Exhibit 10.11
Execution copy
AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (this "Amendment") is
entered into as of this 25th day of April, 2005 by and among J.B. POINDEXTER &
CO., INC., a Delaware corporation ("Poindexter"), MORGAN TRAILER MFG. CO., a New
Jersey corporation ("Morgan"), TRUCK ACCESSORIES GROUP, INC., a Delaware
corporation ("TAG"), MAGNETIC INSTRUMENTS CORP., a Delaware corporation ("MIC"),
MORGAN OLSON CORPORATION, a Delaware corporation ("MOC") and EFP CORPORATION, a
Delaware corporation ("EFP") (Poindexter, Morgan, TAG, MIC, MOC and EFP 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 Amendment shall have the meanings ascribed to them by the Loan
Agreement (as hereinafter defined).
RECITALS
WHEREAS, Borrowers, 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 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 dated as of January 20, 2005 and as may be further amended,
supplemented, restated or otherwise modified from time to time, the "Loan
Agreement"); and
WHEREAS, Borrowers and the other Loan Parties desire that Agent and Lenders
amend certain provisions of the Loan Agreement 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.
AMENDMENTS TO LOAN AGREEMENT AND OTHER
AGREEMENTS.
(A)
THE DEFINITION OF "PERMITTED LIENS" IN
SECTION 1 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY REPLACING THE PERIOD AT THE
END THEREOF WITH "; AND" AND ADDING THE FOLLOWING NEW CLAUSE (XVII) AT THE END
THEREOF:
"(xvii)
liens granted by Morgan to secure any Indebtedness permitted under
subsection 13(b)(xiv) hereof; provided that an intercreditor and subordination
agreement, on terms and conditions acceptable to Agent, shall have been entered
into between each of the applicable lenders or financial institutions and Agent
with respect to such liens."
(B)
SECTION 13(A) OF THE LOAN AGREEMENT IS
HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
"No Loan Party shall, or shall permit any of its Subsidiaries to, assume,
guarantee or endorse, or otherwise become liable in connection with, the
obligations of any Person, except (i) by endorsement of instruments for deposit
or collection or similar transactions in the ordinary course of business;
(ii) the guarantees of the Liabilities by any Loan Party or any of its
Subsidiaries; (iii) the guarantees of the Subsidiaries of Poindexter of the
obligations of