Exhibit 10.1


 


	
  

  	
  Amendment to
  Credit Agreement

  



 


This agreement is dated as of March 11, 2009, by and
between Supreme Corporation (the “Borrower”) and JPMorgan Chase Bank, N.A.
(together with its successors and assigns the “Bank”). The provisions of this agreement are effective on the
date that this agreement has been executed by all of the signers and delivered
to the Bank (the “Effective Date”).


 


WHEREAS, the Borrower and the
Bank entered into a credit agreement dated December 23, 2008, as amended
(if applicable) (the “Credit Agreement”);
and


 


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


 


NOW, THEREFORE, in mutual consideration
of the agreements contained herein and for other good and valuable
consideration, the parties agree as follows:


 


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


 


2.                                      WAIVER. The Bank hereby waives
the violation of Section 5.2 of the Credit Agreement, entitled “O.
Adjusted EBITDA”, through February 28, 2009, which violations occurred
prior to the date of this agreement, but strict compliance with each of these
covenants shall be required commencing on April 1, 2009. Nothing in this
paragraph shall be construed as a waiver of any other term or condition of the
Credit Agreement nor shall be construed as a commitment on the part of the Bank
to waive any subsequent violation of the same or any other term or condition
set forth in the Credit Agreement, as amended by this agreement.


 


3.                                      MODIFICATION
OF CREDIT AGREEMENT. The Credit Agreement is hereby amended as follows:


 


3.1                               From and after the
Effective Date, Section 5.2 of the Credit Agreement captioned “O. Adjusted EBITDA” is


hereby amended and restated to read as follows:


 


Adjusted EBITDA. Permit its net income
plus interest expense, plus depreciation expense, plus amortization expense,
plus income tax expense, plus non-cash non-recurring expense, minus non-cash
non-recurring income, and minus extraordinary gains, collectively, “Adjusted
EBITDA”, all computed for the Test Period, to be less than eighty-five percent
(85%) of Borrower’s projected Adjusted EBITDA, based on Borrower’s projections
delivered to the Bank in which are summarized on Schedule One. As used in this
subsection, the term “Test Period”
means commencing May 31, 2009, each period of two consecutive months.


 


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


 


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


 


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


 


7.                                      EXECUTION
AND DELIVERY. This agreement shall become effective only after it is fully executed
by the Borrower and the Bank.


 


8.                                      ACKNOWLEDGEMENTS
OF BORROWER / RELEASE. The Borrower acknowledges that as of the date of this
agreement it has no offsets with respect to all amounts owed by the Borrower to
the Bank arising under or related to the Credit Agreement, as modified by this
agreement, or any other Related Document on or prior to the date of this
agreement. The Borrower fully, finally and forever releases and discharges the
Bank, its successors and assigns and their respective directors, officers,
employees, agents and representatives (each a “Bank Party”) from any and all claims, causes of action,


 

















 


debts, demands and liabilities, of whatever kind or
nature, in law or in equity, of the Borrower, whether now known or unknown to
the Borrower, which may have arisen in connection with the Credit Agreement or
the actions or omissions of any Bank Party related to the Credit Agreement on
or prior to the date hereof. The Borrower acknowledges and agrees that this
agreement is limited to the terms outlined above, and shall not be construed as
an agreement to change any other terms or provisions of the Credit Agreement.
This agreement shall not establish a course of dealing or be construed as
evidence of any willingness on the Bank’s part to grant other or future
agreements, should any be requested.


 


9.                                      INTEGRATION,
ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER. The Credit Agreement, as
modified by this agreement, and the other Related Documents contain the
complete understanding and agreement of the Borrower and the Bank in respect of
the Credit Facilities and supersede all prior understandings and negotiations.
No provision of the Credit Agreement, as modified by this agreement, or the
other Related Documents, may be changed, discharged, supplemented, terminated,
or waived except in a writing signed by the party against whom it is being
enforced.


 


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


 


11.                               NOT A
NOVATION.
This agreement is a modification only and not a novation. Except as expressly
modified by this agreement, the Credit Agreement, any other Related Documents,
and all the terms and conditions thereof, shall be and remain in full force and
effect with the changes herein deemed to be incorporated therein. This
agreement is to be considered attached to the Credit Agreement and made a part
thereof. This agreement shall not release or affect the liability of any
guarantor of any promissory note or credit facility executed in reference to
the Credit Agreement or release any owner of collateral granted as security for
the Credit Agreement. The validity, priority and enforceability of the Credit
Agreement shall not be impaired hereby. To the extent that any provision of
this agreement conflicts with any term or condition set forth in the Credit
Agreement, or any other Related Documents, the provisions of this agreement
shall supersede and control. The Bank expressly reserves all rights against all
parties to the Credit Agreement and the other Related Documents.


 


 


	
   

  	
  Borrower:

  
	
   

  	
   

  
	
   

  	
  Supreme Corporation 

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Date Signed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Bank:

  
	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed
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  Date Signed:

  	
   

  
					



 


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