all other
agreements, documents, or instruments now or hereafter executed and delivered
pursuant to the terms hereof or pursuant to the terms of the Loan Agreement as
amended hereby, are hereby amended so that any reference in such document to the
Loan Agreement shall mean a reference to the Loan Agreement as amended hereby.
Section 5.4
Successors and Assigns. This
Amendment is binding upon and shall inure to the benefit of Borrowers, Agent and
the Lenders and their respective successors and assigns, except no Borrower may
assign or transfer any of its respective rights or obligations hereunder without
the prior written consent of Agent.
Section 5.5
WAIVER AND RELEASE. IN
CONSIDERATION OF THIS AGREEMENT, EACH BORROWER REPRESENTS AND WARRANTS THAT
THERE ARE NO OFFSETS, DEFENSES OR COUNTERCLAIMS AGAINST OR IN RESPECT OF ITS
OBLIGATIONS UNDER THE LOAN AGREEMENT OR THE OTHER AGREEMENTS AND EACH BORROWER
HEREBY RELEASES AND DISCHARGES AGENT, THE LENDERS AND THEIR RESPECTIVE AGENTS,
EMPLOYEES, SUCCESSORS AND ASSIGNS, OF AND FROM ALL CLAIMS, ACTIONS, CAUSES OF
ACTION, DAMAGES, COSTS, EXPENSES AND LIABILITIES, KNOWN OR UNKNOWN, FIXED,
CONTINGENT OR CONDITIONAL, AT LAW OR IN EQUITY, IN CONNECTION WITH THE LOAN
AGREEMENT AND THE OTHER AGREEMENTS OR ANY TRANSACTIONS OR ACTS IN CONNECTION
THEREWITH, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE OF THIS
AGREEMENT, WHICH ANY SUCH BORROWER MAY HAVE AGAINST ANY SUCH
PERSON, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS, ACTIONS, CAUSES
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OF ACTION, DAMAGES, COSTS, EXPENSES OR LIABILITIES ARE BASED ON CONTRACT, TORT
OR OTHERWISE.
Section 5.6
Applicable Law. This Amendment
shall be governed by and construed in accordance with laws governing the Loan
Agreement.
Section 5.7
Counterparts. This Amendment
may be executed in one or more counterparts, and on telecopy or electronic
counterparts each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
agreement.
Section 5.8
ENTIRE AGREEMENT. THIS
AMENDMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO RELATING
TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PRIOR AGREEMENTS,
WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER OF THIS AMENDMENT. THIS
AMENDMENT MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
SIGNATURES FOLLOW
REMAINDER OF PAGE BLANK
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IN WITNES WHEREOF, the parties hereto have executed and delivered this Amendment
effective as of the Amendment Date.
BORROWERS:
J.B. POINDEXTER & CO., INC.
MORGAN TRUCK BODY, LLC
TRUCK ACCESSORIES GROUP, LLC
MIC GROUP, LLC
MORGAN OLSON, LLC
EFP, LLC
FEDERAL COACH, LLC
By:
/s/ Michael J. O'Connor
Name:
Michael J. O'Connor
Title:
Chief Financial Officer
AGENT AND LENDERS:
BANK OF AMERICA, N.A., as Agent and Lender
By:
/s/ Dan Clubb
Name:
Dan Clubb
Title:
Vice President
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