Exhibit 10.13


 


LIMITED CONSENT, JOINDER
AND FIFTH OMNIBUS AMENDMENT


 


This LIMITED
CONSENT, JOINDER AND FIFTH OMNIBUS AMENDMENT (this “Consent and Amendment”)
is entered into as of this 30th day of April, 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 (other than RMC), 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 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 and
that certain Limited Consent, Joinder and Fourth Omnibus Amendment, dated as of
October 10, 2006 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 RMC, Richard
Newman (the “Seller”), MIC LLC, as buyer, are parties to a Stock
Purchase Agreement (“RMC 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 RMC for an estimated purchase price of
$12,200,000 (as the same may be adjusted in accordance with the RMC Purchase
Agreement) payable pursuant to the RMC Purchase Agreement (the “RMC Purchase”);
and


 


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


 


SECTION 2.         Joinder. RMC hereby assumes, and agrees to
perform, for the benefit of Agent and Lenders, all of the Liabilities of a
Borrower and a Loan Party under the Loan Agreement, as direct and primary
obligations of RMC (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 Borrower and a Loan Party as if
it had been a signatory thereto as of the date thereof; provided that
the representations and warranties made by RMC 
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 “RMC” is hereby
inserted into the Loan Agreement in alphanumeric order:


 


““RMC”
means Richard’s Manufacturing Company, an Oklahoma 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 (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, Kellerman Coach, State Wide or RMC shall
mean the date on which Agent shall provide its written approval to the
inclusion of Commercial Babcock Inc., Federal Coach, Kellerman Coach, State
Wide or RMC, as applicable, as a Respective Loan Party pursuant to Subsection
13(d)(ii)(5) of this Agreement.”


 


(c)     Each of the following Exhibits and Schedules
to the Loan Agreement is hereby amended and restated in its entirety to read as
provided on the Exhibits and Schedules attached hereto
corresponding thereto:


 


2

















 


(1)Exhibit A — Business and Collateral Locations


 


Exhibit E — Notice
Information


 


Schedule 11(e) —
Permitted Liens


 


Schedule 11(f) —
Corporate Organizational Numbers


 


Schedule 11(i) —
Affiliate Transactions


 


Schedule 11(j) — Names
& Trade Names


 


Schedule 11(n) —
Indebtedness


 


Schedule 11(p) — Parent, Subsidiaries And Affiliates


 


Schedule 11(r) —Employment
Matters


 


Schedule 11(t) —
Environmental Matters


 


Schedule 11(u) — ERISA


 


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


 


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 that agree on or prior to June 30,
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 applicable Loan Party, applicable bank and Agent
with respect to each account of Loan Parties 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 acknowledge and agree 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.


 


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;


 






(1)           Loan Parties to determine
which Disclosure Schedules need to be amended in connection with the RMC Acquisition.


 


3

















 


(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 RMC (A)
certifying that (i) the RMC 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 RMC Purchase has been consummated in accordance with the RMC 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;


 


(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.


 


4

















 


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.


 


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:

  	
  R.S. Whatley

  	
   

  	
   

  
	
  Title: 

  	
  V.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MORGAN TRUCK BODY, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  R.S. Whatley

  	
   

  	
   

  
	
  Title: 

  	
  V.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRUCK ACCESSORIES GROUP, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  R.S. Whatley

  	
   

  	
   

  
	
  Title: 

  	
  V.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MIC GROUP, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  R.S. Whatley

  	
   

  	
   

  
	
  Title: 

  	
  V.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MORGAN OLSON, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  R.S. Whatley

  	
   

  	
   

  
	
  Title: 

  	
  V.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EFP, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  R.S. Whatley

  	
   

  	
   

  
	
  Title: 

  	
  V.P.

  	
   

  	
   

  	
   

  
						



 


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


 

















 


	
  FEDERAL COACH, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  R.S. Whatley

  	
   

  	
   

  
	
  Title: 

  	
  V.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  RICHARD’SMANUFACTURING COMPANY

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
   

  	
   

  	
   

  
	
  Title: 

  	
   

  	
   

  	
   

  
						



 


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


 

















 


AGENT
AND LENDER:


 


 


	
  LASALLE BANK NATIONAL ASSOCIATION,

  	
   

  
	
  as Agent and Lender

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
   

  	
   

  	
   

  
	
  Title: 

  	
   

  	
   

  	
   

  
						



 


[Signature Page
Limited Consent, Joinder and Fifth 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: 

  	
  R.S. Whatley

  	
   

  	
   

  
	
  Title: 

  	
  V.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  RAIDER INDUSTRIES INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  R.S. Whatley

  	
   

  	
   

  
	
  Title: 

  	
  V.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  SWK HOLDINGS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  R.S. Whatley

  	
   

  	
   

  
	
  Title: 

  	
  V.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  UNIVERSAL BRIXIUS, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  R.S. Whatley

  	
   

  	
   

  
	
  Title: 

  	
  V.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  MORGAN TRAILER FINANCIAL CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  T. Daly

  	
   

  	
   

  
	
  Title: 

  	
  President

  	
   

  	
   

  
						



 


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


 

















 


MORGAN
TRAILER FINANCIAL


MANAGEMENT,
L.P.


 


	
  By:

  	
  MORGAN
  TRUCK BODY, LLC,

  	
   

  
	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  R.S. Whatley

  	
   

  	
   

  
	
   

  	
  Title: 

  	
  V.P.

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  COMMERCIAL BABCOCK INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  R.S. Whatley

  	
   

  	
   

  
	
  Title: 

  	
  V.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EAGLE SPECIALTY VEHICLES, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  R.S. Whatley

  	
   

  	
   

  
	
  Title: 

  	
  V.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STATE WIDE ALUMINUM, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  R.S. Whatley

  	
   

  	
   

  
	
  Title: 

  	
  V.P.

  	
   

  	
   

  	
   

  
																



 


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


 

















 


Annex A


 


[See Attached.]


 


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