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Exhibit 10.4    
    


 
 

THIRD AMENDMENT
  TO
  LOAN AND SECURITY AGREEMENT    
    


        This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of this 20th day of
January, 2005 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 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"); and 



        WHEREAS,
the Borrowers and the Loan Parties desire that Agent and the Lenders 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.    Amendments.    



        (a)   The
definition of "Senior Notes" set forth in Section 1 of the
Loan Agreement is hereby amended and restated to read in its entirety as follows: 


        ""Senior Notes" shall mean collectively, the 83/4% Senior Notes due 2014, issued by Poindexter pursuant to the terms of the
Senior Note Indenture in an initial aggregate principal amount of $125,000,000 (which amount may be subsequently increased to up to $200,000,000 as permitted by subsection
13(b)(vi) hereof) as such Senior Notes may be amended, modified, supplemented, extended, renewed, restated or replaced as permitted by the terms of  subsection 13(b) hereof."



        (b)   The
second line of Subsection 13(b)(vi) of the Loan Agreement is hereby amended by deleting the amount "$155,000,000"
where it appears therein and inserting the amount "$200,000,000" in place thereof. 


        (c)   Section 12 of the Loan Agreement is hereby amended by adding the following new subsection
(k) at the end thereof: 


        "(k)  Investment Account. Not later than two (2) Business Days after any Loan Parties' receipt of proceeds of the Senior Notes
issued on January 27, 2005 in an aggregate principal amount not to exceed $45,000,000 (the "Incremental Notes"), Loan Parties shall deposit not
less than $20,000,000 from the proceeds of such Incremental Notes into an investment account maintained at LaSalle or at any of LaSalle's affiliates (the "LaSalle Investment
Account"), and taken together with the investments previously deposited by Loan Parties into the LaSalle Investment Account, Loan Parties shall maintain a balance in such
LaSalle Investment Account not less than $25,000,000 at all times after the issuance of such Incremental Notes unless and until the aggregate amount of the proceeds of the Incremental Notes and other
Senior Notes on deposit in investment accounts maintained by Loan Parties at banks 







 



or
other financial institutions (other than LaSalle or any of LaSalle's affiliates) equals to $0 (Zero Dollars) and no such proceeds are otherwise available to any Loan Party; and thereafter Loan
Parties may withdraw such amounts from the LaSalle Investment Account for the purposes of funding any Acquisition permitted pursuant to  Section 13(d)(ii) of this Agreement or for any other purposes
which are not prohibited by the terms of this Agreement." 



        SECTION 2.    Effectiveness.    The effectiveness of this Amendment is subject to the
satisfaction of each the following conditions precedent: 


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


        (b)   the
representations and warranties contained herein shall be true and correct in all respects. 



        SECTION 3.    Representations and Warranties.    In order to induce the Agent and
each Lender
to enter into this 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
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 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 Amendment has been duly authorized by all necessary corporate action required on their part and this
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 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 4.    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
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 Agreement or any Other Agreement, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Loan Agreement to "this Agreement",
"herein", "hereof' and 


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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 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 5.    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 Amendment. 


        SECTION 6.    Governing Law.    THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS. 


        SECTION 7.    Headings.    Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute part of this Amendment for any other purposes. 



        SECTION 8.    Counterparts.    This 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 Amendment as of the date first written above. 



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

 
	

By:	

/s/  ROBERT S. WHATLEY      
	
 	

 
	Name:	Robert S. Whatley	 	 
	Title:	Vice President	 	 
	
MORGAN TRAILER MFG. CO.	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
	
 	

 
	Name:	Robert S. Whatley	 	 
	Title:	Vice President	 	 
	
TRUCK ACCESSORIES GROUP, INC.	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
	
 	

 
	Name:	Robert S. Whatley	 	 
	Title:	Vice President	 	 
	
MAGNETIC INSTRUMENTS CORP.	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
	
 	

 
	Name:	Robert S. Whatley	 	 
	Title:	Vice President	 	 
	
MORGAN OLSON CORPORATION	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
	
 	

 
	Name:	Robert S. Whatley	 	 
	Title:	Vice President	 	 
	
EFP CORPORATION	
 	

 
	

By:	

/s/  ROBERT S. WHATLEY      
	
 	

 
	Name:	Robert S. Whatley	 	 
	Title:	Vice President	 	 




[Signature Page to Third Amendment to Loan and Security Agreement] 


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

 
	

By:	

	
 	

 
	Name:	
	 	 
	Title:	Senior Vice President	 	 




[Signature Page to Third Amendment to Loan and Security Agreement] 


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



	LOAN PARTIES:	 	 
	
LOWY GROUP, INC.	
 	

 
	

By:	
 	

/s/  ROBERT S. WHATLEY      
	
 	

 
	Name:	 	Robert S. Whatley	 	 
	Title:	 	Vice President	 	 
	
RAIDER INDUSTRIES INC.	
 	

 
	

By:	
 	

/s/  ROBERT S. WHATLEY      
	
 	

 
	Name:	 	Robert S. Whatley	 	 
	Title:	 	Vice President	 	 
	
SWK HOLDINGS, INC.	
 	

 
	

By:	
 	

/s/  ROBERT S. WHATLEY      
	
 	

 
	Name:	 	Robert S. Whatley	 	 
	Title:	 	Vice President	 	 
	
UNIVERSAL BRIXIUS, INC.	
 	

 
	

By:	
 	

/s/  ROBERT S. WHATLEY      
	
 	

 
	Name:	 	Robert S. Whatley	 	 
	Title:	 	Vice President	 	 
	
MORGAN TRAILER FINANCIAL CORPORATION	
 	

 
	

By:	
 	

/s/  ROBERT S. WHATLEY      
	
 	

 
	Name:	 	Robert S. Whatley	 	 
	Title:	 	Vice President	 	 
	
MORGAN TRAILER FINANCIAL MANAGEMENT, L.P.	
 	

 
	

By:	
 	
MORGAN TRAILER MFG. CO.,
 its general partner	
 	

 
	

 	
 	

By:	

/s/  ROBERT S. WHATLEY      
	
 	

 
	 	 	Name:	Robert S. Whatley	 	 
	 	 	Title:	Vice President	 	 
	
COMMERCIAL BABCOCK INC.	
 	

 
	

By:	
 	

/s/  ROBERT S. WHATLEY      
	
 	

 
	Name:	 	Robert S. Whatley	 	 
	Title:	 	Vice President	 	 




[Signature Page to Third Amendment to Loan and Security Agreement] 


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Exhibit 10.4


THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

RECITALS