**Exhibit10.4**

 

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

 

This agreement isdated as of November 6, 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 intoa credit agreement dated December 23, 2008, as amended (if applicable)(the “**Credit Agreement**”); and

 

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

 

**NOW,THEREFORE**, inmutual consideration of the agreements contained herein and for other good andvaluable consideration, the parties agree as follows:

 

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

 

**2.****                                     ****WAIVER.** The Bank hereby waives the violation of Section 5.2of the Credit Agreement, entitled “O. Adjusted EBITDA”, and any default causedthereby, which violations occurred prior to the date of this agreement, butstrict compliance with each of these covenants shall be required at all timeshereafter. Nothing in this paragraph shall be construed as a waiver of anyother term or condition of the Credit Agreement nor shall be construed as acommitment on the part of the Bank to waive any subsequent violation of thesame or any other term or condition set forth in the Credit Agreement, asamended by this agreement.

 

**3.****                                     ****MODIFICATION OF CREDITAGREEMENT**. TheCredit Agreement is hereby amended as follows:

 

**3.1****                              **From and afterthe Effective Date, Section 5.2 of the Credit Agreement captioned “M.Tangible Net Worth” is hereby amended and restated to read as follows:

 

M.             **Tangible Net Worth.** Permit at October 31, 2009, or at anytime thereafter, the consolidated Tangible Net Worth of the Borrower and itsSubsidiaries to be less than $64,000,000.00

 

**3.2         **That certain Amendment to Credit Agreement dated as of September 9,2009, by and between the Borrower and the Bank, in the first recital paragraphincorrectly referred to the Credit Agreement as being dated “January 5,2004, “and the Borrower and the Bank hereby agree that this date should haveread, and is hereby amended and corrected to read :December 23, 2008.

 

**4.****                                     ****RATIFICATION**. The Borrower ratifies and reaffirms the CreditAgreement and the Credit Agreement shall remain in full force and effect asmodified by this agreement.

 

**5.****                                     ****BORROWER REPRESENTATIONSAND WARRANTIES**.The Borrower represents and warrants that, other than as may be described in Section 2of this agreement (a) the representations and warranties contained in theCredit Agreement are true and correct in all material respects as of the dateof this agreement, (b) no condition, event, act or omission which couldconstitute a default or an event of default under the Credit Agreement, asmodified by this agreement, or any other Related Document exists, and (c) nocondition, event, act or omission has occurred and is continuing that with thegiving of notice, or the passage of time or both, would constitute a default oran event of default under the Credit Agreement, as modified by this agreement,or any other Related Document.

 

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

 

**7.****                                     ****EXECUTION AND DELIVERY**. This agreement shall become effectiveonly after it is fully executed by the Borrower and the Bank, and the Bankshall have received from the Borrower the following documents: NoteModification Agreement.

** **

**8.****                                     ****ACKNOWLEDGEMENTS OFBORROWER / RELEASE.**The Borrower acknowledges that as of the date of this agreement it has nooffsets with respect to all amounts owed by the Borrower to the Bank arisingunder or related to the

 

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Credit Agreement, as modified by this agreement, orany other Related Document on or prior to the date of this agreement. TheBorrower fully, finally and forever releases and discharges the Bank, itssuccessors and assigns and their respective directors, officers, employees,agents and representatives (each a “**BankParty**”) from any and all claims, causes of action, debts, demandsand liabilities, of whatever kind or nature, in law or in equity, of theBorrower, whether now known or unknown to the Borrower, which may have arisenin connection with the Credit Agreement or the actions or omissions of any BankParty related to the Credit Agreement on or prior to the date hereof. TheBorrower acknowledges and agrees that this agreement is limited to the terms outlinedabove, and shall not be construed as an agreement to change any other terms orprovisions of the Credit Agreement. This agreement shall not establish a courseof dealing or be construed as evidence of any willingness on the Bank’s part togrant other or future agreements, should any be requested.

 

**9.****                                     ****INTEGRATION, ENTIREAGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER.** The Credit Agreement, as modified bythis agreement, and the other Related Documents contain the completeunderstanding and agreement of the Borrower and the Bank in respect of theCredit Facilities and supersede all prior understandings and negotiations. Noprovision of the Credit Agreement, as modified by this agreement, or the otherRelated Documents, may be changed, discharged, supplemented, terminated, orwaived except in a writing signed by the party against whom it is beingenforced.

 

**10.****                              ****Governing Law and Venue.** This agreement shall be governed by andconstrued in accordance with the laws of the State of Indiana (without givingeffect to its laws of conflicts). The Borrower agrees that any legal action orproceeding with respect to any of its obligations under this agreement may bebrought by the Bank in any state or federal court located in the State ofIndiana, as the Bank in its sole discretion may elect. By the execution anddelivery of this agreement, the Borrower submits to and accepts, for itself andin respect of its property, generally and unconditionally, the non-exclusivejurisdiction of those courts. The Borrower waives any claim that the State ofIndiana is not a convenient forum or the proper venue for any such suit, actionor proceeding.

 

**11.****                              ****NOT A NOVATION**. This agreement is a modification onlyand not a novation. Except as expressly modified by this agreement, the CreditAgreement, any other Related Documents, and all the terms and conditionsthereof, shall be and remain in full force and effect with the changes hereindeemed to be incorporated therein. This agreement is to be considered attachedto the Credit Agreement and made a part thereof. This agreement shall notrelease 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:                  | /s/ Jeff Mowery |   |
|       |                 | Jeff Mowery | CFO |
|       |                 | Printed Name | Title |
|       |                 |
|       | Date Signed:         | 11-6-09 |
|            |                      |  |  |  |

 

 
| ** ** | **Bank:**                  |
|------------|----------------------------|
| ** ** | ** **                 |
|       | JPMorgan Chase  Bank, N.A. |
|       |                       |
|       | By:                        | /s/ |   |
|       |                       |   | VP |
|       |                       | Printed Name | Title |
|       |                       |
|       | Date Signed:               | 11-6-09 |
|            |                            |  |  |  |

 

 

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