Exhibit 10.2
OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT (this “Amendment”), dated as of April 29, 2013, by and among SUPREME INDUSTRIES, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower party hereto (such Subsidiaries, collectively, the “Guarantors” and each, a “Guarantor”; the Borrower and the Guarantors are referred to herein, collectively, as the “Credit Parties” and each, a “Credit Party”), the Lenders identified on the signature pages hereof as Lenders (which Lenders constitute the Required Lenders), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Administrative Agent”), as Administrative Agent for the Lenders.
STATEMENT OF PURPOSE
The Borrower, the Lenders, and the Administrative Agent, are parties to a Credit Agreement dated as of December 19, 2012 (that agreement, as amended, restated, supplemented, or otherwise modified before the date of this Amendment, the “Existing Credit Agreement”).
The Guarantors executed a Subsidiary Guaranty Agreement dated as of December 19, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Subsidiary Guaranty”), which was acknowledged and agreed to by the Administrative Agent, in order to guaranty the prompt payment and performance of the Secured Obligations. A copy of the Subsidiary Guaranty is attached as Exhibit A.
The Credit Parties and the Administrative Agent executed a Collateral Agreement dated as of December 19, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Collateral Agreement”), in order to secure the prompt and complete payment and performance when due of the Secured Obligations. A copy of the Collateral Agreement is attached as Exhibit B.
The Borrower agreed to and accepted a Fee Letter dated as of December 19, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Fee Letter”). A copy of the Fee Letter is attached as Exhibit C.
The Credit Parties executed (a) a Master Intercompany Demand Note dated as of December 19, 2012 (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Intercompany Note”), and (b) an Endorsement concerning the Intercompany Note (as amended, restated, supplemented, or otherwise modified from time to time, the “Endorsement”). Copies of the Intercompany Note and the Endorsement are attached as Exhibit D.
The Credit Parties executed (a) an Intercompany Subordination Agreement dated as of December 19, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Intercompany Subordination Agreement”) in order to subordinate the payment and performance of the “Junior Debt” (as defined therein) to the payment and performance of the “Senior Debt” (as defined therein), and (b) a Debtors’ Consent concerning the Intercompany Subordination Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the “Debtors’ Consent”), which was acknowledged and agreed to by the Administrative Agent. Copies of the Intercompany Subordination Agreement and the Debtor’s Consent are attached as Exhibit E.
The Credit Parties executed a Perfection Certificate dated as of December 19, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Perfection Certificate”). A copy of the Perfection Certificate is attached hereto as Exhibit F.
1
The Borrower, the Lenders, and the Administrative Agent are now entering into an Amended and Restated Credit Agreement dated as of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”).
The parties hereto wish to amend and reaffirm the Existing Ancillary Documents (as defined below) in the manner provided herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:
1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Credit Agreement. For purposes of this Amendment, the Subsidiary Guaranty, the Collateral Agreement, the Fee Letter, the Intercompany Note, the Endorsement, the Intercompany Subordination Agreement, the Debtors’ Consent, the Perfection Certificate, and all documents executed in connection with each of the foregoing (but excluding, however, the Existing Credit Agreement), are referred to as the “Existing Ancillary Documents,” and each is referred to as an “Existing Ancillary Document.” All references to the singular shall be deemed to include the plural and vice versa where the context so requires.
2. Amendments to Existing Ancillary Documents.
2.1. The parties hereto hereby acknowledge and agree that all references to the Existing Credit Agreement in the Existing Ancillary Documents are hereby deemed to be references to the Credit Agreement.
2.2. Schedules A, B, C and D to the Perfection Certificate are hereby amended and restated in their entirety to read as set forth on Exhibit G attached hereto.
2.3. Schedules 3.6, 3.10 and 3.13 to the Collateral Agreement are hereby amended and restated in their entirety to read as set forth on Exhibit H attached hereto.
3. Schedules to Perfection Certificate and Collateral Agreement. To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Secured Parties to make or to continue to make their respective Extensions of Credit to the Borrower, each Credit Party hereby represents and warrants to the Administrative Agent and each other Secured Party that the information on the schedules to the Perfection Certificate (with respect to such Schedules A, B, C and D, as amended and restated pursuant to Section 2 of this Amendment) and the schedules to the Collateral Agreement (with respect to such Schedules 3.6, 3.10 and 3.13, as amended and restated pursuant to Section 2 of this Amendment) is complete and accurate in all respects as of the date hereof.
4. Reaffirmation. Each Credit Party hereby (a) reaffirms each of the agreements and covenants in the Existing Ancillary Documents with the same force and effect as if each was separately stated herein and made as of the date hereof; (b) ratifies and reaffirms all of its payment and performance obligations and obligations to indemnify, contingent or otherwise, under the Existing Ancillary Documents and (c) confirms that the Existing Ancillary Documents are in full force and effect.
5. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
(1) that the Administrative Agent has received this Amendment executed by the Administrate Agent, the Lenders and the Credit Parties;
2
(2) that all conditions set forth in Section 6 of the Credit Agreement have been satisfied; and
(3) that all legal matters incident to the execution and delivery of this agreement are reasonably satisfactory to the Administrative Agent and its counsel.
6. Representations and Warranties. Each Credit Party represents and warrants to the Administrative Agent and the Lenders as follows:
(1) that the execution, delivery, and performance by such Credit Party of this Amendment have been duly authorized by all necessary company action required on its part, and this Amendment is a legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms except as the enforcement thereof may be subject to (A) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
(2) that each representation and warranty contained in the Existing Ancillary Documents and the other Loan Documents to which such Credit Party is a party is true and correct in all respects as of the date hereof, after giving effect to this Amendment;
(3) that neither the execution, delivery and performance of this Amendment by such Credit Party nor the consummation of the transactions contemplated hereby does or shall contravene, result in a breach of or violate (A) any provision of such Credit Party’s certificate or articles of incorporation or formation and bylaws or operating agreement, as appropriate; (B) any law or regulation, or any order or decree of any court or government instrumentality applicable to such Credit Party or (C) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Credit Party is a party or by which such Credit Party or any of its property is bound; and
(4) that no Default or Event of Default has occurred and is continuing.
7. Successors and Assigns. This Amendment shall be binding upon each of the Credit Parties and upon their respective executors, administrators, successors and assigns and shall inure to the benefit of the Administrative Agent and the Lenders and their respective successors and assigns. All references herein to a Credit Party shall be deemed to include the successors and assigns of such Credit Party. The successors and assigns of the Borrower and any of the other Credit Parties shall include, without limitation, their respective receivers, trustees and debtors-in-possession.
8. Further Assurances. Each Credit Party hereby agrees from time to time, as and when requested by the Administrative Agent or any Lender, to execute and deliver or cause to be executed and delivered all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Administrative Agent or such Lender may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment and the other Loan Documents.
9. Loan Document. This Amendment shall be deemed to be a “Loan Document” for all purposes under the Credit Agreement.
10. Governing Law. This Amendment and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment shall be governed by, and construed in accordance with, the law of the State of New York.
3
11. Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Amendment shall remain in full force and effect.
12. Entire Agreement. Time is of the essence of this Amendment. This Amendment constitutes the entire contract among the parties relating to the subject matter hereof, and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
13. Execution in Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of a signature page of this Amendment by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement.
14. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent and Lenders for all fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors for advice, assistance or other representation in connection with this Amendment.
15. Reference to and Effect Upon the Existing Ancillary Documents. Except as expressly set forth in Section 1.11(b) of the Credit Agreement, the Loan Documents, including without limitation the Existing Ancillary Documents, shall remain in full force and effect, as amended hereby, and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under any of the Loan Documents, including without limitation the Existing Ancillary Documents, nor constitute a waiver or amendment of any provision of any of the Loan Documents, including without limitation the Existing Ancillary Documents. Upon the effectiveness of this Amendment, each reference in the Existing Ancillary Documents to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to such Existing Ancillary Document as amended hereby.
16. Section Headings. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof.
[Signature pages to follow]
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IN WITNESS WHEREOF, the parties have executed this Omnibus Amendment and Reaffirmation Agreement as of the date first above written.
| | SUPREME INDUSTRIES, INC. |
| | |
| | |
| | By: | /s/ Mathew W. Long |
| | Name: | Matthew W. Long |
| | Title: | Chief Financial Officer |
| | | |
SUPREME CORPORATION, | | SUPREME INDIANA OPERATIONS, INC., |
a Texas corporation | | a Delaware corporation |
| | |
| | |
By: | /s/ Mathew W. Long | | By: | /s/ Mathew W. Long |
Name: | Matthew W. Long | | Name: | Matthew W. Long |
Title: | Chief Financial Officer | | Title: | Chief Financial Officer |
| | | | |
SUPREME CORPORATION OF GEORGIA, | | SUPREME CORPORATION OF TEXAS, |
a Texas corporation | | a Texas corporation |
| | |
| | |
By: | /s/ Mathew W. Long | | By: | /s/ Mathew W. Long |
Name: | Matthew W. Long | | Name: | Matthew W. Long |
Title: | Chief Financial Officer | | Title: | Chief Financial Officer |
| | | | |
SUPREME TRUCK BODIES OF CALIFORNIA, | | SUPREME MID-ATLANTIC CORPORATION, |
a California corporation | | a Texas corporation |
| | |
| | |
By: | /s/ Mathew W. Long | | By: | /s/ Mathew W. Long |
Name: | Matthew W. Long | | Name: | Matthew W. Long |
Title: | Chief Financial Officer | | Title: | Chief Financial Officer |
| | | | |
SC TOWER STRUCTURAL LAMINATING, INC., | | SUPREME\MURPHY TRUCK BODIES, INC., |
a Texas corporation | | a North Carolina corporation |
| | |
| | |
By: | /s/ Mathew W. Long | | By: | /s/ Mathew W. Long |
Name: | Matthew W. Long | | Name: | Matthew W. Long |
Title: | Chief Financial Officer | | Title: | Chief Financial Officer |
| | | | |
SUPREME NORTHWEST, L.L.C., | | | |
a Texas limited liability company | | | |
| | | |
| | | |
By: | /s/ Mathew W. Long | | | |
Name: | Matthew W. Long | | | |
Title: | Chief Financial Officer | | | |
Supreme Industries (CF) - A&R - Omnibus Amendment and Reaffirmation Agreement
| | | | |
SUPREME MIDWEST PROPERTIES, INC., | | SUPREME SOUTHEAST PROPERTIES, INC., |
a Texas corporation | | a Texas corporation |
| | |
| | |
By: | /s/ Mathew W. Long | | By: | /s/ Mathew W. Long |
Name: | Matthew W. Long | | Name: | Matthew W. Long |
Title: | Chief Financial Officer | | Title: | Chief Financial Officer |
| | | | |
SUPREME SOUTHWEST PROPERTIES, INC., | | SUPREME ARMORED, INC., |
a Texas corporation | | a Texas corporation |
| | |
| | |
By: | /s/ Mathew W. Long | | By: | /s/ Mathew W. Long |
Name: | Matthew W. Long | | Name: | Matthew W. Long |
Title: | Chief Financial Officer | | Title: | Chief Financial Officer |
| | | | |
SUPREME WEST PROPERTIES, INC., | | SUPREME STB, LLC, |
a Texas corporation | | a California limited liability company |
| | |
| | |
By: | /s/ Mathew W. Long | | By: | /s/ Herbert M. Gardner |
Name: | Matthew W. Long | | Name: | Herbert M. Gardner |
Title: | Chief Financial Officer | | Title: | President and Chief Executive Officer |
Supreme Industries (CF) - A&R - Omnibus Amendment and Reaffirmation Agreement
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender |
| |
| | |
| By: | /s/ David W. O’Neal |
| Name: | David W. O’Neal |
| Title: | Senior Vice President |
Supreme Industries (CF) - A&R - Omnibus Amendment and Reaffirmation Agreement
EXHIBIT A
to
Omnibus Amendment and Reaffirmation Agreement
Subsidiary Guaranty
See attached.
EXHIBIT B
to
Omnibus Amendment and Reaffirmation Agreement
Collateral Agreement
See attached.
EXHIBIT C
to
Omnibus Amendment and Reaffirmation Agreement
Fee Letter
See attached.
EXHIBIT D
to
Omnibus Amendment and Reaffirmation Agreement
Intercompany Note; Endorsement
See attached.
EXHIBIT E
to
Omnibus Amendment and Reaffirmation Agreement
Intercompany Subordination Agreement; Debtors’ Consent
See attached.
EXHIBIT F
to
Omnibus Amendment and Reaffirmation Agreement
Perfection Certificate
See attached.
EXHIBIT G
to
Omnibus Amendment and Reaffirmation Agreement
Amended and Restated Schedules A, B, C and D to Perfection Certificate
See attached.
SCHEDULE A
to
Perfection Certificate
Identification Information
Name of
Grantor | | Jurisdiction of
Incorporation or
Organization | | Federal
Taxpayer
Identification
Number | | Organizational
Identification Number | | Other names used
since organization
and date of changes | | Changes in corporate
identity/structure
in past 5 years | | Names or tradenames of
Grantor or any of its
divisions or business
units in past 5 years |
Supreme Industries, Inc. | | Delaware | | 75-1670945 | | 2194699 | | 6/10/1993 — name changed from ESI Industries, Inc. to Supreme Industries, Inc. | | None. | | None. |
| | | | | | | | | | | | |
Supreme Corporation | | Texas | | 90-0911103 | | 801377655 | | None. | | None. | | None. |
| | | | | | | | | | | | |
Supreme Indiana Operations, Inc. | | Delaware | | 20-2007769 | | 3869935 | | None. | | 12/19/2012 — reorganized to be 100% owned by Supreme Corporation; previously owned by Supreme Industries, Inc.
3/18/2012 — Supreme Properties North, Inc., Supreme Properties South, Inc., Supreme Properties East, Inc., and Supreme Properties West, Inc. all merged into Grantor
9/28/2010 — Supreme Corporation (a Texas corporation) merged into Grantor | | None. |
Supreme Midwest Properties, Inc. | | Texas | | 36-4748439 | | 801693873 | | None. | | None. | | None. |
| | | | | | | | | | | | |
Supreme Corporation of Georgia | | Texas | | 46-1495094 | | 801692378 | | None. | | None. | | None. |
| | | | | | | | | | | | |
Supreme Southeast Properties, Inc. | | Texas | | 36-4748490 | | 801693870 | | None. | | None. | | None. |
| | | | | | | | | | | | |
Supreme Corporation of Texas | | Texas | | 74-2283398 | | 44046400 | | 6/22/1981 — name changed from Transport Equipment Company, Inc. to Williamsen TECO Corporation
4/4/1983 — name changed from Williamsen TECO Corporation to Supreme Corporation of Texas | | 12/19/2012 — reorganized to be 100% owned by Supreme Corporation; previously owned by Supreme Indiana Operations, Inc. | | None. |
| | | | | | | | | | | | |
Supreme Southwest Properties, Inc. | | Texas | | 90-0916938 | | 801693865 | | None. | | None. | | None. |
| | | | | | | | | | | | |
Supreme Armored, Inc. | | Texas | | 37-1708328 | | 801693875 | | None. | | None. | | None. |
| | | | | | | | | | | | |
Supreme Truck Bodies of California, Inc. | | California | | 35-1676396 | | C1270935 | | None. | | 12/19/2012 — reorganized to be 100% owned by Supreme Corporation; previously owned by Supreme Indiana Operations, Inc. | | None. |
| | | | | | | | | | | | |
Supreme West Properties, Inc. | | Texas | | 37-1708295 | | 801693858 | | None. | | None. | | None. |
| | | | | | | | | | | | |
Supreme STB, LLC | | California | | 26-4120982 | | 200635610151 | | 12/19/2006 — name changed from | | None. | | None. |
| | | | | | | | Supreme STB Corporation to Supreme STB, LLC | | | | |
| | | | | | | | | | | | |
Supreme Mid-Atlantic Corporation | | Texas | | 35-1714584 | | 101792500 | | 5/11/1990 — name changed from Supreme-Jannell Corporation to Supreme Mid-Atlantic Corporation | | 12/19/2012 — reorganized to be 100% owned by Supreme Corporation; previously owned by Supreme Indiana Operations, Inc. | | None. |
| | | | | | | | | | | | |
SC Tower Structural Laminating, Inc. | | Texas | | 35-2015418 | | 139907800 | | None. | | 12/19/2012 — reorganized to be 100% owned by Supreme Corporation; previously owned by Supreme Indiana Operations, Inc. | | None. |
| | | | | | | | | | | | |
Supreme\Murphy Truck Bodies, Inc. | | North Carolina | | 56-1891328 | | C-0351217 | | None. | | 12/19/2012 — reorganized to be 100% owned by Supreme Corporation; previously owned by Supreme Indiana Operations, Inc. | | None. |
| | | | | | | | | | | | |
Supreme Northwest, L.L.C. | | Texas | | 20-0364574 | | 800264134 | | 1/6/2004 — name changed from Supreme Oregon, L.L.C. to Supreme Northwest, L.L.C. | | 12/19/2012 — reorganized to be 100% owned by Supreme Corporation; previously owned by Supreme Indiana Operations, Inc. | | None. |
SCHEDULE B
to
Perfection Certificate
Locations of Collateral
Name of
Grantor | | Chief executive
office
(current and any
other within
past 5 years) | | Locations of books
and records relating
to accounts (current
and any others
within past 5 years) | | Other places of
business
(current and any
others within past 5
years) | | Other locations of
personal property of
Grantor
(current and any others
within past 5 years) | | Name and address of other persons
holding personal property of Grantor
(current and any others
within past 4 months) |
Supreme Industries, Inc. | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher
Road, Goshen, IN,
46528 | | None. | | None. | | None. |
| | | | | | | | | | |
Supreme Corporation | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher
Road, Goshen, IN,
46528 | | None. | | None. | | None. |
| | | | | | | | | | |
Supreme Indiana Operations, Inc. | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher
Road, Goshen, IN,
46528 | | None. | | 2572 E. Kercher Rd.,
Goshen, IN 46528
2581 E. Kercher Rd.,
Goshen, IN 46528
2592 E. Kercher Rd.,
Goshen, IN 46528
6577 Romiss St.,
Berkeley, MO 63134
2051 Highway 41,
Griffin, GA, 30224
475 Liberty Road,
Griffin, GA, 30224
3127 Etheridge Mill
Road, Griffin, GA, 30224
3191 Etheridge Mill
Road, GA, 30224 | | McCormick Motors, 1255 W. Market
St., Nappanee, IN 46550
Jordan Ford, 609 E. Jefferson Blvd.,
Mishawaka, IN 46546
Northwest Ford, 4000 Mannheim
Road, Franklin Park, IL 60131
Mike Bass Ford, I-90 Detroit Road,
Lorain, OH 44052
Harold Zigler Ford, 2525 Bypass
Road, Elkhart, IN 46514
American Fleet Services, 7714
Commerce Park Oval, Independence,
OH 44131 |
Supreme Midwest Properties, Inc. | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher
Road, Goshen, IN,
46528 | | None. | | None. | | None. |
| | | | | | | | | | |
Supreme Corporation of Georgia | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher Road, Goshen, IN,
46528 | | None. | | 2051 Highway 41,
Griffin, GA, 30224
475 Liberty Road,
Griffin, GA, 30224
3127 Etheridge Mill
Road, Griffin, GA, 30224
3191 Etheridge Mill
Road, GA, 30224 | | None. |
| | | | | | | | | | |
Supreme Southeast Properties, Inc. | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher
Road, Goshen, IN,
46528 | | None. | | 2051 Highway 41,
Griffin, GA, 30224
475 Liberty Road,
Griffin, GA, 30224
3127 Etheridge Mill
Road, Griffin, GA, 30224
3191 Etheridge Mill
Road, GA, 30224 | | None. |
| | | | | | | | | | |
Supreme Corporation of Texas | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher
Road, Goshen, IN,
46528 | | None. | | 500 Commerce Blvd.,
Cleburne, TX 76033
3001 Main St., Cleburne,
TX 76033 | | None. |
| | | | | | | | | | |
Supreme Southwest Properties, Inc. | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher
Road, Goshen, IN,
46528 | | None. | | None. | | None. |
| | | | | | | | | | |
Supreme Armored, Inc. | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher
Road, Goshen, IN,
46528 | | None. | | None. | | None. |
| | | | | | | | | | |
Supreme Truck Bodies of | | 2581 East | | 2581 East Kercher | | None. | | 22135 Alessandro Blvd., | | Auto Safety House, 2630 W. |
California, Inc. | | Kercher Road,
Goshen, IN,
46528 | | Road, Goshen, IN,
46528 | | | | Moreno Valley, CA
92553 | | Buckeye Road, Phoenix, AZ 85009
Freightliner Trucks, 2477 Deerfield
Dr., Fort Mill, SC 29715 |
| | | | | | | | | | |
Supreme West Properties, Inc. | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher
Road, Goshen, IN,
46528 | | None. | | None. | | None. |
| | | | | | | | | | |
Supreme STB, LLC | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher
Road, Goshen, IN,
46528 | | None. | | None. | | None. |
| | | | | | | | | | |
Supreme Mid-Atlantic Corporation | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher
Road, Goshen, IN, 46528 | | None. | | 401 Jonestown Road,
Jonestown, PA 17038
411 Jonestown Rd.,
Jonestown, PA 17038
NS Jonestown Road,
Jonestown, PA 17038
2490 State Route 72,
Jonestown, PA17038
135 Douglas Pike,
Harrisville, RI 02830 | | None. |
| | | | | | | | | | |
SC Tower Structural Laminating, Inc. | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher
Road, Goshen, IN,
46528 | | None. | | 1491 Gerber St., Ligonier,
IN 46767 | | None. |
| | | | | | | | | | |
Supreme\Murphy Truck Bodies, Inc. | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher
Road, Goshen, IN,
46528 | | None. | | None. | | None. |
| | | | | | | | | | |
Supreme Northwest, L.L.C. | | 2581 East
Kercher Road,
Goshen, IN,
46528 | | 2581 East Kercher
Road, Goshen, IN,
46528 | | None. | | None. | | None. |
SCHEDULE C
to
Perfection Certificate
Subsidiaries
Name of Grantor | | Subsidiary | | Number of
Shares/Units | | Class of
Interests | | Percentage of
Class Owned | | Certificate
Nos. | | Certificate
Issue Date |
Supreme Industries, Inc. | | Supreme Corporation | | 1,000 Shares | | common | | 100% | | 01 | | 01/31/2011 |
Supreme Industries, Inc. | | Supreme Insurance Company, Inc. | | 1,000 Shares | | common | | 100% | | 1 | | 04/04/2005 |
Supreme Corporation | | Supreme Indiana Operations, Inc. | | 1,000 Shares | | common | | 100% | | 03 | | 12/19/2012 |
Supreme Corporation | | Supreme Corporation of Georgia | | 1,000 Shares | | common | | 100% | | 01 | | 12/19/2012 |
Supreme Corporation | | Supreme Corporation of Texas | | 1,000 Shares | | common | | 100% | | 03 | | 12/19/2012 |
Supreme Corporation | | Supreme Truck Bodies of California, Inc. | | 1,000 Shares | | common | | 100% | | 3 | | 12/19/2012 |
Supreme Corporation | | Supreme Mid-Atlantic Corporation | | 1,000 Shares | | common | | 100% | | 3 | | 12/19/2012 |
Supreme Corporation | | SC Tower Structural Laminating, Inc. | | 1,000 Shares | | common | | 100% | | 03 | | 12/19/2012 |
Supreme Corporation | | Supreme\Murphy Truck Bodies, Inc. | | 1,000 Shares | | common | | 100% | | 3 | | 12/19/2012 |
Supreme Corporation | | Supreme Northwest, L.L.C. | | 100 Units | | limited liability company membership interest | | 100% | | 05 | | 12/19/2012 |
Supreme Indiana Operations, Inc. | | Supreme Midwest Properties, Inc. | | 1,000 Shares | | common | | 100% | | 01 | | 12/19/2012 |
Supreme Corporation of Georgia | | Supreme Southeast Properties, Inc. | | 1,000 Shares | | common | | 100% | | 01 | | 12/19/2012 |
Supreme Corporation of Texas | | Supreme Southwest Properties, Inc. | | 1,000 Shares | | common | | 100% | | 01 | | 12/19/2012 |
Name of Grantor | | Subsidiary | | Number of
Shares/Units | | Class of
Interests | | Percentage of
Class Owned | | Certificate
Nos. | | Certificate
Issue Date |
Supreme Corporation of Texas | | Supreme Armored, Inc. | | 1,000 Shares | | common | | 100% | | 01 | | 12/19/2012 |
Supreme Truck Bodies of California, Inc. | | Supreme STB, LLC | | 1,000 Units | | limited liability company membership interest | | 100% | | 02 | | 12/19/2006 |
Supreme Truck Bodies of California, Inc. | | Supreme West Properties, Inc. | | 1,000 Shares | | common | | 100% | | 01 | | 12/19/2012 |
SCHEDULE D
to
Perfection Certificate
Deposit Accounts
Entity | | Institution Name | | Address | | Account Number | | Purpose |
Supreme Corporation | | Wells Fargo Bank, N.A. | | 300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204 | | 4122213630 | | Restricted |
Supreme Corporation | | Wells Fargo Bank, N.A. | | 300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204 | | 4122213648 | | Operating |
Supreme Corporation | | Wells Fargo Bank, N.A. | | 300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204 | | 9600152981 | | Controlled Disbursements |
Supreme Corporation | | Wells Fargo Bank, N.A. | | 300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204 | | 9600157878 | | Controlled Disbursements |
Supreme Indiana Operations, Inc.* | | JP Morgan Chase | | 7610 W. Washington St., Indianapolis, IN 46231 | | 000300001862236 | | Operating |
Supreme Indiana Operations, Inc.* | | Key Bank | | 402 Burnett Road, Springfield, OH 45505 | | 353231001523 | | Checking - Imprest |
Supreme Mid-Atlantic Corporation | | Citizens Bank | | PO Box 789, Providence, RI 02901-0789 | | 11140437 | | Checking — Transfer Checks |
Supreme STB, LLC | | Wells Fargo Bank, N.A. | | 300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204 | | 4122213671 | | Sweep |
Supreme STB, LLC | | BBVA Bancomer USA | | 24010 Sunnymead Blvd., Moreno Valley, CA 92553 | | 1229617 | | Checking - Imprest |
*In the process of closing the accounts.
1
EXHIBIT H
to
Omnibus Amendment and Reaffirmation Agreement
Amended and Restated Schedules 3.6, 3.10 and 3.13 to Collateral Agreement
See attached.
2
SCHEDULE 3.6
to
Collateral Agreement
Exact Legal Name; Jurisdiction of Organization; Taxpayer Identification Number; Registered Organization Number; Mailing Address; Chief Executive Office and other Locations
Name of
Grantor | | Jurisdiction of
Incorporation or
Organization | | Federal
Taxpayer
Identification
Number | | Organizational
Identification Number | | Mailing Address/
Chief Executive
Office | | Other Locations |
Supreme Industries, Inc. | | Delaware | | 75-1670945 | | 2194699 | | 2581 East Kercher Road, Goshen, IN 46528 | | None. |
| | | | | | | | | | |
Supreme Corporation | | Texas | | 90-0911103 | | 801377655 | | 2581 East Kercher Road, Goshen, IN 46528 | | None. |
| | | | | | | | | | |
Supreme Indiana Operations, Inc. | | Delaware | | 20-2007769 | | 3869935 | | 2581 East Kercher Road, Goshen, IN 46528 | | 2572 E. Kercher Rd., Goshen, IN 46528 2581 E. Kercher Rd., Goshen, IN 46528 2592 E. Kercher Rd., Goshen, IN 46528 6577-6581 Romiss Berkley, MO 63134 |
| | | | | | | | | | |
Supreme Midwest Properties, Inc. | | Texas | | 36-4748439 | | 801693873 | | 2581 East Kercher Road, Goshen, IN 46528 | | 2572-2592 East Kercher Road, Goshen, IN 46528 |
| | | | | | | | | | |
Supreme Corporation of Georgia | | Texas | | 46-1495094 | | 801692378 | | 2581 East Kercher Road, Goshen, IN 46528 | | 2051 Highway 41, Griffin, GA, 30224 475 Liberty Road, Griffin, GA, 30224 3127 Etheridge Mill |
1
| | | | | | | | | | Road, Griffin, GA, 30224 3191 Etheridge Mill Road, GA, 30224 |
| | | | | | | | | | |
Supreme Southeast Properties, Inc. | | Texas | | 36-4748490 | | 801693870 | | 2581 East Kercher Road, Goshen, IN 46528 | | 2051 Highway 41, Griffin, GA, 30224 475 Liberty Road, Griffin, GA, 30224 3127 Etheridge Mill Road, Griffin, GA, 30224 3191 Etheridge Mill Road, GA, 30224 |
| | | | | | | | | | |
Supreme Corporation of Texas | | Texas | | 74-2283398 | | 44046400 | | 2581 East Kercher Road, Goshen, IN 46528 | | 500 Commerce Blvd., Cleburne, TX 76033 |
| | | | | | | | | | |
Supreme Southwest Properties, Inc. | | Texas | | 90-0916938 | | 801693865 | | 2581 East Kercher Road, Goshen, IN 46528 | | 500 Commerce Blvd., Cleburne, TX 76033 |
| | | | | | | | | | |
Supreme Armored, Inc. | | Texas | | 37-1708328 | | 801693875 | | 2581 East Kercher Road, Goshen, IN 46528 | | 3001 Main St., Cleburne, TX 76033 |
| | | | | | | | | | |
Supreme Truck Bodies of California, Inc. | | California | | 35-1676396 | | C1270935 | | 2581 East Kercher Road, Goshen, IN 46528 | | 22135 Alessandro Blvd., Moreno Valley, CA 92553 |
| | | | | | | | | | |
Supreme West Properties, Inc. | | Texas | | 37-1708295 | | 801693858 | | 2581 East Kercher Road, Goshen, IN 46528 | | 22135 Alessandro Blvd., Moreno Valley, CA 92553 |
| | | | | | | | | | |
Supreme STB, LLC | | California | | 26-4120982 | | 200635610151 | | 2581 East Kercher Road, Goshen, IN 46528 | | 22135 Alessandro Blvd., Moreno Valley, CA 92553 |
| | | | | | | | | | |
Supreme Mid-Atlantic | | Texas | | 35-1714584 | | 101792500 | | 2581 East Kercher | | 401 Jonestown Rd., |
2
Corporation | | | | | | | | Road, Goshen, IN 46528 | | Jonestown, PA 17038
411 Jonestown Rd., Jonestown, PA 17038
24 Howard Lane, Jonestown, PA 17038
2490 State Route 72, Jonestown, PA 17038
135 Douglas Pike, Harrisville, RI 02830 |
| | | | | | | | | | |
SC Tower Structural Laminating, Inc. | | Texas | | 35-2015418 | | 139907800 | | 2581 East Kercher Road, Goshen, IN 46528 | | 1491 Gerber Street, Ligonier, IN 46767 |
| | | | | | | | | | |
Supreme\Murphy Truck Bodies, Inc. | | North Carolina | | 56-1891328 | | C-0351217 | | 2581 East Kercher Road, Goshen, IN 46528 | | 4000 Airport Drive Wilson, NC 27896 |
| | | | | | | | | | |
Supreme Northwest, L.L.C. | | Texas | | 20-0364574 | | 800264134 | | 2581 East Kercher Road, Goshen, IN 46528 | | None. |
3
SCHEDULE 3.10
to
Collateral Agreement
Deposit Accounts and Securities Accounts
Deposit Accounts:
Grantor | | Financial
Institution | | Account Number | | Address of
Financial
Institution | | Account Purpose |
Supreme Corporation | | Wells Fargo Bank, N.A. | | 4122213630 | | 300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204 | | Restricted |
Supreme Corporation | | Wells Fargo Bank, N.A. | | 4122213648 | | 300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204 | | Operating |
Supreme Corporation | | Wells Fargo Bank, N.A. | | 9600152981 | | 300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204 | | Controlled Disbursements |
Supreme Corporation | | Wells Fargo Bank, N.A. | | 9600157878 | | 300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204 | | Controlled Disbursements |
Supreme Indiana Operations, Inc.* | | JP Morgan Chase | | 000300001862236 | | 7610 W. Washington St., Indianapolis, IN 46231 | | Operating |
Supreme Indiana Operations, Inc.* | | Key Bank | | 353231001523 | | 402 Burnett Road, Springfield , OH 45505 | | Checking - Imprest |
Supreme Mid-Atlantic Corporation | | Citizens Bank | | 11140437 | | PO Box 789, Providence, RI 02901-0789 | | Checking — Transfer Checks |
Supreme STB, LLC | | Wells Fargo Bank, N.A. | | 4122213671 | | 300 N. Meridian St., Ste. 1600, Indianapolis, IN 46204 | | Sweep |
Supreme STB, LLC | | BBVA Bancomer USA | | 1229617 | | 24010 Sunnymead Blvd., Moreno Valley, CA 92553 | | Checking - Imprest |
*In the process of closing the accounts
Securities Accounts:
Grantor | | Securities
Intermediary | | Account Number | | Address of
Securities
Intermediary | | Account Purpose |
N/A | | | | | | | | |
4
SCHEDULE 3.13
to
Collateral Agreement
Investment Property and Partnership/LLC Interests
Certificated Securities:
Name of Issuer | | Class and Series | | Par Value | | Certificate Number | | Percentage of
Ownership Interests
of such
Class and Series | |
Grantor: Supreme Industries | |
| | | | | | | | | |
Supreme Corporation | | Common stock | | $ | 1.00 | | 01 | | 100 | % |
| | | | | | | | | |
Supreme Insurance Company, Inc. | | Common stock | | $ | 1.00 | | 1 | | 100 | % |
| | | | | | | | | |
Grantor: Supreme Corporation | |
Supreme Indiana Operations | | Common stock | | $ | 1.00 | | 03 | | 100 | % |
| | | | | | | | | |
Supreme Corporation of Georgia | | Common stock | | $ | 1.00 | | 01 | | 100 | % |
| | | | | | | | | |
Supreme Corporation of Texas | | Common stock | | $ | 1.00 | | 03 | | 100 | % |
| | | | | | | | | |
Supreme Truck Bodies of California, Inc. | | Common stock | | $ | 1.00 | | 3 | | 100 | % |
| | | | | | | | | |
Supreme Mid-Atlantic Corporation | | Common stock | | $ | 0.10 | | 3 | | 100 | % |
| | | | | | | | | |
SC Tower Structural Laminating, Inc. | | Common stock | | $ | 1.00 | | 03 | | 100 | % |
| | | | | | | | | |
Supreme\Murphy Truck Bodies, Inc. | | Common stock | | $ | 0.10 | | 3 | | 100 | % |
| | | | | | | | | |
Grantor: Supreme Indiana Operations | |
Supreme Midwest Properties, Inc. | | Common stock | | $ | 1.00 | | 01 | | 100 | % |
| | | | | | | | | |
Grantor: Supreme Corporation of Georgia | |
| | | | | | | | | |
Supreme Southeast Properties, Inc. | | Common stock | | $ | 1.00 | | 01 | | 100 | % |
5
Grantor: Supreme Corporation of Texas | |
| | | | | | | | | |
Supreme Southwest Properties, Inc. | | Common stock | | $ | .100 | | 01 | | 100 | % |
| | | | | | | | | |
Supreme Armored, Inc. | | Common stock | | $ | 1.00 | | 01 | | 100 | % |
| | | | | | | | | |
Grantor: Supreme Truck Bodies of California, Inc. | |
| | | | | | | | | |
Supreme West Properties, Inc. | | Common stock | | $ | 1.00 | | 01 | | 100 | % |
Securities Accounts (including cash management accounts that are Investment Property) and Uncertificated Securities:
[Grantor]:
Financial Institution | | Account Number | | Address of Financial
Institution | | Account Purpose |
| | | | | | |
| | | | | | |
| | | | | | |
Name of Issuer | | Class and Series | | Par Value | | Percentage of Ownership
Interests of such
Class and Series |
| | | | | | |
| | | | | | |
| | | | | | |
Partnership/LLC Interests:
Name of Issuer
(including identification
of
type of entity) | | Type of Ownership
Interest | | Certificate
Number
(if any) | | Percentage of
Ownership Interests of
such Type | |
| | | | | | | |
Grantor: Supreme Corporation | |
| | | | | | | |
Supreme Northwest, L.L.C. | | limited liability company membership interest | | 05 | | 100 | % |
| | | | | | | |
Grantor: Supreme Truck Bodies of California, Inc. | |
| | | | | | | |
Supreme STB, LLC | | limited liability company membership interest | | 2 | | 100 | % |
| | | | | | | |
6
