Exhibit 10.16
EIGHTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT
THIS EIGHTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT (THE "AMENDMENT") IS
MADE EFFECTIVE AS OF THE 7TH DAY OF OCTOBER, 2008, BY AND AMONG J.B.
POINDEXTER & CO., INC., A DELAWARE CORPORATION, WITH ITS PRINCIPAL OFFICE AT
600 TRAVIS STREET, SUITE 200, HOUSTON, TEXAS 77002 ("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, MO LLC,EFP LLC,
FEDERAL COACH AND RMC ARE COLLECTIVELY REFERRED TO AS "BORROWERS"), THE OTHER
LOAN PARTIES SIGNATORY HERETO, LASALLE BANK NATIONAL ASSOCIATION, A NATIONAL
BANKING ASSOCIATION, WITH ITS OFFICE AT 135 SOUTH LASALLE STREET, SUITE 425,
CHICAGO, ILLINOIS 60603, FOR ITSELF, AS A LENDER (AS HEREINAFTER DEFINED), AND
AS AGENT FOR THE LENDERS, AND ALL OTHER LENDERS THAT ARE NOW OR HEREAFTER
PARTIES TO THE LOAN AGREEMENT (AS HEREINAFTER DEFINED).
PRELIMINARY STATEMENTS
(A)
Loan Parties, Agent and Lenders executed a
certain Loan and Security Agreement dated March 15, 2004 (as amended, restated,
extended or otherwise modified from time to time, the "Loan Agreement") and
various "Other Agreements" as defined therein, in connection with certain loan
facilities.
(B)
Borrower has requested and Lender has agreed
to amend the Loan Agreement on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and such other consideration as
the parties mutually agree, the parties hereto agree as follows:
AGREEMENT
1.
PRELIMINARY STATEMENTS.
THE
PRELIMINARY STATEMENTS SET FORTH ABOVE ARE ACCURATE, REPRESENT THE INTENT OF THE
PARTIES HERETO AND ARE INCORPORATED HEREIN BY REFERENCE.
UNLESS OTHERWISE
DEFINED IN THIS AMENDMENT, CAPITALIZED TERMS USED HEREIN WILL HAVE THE SAME
MEANING IN THIS AMENDMENT AS SET FORTH IN THE LOAN AGREEMENT.
2.
SPECIFIC AMENDMENTS TO LOAN AGREEMENT.
LOAN PARTIES, AGENT AND LENDERS HEREBY AGREE THAT THE LOAN AGREEMENT IS HEREBY
AMENDED AND MODIFIED AS FOLLOWS:
A.
New Definitions.
The following definitions
are hereby added to Section 1 of the Loan Agreement in alphabetical order:
""Dominion Account" shall have the meaning specified in subsection 8(a) hereof.
"Systems Day One" shall mean the date upon which Agent's system of record for
loans and deposits shall convert to the system of record for loans and deposits
used by Bank of America, N.A."
B.
Removed Definition.
The defined term
"Blocked Account" set forth in Section 1 of the Loan Agreement is hereby deleted
in its entirety.
C.
Collections.
Subsection 8(a) of the Loan
Agreement is hereby amended and restated in its entirety as follows:
"(a)
Within thirty (30) days after the Closing Date,
each Borrower shall establish one or more account (the "Dominion Account") in
Agent's name with a financial institution