Exhibit 10.11


 


Execution copy


 


AMENDMENT
NO. 4 TO LOAN AND SECURITY AGREEMENT 


 


This AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (this
“Amendment”) is entered into as of this 25th day of April,
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 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, Borrowers, the other Loan Parties, Agent and
Lenders have entered into that certain Loan and Security Agreement dated as of March 15,
2004 (as amended by that certain First Amendment dated as of May 13, 2004,
that certain Limited Consent and Second Amendment dated as of November 3,
2004, that certain Limited Consent and Omnibus Amendment dated as of December 30,
2004, that certain Third Amendment dated as of January 20, 2005 and as may
be further amended, supplemented, restated or otherwise modified from time to
time, the “Loan Agreement”); and


 


WHEREAS, Borrowers and the other Loan Parties desire
that Agent and 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,
Borrowers, the other Loan Parties, Agent and Lenders hereby agree as follows:


 


SECTION 1.                            Amendments
to Loan Agreement and Other Agreements.


 


(a)                                  The definition of “Permitted Liens” in Section 1 of the Loan
Agreement is hereby amended by replacing the period at the end thereof with “;
and” and adding the following new clause (xvii) at the end thereof:


 


“(xvii)  liens
granted by Morgan to secure any Indebtedness permitted under subsection 13(b)(xiv)
hereof; provided that an intercreditor and subordination agreement, on
terms and conditions acceptable to Agent, shall have been entered into between each
of the applicable lenders or financial institutions and Agent with respect to such
liens.”


 





















 


(b)                                 Section 13(a) of the Loan Agreement is
hereby amended and restated to read in its entirety as follows:


 


“No
Loan Party shall, or shall permit any of its Subsidiaries to, assume, guarantee
or endorse, or otherwise become liable in connection with, the obligations of
any Person, except (i) by endorsement of instruments for deposit or
collection or similar transactions in the ordinary course of business; (ii) the
guarantees of the Liabilities by any Loan Party or any of its Subsidiaries; (iii) the
guarantees of the Subsidiaries of Poindexter of the obligations of Poindexter
under the Senior Note Documents; (iv) guarantees by any Loan Party to the
extent such guarantees constitute Indebtedness of such Loan Party permitted
under subsection 13(b) hereof; (v) guarantees by any Loan
Party of obligations of any other Loan Party in respect of (x) capital leases
permitted to be incurred under subsection 13(b)(iv) hereof
and/or (y) operating leases, (vi) guarantees by any Unrestricted
Subsidiary of any Indebtedness which any Unrestricted Subsidiary is permitted
to incur under subsection 13(b) hereof and (vii) guarantees
by Poindexter of the Indebtedness which Morgan is permitted to incur under subsection 13(b)(xiv)
hereof.”


 


(c)                                  Section 13(b) of the Loan Agreement is
hereby amended by replacing the period at the end thereof with “; and” and
adding the following new subsection (xiv) at the end thereof:


 


“(xiv)  Indebtedness
incurred by Morgan pursuant to one or more promissory notes issued by Morgan in
an aggregate principal amount not to exceed $6,000,000 at any time outstanding
to certain lenders or financial institutions providing Morgan with credit,
loans and financing accommodations for the purchase of motor vehicles and
chassis by Morgan from certain chassis manufacturers (which may also be such a
lender).”


 


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 Borrowers, Loan Parties, 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 Agent and each Lender to enter into this Amendment, each Loan Party
hereby represents and warrants to 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;


 


2





















 


(b)                                 the execution, delivery
and performance by 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 Loan Parties
enforceable against 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 Loan Parties, the performance by
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 Agent or 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 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, 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.


 


3





















 


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]


 


4





















 


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:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MORGAN TRAILER MFG. CO.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUCK ACCESSORIES GROUP, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MAGNETIC INSTRUMENTS CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MORGAN OLSON CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EFP CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
						



 


 


[Signature Page to Amendment No. 4]


 


S-1





















 


	
  AGENT AND LENDER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LASALLE BANK NATIONAL ASSOCIATION,

  as Agent and Lender

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
						



 


 


[Signature Page to Amendment No. 4]


 


S-2





















 


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


 


	
  LOAN PARTIES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LOWY GROUP, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  RAIDER INDUSTRIES INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SWK HOLDINGS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  UNIVERSAL BRIXIUS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MORGAN TRAILER FINANCIAL CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
						



 


 


[Signature Page to Amendment No. 4]


 


S-3





















 


	
  MORGAN TRAILER FINANCIAL

  	
   

  
	
  MANAGEMENT, L.P.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  MORGAN TRAILER MFG. CO.,

  	
   

  
	
   

  	
  its
  general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  COMMERCIAL BABCOCK INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
											



 


 


[Signature Page to Amendment No. 4]


 


S-4