Exhibit 10.15


 


LIMITED CONSENT, JOINDER
AND SEVENTH OMNIBUS AMENDMENT


 


This LIMITED
CONSENT, JOINDER AND SEVENTH OMNIBUS AMENDMENT (this “Consent and Amendment”)
is entered into as of this 4th day of September, 2007 by and among J.B. POINDEXTER & CO., INC., a
Delaware corporation (“Poindexter”), MORGAN TRUCK BODY, LLC, a Delaware
limited liability company (“Morgan LLC”), TRUCK ACCESSORIES GROUP, LLC, a
Delaware limited liability company (“TAG LLC”), MIC GROUP, LLC, a
Delaware limited liability company (“MIC LLC”), MORGAN OLSON, LLC, a
Delaware limited liability company (“MO LLC”), EFP, LLC, a Delaware
limited liability company (“EFP LLC”), FEDERAL COACH, LLC, a Delaware
limited liability company (“Federal Coach”) and RICHARD’S MANUFACTURING
COMPANY, an Oklahoma corporation (“RMC”) (Poindexter, Morgan LLC, TAG
LLC, MIC LLC, MOC LLC, EFP LLC, Federal Coach and RMC 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 Consent and
Amendment shall have the meanings ascribed to them by the Loan Agreement (as
hereinafter defined).


 


RECITALS


 


WHEREAS,
Borrowers, the other Loan Parties (other than M&M as defined below), 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 to Loan and
Security Agreement 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
to Loan and Security Agreement dated as of January 20, 2005, that certain
Amendment No. 4 to Loan and Security Agreement dated as of April 25, 2005, that
certain Limited Consent and Second Omnibus Amendment, dated as of June 7, 2005,
that certain Third Omnibus Amendment, dated as of January 20, 2006, that
certain Limited Consent and Fourth Omnibus Amendment, dated as of March, 17,
2006, that certain Limited Consent, Joinder and Fourth Omnibus Amendment, dated
as of October 10, 2006, that certain Limited Consent, Joinder and Fifth Omnibus
Amendment, dated as of April 30, 2007 and that certain Limited Consent, Joinder
and Sixth Omnibus Amendment, dated as of August 22, 2007 and as may be further
amended, supplemented, restated or otherwise modified from time to time, the “Loan
Agreement”);


 


WHEREAS,
Borrowers and the other Loan Parties have advised Agent that Machine &
Manufacturing I, Inc., a Texas corporation (“M&M”), Ramesh Patel (the
“Seller”), MIC LLC, as buyer, are parties to a Stock Purchase Agreement
(“M&M Purchase Agreement”), dated on or about the date hereof,
pursuant to which MIC LLC has acquired from the Seller all of the issued and
outstanding Capital Stock of M&M for an estimated purchase price of $8,300,000
(as the same may be adjusted in accordance with the M&M Purchase Agreement)
payable pursuant to the M&M Purchase Agreement (the “M&M Purchase”);
and


 

















 


WHEREAS,
Borrowers and the other Loan Parties desire that (i) Agent and Lenders provide
their consent to the M&M Purchase, (ii) M&M become a Loan Party under
the Loan Agreement and (iii) certain provisions of the Loan Agreement be
amended 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.         Limited Consents. Subject to the conditions
precedent set forth in Section 5 hereof, Agent and Lenders hereby
consent to the M&M Purchase.


 


SECTION 2.         Joinder. M&M hereby assumes, and agrees
to perform, for the benefit of Agent and Lenders, all of the Liabilities of a
Loan Party under the Loan Agreement, as direct and primary obligations of M&M
(including any such Liabilities that may have accrued prior to the date
hereof), and further agrees that it shall comply with and be fully bound by the
terms of the Loan Agreement as a Loan Party as if it had been a signatory
thereto as of the date thereof; provided that the representations and
warranties made by M&M thereunder shall be deemed true and correct as of
the date of this Consent and Amendment.


 


SECTION 3.         Amendments to Loan
Agreement and Other Agreements.


 


(a)           The following new definition of “M&M”
is hereby inserted into the Loan Agreement in alphanumeric order:


 


““M&M”
means Machine & Manufacturing I, Inc., a Texas corporation.”


 


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


 


““Respective Loan Parties” shall mean (i)
with respect to Poindexter, Poindexter, Raider Industries Inc., and at all
times from and after the “Respective Effective Date” Federal Coach and Eagle
LLC, (ii) with respect to Morgan LLC, Morgan LLC, Morgan Trailer Financial
Corporation, Morgan Trailer Financial Management, L.P. and at all times from
and after the “Respective Effective Date” Commercial Babcock Inc., (iii) with
respect to MIC LLC, MIC LLC, SWK Holdings, Inc, Universal Brixius, LLC and at
all times from and after the “Respective Effective Date”, RMC, Handley, Tarlton
and M&M, (iv) with respect to TAG LLC, TAG LLC and at all times from and
after the “Respective Effective Date” State Wide, (v) with respect to MO LLC,
MO LLC and (vi) with respect to EFP LLC, EFP LLC. As used above, “Respective
Effective Date” with respect to Commercial Babcock Inc., Federal Coach, Eagle
LLC, State Wide, RMC, Handley, Tarlton or M&M shall mean the date on which
Agent shall provide its written approval to the inclusion of Commercial Babcock
Inc., Federal Coach, Eagle LLC, State Wide, RMC, Handley, Tarlton or M&M,
as applicable, as a Respective Loan Party pursuant to Subsection
13(d)(ii)(5) of this Agreement.”


 


2

















 


(c)           Omnibus Amendment to Other Agreements. Each reference in each Other
Agreement to “Loan Party” and/or “Loan Parties”, as applicable, shall be deemed
to include a reference to M&M.


 


SECTION 4.         Acknowledgements
and Post-Closing Matters.


 


(a)           The Borrowers and the Loan Parties covenant and agree
that the Borrowers and the Loan Parties shall deliver, or shall cause to be
delivered, to Agent (each in form and substance satisfactory to Agent) such
other documents, agreements, certificates or other items as Agent shall
reasonably require to effectuate the intent of this Consent and Amendment.


 


(b)           The Borrowers and the Loan Parties covenant and agree
that on or prior to October 5, 2007 the Borrowers and the Loan Parties shall
deliver to Agent amended and restated Exhibits and Schedules to the Loan
Agreement reflecting the joinder of M&M as a Loan Party under the Loan
Agreement as set forth herein, each in form and substance satisfactory to Agent.
Notwithstanding anything to the contrary contained in the Loan Agreement or
herein, each of the Loan Parties further acknowledges and agrees that failure
by the Loan Parties to timely satisfy the requirement set forth in this clause
(b) shall constitute an immediate Event of Default under the
Loan Agreement without any further notice or grace period of any kind.


 


(c)           The Borrowers and the Loan Parties
covenant and agree that on or prior to October 5, 2007 the Borrowers and the
Loan Parties shall deliver to Agent a legal opinion of Loan Parties’ counsel in
connection with this Consent and Amendment and the joinder of M&M as a Loan
Party under the Loan Agreement and the Other Agreements, in form and substance
satisfactory to Agent. Notwithstanding anything to the contrary contained in
the Loan Agreement or herein, each of the Loan Parties further acknowledges and
agrees that failure by the Loan Parties to timely satisfy the requirement set
forth in this clause (c) shall constitute an immediate
Event of Default under the Loan Agreement without any further notice or grace
period of any kind.


 


(d)           The Borrowers and the Loan Parties
covenant and agree that on or prior to October 5, 2007 the Borrowers and the
Loan Parties shall deliver to Agent an officer’s certificate of Borrower
Representative, in form and substance satisfactory to Agent, (i) certifying
that the Purchase 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) certifying that
the Purchase has been consummated in accordance with the Purchase Agreement and
(iii) certifying and attaching executed copies of the Purchase Agreement and
all related agreements and documents. Notwithstanding anything to the contrary
contained in the Loan Agreement or herein, each of the Loan Parties further
acknowledges and agrees that failure by the Loan Parties to timely satisfy the
requirement set forth in this clause (d) shall constitute
an immediate Event of Default under the Loan Agreement without any further
notice or grace period of any kind.


 


(e)           The Borrowers and the Loan Parties
covenant and agree that on or prior to September 13, 2007 the Borrowers and the
Loan Parties shall cause to be delivered to Agent file-stamped copies of each
of the UCC termination statements terminating each of the below listed UCC
filings, each in form and substance satisfactory to Agent. Notwithstanding
anything to the 


 


3

















 


contrary contained in the Loan Agreement or herein, each of
the Loan Parties further acknowledge and agree that failure by the Loan Parties
to timely satisfy the requirement set forth in this clause (e) shall constitute
an immediate Event of Default under the Loan Agreement without any further notice
or grace period of any kind.


 




	
  Secured Party

  	
   

  	
  Debtor

  	
   

  	
  Jurisdiction

  	
   

  	
  File Number

  
	
  Compass Bank

  	
   

  	
  Machine &
  Manufacturing, LP

  	
   

  	
  Texas SOS

  	
   

  	
  50010823897

  
	
  Compass Bank

  	
   

  	
  Machine &
  Manufacturing I, Inc.

  	
   

  	
  Texas SOS

  	
   

  	
  01-00090929

  






 


(f)            The Borrowers and the Loan Parties
covenant and agree that on or prior to October 5, 2007 the Borrowers and the
Loan Parties shall cause to be delivered to Agent copies of the cover or other
pages of the insurance policies of M&M showing the insurance policy numbers
together with insurance certificates and executed additional insured and loss
payee endorsements (as applicable) with respect to such insurance policies
listing Agent as additional insured and/or loss payee, as applicable, each in
form and substance reasonable satisfactory to Agent. Notwithstanding anything
to the contrary contained in the Loan Agreement or herein, each of the Loan
Parties further acknowledge and agree that failure by the Loan Parties to
timely satisfy the requirement set forth in this clause (f) shall constitute
an immediate Event of Default under the Loan Agreement without any further
notice or grace period of any kind.


 


(g)           The Borrowers and the Loan Parties
covenant and agree that on or prior to October 5, 2007 the Borrowers and the
Loan Parties shall deliver to Agent, a duly executed account control agreement,
in form and substance reasonable satisfactory to Agent, by and among M&M,
applicable bank and Agent with respect to each account of M&M into
which any cash, checks, drafts or other similar items of payment
relating to or constituting payments made in respect of any and all Collateral
are deposited as required pursuant to Section 8(a) of the Loan Agreement.
Notwithstanding anything to the contrary contained in the Loan Agreement or
herein, each of the Loan Parties further acknowledges and agrees that failure
by the Loan Parties to timely satisfy the requirement set forth in this clause
(g) shall constitute an immediate Event of Default under the Loan
Agreement without any further notice or grace period of any kind.


 


SECTION 5.         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 Borrowers, Loan Parties, Agent and each Lender;


 


(b)     Agent shall have received each of the agreements,
documents, certificates, opinions or other instruments listed on the closing
checklist attached hereto as Annex A, each duly executed by the parties
thereto (as applicable) and each in form and substance satisfactory to Agent
and on or before the dates listed therein;


 


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


 


4

















 


SECTION 6.         Representations
and Warranties.
In order to induce Agent and each Lender to enter into this Consent and
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 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 in all
material respects 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 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 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
Consent and 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 formation,
bylaws or operating agreement 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 7.         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 consents 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 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 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 


 


5

















 


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 8.         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 Consent and Amendment.


 


SECTION 9.         GOVERNING
LAW. THIS
CONSENT AND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF ILLINOIS.


 


SECTION 10.       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 11.       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]


 


6

















 


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:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  MORGAN TRUCK BODY, LLC

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  TRUCK ACCESSORIES GROUP, LLC

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  MIC GROUP, LLC

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  MORGAN OLSON, LLC

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  EFP, LLC

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


[Signature Page Limited
Consent, Joinder and Seventh Omnibus Amendment]


 

















 


	
  FEDERAL COACH, LLC

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  RICHARD’S MANUFACTURING 

  COMPANY

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


[Signature Page Limited
Consent, Joinder and Seventh Omnibus Amendment]


 

















 


	
  AGENT
  AND LENDER:

  
	
   

  
	
  LASALLE
  BANK NATIONAL ASSOCIATION,

  
	
  as Agent and Lender

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


[Signature Page Limited
Consent, Joinder and Seventh Omnibus Amendment]


 

















 


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:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  RAIDER INDUSTRIES INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  SWK HOLDINGS, INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  UNIVERSAL BRIXIUS, LLC

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  MORGAN TRAILER FINANCIAL CORPORATION

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


[Signature Page Limited
Consent, Joinder and Seventh Omnibus Amendment]


 

















 


	
  MORGAN
  TRAILER FINANCIAL

  
	
  MANAGEMENT, L.P.

  
	
   

  
	
  By:

  	
  MORGAN TRUCK BODY, LLC,

  
	
   

  	
  its
  general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  
	
  COMMERCIAL BABCOCK INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  EAGLE SPECIALTY VEHICLES, LLC

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  STATE WIDE ALUMINUM, INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  TARLTON SUPPLY CO.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  HANDLEY L.P.

  
	
   

  
	
  By:

  	
  MIC GROUP, LLC,

  
	
   

  	
  its
  general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


[Signature Page Limited Consent, Joinder and Seventh
Omnibus Amendment]


 

















 


	
  MACHINE & MANUFACTURING I, INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


[Signature Page Limited
Consent, Joinder and Seventh Omnibus Amendment]


 

















 


Annex A


 


[See Attached.]


 


[Signature Page Limited
Consent, Joinder and Seventh Omnibus Amendment]