Exhibit 10.14


 


LIMITED CONSENT, JOINDER AND SIXTH
OMNIBUS AMENDMENT


 


This LIMITED
CONSENT, JOINDER AND SIXTH OMNIBUS AMENDMENT (this “Consent and Amendment”)
is entered into as of this         day
of August, 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 Tarlton and Handley, each 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 Ameandment,
dated as of March, 17, 2006, that certain Limited Consent, Joinder and Fourth
Omnibus Amendment, dated as of October 10, 2006 and that certain Limited
Consent, Joinder and Fifth Omnibus Amendment, dated as of April 30, 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 Tarlton Supply
Co., a Texas corporation (“Tarlton”), Handley, L.P., a Texas limited
partnership (“Handley” and together with Tarlton, each a “Company”
and collectively, the “Companies”), stockholders and partners of the Companies
(as applicable) identified therein (the “Sellers”), MIC LLC, as buyer,
are parties to a Stock Purchase Agreement (the “Purchase Agreement”),
dated on or about the date hereof, pursuant to which MIC LLC has acquired from
the Sellers all of the issued and outstanding ownership interests of each
Company for an estimated purchase price of $19,065,000.00 (as the same may be
adjusted in accordance with the Purchase Agreement) payable pursuant to the
Purchase Agreement (the “Purchase”); and


 

















 


WHEREAS,
Borrowers and the other Loan Parties desire that (i) Agent and Lenders provide
their consent to the Purchase, (ii) 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 Purchase.


 


SECTION 2.         Joinder. Each of Tarlton and Handley 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 Tarlton and Handley, respectively (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 Tarlton and Handley 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 “Handley”
is hereby inserted into the Loan Agreement in alphanumeric order:


 


““Handley”
means Handley, L.P., a Texas limited partnership.”


 


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


 


““Tarlton”
means Tarlton Supply Co., a Texas corporation.”


 


(c)     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 and
Tarlton, (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 or Tarlton shall mean the date on which Agent
shall provide its written approval 


 


2

















 


to the inclusion
of Commercial Babcock Inc., Federal Coach, Eagle LLC, State Wide, RMC, Handley
or Tarlton, as applicable, as a Respective Loan Party pursuant to Subsection
13(d)(ii)(5) of this Agreement.”


 


(d)           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 each of Handley and Tarlton.


 


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)           [post-closing items to be determined]


 


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)     Agent shall have received, in form
and substance reasonably satisfactory to Agent, an officer’s certificate of Borrower
Representative (A) certifying that (i) 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); and (ii) the Purchase has been consummated in accordance with the Purchase
Agreement; and


 


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


 


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;


 


3

















 


(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 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.


 


4

















 


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]


 


5

















 


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 Sixth Omnibus Amendment]


 

















 


 


	
  FEDERAL COACH, LLC

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  RICHARD’S
  MANUFACTURING COMPANY

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


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


 

















 


	
  AGENT AND LENDER:

  
	
   

  
	
   

  
	
  LASALLE BANK NATIONAL ASSOCIATION,

  as
  Agent and Lender

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


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


 

















 


Annex A


 


[See Attached.]


 


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