Exhibit 10.1


 


MASTER
AMENDMENT


 


THIS MASTER
AMENDMENT (this “Amendment”) is dated as of March 31, 2010 (the “Effective
Date”) between JPMORGAN CHASE BANK, N.A., a national banking association (“Chase”),
SUPREME CORPORATION, a Texas corporation (“Supreme”), as a Borrower
pursuant to the Credit Agreement (as hereinafter defined) and a Guarantor
pursuant to the STBC Loan Documents (as hereinafter defined), SUPREME TRUCK
BODIES OF CALIFORNIA, INC., a California corporation (“STBC”), as a
Borrower pursuant to the STBC Reimbursement Agreement (as hereinafter defined)
and a Guarantor pursuant to the STBC Loan Documents, SUPREME/MURPHY TRUCK
BODIES, INC., a North Carolina corporation (“Murphy”), as a Borrower
pursuant to the Murphy Reimbursement Agreement (as hereinafter defined) and a
Guarantor pursuant to the Murphy Loan Documents, and SUPREME PROPERTIES EAST,
INC., SUPREME PROPERTIES WEST, INC., SUPREME INSURANCE COMPANY, INC., SILVER
CROWN, LLC, SUPREME PROPERTIES NORTH, INC., SUPREME PROPERTIES SOUTH, INC., SUPREME
INDIANA MANAGEMENT, INC., SUPREME STB, LLC, SUPREME INDUSTRIES, INC., SUPREME
NORTHWEST, L.L.C., SUPREME CORPORATION OF TEXAS, SC TOWER STRUCTURAL
LAMINATING, INC., SUPREME MID-ATLANTIC CORPORATION, and SUPREME INDIANA
OPERATIONS, INC. (together with Supreme, STBC and Murphy, each of the foregoing
are referred to in this Amendment as a “Guarantor;” and collectively as
the “Guarantors”).  Supreme, STBC
and Murphy are each sometimes referred to in this Amendment as a “Borrower”
and are collectively referred to in this Amendment as the “Borrowers.”


 


Recitals


 


1.             Supreme and Chase
are parties to that certain Credit Agreement, dated as of December 23,
2008, as amended by an Amendment to Credit Agreement, dated as of March 11,
2009, an Amendment to Credit Agreement, dated as of May 12, 2009, an
Amendment to Credit Agreement, dated as of September 9, 2009, and an
Amendment to Credit Agreement, dated as of dated as of November 6, 2009
(collectively, the “Credit Agreement”).


 


2.             Supreme is in
default under the Credit Agreement in that Supreme failed to maintain a minimum
Adjusted EBITDA for its fiscal months ending in November, 2009, December, 2009
and January, 2010, as required by Section 5.2(O) of the Credit
Agreement and it also failed to maintain the minimum Tangible Net Worth
required by Section 5.2(M) of the Credit Agreement during those
periods and up to the Effective Date (collectively, the “Existing Defaults”).


 


3.             STBC and Chase (as
successor to NBD Bank, N.A.) are parties to a Reimbursement and Pledge Agreement,
dated as of April 10, 1996, as amended by a First Amendment to
Reimbursement and Pledge Agreement, dated as of September 8, 1997
(collectively, the “STBC Reimbursement Agreement”).


 


4.             Murphy and Chase
(as successor to Bank One, Indiana, N.A.) are parties to a Reimbursement and
Pledge Agreement, dated as of October 11, 2000 (the “Murphy
Reimbursement Agreement”).


 

















 


5.             The Borrowers have
requested that Chase waive the Existing Defaults, and amend and modify the
Credit Agreement, STBC Reimbursement Agreement, and Murphy Reimbursement
Agreement, all as provided in this Amendment.


 


Agreement


 


NOW, THEREFORE, in
consideration of the premises, the mutual covenants and agreements herein, and
each act performed and to be performed hereunder, Chase, the Borrowers and the
Guarantors agree as follows:


 


1.             Definitions.  Except as otherwise expressly stated in this
Amendment, all terms used in this Amendment that are defined in the Credit
Agreement and that are not otherwise defined in this Amendment, shall have the
same meanings in this Amendment as are ascribed to them in the Credit
Agreement.


 


2.             Amendments to
the Credit Agreement.  Effective as
of the Effective Date, the Credit Agreement is amended as follows:


 


(a)           New Definitions.  The following new definitions are added to Section 2.1
of the Credit Agreement as new subsections EE, FF, GG and HH:


 


“EE.        “Adjusted EBITDA” means, with respect to any
fiscal period of the Supreme Industries, Inc. and its consolidated
Subsidiaries, their consolidated net income (or net loss) plus (a) interest
expense, (b) depreciation expense, (c) amortization expense, (d) income
tax expense, and (e) non-cash non-recurring expenses (in each case only to
the extent deducted in determining such consolidated net income (or net loss)
for such period and without duplication), and minus (f) non-cash
non-recurring income, and (g) extraordinary gains (in each case only to
the extent included in determining such consolidated net income (or net loss)
for such period and without duplication). 
Adjusted EBITDA shall be calculated on a consolidated basis in
accordance with generally accepted accounting principles.


 


FF.          “Business Plan”
means a revised business plan and revised financial projections for the
Borrower and its consolidated Subsidiaries for their fiscal year 2010 ending December 25,
2010, including fiscal monthly cash flow and collateral projections.


 


GG.         “Consultant” means Fort Dearborn Partners, Inc.


 


HH.         “Minimum Required EBITDA Schedule” means the
Minimum Required EBITDA Schedule attached to this Agreement.


 


2

















 


(b)           Addition of New Section 4.13.
The Credit Agreement is amended to add the following new Section 4.13:


 


“4.13      Real Estate.  Not later than May 1, 2010, the Borrower
shall, and shall cause each of its Subsidiaries to, deliver to the Bank duly
executed and acknowledged mortgages or deeds of trust, as requested by the
Bank, with respect to all real estate owned in fee simple by the Borrower or
any of its Subsidiaries, which mortgages and deeds of trust shall grant the
Bank a first priority mortgage lien on the subject real estate and all
improvements and other interests therein (excepting only other existing
mortgage liens in favor of the Bank) and shall otherwise be in form and substance
acceptable to the Bank in its sole discretion (each a “Required Mortgage”).  Each Required Mortgage shall secure payment
of all of the obligations of the mortgagor executing such Required Mortgage to
the Bank, whether such obligations now exist or hereafter arise, are direct or
indirect, or are owed by such mortgagor as a borrower, a letter of credit
account party or a guarantor.  The
Borrowers and its Subsidiaries shall duly execute and deliver such further instruments
and perform or cause to be performed such further acts as may be necessary or
proper in the reasonable opinion of the Bank to provide to the Bank the
security and collateral intended to be provided by the Required Mortgages.”


 


(c)           Addition of New Section 4.14.  The Credit Agreement is amended to add the
following new Section 4.14:


 


“4.14      Business Plan.  Not later than April 15, 2010, the
Borrower shall deliver to the Bank the Business Plan prepared by the Borrower
and the Consultant, and not later than May 1, 2010, the Borrower and the
Consultant shall meet with the Bank at the offices of the Borrower in Goshen,
Indiana to review comprehensively and discuss the Business Plan, with the
Consultant at this meeting (a) providing to the Bank its assurances and
qualifications respecting the adequacy and reasonableness of the assumptions
upon which the Business Plan is based and respecting the reasonableness of (and
sensitivity of) the projections in the Business Plan, (b) identifying
those elements of the Business Plan which are critical to achievement of the
projected net income and cash flows, and (c) discussing the Business Plan
in all other respects reasonably requested by the Bank.”


 


(d)           Amendment to Section 5.2(M).  Section 5.2(M) of the Credit
Agreement is amended, and as so amended, restated to read as follows:


 


“M.         Tangible Net Worth.  Beginning on April 1, 2010 and at all
times thereafter, permit the Tangible Net Worth of Supreme Industries, Inc.
and its Subsidiaries on a consolidated basis to be less than $64,000,000.”


 


3

















 


(e)           Amendment to Section 5.2(O).  Section 5.2(O) of the Credit
Agreement is amended, and as so amended, restated to read as follows:


 


“O.          Adjusted
EBITDA.  Beginning with the
Test Period ending on April 24, 2010, and thereafter as of the close of
each successive Test Period, permit the Adjusted EBITDA of Supreme Industries, Inc.
and its consolidated Subsidiaries for any Test Period to be less than the
Minimum Required EBITDA for such Test Period. 
As used in this Section 5.2(O): 
(i) the term “Minimum Required EBITDA” means, with respect to each
Test Period, the amount set forth under the column on the table set forth on
the Minimum Required EBITDA Schedule entitled “Minimum Required EBITDA” that
corresponds to such Test Period; and (ii) the term “Test Period” means the
two fiscal month period identified under the column on the table set forth on
the Minimum Required EBITDA Schedule entitled “Test Period.””


 


(f)            Addition of Minimum EBITDA
Schedule.  The Credit Agreement is
amended so that Exhibit A attached to this Amendment is added and
attached to the Credit Agreement as the “Minimum Required EBITDA Schedule.”


 


3.             Amendments of the STBC
Reimbursement Agreement.  Effective
as of the Effective Date, the STBC Reimbursement Agreement is amended as
follows:


 


(a)           Deletion of Financial Covenants
and Negative Covenant regarding the Supreme Credit Agreement.  Sections 5.2.15 and 5.2.16 of the STBC
Reimbursement Agreement are deleted in their entirety.


 


(b)           Addition of Default. Section 7
of the STBC Reimbursement Agreement is amended as follows:  (i) the word “or” appearing at the end
of Section 7(n) of the STBC Reimbursement Agreement is deleted; (ii) the
grammatical period at the end of Section 7(o) of the STBC
Reimbursement Agreement is deleted and replaced with “; or”; and (iii) the
following new Section 7(p) is added to the STBC Reimbursement
Agreement:


 


“(p)         any event of default or default shall
occur under or respecting (i) any agreement between the Bank and Supreme
Industries, Inc., (ii) any agreement between the Bank and or Supreme
Corporation, or (iii) any agreement between the Bank and any other
Affiliate of the Borrower.”


 


4.             Amendments of the Murphy
Reimbursement Agreement.  Effective
as of the Effective Date, the Murphy Reimbursement Agreement is amended as
follows:


 


(a)           Deletion of Financial Covenants.  Sections 5.2.18, 5.2.19, 5.2.20, and 5.2.21
of the Murphy Reimbursement Agreement are deleted in their entirety.


 


(b)           Addition of Default. Section 7
of the Murphy Reimbursement Agreement is amended as follows:  (i) the word “or” appearing at the end
of Section 7(o) of the Murphy Reimbursement Agreement is deleted; (ii) the
grammatical period at the end of Section 7(r) of


 


4

















 


the Murphy Reimbursement
Agreement is deleted and replaced with “; or”; and (iii) the following new
Section 7(s) is added to the Murphy Reimbursement Agreement:


 


“(s)         any event of default or default shall
occur under or with respect to (i) any agreement between the Bank and
Supreme Industries, Inc., (ii) any agreement between the Bank and or
Supreme Corporation, or (iii) any agreement between the Bank and any other
Affiliate of the Borrower.”


 


5.             Waiver of Existing Defaults.


 


(a)           Subject to the other terms of this
Amendment, including, without limitation, the full satisfaction of all
conditions precedent set forth in Section 8 hereof, Chase waives the
Existing Defaults.  The waiver set forth
in this Section 5(a) is a one-time waiver, and with respect to the covenants
contained in Sections 5.2(M) and 5.2(O) of the Credit Agreement
applies only to the failure to maintain the required minimum Tangible Net Worth
on or prior to the Effective Date or to achieve the required Adjusted EBITDA
for any fiscal period ending on or prior to the Effective Date.  The waiver set forth in this Section 5(a) shall
not be deemed to be a waiver by Chase of any other default by Supreme under the
Credit Agreement or any of the Related Documents, now existing or hereafter
occurring, including any further default of any of the financial covenants set
forth in Sections 5.2(M) and 5.2(O) of the Credit Agreement.


 


(b)           Subject to the other terms of this
Amendment, including without limitation, the full satisfaction of all
conditions precedent set forth in Section 8 hereof, Chase waives any
non-compliance by STBC with the covenants set forth in Sections 5.2.15 and
5.2.16 of the STBC Reimbursement Agreement which occurred on or prior to the
Effective Date.  The waiver set forth in
this Section 5(b) shall not be deemed to be a waiver by Chase of any
other default or event of default under the STBC Reimbursement Agreement or any
of the STBC Loan Documents now existing or hereafter occurring, including any
default occurring under or pursuant to Section 7(p) of the STBC
Reimbursement Agreement.  As used in this
Amendment, the term “STBC Loan Documents” means the agreements,
documents and instruments that are defined in the STBC Reimbursement Agreement
as the “Loan Documents.”


 


(c)           Subject to the other terms of this
Amendment, including, without limitation, the full satisfaction of all
conditions precedent set forth in Section 8 hereof, Chase waives any
non-compliance by Murphy with the covenants set forth in Sections 5.2.18,
5.2.19, 5.2.20, and 5.2.21 of the Murphy Reimbursement Agreement which occurred
on or prior to the Effective Date.  The
waiver set forth in this Section 5(c) shall not be deemed to be a
waiver by Chase of any other default or event of default Murphy under the
Murphy Reimbursement Agreement or any of the Murphy Loan Documents now existing
or hereafter occurring, including any default occurring under or pursuant to Section 7(s) of
the Murphy Reimbursement Agreement.  As
used in this Amendment, the term “Murphy Loan Documents” means the
agreements, documents and instruments that are defined in the Murphy
Reimbursement Agreement as the “Loan Documents.”


 


5

















 


6.             Representations and Warranties.  Each Borrower represents and warrants to
Chase as follows:


 


(a)           (i)            The
execution, delivery and performance of this Amendment and all agreements and
documents delivered pursuant hereto by such Borrower have been duly authorized
by all necessary corporate action and do not and will not violate any provision
of any law, rule, regulation, order, judgment, injunction, or writ presently in
effect applying to such Borrower, or its articles of incorporation or by-laws,
or result in a breach of or constitute a default under any material agreement,
lease or instrument to which such Borrower is a party or by which it or any of
its properties may be bound or affected; (ii) no authorization, consent,
approval, license, exemption or filing of a registration with any court or
governmental department, agency or instrumentality is or will be necessary to
the valid execution, delivery or performance by such Borrower of this Amendment
and all agreements and documents delivered pursuant hereto; and (iii) this
Amendment and all agreements and documents delivered pursuant hereto by such
Borrower are the legal, valid and binding obligations of such Borrower, as a
signatory thereto, and enforceable against such Borrower in accordance with the
terms thereof.


 


(b)           After giving effect to the waivers
granted in Section 5 of this Amendment, no default or event of default
will exist as of the Effective under (i) the Credit Agreement or any of
the other Related Documents, (ii) the STBC Reimbursement Agreement or any
of the STBC Loan Documents, or (iii) the Murphy Reimbursement Agreement or
any of the Murphy Loan Documents.


 


(c)           The representations and warranties
contained in each of the Credit Agreement, the STBC Reimbursement Agreement,
and the Murphy Reimbursement Agreement are true and correct in all material
respects as of the Effective Date, except to the extent such representations
and warranties expressly relate to an earlier date (in which case such
representations and warranties were true and correct in all material respects
as of such earlier date).


 


(d)           The Borrowers and the Guarantors
acknowledge and agree that the financial statements delivered to Chase pursuant
to Section 4.5(A) and 4.5(B) of the Credit Agreement are
intended to and shall be the consolidated financial statements of Supreme
Industries, Inc. and its Subsidiaries (rather than of Supreme and its
Subsidiaries) and that Chase, the Borrowers and the Guarantors have at all
times acted in accordance with and in reliance upon such intention.


 


7.             Consent and Representations of
the Guarantors.  Each Guarantor
covenants, represents and warrants to Chase as follows:


 


(a)           such Guarantor, by its execution of
this Amendment, expressly consents to the execution, delivery and performance
by the Borrowers, the other Guarantors and Chase of this Amendment and all
agreements, instruments and documents to be delivered pursuant hereto;


 


6

















 


(b)           such Guarantor agrees that neither
the provisions of this Amendment nor any action taken or not taken in
accordance with the terms of this Amendment shall constitute a termination,
extinguishment, release, or discharge of any of such Guarantor’s obligations
under its respective guaranty or guaranties listed in Exhibit B to
this Amendment or any other guaranty executed by such Guarantor in favor of Chase
(each of all of these guaranties, as the same has been and may hereafter be
amended and/or restated from time to time and at any time, being called a “Guaranty”)
or provide a defense, set-off, or counterclaim to it with respect to any of
such Guarantor’s obligations under its Guaranty or any other Related Documents,
STBC Loan Documents or Murphy Loan Documents;


 


(c)           such Guarantor’s Guaranty is in full
force and effect and is a valid and binding obligation of such Guarantor; and


 


(d)           this Amendment is the legal, valid,
and binding obligation of such Guarantor, and enforceable against such
Guarantor in accordance with its terms.


 


8.             Conditions.  The obligation of Chase to execute and to
perform this Amendment shall be subject to full satisfaction of the following
conditions precedent on or before the Effective Date:


 


(a)           This Amendment shall have been duly
executed by the Borrowers and the Guarantors, and delivered to Chase.


 


(b)           The Borrowers shall have paid all
costs and expenses incurred by Chase in connection with the Existing Defaults
and in the negotiation, preparation and closing of this Amendment and the other
documents, instruments and agreements to be executed and delivered pursuant
hereto, including the reasonable fees and out-of-pocket expenses of Baker &
Daniels LLP, special counsel to Chase.


 


9.             No
Counterclaims/Security/Release.  EACH
OF THE BORROWERS AND THE  GUARANTORS
(EACH INDIVIDUALLY REFERRED TO AS AN “OBLIGOR” AND COLLECTIVELY REFERRED
TO AS THE “OBLIGORS”), FOR THEMSELVES AND THEIR RESPECTIVE LEGAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASING
PARTIES”), JOINTLY AND SEVERALLY RELEASES AND DISCHARGES CHASE AND ITS
OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS, LEGAL REPRESENTATIVES,
SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ANY
AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, CAUSES OF ACTION, AND AFFIRMATIVE
DEFENSES WHICH ANY OF THE RELEASING PARTIES HAS ASSERTED OR CLAIMED OR MIGHT
NOW OR HEREAFTER ASSERT OR CLAIM AGAINST ALL OR ANY OF THE RELEASED PARTIES,
WHETHER KNOWN OR UNKNOWN, ARISING OUT OF, RELATED TO OR IN ANY WAY CONNECTED
WITH OR BASED UPON ANY ACT, OMISSION, CIRCUMSTANCE, AGREEMENT, LOAN, EXTENSION
OF CREDIT, TRANSACTION, TRANSFER, PAYMENT, EVENT, ACTION, OR OCCURRENCE RELATED
TO THE LIABILITIES, THE RELATED DOCUMENTS, OR


 


7

















 


ANY TRANSACTION
CONTEMPLATED THEREBY BETWEEN OR INVOLVING ANY OBLIGOR OR ANY OF THE PROPERTY OF
ANY OBLIGOR, AND ALL OR ANY OF THE RELEASED PARTIES AND WHICH WAS MADE OR
EXTENDED OR WHICH OCCURRED AT ANY TIME OR TIMES PRIOR TO THE EFFECTIVE DATE.


 


10.           Binding on Successors and Assigns.  All of the terms and provisions of this
Amendment shall be binding upon and inure to the benefit of the parties hereto,
their respective successors, assigns and legal representatives.


 


11.           Governing Law; Entire Agreement;
Survival; Miscellaneous.  This
Amendment is a contract made under, and shall be governed by and construed in
accordance with, the laws of the State of Indiana applicable to contracts made
and to be performed entirely within such state and without giving effect to its
choice or conflicts of laws principles. 
This Amendment constitutes and expresses the entire understanding between
the parties with respect to the subject matter hereof, and supersedes all prior
agreements and understandings, commitments, inducements or conditions, whether
expressed or implied, oral or written. 
All covenants, agreements, undertakings, representations and warranties
made in this Amendment shall survive the execution and delivery of this
Amendment.  Each of the Credit Agreement,
the STBC Reimbursement Agreement, and the Murphy Reimbursement Agreement, as
amended by this Amendment, remains in full force and effect.


 


12.           Amendment of Other Documents.


 


(a)           All references to the Credit
Agreement in the other Related Documents shall mean the Credit Agreement, as
modified and amended by this Amendment and as it may be further amended,
modified, extended, renewed, supplemented and/or restated from time to time and
at any time.  The other Related Documents
are hereby modified and amended to the extent necessary to conform them to, or
to cause them to accurately reflect, the terms of the Credit Agreement, as
modified by this Amendment.  Except as otherwise
expressly provided in this Amendment, all of the terms and provisions of the
Credit Agreement and the other Related Documents, as modified and amended by
this Amendment, remain in full force and effect and fully binding on the
parties thereto and their respective successors and assigns.


 


(b)           All references to the STBC
Reimbursement Agreement in the other STBC Loan Documents shall mean the STBC
Reimbursement Agreement, as modified and amended by this Amendment and as it
may be further amended, modified, extended, renewed, supplemented and/or
restated from time to time and at any time. 
The other STBC Loan Documents are hereby modified and amended to the
extent necessary to conform them to, or to cause them to accurately reflect,
the terms of the STBC Reimbursement Agreement, as modified by this
Amendment.  Except as otherwise expressly
provided in this Amendment, all of the terms and provisions of the STBC
Reimbursement Agreement and the other STBC Loan Documents, as modified and
amended by this Amendment, remain in full force and effect and fully binding on
the parties thereto and their respective successors and assigns.


 


8

















 


(c)           All references to the Murphy
Reimbursement Agreement in the other Murphy Loan Documents shall mean the
Murphy Reimbursement Agreement, as modified and amended by this Amendment and
as it may be further amended, modified, extended, renewed, supplemented and/or
restated from time to time and at any time. 
The other Murphy Loan Documents are hereby modified and amended to the
extent necessary to conform them to, or to cause them to accurately reflect,
the terms of the Murphy Reimbursement Agreement, as modified by this
Amendment.  Except as otherwise expressly
provided in this Amendment, all of the terms and provisions of the Murphy
Reimbursement Agreement and the other Murphy Loan Documents, as modified and
amended by this Amendment, remain in full force and effect and fully binding on
the parties thereto and their respective successors and assigns.


 


13.           Further Assurances.  The Borrowers and the Guarantors shall duly
execute and deliver, or cause to be executed and delivered, such further
instruments and perform or cause to be performed such further acts as may be
necessary or proper in the reasonable opinion of Chase to carry out the
provisions and purposes of this Amendment.


 


14.           Counterparts. This Amendment
may be executed in two or more counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute but one
agreement.  In the event any party
executes and delivers this Amendment via facsimile, such party hereby agrees
that for the purposes of enforcement and all applicable statutes, laws and rules,
including, without limitation, the Uniform Commercial Code, rules of
evidence and statutes of fraud: (i) the facsimile signature of such party
shall constitute a binding signature of such party as a symbol and mark
executed and adopted by such party with a present intention to authenticate this
Amendment; (ii) the facsimile of this Amendment shall constitute a writing
signed by such party; and (iii) the facsimile of this Amendment shall
constitute an original of and best evidence of this Amendment.


 


15.           Recitals Incorporated.  Chase, the Borrowers, and the Guarantors
agree that the Recitals set forth in this Amendment are true and correct.


 


[SIGNATURES APPEAR ON
FOLLOWING PAGES 10 through 14]


 


9
















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered by
their respective authorized signatories.


 


	
   

  	
  JPMORGAN CHASE
  BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  (“Chase”)

  
	
   

  	
   

  
	
   

  	
  SUPREME
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (“Supreme” and a
  “Borrower” and a “Guarantor”)

  
	
   

  	
   

  
	
   

  	
  SUPREME TRUCK
  BODIES OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (“STBC” and a
  “Borrower” and a “Guarantor”)

  
	
   

  	
   

  
	
   

  	
  SUPREME/MURPHY
  TRUCK BODIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (“Murphy” and a
  “Borrower” and a “Guarantor”)

  
				



 


10

















 


	
   

  	
  SUPREME
  PROPERTIES EAST, INC. 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (a “Guarantor”)

  
	
   

  	
   

  
	
   

  	
  SUPREME
  PROPERTIES WEST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (a “Guarantor”)

  
	
   

  	
   

  
	
   

  	
  SUPREME
  INSURANCE COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (a “Guarantor”)

  
	
   

  	
   

  
	
   

  	
  SILVER CROWN, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (a “Guarantor”)

  
	
   

  	
   

  
	
   

  	
  SUPREME
  PROPERTIES NORTH, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (a “Guarantor”)

  



 


11

















 


	
   

  	
  SUPREME
  PROPERTIES SOUTH, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (a “Guarantor”)

  
	
   

  	
   

  
	
   

  	
  SUPREME INDIANA
  MANAGEMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (a “Guarantor”)

  
	
   

  	
   

  
	
   

  	
  SUPREME STB, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (a “Guarantor”)

  
	
   

  	
   

  
	
   

  	
  SUPREME
  INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (a “Guarantor”)

  
				



 


12

















 


	
   

  	
  SUPREME
  NORTHWEST, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (a “Guarantor”)

  
	
   

  	
   

  
	
   

  	
  SUPREME
  CORPORATION OF TEXAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  	
   

  
	
   

  	
  (a “Guarantor”)

  
	
   

  	
   

  
	
   

  	
  SC TOWER
  STRUCTURAL LAMINATING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (a “Guarantor”)

  
	
   

  	
   

  
	
   

  	
  SUPREME
  MID-ATLANTIC CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (a “Guarantor”)

  
	
   

  	
   

  
	
   

  	
  SUPREME INDIANA
  OPERATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
                                  ,

  
	
   

  	
   

  
	
   

  	
  (a “Guarantor”)

  
				



 


13

















 


EXHIBIT A


 


MINIMUM REQUIRED EBITDA SCHEDULE


 


	
  Test
  Period

  	
   

  	
  Minimum Required EBITDA

  	
   

  
	
  The fiscal period beginning February 21, 2010
  through and including April 24, 2010

  	
   

  	
  $

  	
  1,862,000

  	
   

  
	
  The fiscal period from and including March 28, 2010
  through and including May 22, 2010

  	
   

  	
  $

  	
  1,890,000

  	
   

  
	
  The fiscal period from and including April 25, 2010
  through and including June 26, 2010

  	
   

  	
  $

  	
  1,481,000

  	
   

  
	
  The fiscal period from and including May 23, 2010
  through and including July 24, 2010

  	
   

  	
  $

  	
  1,602,000

  	
   

  
	
  The fiscal period from and including June 27, 2010
  through and including August 21, 2010

  	
   

  	
  $

  	
  1,862,000

  	
   

  
	
  The fiscal period from and including July 25, 2010
  through and including September 25, 2010

  	
   

  	
  $

  	
  1,816,000

  	
   

  
	
  The fiscal period from and including August 22, 2010
  through and including October 23, 2010

  	
   

  	
  $

  	
  1,319,000

  	
   

  
	
  The fiscal period from and including September 26,
  2010 through and including November 20, 2010

  	
   

  	
  $

  	
  892,000

  	
   

  
	
  The fiscal period from and including October 24,
  2010 through and including December 25, 2010

  	
   

  	
  $

  	
  627,000

  	
   

  



 


14

















 


EXHIBIT
B


 


Continuing Guaranty,
dated August 11, 2008, executed by Supreme Properties East, Inc. in
favor of JPMorgan Chase Bank, N.A. (“Chase”).


 


Continuing Guaranty,
dated August 11, 2008, executed by Supreme Properties West, Inc. in
favor of Chase


 


Continuing Guaranty,
dated August 11, 2008, executed by Supreme Insurance Company, Inc. in
favor of Chase


 


Continuing Guaranty,
dated August 11, 2008, executed by Silver Crown, LLC in favor of Chase


 


Continuing Guaranty,
dated August 11, 2008, executed by Supreme Properties North, Inc. in
favor of Chase


 


Continuing Guaranty,
dated August 11, 2008, executed by Supreme Properties South, Inc. in
favor of Chase


 


Continuing Guaranty,
dated October 25, 2006, executed by Supreme Indiana Management, Inc.
in favor of Chase


 


Continuing Guaranty,
dated January 5, 2004, executed by Supreme STB Corporation (now legally
named Supreme STB, LLC) in favor of Chase (as successor to Bank One, NA)


 


Continuing Guaranty,
dated January 5, 2004, executed by Supreme Industries, Inc. in favor
of Chase (as successor to Bank One, NA)


 


Continuing Guaranty,
dated March 19, 2004, executed by Supreme Northwest, L.L.C. in favor of
Chase (as successor to Bank One, NA)


 


Continuing Guaranty, dated
June 1, 2002, executed by Supreme Corporation of Texas in favor of Chase
(as successor to Bank One, Indiana, N.A.)


 


Continuing Guaranty,
dated June 1, 2002, executed by SC Tower Structural Laminating, Inc.,
in favor of Chase (as successor to Bank One, Indiana, N.A.)


 


Continuing Guaranty,
dated June 1, 2002, executed by Supreme/Murphy Truck Bodies, Inc. in
favor of Chase (as successor to Bank One, Indiana, N.A.)


 


Continuing Guaranty,
dated June 1, 2002, executed by Supreme Mid-Atlantic Corporation in favor
of Chase (as successor to Bank One, Indiana, N.A.)


 


15

















 


Continuing Guaranty,
dated June 1, 2002, executed by Supreme Truck Bodies of California, Inc.
in favor of Chase (as successor to Bank One, Indiana, N.A.)


 


Continuing Guaranty,
dated June 1, 2002, executed by Supreme Indiana Operations L.P. (now
legally named Supreme Indiana Operations, Inc.) in favor of Chase (as
successor to Bank One, Indiana, N.A.)


 


First Replacement
Unlimited Continuing Guaranty, dated September 8, 1997, executed by
Supreme Industries, Inc. in favor of Chase (as successor to NBD Bank,
N.A.)


 


First Replacement
Unlimited Continuing Guaranty, dated September 8, 1997, executed by
Supreme Corporation of Texas in favor of Chase (as successor to NBD Bank, N.A.)


 


First Replacement
Unlimited Continuing Guaranty, dated September 8, 1997, executed by
Supreme Corporation in favor of Chase (as successor to NBD Bank, N.A.)


 


First Replacement
Unlimited Continuing Guaranty, dated September 8, 1997, executed by
Supreme Mid-Atlantic Corporation in favor of Chase (as successor to NBD Bank,
N.A.)


 


First Replacement
Unlimited Continuing Guaranty, dated September 8, 1997, executed by
Supreme Murphy Truck Bodies, Inc. in favor of Chase (as successor to NBD Bank,
N.A.)


 


16