Exhibit 10.2

 

OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT (this “Amendment”), dated as of April 29, 2013, by and among SUPREME INDUSTRIES, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower party hereto (such Subsidiaries, collectively, the “Guarantors” and each, a “Guarantor”; the Borrower and the Guarantors are referred to herein, collectively, as the “Credit Parties” and each, a “Credit Party”), the Lenders identified on the signature pages hereof as Lenders (which Lenders constitute the Required Lenders), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Administrative Agent”), as Administrative Agent for the Lenders.

 

STATEMENT OF PURPOSE

 

The Borrower, the Lenders, and the Administrative Agent, are parties to a Credit Agreement dated as of December 19, 2012 (that agreement, as amended, restated, supplemented, or otherwise modified before the date of this Amendment, the “Existing Credit Agreement”).

 

The Guarantors executed a Subsidiary Guaranty Agreement dated as of December 19, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Subsidiary Guaranty”), which was acknowledged and agreed to by the Administrative Agent, in order to guaranty the prompt payment and performance of the Secured Obligations. A copy of the Subsidiary Guaranty is attached as Exhibit A.

 

The Credit Parties and the Administrative Agent executed a Collateral Agreement dated as of December 19, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Collateral Agreement”), in order to secure the prompt and complete payment and performance when due of the Secured Obligations. A copy of the Collateral Agreement is attached as Exhibit B.

 

The Borrower agreed to and accepted a Fee Letter dated as of December 19, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Fee Letter”). A copy of the Fee Letter is attached as Exhibit C.

 

The Credit Parties executed (a) a Master Intercompany Demand Note dated as of December 19, 2012 (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Intercompany Note”), and (b) an Endorsement concerning the Intercompany Note (as amended, restated, supplemented, or otherwise modified from time to time, the “Endorsement”). Copies of the Intercompany Note and the Endorsement are attached as Exhibit D.

 

The Credit Parties executed (a) an Intercompany Subordination Agreement dated as of December 19, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Intercompany Subordination Agreement”) in order to subordinate the payment and performance of the “Junior Debt” (as defined therein) to the payment and performance of the “Senior Debt” (as defined therein), and (b) a Debtors’ Consent concerning the Intercompany Subordination Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the “Debtors’ Consent”), which was acknowledged and agreed to by the Administrative Agent. Copies of the Intercompany Subordination Agreement and the Debtor’s Consent are attached as Exhibit E.

 

The Credit Parties executed a Perfection Certificate dated as of December 19, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Perfection Certificate”). A copy of the Perfection Certificate is attached hereto as Exhibit F.

 

1











 

The Borrower, the Lenders, and the Administrative Agent are now entering into an Amended and Restated Credit Agreement dated as of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”).

 

The parties hereto wish to amend and reaffirm the Existing Ancillary Documents (as defined below) in the manner provided herein.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

 

1.             Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Credit Agreement. For purposes of this Amendment, the Subsidiary Guaranty, the Collateral Agreement, the Fee Letter, the Intercompany Note, the Endorsement, the Intercompany Subordination Agreement, the Debtors’ Consent, the Perfection Certificate, and all documents executed in connection with each of the foregoing (but excluding, however, the Existing Credit Agreement), are referred to as the “Existing Ancillary Documents,” and each is referred to as an “Existing Ancillary Document.” All references to the singular shall be deemed to include the plural and vice versa where the context so requires.

 

2.             Amendments to Existing Ancillary Documents.

 

2.1.         The parties hereto hereby acknowledge and agree that all references to the Existing Credit Agreement in the Existing Ancillary Documents are hereby deemed to be references to the Credit Agreement.

 

2.2.         Schedules A, B, C and D to the Perfection Certificate are hereby amended and restated in their entirety to read as set forth on Exhibit G attached hereto.

 

2.3.         Schedules 3.6, 3.10 and 3.13 to the Collateral Agreement are hereby amended and restated in their entirety to read as set forth on Exhibit H attached hereto.

 

3.             Schedules to Perfection Certificate and Collateral Agreement. To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Secured Parties to make or to continue to make their respective Extensions of Credit to the Borrower, each Credit Party hereby represents and warrants to the Administrative Agent and each other Secured Party that the information on the schedules to the Perfection Certificate (with respect to such Schedules A, B, C and D, as amended and restated pursuant to Section 2 of this Amendment) and the schedules to the Collateral Agreement (with respect to such Schedules 3.6, 3.10 and 3.13, as amended and restated pursuant to Section 2 of this Amendment) is complete and accurate in all respects as of the date hereof.

 

4.             Reaffirmation. Each Credit Party hereby (a) reaffirms each of the agreements and covenants in the Existing Ancillary Documents with the same force and effect as if each was separately stated herein and made as of the date hereof; (b) ratifies and reaffirms all of its payment and performance obligations and obligations to indemnify, contingent or otherwise, under the Existing Ancillary Documents and (c) confirms that the Existing Ancillary Documents are in full force and effect.

 

5.             Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

 

(1)                                 that the Administrative Agent has received this Amendment executed by the Administrate Agent, the Lenders and the Credit Parties;

 

2











 

(2)                                 that all conditions set forth in Section 6 of the Credit Agreement have been satisfied; and

 

(3)                                 that all legal matters incident to the execution and delivery of this agreement are reasonably satisfactory to the Administrative Agent and its counsel.

 

6.             Representations and Warranties. Each Credit Party represents and warrants to the Administrative Agent and the Lenders as follows:

 

(1)                                 that the execution, delivery, and performance by such Credit Party of this Amendment have been duly authorized by all necessary company action required on its part, and this Amendment is a legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms except as the enforcement thereof may be subject to (A) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);

 

(2)                                 that each representation and warranty contained in the Existing Ancillary Documents and the other Loan Documents to which such Credit Party is a party is true and correct in all respects as of the date hereof, after giving effect to this Amendment;

 

(3)                                 that neither the execution, delivery and performance of this Amendment by such Credit Party nor the consummation of the transactions contemplated hereby does or shall contravene, result in a breach of or violate (A) any provision of such Credit Party’s certificate or articles of incorporation or formation and bylaws or operating agreement, as appropriate; (B) any law or regulation, or any order or decree of any court or government instrumentality applicable to such Credit Party or (C) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Credit Party is a party or by which such Credit Party or any of its property is bound; and

 

(4)                                 that no Default or Event of Default has occurred and is continuing.

 

7.             Successors and Assigns. This Amendment shall be binding upon each of the Credit Parties and upon their respective executors, administrators, successors and assigns and shall inure to the benefit of the Administrative Agent and the Lenders and their respective successors and assigns. All references herein to a Credit Party shall be deemed to include the successors and assigns of such Credit Party. The successors and assigns of the Borrower and any of the other Credit Parties shall include, without limitation, their respective receivers, trustees and debtors-in-possession.

 

8.             Further Assurances. Each Credit Party hereby agrees from time to time, as and when requested by the Administrative Agent or any Lender, to execute and deliver or cause to be executed and delivered all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Administrative Agent or such Lender may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment and the other Loan Documents.

 

9.             Loan Document. This Amendment shall be deemed to be a “Loan Document” for all purposes under the Credit Agreement.

 

10.          Governing Law. This Amendment and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

 

3











 

11.          Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Amendment shall remain in full force and effect.

 

12.          Entire Agreement. Time is of the essence of this Amendment. This Amendment constitutes the entire contract among the parties relating to the subject matter hereof, and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

 

13.          Execution in Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of a signature page of this Amendment by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement.

 

14.          Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent and Lenders for all fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors for advice, assistance or other representation in connection with this Amendment.

 

15.          Reference to and Effect Upon the Existing Ancillary Documents. Except as expressly set forth in Section 1.11(b) of the Credit Agreement, the Loan Documents, including without limitation the Existing Ancillary Documents, shall remain in full force and effect, as amended hereby, and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under any of the Loan Documents, including without limitation the Existing Ancillary Documents, nor constitute a waiver or amendment of any provision of any of the Loan Documents, including without limitation the Existing Ancillary Documents. Upon the effectiveness of this Amendment, each reference in the Existing Ancillary Documents to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to such Existing Ancillary Document as amended hereby.

 

16.          Section Headings. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof.

 

[Signature pages to follow]

 

4











 

IN WITNESS WHEREOF, the parties have executed this Omnibus Amendment and Reaffirmation Agreement as of the date first above written.

 

	
 
    	
 
    	
SUPREME   INDUSTRIES, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Mathew W. Long
    
	
 
    	
 
    	
Name:
    	
Matthew   W. Long
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    
	
SUPREME CORPORATION,
    	
 
    	
SUPREME   INDIANA OPERATIONS, INC.,
    
	
a Texas corporation
    	
 
    	
a   Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Mathew W. Long
    	
 
    	
By:
    	
/s/   Mathew W. Long
    
	
Name:
    	
Matthew   W. Long
    	
 
    	
Name:
    	
Matthew   W. Long
    
	
Title:
    	
Chief   Financial Officer
    	
 
    	
Title:
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SUPREME CORPORATION OF GEORGIA,
    	
 
    	
SUPREME   CORPORATION OF TEXAS,
    
	
a Texas corporation
    	
 
    	
a   Texas corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Mathew W. Long
    	
 
    	
By:
    	
/s/   Mathew W. Long
    
	
Name:
    	
Matthew   W. Long
    	
 
    	
Name:
    	
Matthew   W. Long
    
	
Title:
    	
Chief   Financial Officer
    	
 
    	
Title:
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SUPREME TRUCK BODIES OF CALIFORNIA,
    	
 
    	
SUPREME   MID-ATLANTIC CORPORATION,
    
	
a California corporation
    	
 
    	
a   Texas corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Mathew W. Long
    	
 
    	
By:
    	
/s/   Mathew W. Long
    
	
Name:
    	
Matthew   W. Long
    	
 
    	
Name:
    	
Matthew   W. Long
    
	
Title:
    	
Chief   Financial Officer
    	
 
    	
Title:
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SC TOWER STRUCTURAL LAMINATING, INC.,
    	
 
    	
SUPREME\MURPHY   TRUCK BODIES, INC.,
    
	
a Texas corporation
    	
 
    	
a   North Carolina corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Mathew W. Long
    	
 
    	
By:
    	
/s/   Mathew W. Long
    
	
Name:
    	
Matthew   W. Long
    	
 
    	
Name:
    	
Matthew   W. Long
    
	
Title:
    	
Chief   Financial Officer
    	
 
    	
Title:
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SUPREME NORTHWEST, L.L.C.,
    	
 
    	
 
    	
 
    
	
a Texas limited liability company
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Mathew W. Long
    	
 
    	
 
    	
 
    
	
Name:
    	
Matthew   W. Long
    	
 
    	
 
    	
 
    
	
Title:
    	
Chief   Financial Officer
    	
 
    	
 
    	
 
    


 

Supreme Industries (CF) - A&R - Omnibus Amendment and Reaffirmation Agreement

 











	
 
    	
 
    	
 
    	
 
    	
 
    
	
SUPREME MIDWEST PROPERTIES, INC.,
    	
 
    	
SUPREME   SOUTHEAST PROPERTIES, INC.,
    
	
a Texas corporation
    	
 
    	
a   Texas corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Mathew W. Long
    	
 
    	
By:
    	
/s/   Mathew W. Long
    
	
Name:
    	
Matthew   W. Long
    	
 
    	
Name:
    	
Matthew   W. Long
    
	
Title:
    	
Chief   Financial Officer
    	
 
    	
Title:
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SUPREME SOUTHWEST PROPERTIES, INC.,
    	
 
    	
SUPREME   ARMORED, INC.,
    
	
a Texas corporation
    	
 
    	
a   Texas corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Mathew W. Long
    	
 
    	
By:
    	
/s/   Mathew W. Long
    
	
Name:
    	
Matthew   W. Long
    	
 
    	
Name:
    	
Matthew   W. Long
    
	
Title:
    	
Chief   Financial Officer
    	
 
    	
Title:
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SUPREME WEST PROPERTIES, INC.,
    	
 
    	
SUPREME   STB, LLC,
    
	
a Texas corporation
    	
 
    	
a   California limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Mathew W. Long
    	
 
    	
By:
    	
/s/   Herbert M. Gardner
    
	
Name:
    	
Matthew   W. Long
    	
 
    	
Name:
    	
Herbert   M. Gardner
    
	
Title:
    	
Chief   Financial Officer
    	
 
    	
Title:
    	
President   and Chief Executive Officer
    


 

Supreme Industries (CF) - A&R - Omnibus Amendment and Reaffirmation Agreement

 











 

	
 
    	
WELLS   FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   David W. O’Neal
    
	
 
    	
Name:
    	
David   W. O’Neal
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

Supreme Industries (CF) - A&R - Omnibus Amendment and Reaffirmation Agreement

 











 

EXHIBIT A
  to
 Omnibus Amendment and Reaffirmation Agreement

 

Subsidiary Guaranty

 

See attached.

 











 

EXHIBIT B
  to
 Omnibus Amendment and Reaffirmation Agreement

 

Collateral Agreement

 

See attached.

 












 

EXHIBIT C
  to
 Omnibus Amendment and Reaffirmation Agreement

 

Fee Letter

 

See attached.

 











 

EXHIBIT D
  to
 Omnibus Amendment and Reaffirmation Agreement

 

Intercompany Note; Endorsement

 

See attached.

 











 

EXHIBIT E
  to
 Omnibus Amendment and Reaffirmation Agreement

 

Intercompany Subordination Agreement; Debtors’ Consent

 

See attached.

 











 

EXHIBIT F
  to
 Omnibus Amendment and Reaffirmation Agreement

 

Perfection Certificate

 

See attached.

 











 

EXHIBIT G
  to
 Omnibus Amendment and Reaffirmation Agreement

 

Amended and Restated Schedules A, B, C and D to Perfection Certificate

 

See attached.

 













 

SCHEDULE A
  to 
 Perfection Certificate

 

Identification Information

 

	
Name of
   Grantor
    	
 
    	
Jurisdiction of
   Incorporation or
   Organization
    	
 
    	
Federal
   Taxpayer
   Identification
   Number
    	
 
    	
Organizational
   Identification Number
    	
 
    	
Other names used
   since organization
   and date of changes
    	
 
    	
Changes in corporate
   identity/structure
   in past 5 years
    	
 
    	
Names or tradenames of
   Grantor or any of its
   divisions or business
   units in past 5 years
    
	
Supreme Industries, Inc.
    	
 
    	
Delaware
    	
 
    	
75-1670945
    	
 
    	
2194699
    	
 
    	
6/10/1993 — name changed from ESI Industries, Inc. to Supreme   Industries, Inc.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Corporation
    	
 
    	
Texas
    	
 
    	
90-0911103
    	
 
    	
801377655
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Indiana Operations, Inc.
    	
 
    	
Delaware
    	
 
    	
20-2007769
    	
 
    	
3869935
    	
 
    	
None.
    	
 
    	
12/19/2012 — reorganized to be 100% owned by Supreme Corporation;   previously owned by Supreme Industries, Inc. 



3/18/2012 — Supreme Properties North, Inc., Supreme Properties   South, Inc., Supreme Properties East, Inc., and Supreme Properties   West, Inc. all merged into Grantor



9/28/2010 — Supreme Corporation (a Texas corporation) merged into   Grantor
    	
 
    	
None.
    


 













 

	
Supreme Midwest Properties, Inc.
    	
 
    	
Texas
    	
 
    	
36-4748439
    	
 
    	
801693873
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Corporation of Georgia
    	
 
    	
Texas
    	
 
    	
46-1495094
    	
 
    	
801692378
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Southeast Properties, Inc.
    	
 
    	
Texas
    	
 
    	
36-4748490
    	
 
    	
801693870
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Corporation of Texas
    	
 
    	
Texas
    	
 
    	
74-2283398
    	
 
    	
44046400
    	
 
    	
6/22/1981 — name changed from Transport Equipment Company, Inc.   to Williamsen TECO Corporation



4/4/1983 — name changed from Williamsen TECO Corporation to Supreme   Corporation of Texas
    	
 
    	
12/19/2012 — reorganized to be 100% owned by Supreme Corporation;   previously owned by Supreme Indiana Operations, Inc.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Southwest Properties, Inc.
    	
 
    	
Texas
    	
 
    	
90-0916938
    	
 
    	
801693865
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Armored, Inc.
    	
 
    	
Texas
    	
 
    	
37-1708328
    	
 
    	
801693875
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Truck Bodies of California, Inc.
    	
 
    	
California
    	
 
    	
35-1676396
    	
 
    	
C1270935
    	
 
    	
None.
    	
 
    	
12/19/2012 — reorganized to be 100% owned by Supreme Corporation; previously   owned by Supreme Indiana Operations, Inc.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme West Properties, Inc.
    	
 
    	
Texas
    	
 
    	
37-1708295
    	
 
    	
801693858
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme STB, LLC
    	
 
    	
California
    	
 
    	
26-4120982
    	
 
    	
200635610151
    	
 
    	
12/19/2006 — name changed from
    	
 
    	
None.
    	
 
    	
None.
    


 













 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Supreme STB Corporation to Supreme STB, LLC
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Mid-Atlantic Corporation
    	
 
    	
Texas
    	
 
    	
35-1714584
    	
 
    	
101792500
    	
 
    	
5/11/1990 — name changed from Supreme-Jannell Corporation to Supreme   Mid-Atlantic Corporation
    	
 
    	
12/19/2012 — reorganized to be 100% owned by Supreme Corporation;   previously owned by Supreme Indiana Operations, Inc.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
SC Tower Structural Laminating, Inc.
    	
 
    	
Texas
    	
 
    	
35-2015418
    	
 
    	
139907800
    	
 
    	
None.
    	
 
    	
12/19/2012 — reorganized to be 100% owned by Supreme Corporation;   previously owned by Supreme Indiana Operations, Inc.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme\Murphy Truck Bodies, Inc.
    	
 
    	
North Carolina
    	
 
    	
56-1891328
    	
 
    	
C-0351217
    	
 
    	
None.
    	
 
    	
12/19/2012 — reorganized to be 100% owned by Supreme Corporation;   previously owned by Supreme Indiana Operations, Inc.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Northwest, L.L.C.
    	
 
    	
Texas
    	
 
    	
20-0364574
    	
 
    	
800264134
    	
 
    	
1/6/2004 — name changed from Supreme Oregon, L.L.C. to Supreme   Northwest, L.L.C.
    	
 
    	
12/19/2012 — reorganized to be 100% owned by Supreme Corporation;   previously owned by Supreme Indiana Operations, Inc.
    	
 
    	
None.
    


 













 

SCHEDULE B
  to 
 Perfection Certificate

 

Locations of Collateral

 

	
Name of
   Grantor
    	
 
    	
Chief executive
   office
   (current and any
   other within
   past 5 years)
    	
 
    	
Locations of books 
   and records relating 
   to accounts (current 
   and any others
   within past 5 years)
    	
 
    	
Other places of
   business
   (current and any
   others within past 5
   years)
    	
 
    	
Other locations of
   personal property of
   Grantor
   (current and any others
   within past 5 years)
    	
 
    	
Name and address of other persons
   holding personal property of Grantor
   (current and any others 
   within past 4 months)
    
	
Supreme Industries, Inc.
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher
   Road, Goshen, IN,
   46528
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Corporation
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher
   Road, Goshen, IN,
   46528
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Indiana Operations, Inc.
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher
   Road, Goshen, IN,
   46528
    	
 
    	
None.
    	
 
    	
2572 E. Kercher Rd.,
   Goshen, IN 46528
   2581 E. Kercher Rd.,
   Goshen, IN 46528
   2592 E. Kercher Rd.,
   Goshen, IN 46528
   6577 Romiss St.,
   Berkeley, MO 63134
   2051 Highway 41,
   Griffin, GA, 30224
   475 Liberty Road,
   Griffin, GA, 30224
   3127 Etheridge Mill
   Road, Griffin, GA, 30224
   3191 Etheridge Mill
   Road, GA, 30224
    	
 
    	
McCormick Motors, 1255 W. Market
   St., Nappanee, IN 46550
   Jordan Ford, 609 E. Jefferson Blvd.,
   Mishawaka, IN 46546
   Northwest Ford, 4000 Mannheim
   Road, Franklin Park, IL 60131
   Mike Bass Ford, I-90 Detroit Road,
   Lorain, OH 44052
   Harold Zigler Ford, 2525 Bypass
   Road, Elkhart, IN 46514
   American Fleet Services, 7714
   Commerce Park Oval, Independence,
   OH 44131
    


 













 

	
Supreme Midwest Properties, Inc.
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher
   Road, Goshen, IN,
   46528
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Corporation of Georgia
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher

Road, Goshen, IN,
   46528
    	
 
    	
None.
    	
 
    	
2051 Highway 41,
   Griffin, GA, 30224
   475 Liberty Road,
   Griffin, GA, 30224
   3127 Etheridge Mill
   Road, Griffin, GA, 30224
   3191 Etheridge Mill
   Road, GA, 30224
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Southeast Properties, Inc.
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher
   Road, Goshen, IN,
   46528
    	
 
    	
None.
    	
 
    	
2051 Highway 41,
   Griffin, GA, 30224
   475 Liberty Road,
   Griffin, GA, 30224
   3127 Etheridge Mill
   Road, Griffin, GA, 30224
   3191 Etheridge Mill
   Road, GA, 30224
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Corporation of Texas
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher
   Road, Goshen, IN,
   46528
    	
 
    	
None.
    	
 
    	
500 Commerce Blvd.,
   Cleburne, TX 76033
   3001 Main St., Cleburne,
   TX 76033
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Southwest Properties, Inc.
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher
   Road, Goshen, IN,
   46528
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Armored, Inc.
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher
   Road, Goshen, IN,
   46528
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Truck Bodies of
    	
 
    	
2581 East
    	
 
    	
2581 East Kercher
    	
 
    	
None.
    	
 
    	
22135 Alessandro Blvd.,
    	
 
    	
Auto Safety House, 2630 W.
    


 













 

	
California, Inc.
    	
 
    	
Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
Road, Goshen, IN,
   46528
    	
 
    	
 
    	
 
    	
Moreno Valley, CA
   92553
    	
 
    	
Buckeye Road, Phoenix, AZ 85009
   Freightliner Trucks, 2477 Deerfield
   Dr., Fort Mill, SC 29715
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme West Properties, Inc.
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher
   Road, Goshen, IN,
   46528
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme STB, LLC
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher
   Road, Goshen, IN,
   46528
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Mid-Atlantic Corporation
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher
   Road, Goshen, IN,

46528
    	
 
    	
None.
    	
 
    	
401 Jonestown Road,
   Jonestown, PA 17038
   411 Jonestown Rd.,
   Jonestown, PA 17038
   NS Jonestown Road,
   Jonestown, PA 17038
   2490 State Route 72,
   Jonestown, PA17038
   135 Douglas Pike,
   Harrisville, RI 02830
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
SC Tower Structural Laminating, Inc.
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher
   Road, Goshen, IN,
   46528
    	
 
    	
None.
    	
 
    	
1491 Gerber St., Ligonier,
   IN 46767
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme\Murphy Truck Bodies, Inc.
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher
   Road, Goshen, IN,
   46528
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Northwest, L.L.C.
    	
 
    	
2581 East
   Kercher Road,
   Goshen, IN,
   46528
    	
 
    	
2581 East Kercher
   Road, Goshen, IN,
   46528
    	
 
    	
None.
    	
 
    	
None.
    	
 
    	
None.
    


 












 

SCHEDULE C
  to 
 Perfection Certificate

 

Subsidiaries

 

	
Name of Grantor
    	
 
    	
Subsidiary
    	
 
    	
Number of
   Shares/Units
    	
 
    	
Class of
   Interests
    	
 
    	
Percentage of
   Class Owned
    	
 
    	
Certificate
   Nos.
    	
 
    	
Certificate
   Issue Date
    
	
Supreme   Industries, Inc.
    	
 
    	
Supreme Corporation
    	
 
    	
1,000 Shares
    	
 
    	
common
    	
 
    	
100%
    	
 
    	
01
    	
 
    	
01/31/2011
    
	
Supreme Industries, Inc.
    	
 
    	
Supreme Insurance Company, Inc.
    	
 
    	
1,000 Shares
    	
 
    	
common
    	
 
    	
100%
    	
 
    	
1
    	
 
    	
04/04/2005
    
	
Supreme Corporation
    	
 
    	
Supreme Indiana Operations, Inc.
    	
 
    	
1,000 Shares
    	
 
    	
common
    	
 
    	
100%
    	
 
    	
03
    	
 
    	
12/19/2012
    
	
Supreme Corporation
    	
 
    	
Supreme Corporation of Georgia
    	
 
    	
1,000 Shares
    	
 
    	
common
    	
 
    	
100%
    	
 
    	
01
    	
 
    	
12/19/2012
    
	
Supreme Corporation
    	
 
    	
Supreme Corporation of Texas
    	
 
    	
1,000 Shares
    	
 
    	
common
    	
 
    	
100%
    	
 
    	
03
    	
 
    	
12/19/2012
    
	
Supreme Corporation
    	
 
    	
Supreme Truck Bodies of California, Inc.
    	
 
    	
1,000 Shares
    	
 
    	
common
    	
 
    	
100%
    	
 
    	
3
    	
 
    	
12/19/2012
    
	
Supreme Corporation
    	
 
    	
Supreme Mid-Atlantic Corporation
    	
 
    	
1,000 Shares
    	
 
    	
common
    	
 
    	
100%
    	
 
    	
3
    	
 
    	
12/19/2012
    
	
Supreme Corporation
    	
 
    	
SC Tower Structural Laminating, Inc.
    	
 
    	
1,000 Shares
    	
 
    	
common
    	
 
    	
100%
    	
 
    	
03
    	
 
    	
12/19/2012
    
	
Supreme Corporation
    	
 
    	
Supreme\Murphy Truck Bodies, Inc.
    	
 
    	
1,000 Shares
    	
 
    	
common
    	
 
    	
100%
    	
 
    	
3
    	
 
    	
12/19/2012
    
	
Supreme Corporation
    	
 
    	
Supreme Northwest, L.L.C.
    	
 
    	
100 Units
    	
 
    	
limited liability company   membership interest
    	
 
    	
100%
    	
 
    	
05
    	
 
    	
12/19/2012
    
	
Supreme Indiana Operations, Inc.
    	
 
    	
Supreme Midwest Properties, Inc.
    	
 
    	
1,000 Shares
    	
 
    	
common
    	
 
    	
100%
    	
 
    	
01
    	
 
    	
12/19/2012
    
	
Supreme Corporation of Georgia
    	
 
    	
Supreme Southeast Properties, Inc.
    	
 
    	
1,000 Shares
    	
 
    	
common
    	
 
    	
100%
    	
 
    	
01
    	
 
    	
12/19/2012
    
	
Supreme Corporation of Texas
    	
 
    	
Supreme Southwest Properties, Inc.
    	
 
    	
1,000 Shares
    	
 
    	
common
    	
 
    	
100%
    	
 
    	
01
    	
 
    	
12/19/2012
    


 











 

	
Name of Grantor
    	
 
    	
Subsidiary
    	
 
    	
Number of
   Shares/Units
    	
 
    	
Class of
   Interests
    	
 
    	
Percentage of
   Class Owned
    	
 
    	
Certificate
   Nos.
    	
 
    	
Certificate
   Issue Date
    
	
Supreme Corporation of Texas
    	
 
    	
Supreme Armored, Inc.
    	
 
    	
1,000 Shares
    	
 
    	
common
    	
 
    	
100%
    	
 
    	
01
    	
 
    	
12/19/2012
    
	
Supreme Truck Bodies of   California, Inc.
    	
 
    	
Supreme STB, LLC
    	
 
    	
1,000 Units
    	
 
    	
limited liability company membership interest
    	
 
    	
100%
    	
 
    	
02
    	
 
    	
12/19/2006
    
	
Supreme Truck Bodies of   California, Inc.
    	
 
    	
Supreme West   Properties, Inc.
    	
 
    	
1,000 Shares
    	
 
    	
common
    	
 
    	
100%
    	
 
    	
01
    	
 
    	
12/19/2012
    


 











 

SCHEDULE D
  to 
 Perfection Certificate

 

Deposit Accounts

 

	
Entity
    	
 
    	
Institution Name
    	
 
    	
Address
    	
 
    	
Account Number
    	
 
    	
Purpose
    
	
Supreme Corporation
    	
 
    	
Wells Fargo Bank, N.A.
    	
 
    	
300   N. Meridian St., Ste. 1600, Indianapolis, IN 46204
    	
 
    	
4122213630
    	
 
    	
Restricted
    
	
Supreme Corporation
    	
 
    	
Wells Fargo Bank, N.A.
    	
 
    	
300   N. Meridian St., Ste. 1600, Indianapolis, IN 46204
    	
 
    	
4122213648
    	
 
    	
Operating
    
	
Supreme Corporation
    	
 
    	
Wells Fargo Bank, N.A.
    	
 
    	
300   N. Meridian St., Ste. 1600, Indianapolis, IN 46204
    	
 
    	
9600152981
    	
 
    	
Controlled Disbursements
    
	
Supreme Corporation
    	
 
    	
Wells Fargo Bank, N.A.
    	
 
    	
300   N. Meridian St., Ste. 1600, Indianapolis, IN 46204
    	
 
    	
9600157878
    	
 
    	
Controlled Disbursements
    
	
Supreme Indiana Operations, Inc.*
    	
 
    	
JP Morgan Chase
    	
 
    	
7610   W. Washington St., Indianapolis, IN 46231
    	
 
    	
000300001862236
    	
 
    	
Operating
    
	
Supreme Indiana Operations, Inc.*
    	
 
    	
Key Bank
    	
 
    	
402   Burnett Road, Springfield, OH 45505
    	
 
    	
353231001523
    	
 
    	
Checking - Imprest
    
	
Supreme Mid-Atlantic Corporation
    	
 
    	
Citizens Bank
    	
 
    	
PO   Box 789, Providence, RI 02901-0789
    	
 
    	
11140437
    	
 
    	
Checking — Transfer Checks
    
	
Supreme STB, LLC
    	
 
    	
Wells Fargo Bank, N.A.
    	
 
    	
300   N. Meridian St., Ste. 1600, Indianapolis, IN 46204
    	
 
    	
4122213671
    	
 
    	
Sweep
    
	
Supreme STB, LLC
    	
 
    	
BBVA Bancomer USA
    	
 
    	
24010   Sunnymead Blvd., Moreno Valley, CA 92553
    	
 
    	
1229617
    	
 
    	
Checking - Imprest
    


 




*In the process of closing the accounts.

 

1











 

EXHIBIT H
  to
 Omnibus Amendment and Reaffirmation Agreement

 

Amended and Restated Schedules 3.6, 3.10 and 3.13 to Collateral Agreement

 

See attached.

 

2













 

SCHEDULE 3.6
 to
 Collateral Agreement

 

Exact Legal Name; Jurisdiction of Organization; Taxpayer Identification Number; Registered Organization Number; Mailing Address; Chief Executive Office and other Locations

 

	
Name of
   Grantor
    	
 
    	
Jurisdiction of
   Incorporation or
   Organization
    	
 
    	
Federal
   Taxpayer
   Identification
   Number
    	
 
    	
Organizational
   Identification Number
    	
 
    	
Mailing Address/
   Chief Executive
   Office
    	
 
    	
Other Locations
    
	
Supreme Industries, Inc.
    	
 
    	
Delaware
    	
 
    	
75-1670945
    	
 
    	
2194699
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Corporation
    	
 
    	
Texas
    	
 
    	
90-0911103
    	
 
    	
801377655
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
None.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Indiana Operations, Inc.
    	
 
    	
Delaware
    	
 
    	
20-2007769
    	
 
    	
3869935
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
2572 E. Kercher Rd., Goshen, IN 46528 2581 E. Kercher Rd.,   Goshen, IN 46528 2592 E. Kercher Rd., Goshen, IN 46528 6577-6581   Romiss Berkley, MO 63134
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Midwest Properties, Inc.
    	
 
    	
Texas
    	
 
    	
36-4748439
    	
 
    	
801693873
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
2572-2592 East Kercher Road, Goshen, IN 46528
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Corporation of Georgia
    	
 
    	
Texas
    	
 
    	
46-1495094
    	
 
    	
801692378
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
2051 Highway 41, Griffin, GA, 30224 475 Liberty Road,   Griffin, GA, 30224 3127 Etheridge Mill
    


 

1













 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Road, Griffin, GA, 30224   3191 Etheridge Mill Road, GA, 30224
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Southeast Properties, Inc.
    	
 
    	
Texas
    	
 
    	
36-4748490
    	
 
    	
801693870
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
2051 Highway 41, Griffin, GA, 30224 475 Liberty Road,   Griffin, GA, 30224 3127 Etheridge Mill Road, Griffin, GA, 30224 3191   Etheridge Mill Road, GA, 30224
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Corporation of Texas
    	
 
    	
Texas
    	
 
    	
74-2283398
    	
 
    	
44046400
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
500 Commerce Blvd., Cleburne, TX 76033
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Southwest Properties, Inc.
    	
 
    	
Texas
    	
 
    	
90-0916938
    	
 
    	
801693865
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
500 Commerce Blvd., Cleburne, TX 76033
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Armored, Inc.
    	
 
    	
Texas
    	
 
    	
37-1708328
    	
 
    	
801693875
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
3001 Main St., Cleburne, TX 76033
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Truck Bodies of California, Inc.
    	
 
    	
California
    	
 
    	
35-1676396
    	
 
    	
C1270935
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
22135 Alessandro Blvd., Moreno Valley, CA 92553
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme West Properties, Inc.
    	
 
    	
Texas
    	
 
    	
37-1708295
    	
 
    	
801693858
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
22135 Alessandro Blvd., Moreno Valley, CA 92553
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme STB, LLC
    	
 
    	
California
    	
 
    	
26-4120982
    	
 
    	
200635610151
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
22135 Alessandro Blvd., Moreno Valley, CA 92553
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Mid-Atlantic
    	
 
    	
Texas
    	
 
    	
35-1714584
    	
 
    	
101792500
    	
 
    	
2581 East Kercher
    	
 
    	
401 Jonestown Rd.,
    


 

2













 

	
Corporation
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Road, Goshen, IN 46528
    	
 
    	
Jonestown, PA 17038
   411 Jonestown Rd., Jonestown, PA 17038
   24 Howard Lane, Jonestown, PA 17038
   2490 State Route 72, Jonestown, PA 17038
   135 Douglas Pike, Harrisville, RI 02830
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
SC Tower Structural Laminating, Inc.
    	
 
    	
Texas
    	
 
    	
35-2015418
    	
 
    	
139907800
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
1491 Gerber Street, Ligonier, IN 46767
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme\Murphy Truck Bodies, Inc.
    	
 
    	
North Carolina
    	
 
    	
56-1891328
    	
 
    	
C-0351217
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
4000 Airport Drive Wilson, NC 27896
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Northwest, L.L.C.
    	
 
    	
Texas
    	
 
    	
20-0364574
    	
 
    	
800264134
    	
 
    	
2581 East Kercher Road, Goshen, IN 46528
    	
 
    	
None.
    


 

3












 

SCHEDULE 3.10
 to
 Collateral Agreement

 

Deposit Accounts and Securities Accounts

 

Deposit Accounts:

 

	
Grantor
    	
 
    	
Financial
   Institution
    	
 
    	
Account Number
    	
 
    	
Address of
   Financial
   Institution
    	
 
    	
Account Purpose
    
	
Supreme Corporation
    	
 
    	
Wells Fargo Bank, N.A.
    	
 
    	
4122213630
    	
 
    	
300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204
    	
 
    	
Restricted
    
	
Supreme Corporation
    	
 
    	
Wells Fargo Bank, N.A.
    	
 
    	
4122213648
    	
 
    	
300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204
    	
 
    	
Operating
    
	
Supreme Corporation
    	
 
    	
Wells Fargo Bank, N.A.
    	
 
    	
9600152981
    	
 
    	
300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204
    	
 
    	
Controlled Disbursements
    
	
Supreme Corporation
    	
 
    	
Wells Fargo Bank, N.A.
    	
 
    	
9600157878
    	
 
    	
300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204
    	
 
    	
Controlled Disbursements
    
	
Supreme Indiana Operations, Inc.*
    	
 
    	
JP Morgan Chase
    	
 
    	
000300001862236
    	
 
    	
7610 W. Washington St., Indianapolis, IN 46231
    	
 
    	
Operating
    
	
Supreme Indiana Operations, Inc.*
    	
 
    	
Key Bank
    	
 
    	
353231001523
    	
 
    	
402 Burnett Road, Springfield , OH 45505
    	
 
    	
Checking - Imprest
    
	
Supreme Mid-Atlantic Corporation
    	
 
    	
Citizens Bank
    	
 
    	
11140437
    	
 
    	
PO Box 789, Providence, RI 02901-0789
    	
 
    	
Checking — Transfer Checks
    
	
Supreme STB, LLC
    	
 
    	
Wells Fargo Bank, N.A.
    	
 
    	
4122213671
    	
 
    	
300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204
    	
 
    	
Sweep
    
	
Supreme STB, LLC
    	
 
    	
BBVA Bancomer USA
    	
 
    	
1229617
    	
 
    	
24010 Sunnymead Blvd., Moreno Valley, CA 92553
    	
 
    	
Checking - Imprest
    


 




*In the process of closing the accounts

 

Securities Accounts:

 

	
Grantor
    	
 
    	
Securities
   Intermediary
    	
 
    	
Account Number
    	
 
    	
Address of
   Securities
   Intermediary
    	
 
    	
Account Purpose
    
	
N/A
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

4











 

SCHEDULE 3.13
 to
 Collateral Agreement

 

Investment Property and Partnership/LLC Interests

 

Certificated Securities:

 

	
Name of Issuer
    	
 
    	
Class and Series
    	
 
    	
Par Value
    	
 
    	
Certificate Number
    	
 
    	
Percentage of
   Ownership Interests
   of such
   Class and Series
    	
 
    
	
Grantor: Supreme   Industries
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Corporation
    	
 
    	
Common stock
    	
 
    	
$
    	
1.00
    	
 
    	
01
    	
 
    	
100
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Insurance   Company, Inc.
    	
 
    	
Common stock
    	
 
    	
$
    	
1.00
    	
 
    	
1
    	
 
    	
100
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Grantor: Supreme   Corporation
    	
 
    
	
Supreme Indiana Operations
    	
 
    	
Common stock
    	
 
    	
$
    	
1.00
    	
 
    	
03
    	
 
    	
100
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Corporation of   Georgia
    	
 
    	
Common stock
    	
 
    	
$
    	
1.00
    	
 
    	
01
    	
 
    	
100
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Corporation of   Texas
    	
 
    	
Common stock
    	
 
    	
$
    	
1.00
    	
 
    	
03
    	
 
    	
100
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Truck Bodies of   California, Inc.
    	
 
    	
Common stock
    	
 
    	
$
    	
1.00
    	
 
    	
3
    	
 
    	
100
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Mid-Atlantic   Corporation
    	
 
    	
Common stock
    	
 
    	
$
    	
0.10
    	
 
    	
3
    	
 
    	
100
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
SC Tower Structural   Laminating, Inc.
    	
 
    	
Common stock
    	
 
    	
$
    	
1.00
    	
 
    	
03
    	
 
    	
100
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme\Murphy Truck   Bodies, Inc.
    	
 
    	
Common stock
    	
 
    	
$
    	
0.10
    	
 
    	
3
    	
 
    	
100
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Grantor: Supreme Indiana   Operations
    	
 
    
	
Supreme Midwest   Properties, Inc.
    	
 
    	
Common stock
    	
 
    	
$
    	
1.00
    	
 
    	
01
    	
 
    	
100
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Grantor: Supreme   Corporation of Georgia
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Southeast   Properties, Inc.
    	
 
    	
Common stock
    	
 
    	
$
    	
1.00
    	
 
    	
01
    	
 
    	
100
    	
%
    


 

5











 

	
Grantor: Supreme   Corporation of Texas
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Southwest   Properties, Inc.
    	
 
    	
Common stock
    	
 
    	
$
    	
.100
    	
 
    	
01
    	
 
    	
100
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Armored, Inc.
    	
 
    	
Common stock
    	
 
    	
$
    	
1.00
    	
 
    	
01
    	
 
    	
100
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Grantor: Supreme Truck   Bodies of California, Inc.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme West   Properties, Inc.
    	
 
    	
Common stock
    	
 
    	
$
    	
1.00
    	
 
    	
01
    	
 
    	
100
    	
%
    


 

Securities Accounts (including cash management accounts that are Investment Property) and Uncertificated Securities:

 

[Grantor]:

 

	
Financial Institution
    	
 
    	
Account Number
    	
 
    	
Address of Financial
   Institution
    	
 
    	
Account Purpose
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

	
Name of Issuer
    	
 
    	
Class and Series
    	
 
    	
Par Value
    	
 
    	
Percentage of Ownership
   Interests of such
   Class and Series
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

Partnership/LLC Interests:

 

	
Name of Issuer
   (including identification
   of
   type of entity)
    	
 
    	
Type of Ownership
   Interest
    	
 
    	
Certificate
   Number
   (if any)
    	
 
    	
Percentage of
   Ownership Interests of
   such Type
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Grantor: Supreme   Corporation
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme Northwest, L.L.C.
    	
 
    	
limited liability company membership interest
    	
 
    	
05
    	
 
    	
100
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Grantor: Supreme Truck   Bodies of California, Inc.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Supreme STB, LLC
    	
 
    	
limited liability company membership interest
    	
 
    	
2
    	
 
    	
100
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

6