**Exhibit 10.13**

 
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**CreditAgreement**

 

Thisagreement dated as of December 23, 2008 is between JPMorgan Chase Bank,N.A. (together with its successors and assigns, the **“Bank”**).whose address is 121 W. Franklin St., Elkhart, IN 46516, and SupremeCorporation (individually, the **“Borrower”** andif more than one, collectively, the **“Borrowers”**),****whoseaddress is 2581 Kercher Road, Goshen, IN 46528.

 

**1.****                                     ****Credit****Facilities.**

 

**1.1****                              ****Scope.**This agreement governs Facility A, and, unlessotherwise agreed to in writing by****the Bank and the Borrower orprohibited by any Legal**Requirement (as****hereafterdefined), governs the****Credit Facilities as****definedbelow. This agreement amends and restates that certain Credit Agreement datedas of January *5,*2004.Advances under any Credit Facilities shall be subject to the proceduresestablished from time to time by the Bank. Any procedures agreed to by the Bankwith respect to obtaining advances, including automatic loan sweeps, shall notvary the terms or conditions of this agreement or the other Related Documentsregarding the Credit Facilities.

 

**1.2****                              ****Facility A (Line of Credit).** The Bank has approved a credit facility tothe Borrower in the principal sum not to exceed S33,000,000.00 in the aggregateat any one time outstanding and subject to being reduced as set forth in a Lineof Credit Note executed concurrently with this agreement **(“Facility****A”)**.****Credit underFacility A shall be repayable as set forth in a Line of Credit Note executedconcurrently with this agreement, and any renewals, modifications, extensions,rearrangements, restatements thereof and replacements or substitutionstherefor.

 

**Non****Usage Fee.** The Borrower shall pay to the Bank anon-usage fee (the “Non-usage Fee”) on the average daily unused portion ofFacility A at a rate per annum set forth below opposite the applicable FundedDebt to EBITDA Ratio, payable in arrears within fifteen (15) days of the end ofeach fiscal quarter for which the fee is owing. Funded Debt to EBITDA Ratio isdefined as Supreme Industries, Inc. and its subsidiaries’ ratio of (a) totalliabilities excluding (i) accounts arising from the purchase of goods andservices in the ordinary course of business, (ii) accrued expenses orlosses, (iii) deferred revenues or gains, and (iv) controlleddisbursements, to (b) net income, plus amortization expense, depreciationexpense, interest expense and income tax expense.

 
| **Funded Debt to EBITDA Ratio**                           | ** ** | **Non Usage Fee** | ** ** |
|-------------------------------------------------------------------------------|------------|-----------------------------|------------|
| Greater than 4.00 to 1.00                                                     |       | 0.40                        | %          |
| Greater than or equal to 3.51 to 1.00 but  less than or equal to 4.00 to 1.00 |       | 0.35                        | %          |
| Greater than or equal to 3.01 to 1.00 but  less than or equal to 3.50 to 1.00 |       | 0.30                        | %          |
| Greater than or equal to 2.51 to 1.00 but  less than or equal to 3.00 to 1.00 |       | 0.25                        | %          |
| Less than or equal to 2.50 to 1.00                                            |       | 0.20                        | %          |

 

**1.3****                              ****Borrowing****Base.**The aggregate principal amount of advancesoutstanding at any one time under the Line of Credit Note (and any and allrenewals, modifications, extensions, rearrangements, restatements thereof and replacements****or****substitutionstherefor) evidencing Facility A (the **“Aggregate OutstandingAmount”**) shall not exceed the Borrowing Base or the maximumprincipal amount then available under Facility A, whichever is less (the **“Maximum****Available Amount”**). If at any time the AggregateOutstanding Amount exceeds the Maximum Available Amount, the Borrower shallimmediately pay the Bank an amount equal to such excess. **“Borrowing Base”** means the aggregate of:

 

A.            80% of the book value of all Eligible Accounts; plus

 

B.            50% of the lower of cost (determined using the first-in,first-out method of inventory accounting) or wholesale market value, asdetermined by the Bank, of all Eligible Inventory.

 

For purposes of determiningthe Borrowing Base, the assets of Supreme Corporation and each of itsSubsidiaries shall be deemed to be assets of the Borrower.

 

**2.****                                     ****Definitions and Interpretations.**

 

**2.1****                              ****Definitions.** As used in this agreement, the followingterms have the following respective meanings:

 

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**A.            “Account”** means a trade account, account receivable, other receivable, or otherright to payment for goods sold or leased or services rendered.

 

**B.            “Account****Debtor”** means the Person obligated on an Account.

 

**C.            “Affiliate”** means any Person which, directly or indirectly Controls or isControlled by or under common Control with, another Person, and any director orofficer thereof. The Bank is under no circumstances to be deemed an Affiliateof the Borrower or any of its Subsidiaries.

 

**D.            “Authorizing Documents”** means certificates of authority to transactbusiness, certificates of good standing, borrowing resolutions, appointments,officer’s certificates, certificates of incumbency, and other documents whichempower and authorize or evidence the power and authority of all Persons (otherthan the Bank) executing any Related Document or their representatives toexecute and deliver the Related Documents and perform the Person’s obligationsthereunder.

 

**E.             “Capital Expenditures”**means any expenditure or the incurrence of any obligation or liability for any asset which is classified as acapital asset under GAAP.

 

**F.             “Collateral”** means all Property, now or in the future subject to any Lien in favorof the Bank, securing or intending to secure, any of the Liabilities.

 

**G.            “Control”** as used****with respect to any Person,means the power to direct or cause the direction of, the management andpolicies of that Person, directly or indirectly, whether through the ownershipof Equity Interests, by contract, or otherwise. “Controlling” and “Controlled”have meanings correlative thereto.

 

**H.            “Credit Facilities”** means all extensions of credit from the Bankto the Borrower, whether now existing or hereafter arising, including but notlimited to those described in Section 1, if any, and those extendedcontemporaneously with this agreement.

 

**I.              “Distributions”** means all dividendsand other****distributions made to any Equity Owners, otherthan salary, bonuses, and other compensation for services expended in thecurrent accounting period.

 

**J.             “Eligible Accounts”**means, at any time, all of the Borrower’sAccounts in which the Bank has a first priority continuing perfected Lien andwhich are earned and invoiced within thirty (30) days of being earned and whichcontain selling terms and conditions satisfactory to the Bank, are payable onordinary trade terms, and are not evidenced by a promissory note, otherinstrument or chattel paper. The net amount of any Eligible Account againstwhich the Borrower may borrow shall exclude all returns, discounts, credits,and offsets of any nature. Unless otherwise agreed to by the Bank in writing,Eligible Accounts do not include Accounts: (1) which are not owned by theBorrower free and clear of all Liens, constructive trust, statutory prioritiesnot in favor of the Bank, and claims of Persons other than the Bank; (2) withrespect to which the Account****Debtor is an Affiliate of theBorrower or otherwise affiliated with or related to the Borrower, includingwithout limitation, any employee, officer, director, Equity Owner or agent ofthe Borrower; (3) with respect to which goods are placed on consignment,guaranteed sale, bill-and-hold, sale-and-return, sale on approval,cash-on-delivery or other terms by reason of which the payment by the AccountDebtor may be conditional; (4) with respect to which the Account Debtor isnot a resident of the United States, except to the extent such Accounts areotherwise Eligible Accounts and are supported by**insurance,bonds or other assurances satisfactory to the Bank; (5) subject to the U.S. Office of Foreign AssetControl Special Designated Nationals and Blocked Person’s List, or with respectto which the Account Debtor is otherwise a Person with whom the Borrower or theBank is prohibited from doing business by any applicable Legal Requirement; (6) whichare not payable in U.S. Dollars; (7) with respect to which the Borrower isor may become liable to the Account Debtor for goods sold or services renderedby the Account Debtor to the Borrower; (8) which are subject to dispute,counterclaim, deduction, withholding, defense, or setoff; (9) with respectto which the goods have not been shipped or delivered, or the services have notbeen rendered, to the Account Debtor, or which otherwise constitute pre-billedAccounts; (10) which constitute retainage,or are bonded Accounts; (11) with respect to which the Bank determines thecreditworthiness, financial or business condition of the Account Debtor to beunsatisfactory; (12) of any Account Debtor who is the subject of any state orfederal bankruptcy, insolvency, or debtor-in-relief acts, or who has had appointeda trustee, custodian, or receiver for the assets of such Account Debtor, or whohas made an assignment for the benefit of creditors or has become insolvent orfails generally to pay its debts (including its payrolls) as such debts becomedue; (13) with respect to which the Account Debtor is the United Statesgovernment or any department or agency of the United States; (14) otherwisedetermined to be ineligible by the Bankand (15) which have not****beenpaid in full within ninety (90) days from the invoice date. In no

 

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event will the balance of anyAccount of any single Account Debtor be eligible whenever the portion of theAccounts of such Account Debtor which have not been paid within ninety (90)days from the invoice date is in excess of 25% of the total amount outstandingon all Accounts of such Account Debtor.

 

**K.            “Eligible Inventory”** means, at any time, all of the Borrower’sInventory in which the Bank has a first priority continuing perfected Lien exceptInventory which is: (1) not owned by it free and clear of all Liens exceptin favor of the Bank, and claims of Persons other than the Bank, (2) slowmoving, obsolete, unsalable, damaged, defective, perishable, or unfit forfurther processing; (3) work in process; (4) subject to consignmentor otherwise in the possession of another Person, unless otherwise agreed to bythe Bank in writing; (5) in transit or located outside of the UnitedStates; (6) identified to be purchased under a contract under which it hasreceived, or is entitled to receive, an advance payment; (7) determined bythe Bank to be ineligible due to licensing, intellectual property, or any LegalRequirements that would make it difficult to sell, lease or use such Inventory;(8) comprised of samples, returns, rejected items, re-work items,non-standard items, odd-lots, or repossessed goods; (9) produced. inviolation of applicable Legal Requirements, including the Fair Labor StandardsAct and the regulations and orders of the Department of Labor; or (10) otherwisedetermined ineligible by the Bank; provided, however, that transportation andstorage charges shall be excluded from amounts otherwise included in EligibleInventory.

 

**L.           ****“Equity Interests”** means shares of capital stock, partnershipinterests, membership interests in a limited liability company, beneficialinterests in a trust or other equity ownership interests in a Person, and anywarrants, options or other rights entitling the holder thereof to purchase oracquire any such equity interest.

 

**M.           “Equity****Owner”**means ashareholder, partner, member, holder of a beneficial interest in a trust orother owner of any Equity Interests.

 

**N.           ****“GAAP”**meansgenerally accepted accounting principles in effect from time to time in theUnited States of America, consistently applied.

 

**O.           ****“Inventory”** means raw materials, work in process,finished goods, merchandise, parts and supplies, of every kind and goods heldfor sale or lease or furnished under contracts of service and all documents oftitle, warehouse receipts, bills of lading, and all other documents of everytype covering all or any part of the foregoing,

 

**P.            “Intangible Assets”** means the aggregate amount of: (1) allassets classified as intangible assets under GAAP, including, without limitation,goodwill, trademarks, patents, copyrights, organization expenses, franchises,licenses, trade names, brand names, mailing lists, catalogs, excess of costover book value of assets acquired, and bond discount and underwritingexpenses; and (2) loans or advances to, investments in, or receivablesfrom (i) any Affiliate, officer, director, employee, Equity Owner or agentof the Borrower or (ii) any Person if such loan, advance, investment orreceivable is outside the Borrower’s ordinary course of business.

 

**Q.           ****“Legal Requirement”**means any law, ordinance, decree, requirement,order, judgment, rule, regulation (or interpretation of any of the foregoing) of any foreign governmental authority, theUnited States of America, any state thereof, any political subdivision of anyof the foregoing or any agency, department, commission, board, bureau, court orother tribunal having jurisdiction over the Bank, any Pledgor or any Obligor orany of its Subsidiaries or their respective Properties or any agreement by whichany of them is bound.

 

**R.            “Liabilities”** means all indebtedness, liabilities and obligations of every kind andcharacter of the Borrower to the Bank, whether the obligations, indebtednessand liabilities are individual, joint and several, contingent or otherwise, nowor hereafter existing, including, without limitation, all liabilities,interest, costs and fees, arising under or from any note, open account,overdraft, credit card, lease, Rate Management Transaction, letter of creditapplication, endorsement, surety agreement, guaranty, acceptance, foreignexchange contract or depository service contract, whether payable to the Bankor to a third party and subsequently acquired by the Bank, any monetaryobligations (including interest) incurred or accrued during the pendency of anybankruptcy, insolvency, receivership or other similar proceedings, regardlessof whether allowed or allowable in such proceeding, and all renewals,extensions, modifications, consolidations, rearrangements, restatements, replacementsor substitutions of any of the foregoing.

 

**S.            “Lien”** means any mortgage, deed of trust, pledge, charge, encumbrance,security interest, collateral assignment or other lien or restriction of anykind.

 

**T.           ****“Notes”** means all promissory notes, instrumentsand/or contracts now or hereafter evidencing the Credit Facilities.

 

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**U.            “Obligor”**means any Borrower, guarantor, surety,co-signer, endorser, general partner or other Person who****may now or in thefuture be obligated to pay any of the Liabilities.

 

**V.            “Organizational Documents”** means, with respect to any Person,certificates of existence or formation, documents establishing or governing thePerson or evidencing or certifying that the Person is duly organized andvalidly existing in accordance with all applicable Legal Requirements,including all amendments, restatements, supplements or modifications to suchcertificates and documents as of the date of the Related Document referring tothe Organizational Document and any and all future modifications theretoapproved by the Bank.

 

**W.           “Permitted Investments”** means (1) readily marketable directobligations of the United States of America or any agency thereof withmaturities of one year or less from the date of acquisition; (2) fullyinsured (if issued by a bank other than the Bank) certificates of deposit withmaturities of one year or less from the date of acquisition issued by anycommercial bank operating in the United States of America having capital andsurplus in excess of $500,000,000.00; and (3) commercial paper of adomestic issuer if at the time of purchase such paper is rated in one of thetwo highest rating categories of Standard and Poor’s Corporation or Moody’sInvestors Service.

 

**X.           ****“Person”** means any individual, corporation,partnership, limited liability company, joint venture, joint stock association,association, bank, business trust, trust, unincorporated organization, anyforeign governmental authority, the United States of America, any state of theUnited States and any political subdivision of any of the foregoing or anyother form of entity.

 

**Y.            “Pledgor”** means any Person providing Collateral.

 

**Z.            “Property”** means any interest in any kind of property or asset, whether real,personal or mixed, tangible or intangible.

 

**AA.         “Rate Management Transaction”**means any transaction (including an agreementwith respect thereto) that is a rateswap, basis swap, forward rate transaction, commodity swap, commodityoption, equity or equity index swap,equity or equity index option, bondoption, interest rate option, foreign exchange transaction, captransaction, floor transaction, collar transaction, forward transaction,currency swap transaction, cross-currency rate swap transaction, currencyoption, derivative transaction or any other similar transaction (including anyoption with respect to any ofthese transactions) or any combination thereof, whether linked to one or moreinterest rates, foreign currencies, commodity prices, equity prices or otherfinancial measures.

 

**BB.         “Related****Documents”**means thisagreement, the Notes, applications for letters of credit, all loan agreements,credit agreements. reimbursement agreements, security agreements, mortgages,deeds of trust, pledge agreements, assignments, guaranties, and any otherinstrument or document executed in connection with this agreement or with anyof the Liabilities. The related documents include without limitation, thelimited guaranty’d and continuing security agreements, of previously executedand devivered by the Borrower’s Subsidiaries to the Bank, all of which continuein full force and effect.

 

**CC.         “Subsidiary”** means, as to any particular Person (the “parent”), a Person theaccounts of which would be consolidated with those of the parent in the parent’sconsolidated financial statements if such financial statements were prepared inaccordance with GAAP as of the date of determination, as well as any otherPerson of which fifty percent (50%) or more of the Equity Interests is at thetime of determination directly or indirectly owned, Controlled or held, by theparent or by any Person or Persons Controlled by the parent, either alone ortogether with the parent.

 

**DD.         “Tangible Net Worth”** means total assets less the sum of IntangibleAssets and total liabilities.

 

**2.2****                              ****Interpretations.** Whenever possible, each provision of theRelated Documents shall be interpreted in such manner as to be effective andvalid under applicable Legal Requirements. If any provision of this agreementcannot be enforced, the remaining portions of this agreement shall continue ineffect. In the event of any conflict or inconsistency between this agreementand the provisions of any other Related Documents, the provisions of thisagreement shall control. Use of the term “including” does not imply anylimitation on (but may expand) the antecedentreference. Any reference to a particulardocument includes all modifications, supplements, replacements, renewals orextensions of that document, but this rule of construction does not authorizeamendment of any document without the Bank’s consent. Section headings arefor convenience of reference only and do not affect the interpretation of thisagreement. Except as otherwiseexpressly provided herein, all terms of an accounting or financialnature shall be construed in accordance with GAAP. Whenever the Bank’sdetermination, consent, approval or satisfaction is required under thisagreement or the other Related Documents or whenever the Bank may at its optiontake or refrain from taking any action under this agreement or the otherRelated Documents, the

 

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decision as to whether or not the Bank makes thedetermination, consents, approves, is satisfied or takes or refrains fromtaking any action, shall be in the sole and exclusive discretion of the Bank,and the Bank’s decision shall be final and conclusive.

 

**3.****                                     ****Conditions Precedent toExtensions of Credit.**

 

**3.1****                              ****Conditions Precedent to InitialExtension of Credit under each of the Credit Facilities.** Before the first extension of credit governed by this agreementand any initial advance under any of the Credit Facilities, whether bydisbursement of a loan, issuance of a letter of credit, or otherwise, theBorrower shall deliver to the Bank, in form and substance satisfactory to theBank:

 

**A.            Loan Documents.** The Notes, and as applicable, the letter of credit applications,reimbursement agreements, the security agreements, the pledge agreements,financing statements, mortgages or deeds of trust, the guaranties, thesubordination agreements, and any other documents which the Bank may reasonablyrequire to give effect to the transactions described in this agreement or theother Related Documents;

 

**B.            Organizational and Authorizing Documents.** The Organizational Documents and AuthorizingDocuments of the Borrower and any other Persons (other than the Bank) executingthe Related Documents in form and substance satisfactory to the Bank that at aminimum: (i) document the due organization, valid existence and goodstanding of the Borrower and every other Person (other than the Bank) that is aparty to this agreement or any other Related Document; (ii) evidence thateach Person (other than the Bank) which is a party to this agreement or anyother Related Document has the power and authority to enter into thetransactions described therein; and (iii) evidence that the Person signingon behalf of each Person that is a party to the Related Documents (other thanthe Bank) is duly authorized to do so; and

 

**C.            Liens.** The termination, assignment or subordination, asdetermined by the Bank, of all Liens on the Collateral in favor of any securedparty (other than the Bank).

 

**3.2****                              ****Conditions Precedent to EachExtension of Credit.** Beforeany extension of credit governed by this agreement, whether by disbursement ofa loan, issuance of a letter of credit or otherwise, the following conditionsmust be satisfied:

 

**A.           ****Representations.** The representations of the Borrower and anyother parties, other than the Bank, in the Related Documents are true on and asof the date of the request for and funding of the extension of credit;

 

**B.            No Event of Default.** No default, event of default or event thatwould constitute a default or event of default but for the giving of notice,the lapse of time or both, has occurred in any provision of this agreement, theNotes or any other Related Documents and is continuing or would result from theextension of credit;

 

**C.            Additional Approvals, Opinions, andDocuments.**The Bank****has received any other approvals, opinions anddocuments as it may reasonably request; and

 

**D.            No Prohibition or****Onerous Conditions.** The making of the extension of credit is notprohibited by and does not subject the Bank, any Obligor, or any Subsidiary ofthe Borrower to any penalty or onerous condition under, any Legal Requirement.

 

**4.****                                     ****Affirmative Covenants.** The Borrower agrees to do, and cause each ofits Subsidiaries to do, each of the following:

 

**4.1****                              ****Insurance.** Maintain insurance with financially sound andreputable insurers, with such insurance and insurers to be satisfactory to theBank, covering its Property and business against those casualties andcontingencies and in the types and amounts as are in accordance with soundbusiness and industry practices, and furnish to the Bank, upon request of theBank, reports on each existing insurance policy showing such information as theBank may reasonably request.

 

**4.2****                              ****Existence.** Maintain its existence and businessoperations as presently in effect in accordance with all applicable LegalRequirements, pay its debts and obligations when due under normal terms, andpay on or before their due date, all taxes, assessments, fees and othergovernmental monetary obligations, except as they may be contested in goodfaith if they have been properly reflected on its books and, at the Bank’srequest, adequate funds or security has been pledged or reserved to insurepayment.

 

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**4.3****                              ****Financial****Records.** Maintain proper books and records of account,in accordance with GAAP,****and consistent with financialstatements previously submitted to the Bank.

 

**4.4****                              ****Inspection.** Permit the Bank, its agents and designees to;(a) inspect and photograph its Property, to examine and copy files, booksand records, and to discuss its business, operations, prospects, assets,affairs and financial condition with**the Borrower’s or its Subsidiaries’officers and accountants, at times and intervals as the Bank reasonablydetermines; (b) perform audits or other inspections of the Collateral,including the records and documents related to the Collateral; and (c) confirmwith any Person any obligations andliabilities of the Person to the Borrower or****its Subsidiaries.The Borrower will, and will cause its Subsidiaries to cooperate with anyinspection or audit. The Borrower will pay the Bank the reasonable costs andexpenses of any audit or inspection of the Collateral (including fees andexpenses charged internally by the Bank for asset reviews) promptly afterreceiving the invoice.

 

**4.5****                              ****Financial Reports.** Furnish to the Bank whatever information, statements,books and records the Bank may from timeto time reasonably request, including at a minimum:

 

**A.           **Within forty-five (45)**days aftereach monthly period, the consolidatedfinancial statements of the Borrower and its Subsidiaries prepared andpresented in accordance with GAAP, includinga balance sheet as of the end of that period, and income statement for thatperiod, and, if requested at any time by the Sank, statements of cash flow andretained earnings for that period, all certified as correct by one of its authorized agents.

 

**B.**            Withinninety (90) days after and as of the end of each of its fiscal years, theconsolidated financial statements of the Borrower and its Subsidiaries preparedand presented in accordance with GAAP, including a balance sheet and statementsof income, cash flow and retained earnings, such financial statements to beaudited by an independent certified public accountant of recognized standingsatisfactory to the Bank.

 

**C.           **Within****thirty (30) days after and as of the end of each calendar month, asummary total page of Accounts, aged from date of invoice and certified ascorrect by one of its authorized agents.

 

**D.           **Within thirty (30) days after and as of theend of each calendar month, a borrowing base certificate, in form and detailsatisfactory to the Bank, along with such supporting documentation as the Bankmay request.

 

**E.**             Viaeither the EDGAR System or its Home Page,within ninety(90) days after the filing ofits Annual Report on Form 10-K forthe fiscal year then ended with the Securities and Exchange Commission,but no event later than ninety (90) days after the end of such fiscal year, thefinancial statements for such fiscal year as contained in such Annual Report on Form 10-K and, as soon asit shall become available, the annual report to its shareholders for the fiscalyear then ended.

 

**F.            **Via either the EDGAR System or its Home Page,within forty-five (45) days after the filing of its Quarterly Report on Form l0-Qfor the fiscal quarter then ended with the Securities and Exchange Commission,but no event later than forty-five (45) days after the end of such fiscalquarter, copies of the financial statements for such fiscal quarter ascontained in such Quarterly Report on Form l0-Q, and, as soon as it shallbecome available, a quarterly report to its shareholders for the fiscal quarterthen ended.

 

**G.**            Viaeither the EDGAR System or its Home Page, promptly after the same becomepublicly available, copies of all periodic and other reports, proxy statementsand other materials filed by it withthe Securities and Exchange Commission or any governmental authority succeedingto any or all of the functions of said Commission.

 

Iffor any reason either the EDGAR System or its Home Page is not availableto it as is required for making available the financial statements or reportsreferred to above, it shall then furnish a copy of such financial statements orreports to the Bank.

 

Forthe purposes of this section, **“EDGAR****System”** means the Electronic Data Gathering Analysis andRetrieval System owned and operated by the United States Securities andExchange Commission or any replacement system, and **“Home Page”** means its corporate home page on the World Wide Web accessiblethrough the Internet via the universal resource locator (URL) identified as “                                              “or such other universal resource locator that it shall designate in writingto the Bank as its corporate home page on the World Wide Web.

 

**4.6****                              ****Notices of Claims,Litigation, Defaults, etc.** Promptly inform the Bank in writing of: (1) all existing and allthreatened litigation, claims,investigations, administrative proceedings and similar actions orchanges in Legal Requirements affecting it which could materially affect itsbusiness, assets, affairs, prospects or financial condition;

 

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(2) the occurrence of any event which gives riseto the Bank’s option to terminate the Credit Facilities; (3) theinstitution of steps by it to withdraw from, or the institution of any steps toterminate, any employee benefit plan as to which it may have liability; (4) anyreportable event or any prohibited transaction in connection with any employeebenefit plan; (5) any additions to or changes in the locations of itsbusinesses; and (6) any alleged breach by the Bank of any provision ofthis agreement or of any other Related Document.

 

**4.7****                              ****Other Agreements.** Comply with all terms and conditions of all otheragreements, whether now or hereafter existing, between it and any other Person.

 

**4.8****                              ****Title to Assets and Property.** Maintain good and marketable title to all ofits Properties, and defend them against all claims and demands of all Personsat any time claiming any interest in them,

 

**4.9****                              ****Additional Assurances.** Promptly make, execute and deliver any and allagreements, documents, instruments and other records that the Bank may requestto evidence any of the Credit Facilities, cure any defect in the execution anddelivery of any of the Related Documents, perfect any Lien, comply with anyLegal Requirement applicable to the Bank or the Credit Facilities or describemore fully particular aspects of the agreements set forth or intended to be setforth in any of the Related Documents.

 

**4.10****                       ****Employee Benefit Plans.** Maintain each employee benefit plan as towhich it may have any liability, in compliance with all Legal Requirements.

 

**4.11****                       ****Banking Relationship.** Establish and maintain its primary bankingdepository and disbursement relationship with the Bank.

 

**4.12****                       ****Additional Documentation.** Borrower shall promptly execute and deliver,and cause Supreme Industries, Inc. and its subsidiaries to promptlyexecute and deliver such guarantys, security agreements and other loandocuments as the Bank may reasonably from time to time request.

 

**5.*****                                     *****Negative Covenants.**

 

**5.1**                               Unless otherwise noted, the financialrequirements set forth in this section will be computed in accordance with GAAPapplied on a basis consistent with financial statements previously submitted bythe Borrower to the Bank.

 

**5.2**                               Without the written consent of the Bank, theBorrower will not and no Subsidiary of the Borrower will:

 

**A.            Distributions.** Redeem, retire, purchase or otherwise acquire, directly or indirectly,any of its Equity Interests, return any contribution to an Equity Owner or,other than stock dividends and dividends paid to the Borrower, declare or payany Distributions; provided, however, that if there is no existing defaultunder this agreement or any other Related Document and to do so will not causea default under any of such agreements the Borrower may pay Distributions toits Equity Owners sufficient in amount to pay their income tax obligationsattributable to the Borrower’s taxable income if the Borrower is a sub Scorporation, limited liability company or partnership.

 

**B.            Sale of Equity Interests.** Issue, sell or otherwise dispose of itsEquity Interests.

 

**C.            Debt.** Incur, contract for, assume, or permit to remain outstanding,indebtedness for borrowed money, installment obligations, or obligations undercapital leases or operating leases, other than (1) unsecured trade debtincurred in the ordinary course of business, (2) indebtedness owing to theBank, (3) indebtedness reflected in its latest financial statementfurnished to the Bank prior to execution of this agreement and that is not tobe paid with proceeds of borrowings under the Credit Facilities, (4) indebtednessoutstanding as of the date hereof that has been disclosed to the Bank in writingand that is not to be paid with proceeds of borrowings under the CreditFacilities, and (5) indebtednessowed from time to time by any Subsidiary of the Borrower.

 

**D.            Guaranties.** Guarantee or otherwise become or remain secondarily liable on the undertakingof another, except for endorsement of drafts for deposit and collection in theordinary course of business.

 

**E.             Liens.** Create or permit to exist any Lien on any of its Property except:existing Liens known to and approved by the Bank; Liens to the Bank; Liensincurred in the ordinary course of business securing current non-delinquentliabilities for taxes, worker’s compensation, unemployment insurance, socialsecurity and pension liabilities, and liens securing indebtedness incurred by Section 5.2C (5) above.

 

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**F.             Use of Proceeds.** Use, or permit any proceeds of the CreditFacilities to be used, directly or indirectly, for the purpose of “purchasingor carrying any margin stock” within the meaning of Federal Reserve BoardRegulation U. At the Bank’s request, it Will furnish a completed FederalReserve Board Form U-I.

 

**G.            Continuity of Operations.**(1) Engage in any business activitiessubstantially different from those in which it is presently engaged; (2) ceaseoperations, liquidate, merge, transfer, acquire or consolidate with any otherPerson, change its name, dissolve, or sell any assets out of the ordinarycourse of business; or (3) enter into any arrangement with any Personproviding for the leasing by it of Property which has been sold or transferredby it to such Person.

 

**H.            Limitation on Negative Pledge Clauses.** Enter into any agreement with any Personother than the Rank which prohibits or limits its ability to create or permitto exist any Lien on any of its Property, whether now owned or hereafteracquired.

 

**I.             ****Conflicting Agreements.** Enter into any agreement containing anyprovision which would be violated or breached by the performance of itsobligations under this agreement or any of the other Related Documents.

 

**J.             Transfer of Ownership.** Permit any pledge of any Equity Interest init or any sale or other transfer of any Equity Interest in it.

 

**K.            Limitation on Loans, Advances to and Investments inOthers and Receivables from Others.** Purchase, hold or acquire any Equity Interest or evidence ofindebtedness of, make or permit to exist any loans or advances to, permit toexist any receivable from, or make or permit to exist any investment or acquireany interest whatsoever in, any Person, except: (1) extensions of tradecredit to customers in the ordinary course of business on ordinary terms; (2) PermittedInvestments; and (3) loans, advances, investments and receivables existingas of the date of this agreement that have been disclosed to and approved bythe Bank in writing and that are not to be paid with proceeds of borrowingsunder the Credit Facilities.

 

**L.            Organizational Documents.** Alter, amend or modify any of itsOrganizational Documents.

 

**M.           Tangible Net Worth.** Permit at any time, its Tangible Net Worth tobe less than $68,000,000.00.

 

**N.            Capital Expenditures.** Acquire, whether by purchase or capitallease, fixed assets, if the aggregate purchase price of such assets to theBorrower, and all Subsidiaries if any, shall exceed $2,000,000.00 in theaggregate in any one fiscal year.

 

**O.            Adjusted****EBITDA.**Permit its netincome plus interest expense, plus depreciation expense, plus amortizationexpense, plus income tax expense, plus non-cash non-recurring expense, minusnon-cash non-recurring income, and minus extraordinary gains, collectively, “AdjustedEBITDA”, all computed for the Test Period, to be less than eighty-five percent(85%) of Borrower’s projected Adjusted EBITDA, based on Borrower’s projectionsdelivered to the Bank in which are summarized on Schedule One. As used in thissubsection, the term **“Test Period”**means each period of twoconsecutive months.

 

**P.            Government****Regulation.** (1) Be or become subject at any time toany Legal Requirement or list of any government agency (including, withoutlimitation, the U.S. Office of Foreign Asset Control list) that prohibits orlimits the Bank from making any advance or extension of credit to it or fromotherwise conducting business with it,**or (2) fail to providedocumentary and other evidence of its identity as may be requested by the Bankat any time to enable the Bank to verify its identity or to comply with anyapplicable Legal Requirement, including, without limitation, Section 326of the USA Patriot Act of 2001,31 U.S.C. Section 5318.

 

**Q.           ****Subsidiaries.** Form, create or acquire any Subsidiary.

 

**5.3****                              ****FinancialStatement Calculations.****The financial covenant(s) set forth inthe Section entitled “Negative Covenants” or in any subsection thereofshall, except as may be otherwise expressly provided with respect to anyparticular financial covenant, be calculated on the basis of the Borrower’sfinancial statements prepared on a consolidated basis with its Subsidiaries inaccordance with GAAP. Except as may be otherwise expressly provided withrespect to any particular financial covenant, if any financial covenant statesthat it is to be tested with respect to any particular period of time (whichmay be referred to therein as a “Test Period”) ending on any test date (e.g., afiscal month end, fiscal quarter end, or fiscal year end), then compliance withthat covenant shall be required commencing with the

 

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period of time ending on the first test date thatoccurs after the date of this agreement (or,if applicable, of the amendment to this agreement which added or amendedsuch financial covenant).

 

**6.****                                     ****Representations.**

 

**6.1****                              ****Representations and Warranties bythe Borrower.** To induce theBank to enter into this agreement and to extend credit or other financial accommodationsunder the Credit Facilities, the Borrower represents and warrants as of thedate of this agreement and as of the date of each request for credit under theCredit Facilities that each of the following statements is and shall remaintrue and correct throughout the term of this agreement and until all CreditFacilities and all Liabilities under the Notes and other Related Documents arepaid in full: (a) the execution and delivery of this agreement and theother Related Documents to which it is a party, and the performance of theobligations they impose, do not violate any Legal Requirement, conflict withany agreement by which it is bound, or require the consent or approval of anyother Person, (b) this agreement and the other Related Documents have beenduly authorized, executed and delivered by all parties thereto (other than theBank) and are valid and binding agreements of those Persons, enforceableaccording to their terms, except as may be limited by bankruptcy, insolvency orother laws affecting the enforcement of creditors’ rights generally and bygeneral principles of equity, (c) all balance sheets, profit and lossstatements, and other financial statements and other information furnished tothe Bank in connection with the Liabilities are accurate and fairly reflect thefinancial condition of the Persons to which they apply on their effectivedates, including contingent liabilities of every type, which financialcondition has not changed materially and adversely since those dates, (d) nolitigation, claim, investigation, administrative proceeding or similar action(including those for unpaid taxes) is pending or threatened against it, and noother event has occurred which may in any one case or in the aggregatematerially adversely affect it or any of its Subsidiaries’ financial condition,properties, business, affairs, or operations other than litigation, claims, orother events, if any, that have been disclosed to and acknowledged by the Bankin writing, (e) all of its tax returns and reports that are or wererequired to be filed, have been filed, and all taxes, assessments and othergovernmental charges have been paid in full, except those presently beingcontested by it in good faith and for which adequate reserves have beenprovided, (f) it is not an “investment company” or a company “controlled”by an “investment company”, within the meaning of the investment Company Act of1940, as amended, (g) it is not a “holding company”, or a “subsidiarycompany” of a “holding company” or an “affiliate” of a “holding company” or ofa “subsidiary company” of a “holding company” within the meaning of the PublicUtility Holding Company Act of 1935, as amended, (h) there are no defensesor counterclaims, offsets or adverse claims, demands or actions of any kind,personal or otherwise, that it could assert with respect to this agreement orthe Credit Facilities, (i) it owns, or is licensed to use, all trademarks,trade names, copyrights, technology, know-how and processes necessary for theconduct of its business as currently conducted, and (j) no part of theproceeds of the Credit Facilities will be used for “purchasing” or “carrying”any “margin stock” within the respective meanings of each of the quoted termsunder Regulation U of the Board of Governors of the Federal Reserve System ofthe United States (the **“Board”**) as now and from time to time hereafter in effect orfor any purpose which violates the provisions of any regulations of the Boardor any other Legal Requirement. The Borrower, other than a natural Person,further represents that: (a) it is duly organized and validly existingunder the laws of the state where it is organized and is in good standing inits state of organization and each state where it is doing business, and (b) theexecution and delivery of this agreement and the other Related Documents towhich it is a party and the performance of the obligations they impose (i) arewithin its powers, (ii) have been duly authorized by all necessary actionof its governing body, and (iii) do not contravene the terms of itsOrganizational Documents or other agreement or document governing its affairs.

 

**6.2****                              ****Representations and WarrantiesRegarding Assets.** To induce the Bank to enter into thisagreement and to extend credit or other financial accommodations under theCredit Facilities, the Borrower represents and warrants as of the date of thisagreement and as of the date of each request for credit under the CreditFacilities that each of the following statements is and shall remain true and correctthroughout the term of this agreement and until all Credit Facilities and allLiabilities owing under the Notes and other Related Documents are paid in full.With respect to any asset utilized in the calculation of’ the Borrowing Basethe Borrower represents and warrants to the Bank that: (1) each assetrepresented by the Borrower to be eligible for Borrowing Base purposes conformsto the eligibility requirements set forth in this agreement; (2) all assetvalues delivered to the Bank will be true and correct, subject to immaterial variance, andbe determined on a consistent accounting basis; (3) except as agreed to thecontrary by the Bank in writing, each asset is now and at all times hereafterwill be in the Borrower’s physical possession and shall not be held by otherson consignment, sale or approval, or sale or return; (4) except asreflected in schedules delivered to theBank, each asset is now and at all times hereafter will be of good and merchantable quality, free from defects; (5) eachasset is not now and will not at any time hereafter be stored with a bailee,warehouseman, or similar Person without the Rank’s prior written consent, andin such event, the Borrower will concurrently at the time of bailment cause anysuch bailee, warehouseman, or similar Person to issue and deliverto the Bank, warehouseman receipts in the Bank’s name evidencing the storage ofthe assets; and (6) the Bank, its assigns, or agents shall have the rightat any time and at the Borrower’s expense to inspect, examine and audit theBorrower’s

 

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records, and if Accounts areincluded in the calculation of Borrowing Base, confirm with Account Debtors theaccuracy of such Accounts, and inspect and examine the assets and to check andtest the same as to quality, quantity, value, and condition.

 

**7.****                                     ****Default/Remedies.** If any of the Credit Facilities is not paidat maturity, whether by acceleration or otherwise, or if a default by anyoneoccurs under the terms of this agreement, the Notes or any other RelatedDocuments, then the Bank shall have all of the rights and remedies provided byany law, equity or agreement.

 

**8.****                                     ****Miscellaneous.**

 

**8.1****                              ****Notice.** Any notices and demands under or related tothis agreement shall be in writing and delivered to the intended party at itsaddress stated in this agreement, and if to the Bank, at its main office if noother address of the Bank is specified in this agreement, by one of thefollowing means: (a) by hand; (b) by a nationally recognizedovernight courier service; or (c) by certified mail, postage prepaid, withreturn receipt requested. Notice shall be deemed given: (a) upon receiptif delivered by hand (b) on the Delivery Day after the day of deposit witha nationally recognized courier service; or (c) on the third Delivery Dayafter the notice is deposited in the mail. **“Delivery Day”**means a day other than a Saturday, a Sunday or any other day on which nationalbanking associations are authorized to be closed. Any party may change itsaddress for purposes of the receipt of notices and demands by giving notice ofthe change in the manner provided in this provision.

 

**8.2****                              ****No Waiver.** No delay on the part of the Bank in theexercise of any right or remedy waives that right or remedy. No single orpartial exercise by the Bank of any right or remedy precludes any other futureexercise of it or the exercise of any other right or remedy. The making of anadvance during the existence of any default or subsequent to the occurrence ofa default or when all conditions precedent have not been met shall notconstitute a waiver of the default or condition precedent. No waiver orindulgence by the Bank of any default is effective unless it is in writing andsigned by the Bank, nor shall a waiver on one occasion bar or waive that righton any future occasion.

 

**8.3****                              ****Integration.** This agreement, the Notes, and the otherRelated Documents embody the entire agreement and understanding between theBorrower and the Bank and supersede all prior agreements and understandingsrelating to their subject matter. If any one or more of the obligations of theBorrower under this agreement or the Notes is invalid, illegal or unenforceablein any jurisdiction, the validity, legality and enforceability of the remainingobligations of the Borrower shall not in any way be affected or impaired, andthe invalidity, illegality or unenforceability in one jurisdiction shall notaffect the validity, legality or enforceability of the obligations of theBorrower under this agreement, the Notes and the other Related Documents in anyother jurisdiction.

 

**8.4****                              ****Joint and Several Liability.** Each party executing this agreement as theBorrower is individually, jointly and severally liable under this agreement.

 

**8.5****                              ****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, action or proceeding.

 

**8.6****                              ****Survival****ofRepresentations and****Warranties.** The Borrower understands and agrees that inextending the Credit Facilities, the Bank is relying on all representations,warranties, and covenants made by the Borrower in this agreement or in anycertificate or other instrument delivered by the Borrower to the Bank underthis agreement or in any of the other Related Documents. The Borrower furtheragrees that regardless of any investigation made by the Bank, all suchrepresentations, warranties and covenants will survive the making of theCredit Facilities and delivery to the Bank of this agreement, shall be continuingin nature, and shall remain in full force and effect until such time as theLiabilities shall be paid in full.

 

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**8.7****                              ****Non-Liability of the Bank.** The relationship between the Borrower and theBank created by this agreement is strictly a debtor and creditor relationshipand not fiduciary in nature, nor is the relationship to be construed ascreating any partnership or joint venture between the Bank and the Borrower.The Borrower is exercising its own judgment with respect to its business. All information supplied to the Bankis for the Bank’s protection only andno other party is entitled to rely on such information. There is no duty for Bank to review, inspect,supervise or inform the Borrower of anymatter with respect to theBorrower’s business. The Bank and the Borrower intend that the Bank may reasonably rely on allinformation supplied by the Borrower to the Bank, together with all representationsand warranties given by the Borrower tothe Bank, without investigation or confirmation by the Bank and that any investigationor failure to investigate will not diminish the Bank’s right to so rely.

 

**8.8****                              ****Indemnification****of the Bank.** The Borrower agrees to indemnify, defend andhold the Bank, its parent companies, Subsidiaries, Affiliates, their respectivesuccessors and assigns and each of their respective shareholders, directors.officers, employees and agents(collectively, the **“Indemnified****Persons”**) harmless from any andagainst any and all loss,liability, obligation, damage, penalty, judgment, claim, deficiency, expense,interest, penalties, attorneys’ fees (including the fees and expenses of anyattorneys engaged by the Indemnified Person) and amounts paid in settlement (**“Claims”**)to which any Indemnified Person may become subject arising out of orrelating to the Credit Facilities, the Liabilities under this agreement or any other Related Documents or theCollateral, except to the limitedextent that the Claims are proximately caused by the Indemnified Person’s grossnegligence or willful misconduct. The indemnification provided for in thisparagraph shall survive the termination of this agreement and shall not beaffected by the presence, absence or amount of or the payment or nonpayment ofany claim under, any insurance.

 

**8.9****                              ****Counterparts.** This agreement may be executed in multiplecounterparts, each of which, when so executed, shall be deemed an original, butall such counterparts, taken together, shall constitute one and the sameagreement.

 

**8.10****                       ****Advice of Counsel.** The Borrower acknowledges that it has beenadvised by counsel, or had the opportunity to be advised by counsel, in thenegotiation, execution and delivery of this agreement and any other RelatedDocuments.

 

**8.11****                       ****Recovery of Additional Costs.** If the imposition of or any change in anyLegal Requirement, or the interpretation or application of any thereof by anycourt or administrative or governmental authority (including any request orpolicy not having the force of law) shall impose, modify, or make applicableany taxes (except federal, state, or local income or franchise taxes imposed onthe Bank), reserve requirements, capital adequacy requirements, Federal DepositInsurance Corporation (FDIC) deposit insurance premiums or assessments, orother obligations which would (A) increase the cost to the Bank forextending, maintaining or funding the Credit Facilities, (B) reduce theamounts payable to the Bank under the Credit Facilities, or (C) reduce therate of return on the Bank’s capital as a consequence of the Bank’s obligationswith respect to the Credit Facilities, then the Borrower agrees to pay the Bank such additional amountsas will compensate the Bank herefore, within five (5) days after the Bank’swritten demand for such payment.The Bank’s demand shall be accompanied by an explanation of such imposition orcharge and a calculation in reasonable detail of the additional amounts payable by the Borrower, which explanation andcalculations shall be conclusive in the absence of manifest error.

 

**8.12****                       ****Expenses.** The Borrower agrees to pay or reimburse theBank for all its out-of-pocket costs and expenses and reasonable attorneys’fees (including the fees of in-house counsel) incurred in connection with thedevelopment, preparation and execution of, and in connection with theenforcement or preservation of any rights under, this agreement, any amendment,supplement, or modification thereto, and any other Related Documents. These costsand expenses include withoutlimitation any costs or expensesincurred by the Bank in any bankruptcy,reorganization, insolvency or other similar proceeding.

 

**9.****                                     ****USA PATRIOT ACT NOTIFICATION.** The followingnotification is provided to the Borrower pursuant to Section 326 of theUSA Patriot Act of 2001, 31 U.S.C. Section 5318:

 

IMPORTANTINFORMATION ABOUT PROCEDURES FOR OPENENG A NEW ACCOUNT. To help the government fight thefunding of terrorism and moneylaundering activities, Federal law requires all financial institutions toobtain, verify, and record information that identifies each Person that opensan account, including any depositaccount, treasury managementaccount, loan, other extension of credit, or other financial services product. What this means for the Borrower:

 

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Whenthe Borrower opens an account, if it is an individual the Bank will askfor its name, taxpayer identificationnumber, residential address, date of birth, and other information thatwill allow the Bank to identify it,and, if it is not an individualthe Bank will ask for its name,taxpayer identification number, business address, and other information thatwill allow the Bank to identify it. The Bank may also ask, if theBorrower is an individual, to seeits driver’s license or other identifyingdocuments, and if it is not an individual, to see its Organizational Documents or other identifying documents.

 

**10.****                              ****WAIVER OF SPECIAL DAMAGES.** THE BORROWERWAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THE UNDERSIGNED MAY HAVETO CLAIM OR RECOVER FROM THE BANK IN ANY LEGAL ACTION OR PROCEEDING ANYSPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

 

**11.****                              ****JURY WAIVER.** THE BORROWER AND THE BANK HEREBY VOLUNTARILY,KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURYPARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OROTHERWISE) BETWEEN THE BORROWER AND THE BANK ARISING OUT OF OR IN ANY WAYRELATED TO THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO PROVIDE THE FINANCING DESCRIBED HEREIN.

 

 
| **Address(es)****for  Notices:** | **Borrower:**             |
|----------------------------------|---------------------------|
|                             |                      |
| 2581  Kercher Road               | Supreme  Corporation      |
| Goshen, IN 46528                 |                      |
| Attn:                            |                      |   | By: |   |
|                             |                      | Robert  W. Wilson | President   |
|                             |                      | Printed  Name | Title |
|                             |                      |
|                             | Date  Signed:             |  12-23-2008 |
|                             |                      |
|                             |                      |
| **Address  for****Notices:**     | **Bank:**                 |
|                             |                      |
| 121  W. FranklinSt.              | JPMorgan Chase Bank, N.A. |
| Elkhart, IN 46516                |                      |
| Attn:                            |                      |   | By: |   |
|                             |                      |   |
|                             |                      | Printed  Name | Title |
|                             |                      |
|                             | Date  Signed:             |  12-23-2008 |
|                                  |                           |  |  |  |  |  |  |

 

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