Exhibit 10.2

 

AMENDMENT NO. 1 
 TO CREDIT AGREEMENT

 

This Amendment No. 1 to Credit Agreement (this “Amendment”) is executed as of April 17, 2014 among the Lenders party hereto (which Lenders constitute all of the Lenders as of the date of this Amendment), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in that capacity, “Administrative Agent”), and SUPREME INDUSTRIES, INC., a Delaware corporation (“Borrower”); and is acknowledged by the Subsidiary Guarantors.

 

The Lenders, Administrative Agent, and Borrower entered into an Amended and Restated Credit Agreement dated as of April 29, 2013 (as amended, restated, supplemented, or otherwise modified before the date of this Amendment, the “Credit Agreement”).  The Lenders, Administrative Agent, and Borrower now desire to amend certain terms and provisions of the Credit Agreement as set forth in this Amendment.

 

Accordingly, the parties agree as follows:

 

1.             Definitions. Defined terms used but not defined in this Amendment are as defined in the Credit Agreement.

 

2.             Amendments.

 

(a)           Effective as of April 29, 2013 (that effective date, the “CTI Amendment Effective Date”) but subject to subject to satisfaction of the conditions precedent in Section 4 hereof, the definition of Consolidated Total Indebtedness in Section 1.1 of the Credit Agreement is hereby amended to read in its entirety as follows:

 

““Consolidated Total Indebtedness” means, as of any date of determination with respect to the Borrower and its Subsidiaries (other than Supreme Insurance) on a Consolidated basis without duplication, the sum of all Indebtedness of the Borrower and its Subsidiaries (other than any Indebtedness arising in connection with any of the ALLY Loan Agreements (including all ALLY Advances) or in connection with any similar arrangement or transaction between or among any Borrower and/or its Subsidiaries and ALLY, whether such arrangement is a loan, financing, bailment, consignment or other title retention arrangement for financing and/or facilitating the sourcing of motor vehicle chassis by Borrower and its Subsidiaries).”

 

(b)           Effective as of the date of this Amendment but subject to satisfaction of the conditions precedent in Section 4 hereof, Section 9.1(m) of the Credit Agreement is hereby amended to read in its entirety as follows:

 

“(m) outstanding unpaid loans or advances made by ALLY to or for the account of Supreme Indiana under an ALLY Loan Agreement (“ALLY Advances”) to pay for the restricted purchase of Pool Units, but only so long as (i) such ALLY Advances are used solely to pay 100% (and not any lesser portion) of the purchase price of Pool Units and (ii) the aggregate unpaid amount of such Ally Advances does not exceed (a) $75,000,000 

 

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at any time prior to September 30, 2014 and (b) $45,000,000 at any time from and after September 30, 2014;”

 

3.             Representations. To induce Administrative Agent and the Lenders to enter into this Amendment, Borrower hereby represents to Administrative Agent and the Lenders as follows:

 

(1)                                 that Borrower is duly authorized to execute and deliver this Amendment, that Borrower is duly authorized to borrow monies under the Credit Agreement, and that each Credit Party is duly authorized to perform its obligations under the Loan Documents;

 

(2)                                 that the execution and delivery of this Amendment by Borrower and the performance by each Credit Party of its obligations under the Loan Documents do not and will not violate any material provision of law or of their respective articles of incorporation or bylaws, limited partnership agreement, or certificate of formation or operating agreement, as applicable, or of any order, judgment, or decree of any court or other Governmental Authority binding on them;

 

(3)                                 that the Loan Documents (including this Amendment) are a legal, valid, and binding obligation of each Credit Party party thereto, enforceable against such Credit Party in accordance with its terms, except as enforcement is limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally;

 

(4)                                 that, after giving effect to this Amendment, the representation and warranties set forth in Section 7 of the Credit Agreement are true and correct in all material respects (but if any representation or warranty is by its terms qualified by concepts of materiality, that representation or warranty is true and correct in all respects), in each case with the same effect as if such representations and warranties had been made on the Amendment Effective Date, except to the extent that any such representation or warranty expressly relates to an earlier date;

 

(5)                                 that, after giving effect to this Amendment, Borrower has complied with and is in compliance with all of the covenants set forth in the Credit Agreement, including those set forth in Section 8 and Section 9 of the Credit Agreement; and

 

(6)                                 that, as of date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

 

4.             Conditions. This Amendment will become effective, in the case of Section 2(a) hereof as of the Amendment Effective Date and in the case of Section 2(b) hereof as of the date of this Amendment, when Administrative Agent, the Lenders, Borrower and the Subsidiary Guarantors have delivered a fully executed copy of this Amendment to the Administrative Agent.  Administrative Agent’s delivery to Borrower of a copy of this Amendment executed by all necessary parties described in this Section 4 will be deemed evidence that the conditions to the effectiveness of this Amendment have been met.  The Lenders hereby authorize and direct Administrative Agent to execute this Amendment.

 

5.             Miscellaneous. (a) This Amendment is governed by, and is to be construed in accordance with, the laws of the State of New York.  Each provision of this Amendment is severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any specific provision.

 

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(b)           This Amendment binds Administrative Agent, the Lenders, and Borrower and their respective successors and assigns, and will inure to the benefit of Administrative Agent, the Lenders, Borrower and the successors and assigns of Administrative Agent and each Lender.

 

(c)           Except as specifically modified by the terms of this Amendment, all other terms and provisions of the Credit Agreement and the other Loan Documents are incorporated by reference in this Amendment and in all respects continue in full force and effect.  Borrower, by execution of this Amendment, and each Subsidiary Guarantor, by acknowledgement of this Amendment, hereby reaffirm, assume, and bind themselves to all of the obligations, duties, rights, covenants, terms, and conditions that are contained in the Credit Agreement and the other Loan Documents, as applicable.

 

(d)           This Amendment is a Loan Document. Borrower acknowledges that Administrative Agent’s reasonable costs and expenses (including reasonable attorneys’ fees) incurred in drafting this Amendment shall be paid by Borrower and the other Credit Parties in accordance with Section 12.3(a) of the Credit Agreement.

 

(e)           The parties may sign this Amendment in several counterparts, each of which will be deemed to be an original but all of which together will constitute one instrument.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.

 

[Signature pages and acknowledgment to follow]

 

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The parties are signing this Amendment No. 1 to Credit Agreement as of the date stated in the introductory clause.

 

	
 
    	
SUPREME   INDUSTRIES, INC.,
    
	
 
    	
as   Borrower
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Matthew W. Long
    
	
 
    	
Name:
    	
Matthew   W. Long
    
	
 
    	
Title:
    	
Chief   Financial Officer
    


 

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


 

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BMO HARRIS   BANK N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Scott Dvornik
    
	
 
    	
Name:
    	
Scott   Dvornik
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

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Acknowledged as of April 17, 2014, by the undersigned,
 each of which is a Subsidiary Guarantor:

 

	
SUPREME   CORPORATION,
    	
 
    	
SUPREME   INDIANA OPERATIONS, INC.,
    
	
a   Texas corporation
    	
 
    	
a   Delaware corporation
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Matthew W. Long
    	
 
    	
By:   
    	
/s/   Matthew W. Long
    
	
Name:
    	
Matthew   W. Long
    	
 
    	
Name:   
    	
Matthew   W. Long
    
	
Title:   
    	
Chief   Financial Officer
    	
 
    	
Title:
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SUPREME CORPORATION OF GEORGIA,
    	
 
    	
SUPREME   CORPORATION OF TEXAS,
    
	
a Texas corporation
    	
 
    	
a   Texas corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Matthew W. Long
    	
 
    	
By:   
    	
/s/   Matthew W. Long
    
	
Name:   
    	
Matthew   W. Long
    	
 
    	
Name:   
    	
Matthew   W. Long
    
	
Title:   
    	
Chief   Financial Officer
    	
 
    	
Title:   
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SUPREME TRUCK BODIES OF CALIFORNIA,
    	
 
    	
SUPREME   MID-ATLANTIC CORPORATION,
    
	
a California corporation
    	
 
    	
a   Texas corporation
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Matthew W. Long
    	
 
    	
By:   
    	
/s/   Matthew W. Long
    
	
Name:   
    	
Matthew   W. Long
    	
 
    	
Name:
    	
Matthew   W. Long
    
	
Title:   
    	
Chief   Financial Officer
    	
 
    	
Title:
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SC TOWER   STRUCTURAL LAMINATING, INC., a Texas corporation
    	
 
    	
SUPREME\MURPHY   TRUCK BODIES, INC., 

a   North Carolina corporation
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Matthew W. Long
    	
 
    	
By:   
    	
/s/   Matthew W. Long
    
	
Name:   
    	
Matthew   W. Long
    	
 
    	
Name:   
    	
Matthew   W. Long
    
	
Title:   
    	
Chief   Financial Officer
    	
 
    	
Title:   
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SUPREME NORTHWEST, L.L.C.,
    	
 
    	
 
    
	
a Texas limited liability company
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Matthew W. Long
    	
 
    	
 
    	
 
    
	
Name:   
    	
Matthew   W. Long
    	
 
    	
 
    	
 
    
	
Title:   
    	
Chief   Financial Officer
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SUPREME   MIDWEST PROPERTIES, INC.,
    	
 
    	
SUPREME SOUTHEAST PROPERTIES, INC.,
    
	
a   Texas corporation
    	
 
    	
a Texas corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Matthew W. Long
    	
 
    	
By:   
    	
/s/   Matthew W. Long
    
	
Name:   
    	
Matthew   W. Long
    	
 
    	
Name:   
    	
Matthew   W. Long
    
	
Title:   
    	
Chief   Financial Officer
    	
 
    	
Title:   
    	
Chief   Financial Officer
    


 

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SUPREME SOUTHWEST PROPERTIES, INC.,
    	
 
    	
SUPREME   ARMORED, INC.,
    
	
a Texas corporation
    	
 
    	
a   Texas corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Matthew W. Long
    	
 
    	
By:   
    	
/s/   Matthew W. Long
    
	
Name:   
    	
Matthew   W. Long
    	
 
    	
Name:   
    	
Matthew   W. Long
    
	
Title:   
    	
Chief   Financial Officer
    	
 
    	
Title:   
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
SUPREME WEST PROPERTIES, INC.,
    	
 
    	
SUPREME   STB, LLC,
    
	
a Texas corporation
    	
 
    	
a   California limited liability company
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Matthew W. Long
    	
 
    	
By:   
    	
/s/   Herbert M. Gardner
    
	
Name:   
    	
Matthew   W. Long
    	
 
    	
Name:   
    	
Herbert   M. Gardner
    
	
Title:   
    	
Chief   Financial Officer
    	
 
    	
Title:   
    	
Chairman   of the Board
    


 

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