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Exhibit 10.3    
    


 
 

LIMITED CONSENT AND SECOND AMENDMENT
  TO
  LOAN AND SECURITY AGREEMENT    
    


        This LIMITED CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Consent and Amendment") is entered
into as of this 3rd day of November, 2004 by and among J.B. POINDEXTER & CO., INC., a Delaware corporation ("Poindexter"),
MORGAN TRAILER MFG. CO., a New Jersey corporation ("Morgan"), TRUCK ACCESSORIES GROUP, INC., a Delaware corporation ("TAG"), MAGNETIC INSTRUMENTS
CORP., a Delaware corporation ("MIC"), MORGAN OLSON CORPORATION, a Delaware corporation ("MOC") and EFP
CORPORATION, a Delaware corporation ("EFP") (Poindexter, Morgan, TAG, MIC, MOC and EFP are each a
"Borrower" and collectively referred to as "Borrowers"), the other Loan Parties signatory hereto,
LaSalle Bank National Association, a national banking association, for itself, as a Lender, and as Agent for the Lenders, and all other Lenders parties hereto. Unless otherwise specified herein,
capitalized terms used in this Consent and Amendment shall have the meanings ascribed to them by the Loan Agreement (as hereinafter defined). 


 
 

RECITALS    
    


        WHEREAS, the Borrowers, the Loan Parties, the Agent and the Lenders have entered into that certain Loan and Security Agreement dated as of March 15, 2004
(as amended, supplemented, restated or otherwise modified from time to time, the "Loan Agreement"); 


        WHEREAS,
the Borrowers and the Loan Parties have advised Agent that TAG desires to enter into an Asset Purchase Agreement ("Pace-Edwards Purchase
Agreement") dated on or about the date hereof between TAG and Pace-Edwards Company, a Washington corporation
("Pace-Edwards"), pursuant to which TAG shall acquire from Pace-Edwards certain of the assets of Pace-Edwards
described therein (the "Purchased Assets") for a purchase price of $9,900,000 (as the same may be adjusted in accordance with the
Pace-Edwards Purchase Agreement) payable pursuant to the Pace-Edwards Purchase Agreement (the "Pace-Edwards Sale");
and 


        WHEREAS,
the Borrowers and the Loan Parties desire that Agent and the Lenders provide their consent to the Pace-Edwards Sale and amend certain provisions of the Loan
Agreement as herein set forth. 


        NOW
THEREFORE, in consideration of the foregoing recital, mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrowers, the Loan Parties, the Agent and Lenders hereby agree as follows: 


        SECTION 1.    Limited Consent.    Subject to the conditions precedent set forth in
 Section 4 hereof and notwithstanding the Loan Parties' failure to comply with clauses (1), (2) and (7) of
subsection 13(d)(ii) of the Loan Agreement (the "Noted Sections"), Agent and Lenders hereby consent to the Pace-Edwards Acquisition and
agree for solely for purposes of consummating the Pace-Edwards Acquisition that the Loan Parties shall not be required to comply with the Noted Sections. 


        SECTION 2.    Acknowledgements and Post-Closing Matters.    


        (a)   The
Borrowers and the Loan Parties covenant and agree that on or prior to December 3, 2004 the Borrowers and the Loan Parties shall deliver, or shall cause to be
delivered, to Agent (each in form and substance satisfactory to Agent): (i) a mortgage or deed of trust by TAG in favor of Agent in respect of all fee interests in any real property acquired by
TAG pursuant to the Pace-Edwards Acquisition ("Acquired Real Property") as additional security for the Liabilities under the Loan Agreement
together with a UCC-2 Fixture Filing in respect thereof; (ii) a title insurance policy from a title company acceptable to Agent in respect of the Acquired Real Property (with such
endorsements as Agent may reasonably require), estoppel letters, environmental assessments and such other related 







 



items
reasonably requested by Agent; (iii) an opinion from TAG's Washington counsel regarding the mortgage or deed of trust; (iv) evidence that the property insurance policy maintained
by TAG has been amended to cover the new locations of TAG at which the Purchased Assets are located; and (v) such other documents, agreements, certificates or other items as Agent shall
reasonably require. Notwithstanding anything to the contrary contained in the Loan Agreement and herein, the Agent, the Lenders, the Borrowers and the Loan Parties further acknowledge and agree that
failure to timely provide Agent with any of the foregoing agreements, documents, certificates or instruments shall constitute an immediate Event of Default under the Loan Agreement. 



        (b)   The
Borrowers and the Loan Parties hereby acknowledge and agree that the Agent and the Lenders hereby have not consented to the inclusion of the Purchased Assets in the
TAG's Individual Revolving Loan Limit and that the Purchased Assets shall only be included in the TAG's Individual Revolving Loan Limit when Agent shall have completed with satisfactory results the
field examinations, audits, appraisals and other due diligence as Agent shall reasonably require in respect of the Purchased Assets pursuant to subsection
13(d)(ii)(5) of the Loan Agreement. The Borrowers and the Loan Parties also acknowledge and agree that TAG shall not have any availability for Revolving Loans or Letters of
Credit under subsection 2(a)(A)(II)(iii) of the Loan Agreement in respect of the Acquired Real Property until Agent shall have received (i) an
appraisal of the fair-market value of the Acquired Real Property from an appraiser and in form and substance acceptable to Agent and (ii) a current as-built survey in
respect of the Acquired Real Property from a surveyor and in form and substance acceptable to Agent pursuant to subsection 2(a)(B) of the Loan
Agreement. 


        (c)   The
Borrowers and the Loan Parties covenant and agree that on or prior to December 3, 2004 the Borrowers and the Loan Parties shall deliver, or shall cause to be
delivered, to Agent (each in form and substance satisfactory to Agent) executed copies of (i) a Supplemental Patent Security Agreement and Supplemental Trademark Security Agreement by TAG in
favor of Agent in respect of the United States Patent and United States Trademarks acquired by TAG pursuant to the Pace-Edwards Acquisition (the "Acquired
Intellectual Property") as additional security for the Liabilities under the Loan Agreement and (ii) a Trademark Release and a Patent Release by any
pre-existing lien holders to the extent necessary to release any prior Lien granted on the Acquired Intellectual Property. 


        SECTION 3.    Amendment.    The definition of
"Acquisition" set forth in Section 1 of the Loan Agreement is hereby amended and restated to read
in its entirety as follows: 




        ""Acquisition" shall mean any transaction resulting in the acquisition by a Loan Party or a Subsidiary of a Loan Party of a Person (by
merger or stock purchase) or the acquisition of all or a material portion of the assets of a Person in accordance with subsection 13(d) hereof." 





        SECTION 4.    Effectiveness.    The effectiveness of this Consent and Amendment is
subject to
the satisfaction of each the following conditions precedent: 


        (a)   this
Consent and Amendment shall have been duly executed and delivered by the Borrowers, the Loan Parties, the Agent and each Lender; 


        (b)   Agent
shall have received, in form and substance reasonably satisfactory to Agent, executed copies of the Pace-Edwards Purchase Agreement, all other related
agreements and instruments, and all opinions, certificates, lien search results and other documents reasonably requested by Agent that evidence or confirm the consummation of the
Pace-Edwards Acquisition; 


        (c)   Agent
shall have received, in form and substance reasonably satisfactory to Agent, an officer's certificate of TAG (A) certifying that (i) the
Pace-Edwards Acquisition is permitted under the terms and provisions of the Senior Note Documents as in effect as of the date of the Loan Agreement (without regard to any subsequent
waivers or amendments thereto); (ii) each of the conditions precedent to the consummation of the Pace-Edwards Acquisition has been satisfied; (iii) the United States
Bankruptcy Court for District of Delaware (the "Bankruptcy Court") has entered an order (the 


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"Sale Order") authorizing, pursuant to Section 363 of the Bankruptcy Code, the sale of assets being undertaken in the Pace-Edwards
Acquisition, free and clear of all liens, claims, liabilities, encumbrances and interests (except for Permitted Liens) and the Pace-Edwards Acquisition is entitled to the protections of
Section 363(m) of the Bankruptcy Code; (iv) the Sale Order has not been stayed by the Bankruptcy Court (or by any other court having jurisdiction to issue any such stay), or reversed,
vacated, amended, supplemented, modified or appealed; and (v) no appeal or petition for review, rehearing, or certiorari with respect to the Sale Order is pending and the
Pace-Edwards Sale shall otherwise be in full force and effect; and (B) certifying and attaching a certified copy of the Sale Order; 


        (d)   Agent
shall have received, in form and substance reasonably satisfactory to Agent, the financial information requested by Agent in respect of Pace-Edwards;
and 


        (e)   The
representations and warranties contained herein shall be true and correct in all respects. 



        SECTION 5.    Representations and Warranties.    In order to induce the Agent and
each Lender
to enter into this Consent and Amendment, each Loan Party hereby represents and warrants to the Agent and each Lender, which representations and warranties shall survive the execution and delivery of
this Consent and Amendment, that: 


        (a)   all
of the representations and warranties contained in the Loan Agreement and in each Other Agreement are true and correct as of the date hereof after giving effect to
this Consent and Amendment, except to the extent that any such representations and warranties expressly relate to an earlier date; 



        (b)   the
execution, delivery and performance by the Loan Parties of this Consent and Amendment has been duly authorized by all necessary corporate action required on their
part and this Consent and Amendment, and the Loan Agreement is the legal, valid and binding obligation of the Loan Parties enforceable against the Loan Parties in accordance with its terms, except as
its enforceability may be affected by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies
of creditors generally; 


        (c)   neither
the execution, delivery and performance of this Consent and Amendment by the Loan Parties, the performance by the Loan Parties of the Loan Agreement nor the
consummation of the transactions contemplated hereby does or shall contravene, result in a breach of, or violate (i) any provision of any Loan Party's certificate or articles of incorporation
or bylaws or other similar documents, or agreements, (iii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage,
deed of trust, lease, agreement or other instrument to which any Loan Party or any of its Subsidiaries is a party or by which any Loan Party or any of its Subsidiaries or any of their property is
bound, except in any such case to the extent such conflict or breach has been waived herein or by a written waiver document, a copy of which has been delivered to Agent on or before the date hereof;
and 


        (d)   No
Default or Event of Default has occurred and is continuing. 


        SECTION 6.    Reference to and Effect Upon the Loan Agreement.    


        (a)   Except
as specifically set forth above, the Loan Agreement and each of the Other Agreements shall remain in full force and effect and are hereby ratified and confirmed;
and 


        (b)   The
consent and amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to
(i) be a consent to any amendment, waiver or modification of any other term or condition of the Loan Agreement or any Other Agreement, (ii) operate as a waiver or otherwise prejudice any
right, power or remedy that the Agent or the Lenders may now have or may have in the future under or in connection with the Loan Agreement or any Other Agreement or (iii) constitute a waiver of
any provision of the Loan 


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Agreement
or any Other Agreement, except as specifically set forth herein. Upon the effectiveness of this Consent and Amendment, each reference in the Loan Agreement to "this Agreement", "herein",
"hereof" and words of like import and each reference in the Loan Agreement and the Other Agreements to the Loan Agreement shall mean the Loan Agreement as amended hereby. This Consent and Amendment
shall be construed in connection with and as part of the Loan Agreement. Each Loan Party hereby acknowledges and agrees that there is no defense, setoff or counterclaim of any kind, nature or
description to the Liabilities or the payment thereof when due. 


        SECTION 7.    Costs And Expenses.    As provided in  Section 4(c)(v) of the Loan Agreement, the Borrowers agree to reimburse Agent 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 Consent and Amendment. 


        SECTION 8.    GOVERNING LAW.    THIS CONSENT AND AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS. 


        SECTION 9.    Headings.    Section headings in this Consent and Amendment are
included herein
for convenience of reference only and shall not constitute part of this Consent and Amendment for any other purposes. 



        SECTION 10.    Counterparts.    This Consent and Amendment may be executed in any
number of
counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument. 


        [Signature
Pages Follow] 


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        IN WITNESS WHEREOF, the parties hereto have executed and delivered this Consent and Amendment as of the date first written above. 



	BORROWERS:	 	 
	
J.B. POINDEXTER & CO., INC.	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
 Robert S. Whatley

Vice President	
 	

 
	
MORGAN TRAILER MFG. CO.	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
 Robert S. Whatley

Vice President	
 	

 
	
TRUCK ACCESSORIES GROUP, INC.	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
 Robert S. Whatley

Vice President	
 	

 
	
MAGNETIC INSTRUMENTS CORP.	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
 Robert S. Whatley

Vice President	
 	

 
	
MORGAN OLSON CORPORATION	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
 Robert S. Whatley

Vice President	
 	

 
	
EFP CORPORATION	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
 Robert S. Whatley

Vice President	
 	

 




[Signature Page to Limited Consent and Second Amendment to Loan and Security Agreement] 


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	AGENT AND LENDER:	 	 
	
LASALLE BANK NATIONAL ASSOCIATION,
 as Agent and Lender

	
 	

 





	

By:	

 	
 	

 
	 	
	 	 





	Name:	 	 	 
	 	
	 	 





	Title:	 	 	 
	 	
	 	 




[Signature Page to Limited Consent and Second Amendment to Loan and Security Agreement] 


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        The
following Persons are signatories to this Consent and Amendment in their capacities as Loan Parties, not as Borrowers: 



	LOAN PARTIES:	 	 
	
LOWY GROUP, INC.	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
 Robert S. Whatley

Vice President	
 	

 
	
RAIDER INDUSTRIES INC.	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
 Robert S. Whatley

Vice President	
 	

 
	
SWK HOLDINGS, INC.	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
 Robert S. Whatley

Vice President	
 	

 
	
UNIVERSAL BRIXIUS, INC.	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
 Robert S. Whatley

Vice President	
 	

 
	
MORGAN TRAILER FINANCIAL CORPORATION
	

By:	

/s/  THOMAS DALY      
 Thomas Daly

President	
 	

 
	
MORGAN TRAILER FINANCIAL MANAGEMENT, L.P.
	

By:	

MORGAN TRAILER MFG. CO.,

its general partner	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
 Robert S. Whatley

Vice President	
 	

 




[Signature Page to Limited Consent and Second Amendment to Loan and Security Agreement] 


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QuickLinks



Exhibit 10.3


LIMITED CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

RECITALS