toperform the obligations described in the Related Documents as modified herein.The execution and delivery of this agreement and the performance of theobligations described in the Related Documents as modified herein have beenduly authorized by all requisite action by or on behalf of the Borrower. Thisagreement has been duly executed and delivered by or on behalf of the Borrower.

 

5.     **BORROWER COVENANTS.** The Borrower covenantswith the Bank:

 

5.1   TheBorrower shall execute, deliver, and provide to the Bank such additionalagreements, documents, and instruments as reasonably required by the Bank toeffectuate the intent of this agreement.

 

5.2   TheBorrower fully, finally, and forever releases and discharges the Bank and itssuccessors, assigns, directors, officers, employees, agents, andrepresentatives from any and all causes of action, claims, debts, demands, andliabilities, of whatever kind or nature, in law or equity, of the Borrower,whether now known or unknown to the Borrower, (i) in respect of the loanevidenced by the Note and the Related Documents, or of the actions or omissionsof the Bank in any manner related to the loan evidenced by the Note or theRelated Documents and (ii) arising from events occurring prior to the dateof this agreement.

 

5.3   TheBorrower shall pay to the Bank:

 

5.3.1        All the internal and external costs andexpenses incurred (or charged by internal allocation) by the Bank in connectionwith this agreement (including, without limitation, inside and outsideattorneys, appraisal, appraisal review, processing, title, filing, andrecording costs, expenses, and fees).

 

6.     **EXECUTION AND DELIVERY OF AGREEMENT BY THE BANK.**The Bank shall not be bound by this agreement until (i) the Bank has executedthis agreement and (ii) the Borrower performed all of the obligations ofthe Borrower under this agreement to be performed contemporaneously with theexecution and delivery of this agreement.

 

7.     **INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION,OR WAIVER.** The Note and the Related Documents as modified hereincontain the complete understanding and agreement of the Borrower and the Bankin respect of the loan and supersede all prior representations, warranties,agreements, arrangements, understandings, and negotiations. No provision of theNote or the Related Documents as modified herein may be changed, discharged,supplemented, terminated, or waived except in a writing signed by the partyagainst 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 the Note or this agreement may be brought by the Bank in any state orfederal court located in the State of 

 

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Indiana, as the Bank in its sole discretion may elect. By the executionand delivery of this agreement, the Borrower submits to and accepts, for itselfand in respect of its property, generally and unconditionally, thenon-exclusive jurisdiction of those courts. The Borrower waives any claim thatthe State of Indiana is not a convenient forum or the proper venue for any suchsuit, action or proceeding. This agreement binds the Borrower and itssuccessors, and benefits the Bank, its successors and assigns. The Borrowershall not, however, have the right to assign the Borrower’s rights under thisagreement or any interest therein, without the prior written consent of theBank.

 

9.     **COUNTERPART EXECUTION.** This agreementmay be executed in multiple counterparts, each of which, when so executed,shall be deemed an original, but all such counterparts, taken together, shallconstitute one and the same agreement.

 

10.   **NOT A NOVATION.** This agreement is amodification only and not a novation. In addition to all amounts hereafter dueunder the Note and the Related Documents as they may be modified herein, allaccrued interest evidenced by the Note being modified by this agreement and allaccrued amounts due and payable under the Related Documents shall continue tobe due and payable until paid. Except for the above-quoted modification(s), theNote, any Related Documents, and all the terms and conditions thereof, shall beand remain in full force and effect with the changes herein deemed to beincorporated therein. This agreement is to be considered attached to the Noteand made a part thereof. This agreement shall not release or affect theliability of any guarantor, surety or endorser of the Note or release any ownerof collateral securing the Note. The validity, priority and enforceability ofthe Note shall not be impaired hereby. References to the Related Documents andto other agreements shall not affect or impair the absolute and unconditionalobligation of the Borrower to pay the principal and interest on the Note whendue. The Bank reserves all rights against all parties to the Note.

 

 
| ** ** | **Borrower:**      |
|------------|--------------------|
| ** ** | ** **         |
| Address:   | 2581 Kercher  Road | Supreme  Corporation |
|       | Goshen, IN 46528   |   |
|       |               |   |
|       | By:                |   |
|       |               |   |
|       |               | Robert W. Wilson | President  |
|       |               | Printed Name | Title   |
|       |               |
|       |               |
|       | Date Signed:       | 9-26-2008 |
|            |                    |  |  |  |  |

 

 

##### **BANK’SACCEPTANCE**

##### ** **

The foregoing agreement is hereby agreed to and acknowledged.

 

 
| ** ** | **Bank:**  |
|------------|------------|
| ** ** | ** ** |
|       |       |   | JPMorgan Chase  Bank, N.A. |
|       |
|       |
|       |       |   | By: |   |
|       |       |   |   |   |   |
|       |       |   |   |   |   |
|       |       |   |   | Authorized Signer |   |
|       |
|       |
|       |       |   | Date Signed: | 9-26-2008 |
|            |            |  |  |  |  |  |

 

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