AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
J.B. POINDEXTER & CO, INC.
1100 Louisiana Street
Suite 5400
Houston, Texas 77002
June __, 1999
Congress Financial Corporation
1133 Avenue of the Americas
New York, New York 10036
Ladies and Gentlemen:
Congress Financial Corporation ("Lender"), J.B. Poindexter & Co., Inc.
("Borrower"), EFP Corporation ("EFP"), Lowy Group, Inc. ("Lowy"), Magnetic
Instruments Corp. ("MIC"), Morgan Trailer Mfg. Co. ("Morgan"), Truck Accessories
Group, Inc. ("TAG"), and Raider Industries Inc. ("Raider"; and together with
EFP, Lowy, MIC, Morgan and TAG, each individually, a "Guarantor" and,
collectively, "Guarantors") have entered into certain financing arrangements as
set forth in the Loan and Security Agreement, dated as of June 28, 1996, by and
among Lender, Borrower and Guarantors, as amended by Amendment No. 1 to Loan and
Security Agreement, dated May 13, 1998, by and among Lender, Borrower and
Guarantors, Amendment No. 2 to Loan and Security Agreement, dated as of June 30,
1998, by and among Lender, Borrower and Guarantors (and as amended hereby and as
heretofore amended or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced, the "Loan Agreement"), together with
all other agreements, documents, supplements and instruments now or at any time
hereafter executed and/or delivered by Borrower, Guarantors or any other person,
with, to or in favor of Lender in connection therewith (all of the foregoing,
together with this Amendment and the other agreements and instruments delivered
hereunder, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, collectively, the
"Financing Agreements"). For purposes of this Amendment, unless otherwise
defined herein, all capitalized terms used herein, shall have the respective
meanings ascribed to them in the Loan Agreement.
Borrower and Guarantors have requested that Lender amend Section
9.7(b)(viii)(E) of the Loan Agreement to decrease the number of days by which
Lender must receive prior written notice of a sale of assets by Borrower or any
Obligor. Lender is willing to do so to the extent and subject to the terms and
conditions set forth herein.
In consideration of the foregoing, the mutual agreements and covenants
contained in this Amendment No. 3 to Loan and Security Agreement (this
"Amendment"), and other good and valuable consideration, the adequacy and
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sufficiency of which are hereby acknowledged, Borrower, Guarantors and Lender
agree as follows:
1. Sale of Assets, Consolidation, Merger, Dissolution, Etc. Section
9.7(b)(viii)(E) of the Loan Agreement is hereby amended by deleting the
reference to "ten (10) Business Days" contained therein and substituting "five
(5) Business Days" therefor.
1. Effect of this Amendment. Except for the specific amendment expressly set
forth herein, no other changes or modifications to the Financing Agreements, and
no waivers of any provisions thereof are intended or implied, and in all other
respects the Financing Agreements are hereby specifically ratified, restated and
confirmed by all parties hereto as of the date hereof. To the extent of conflict
between the terms of this Amendment and the other Financing Agreements, the
terms of this Amendment shall control. The Loan Agreement and this Amendment
shall be read and construed as one agreement.
2.
3. Governing Law. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the internal laws of the State of New York (without giving effect to
principles of conflicts of law).
4.
5. Binding Effect. This Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and
assigns.
6.
7. Counterparts. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties hereto.
8.
9. Please sign in the space provided below and return a counterpart of this
Amendment, whereupon this Amendment, as so agreed to and accepted by Lender,
shall become a binding agreement among Borrower, Guarantors and Lender.
10.
11. Very truly yours,
12.
13. J.B. POINDEXTER & CO., INC.
14.
15. By: __________________________
16.
17. Title: _______________________
18.
19.
[SIGNATURES CONTINUE ON NEXT PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
AGREED AND ACCEPTED:
CONGRESS FINANCIAL CORPORATION
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By: ___________________________
Title: ________________________
ACKNOWLEDGED AND
CONSENTED TO:
EFP CORPORATION
By: __________________________
Title: _______________________
LOWY GROUP, INC.
By: __________________________
Title: _______________________
MAGNETIC INSTRUMENTS CORP.
By: __________________________
Title: _______________________
MORGAN TRAILER MFG. CO.
By: __________________________
Title: _______________________
[SIGNATURES CONTINUE ON NEXT PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
TRUCK ACCESSORIES GROUP, INC.
By: __________________________
Title: _______________________
RAIDER INDUSTRIES INC.
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By: __________________________
Title: _______________________
