J. B. POINDEXTER & CO., INC. As Issuer WILMINGTON TRUST COMPANY As Trustee THE SUBSIDIARY GUARANTORS NAMED HEREIN As Guarantors IndenturePoindexter J B & Co Inc • May 7th, 2003 • Truck & bus bodies • New York
EXECUTION AMENDMENT NO. 17 TO LOAN AND SECURITY AGREEMENT --------------------------- AMENDMENT NO. 17 TO LOAN AND SECURITY AGREEMENT ("Amendment No. 17"), dated June 10, 2003, by and among J.B. Poindexter & Co., Inc. ("Borrower"), EFP Corporation...Loan and Security Agreement • August 14th, 2003 • Poindexter J B & Co Inc • Truck & bus bodies • New York
ASSET PURCHASE AGREEMENT by and among RADCO INDUSTRIES, INC.Asset Purchase Agreement • March 31st, 1998 • Poindexter J B & Co Inc • Truck & bus bodies • Texas
2.1 Corporate Matters 8 2.2 Validity of Agreement and Conflict with Other Instruments 8 2.3 Approvals, Licenses and Authorizations 9 2.4 Title to and Condition of Properties 9 2.5 Purchased Proprietary Rights 9 2.6 Contracts and Commitments 9 2.7 No...Asset Purchase Agreement • April 1st, 1999 • Poindexter J B & Co Inc • Truck & bus bodies • Georgia
J. B. POINDEXTER & CO., INC. As IssuerPoindexter J B & Co Inc • August 14th, 2003 • Truck & bus bodies • New York
ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") dated as of June 7, 1999, between L.D. BRINKMAN & CO. (TEXAS), INC., a Texas corporation ("Buyer"), LOWY GROUP, INC., a Delaware corporation ("Seller"), and for certain limited...Asset Purchase Agreement • February 28th, 2000 • Poindexter J B & Co Inc • Truck & bus bodies • Texas
As IssuerPoindexter J B & Co Inc • May 15th, 2003 • Truck & bus bodies • New York
Execution Copy] Loan and Security Agreement by and betweenLoan and Security Agreement • March 31st, 1998 • Poindexter J B & Co Inc • Truck & bus bodies • New York
ARTICLE 4 TERM AND TERMINATION OF AGREEMENTManagement Services Agreement • November 14th, 2003 • Poindexter J B & Co Inc • Truck & bus bodies • Texas
RECITALIndenture • March 31st, 2003 • Poindexter J B & Co Inc • Truck & bus bodies • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2005 • Poindexter J B & Co Inc • Truck & bus bodies • New York
This REGISTRATION RIGHTS AGREEMENT dated January 27, 2005 (the "Agreement") is entered into by and among J.B. Poindexter & Co., Inc., a Delaware corporation (the "Company"), the guarantors listed in Schedule l hereto (the "Guarantors"), and J.P. Morgan Securities Inc. (the "Initial Purchaser").
AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT J.B. POINDEXTER & CO., INC. 1100 Louisiana Street Suite 5400 Houston, Texas 77002Loan and Security Agreement • November 14th, 2000 • Poindexter J B & Co Inc • Truck & bus bodies • New York
As of September 29, 2000 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...Loan and Security Agreement • November 14th, 2000 • Poindexter J B & Co Inc • Truck & bus bodies • New York
AMENDMENT NO. 13 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2002 • Poindexter J B & Co Inc • Truck & bus bodies • New York
EXHIBIT 10.1.21 AMENDMENT NO. 16 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 15th, 2003 • Poindexter J B & Co Inc • Truck & bus bodies • New York
AMENDMENT NO. 15 TO LOAN AND SECURITY AGREEMENTPoindexter J B & Co Inc • March 31st, 2003 • Truck & bus bodies • New York
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT J.B. POINDEXTER & CO, INC. 1100 Louisiana StreetLoan and Security Agreement • November 14th, 2000 • Poindexter J B & Co Inc • Truck & bus bodies • New York
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 1998 • Poindexter J B & Co Inc • Truck & bus bodies • New York
AMENDMENT NO. 14 TO LOAN AND SECURITY AGREEMENT J.B. POINDEXTER & CO., INC. 1100 Louisiana Street Suite 5400 Houston, Texas 77002Loan and Security Agreement • August 14th, 2002 • Poindexter J B & Co Inc • Truck & bus bodies • New York
AMENDMENT NO. 10 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2001 • Poindexter J B & Co Inc • Truck & bus bodies • New York
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"), Raider Industries Inc. ("Raider"), KWS Manufacturing Company, Inc. ("KWS"), Universal Brixius, Inc. ("Brixius"), Morgan Trailer Financial Corporation ("MTFC") and Morgan Trailer Financial Management, L. P. ("MTF Management", and together with EFP, Lowy, MIC, Morgan, TAG, Raider, KWS, Brixius and MTFC, each individually sometimes referred to herein as 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, Amendment No. 2 to Loan and Security Agreement, dated as of June 30, 1998, Amendment No. 3 to Loan
AMENDMENT NO. 11 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2002 • Poindexter J B & Co Inc • Truck & bus bodies • New York
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"), Raider Industries Inc. ("Raider"), KWS Manufacturing Company, Inc. ("KWS"), Universal Brixius, Inc. ("Brixius"), Morgan Trailer Financial Corporation ("MTFC") and Morgan Trailer Financial Management, L. P. ("MTF Management", and together with EFP, Lowy, MIC, Morgan, TAG, Raider, KWS, Brixius and MTFC, each individually sometimes referred to herein as 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, Amendment No. 2 to Loan and Security Agreement, dated as of June 30, 1998, Amendment No. 3 to Loan
LIMITED CONSENT, JOINDER AND SIXTH OMNIBUS AMENDMENTPoindexter J B & Co Inc • November 20th, 2007 • Truck & bus bodies • Illinois
This LIMITED CONSENT, JOINDER AND SIXTH OMNIBUS AMENDMENT (this “Consent and Amendment”) is entered into as of this day of August, 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
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 31st, 2011 • Poindexter J B & Co Inc • Truck & bus bodies
THIS TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”), dated as of December 13, 2010 (the “Amendment Date”), is among J.B. POINDEXTER & CO., INC., a Delaware corporation, MORGAN TRUCK BODY, LLC, a Delaware limited liability company, TRUCK ACCESSORIES GROUP, LLC, a Delaware limited liability company, MIC GROUP, LLC, a Delaware limited liability company, MORGAN OLSON, LLC, a Delaware limited liability company, EFP, LLC, a Delaware limited liability company, and FEDERAL COACH, LLC, a Delaware limited liability company (each a “Borrower” and collectively “Borrowers”), the other Loan Parties signatory to the Loan Agreement defined below, and BANK OF AMERICA, N.A., a national banking association and successor to LaSalle Bank National Association, for itself as administrative agent (in such capacity, “Agent”) and a Lender under the Loan Agreement defined below.
Congress Financial Corporation 1133 Avenue of the Americas New York, New York 10036 Ladies and Gentlemen:Poindexter J B & Co Inc • August 14th, 2001 • Truck & bus bodies
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"), Raider Industries Inc. ("Raider"), KWS Manufacturing Company, Inc. ("KWS"), Universal Brixius, Inc. ("Brixius"), Morgan Trailer Financial Corporation ("MTFC") and Morgan Trailer Financial Management, L. P. ("MTF Management", and together with EFP, Lowy, MIC, Morgan, TAG, Raider, KWS, Brixius and MTFC, each individually sometimes referred to herein as 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, Amendment No. 2 to Loan and Security Agreement, dated as of June 30, 1998, Amendment No. 3 to Loan a
LIMITED WAIVER AGREEMENTLimited Waiver Agreement • May 15th, 2009 • Poindexter J B & Co Inc • Truck & bus bodies • Illinois
This Limited Waiver Agreement (this “Agreement”) is made effective as of the day of December, 2008, 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, MO LLC, EFP LLC, Federal Coach and RMC each a “Borrower” and are collectively referred to as “Borrowers”), the other Loan Parties signatory hereto, BANK OF AMERICA, N.A., a national banking association, as successor by merger to LaSalle Bank National Association, for itself, as a
AMENDMENT NO. 12 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2002 • Poindexter J B & Co Inc • Truck & bus bodies • New York
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"), Raider Industries Inc. ("Raider"), KWS Manufacturing Company, Inc. ("KWS"), Universal Brixius, Inc. ("Brixius"), Morgan Trailer Financial Corporation ("MTFC") and Morgan Trailer Financial Management, L. P. ("MTF Management", and together with EFP, Lowy, MIC, Morgan, TAG, Raider, KWS, Brixius and MTFC, each individually sometimes referred to herein as 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, Amendment No. 2 to Loan and Security Agreement, dated as of June 30, 1998, Amendment No. 3 to Loan
NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 13th, 2011 • Poindexter J B & Co Inc • Truck & bus bodies • Illinois
This NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of the 14th day of January, 2010 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”), and FEDERAL COACH, LLC, a Delaware limited liability company (“Federal Coach”; Poindexter, Morgan LLC, TAG LLC, MIC LLC, MOC LLC, EFP LLC and Federal Coach are each a “Borrower” and collectively referred to as “Borrowers”), the other Loan Parties signatory hereto, BANK OF AMERICA, N.A., a national banking association, for itself, as a Lender, and as Agent for Lenders (in such capacity, “Agent”), and all other Lenders parties hereto. Unless o
EMPLOYMENT AGREEMENTEmployment Agreement • September 15th, 2005 • Poindexter J B & Co Inc • Truck & bus bodies • Texas
THIS AGREEMENT, made and entered into as of July 15, 2005 (the “Effective Date”), by and between STORMY T. W. HICKS (the “Executive”) and J.B. POINDEXTER & CO., INC. (the “Company”);
CONSENT AND ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 31st, 2011 • Poindexter J B & Co Inc • Truck & bus bodies
THIS CONSENT AND ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”), dated as of July 13, 2011 (the “Amendment Date”), is among J.B. POINDEXTER & CO., INC., a Delaware corporation, MORGAN TRUCK BODY, LLC, a Delaware limited liability company, TRUCK ACCESSORIES GROUP, LLC, a Delaware limited liability company, MIC GROUP, LLC, a Delaware limited liability company, MORGAN OLSON, LLC, a Delaware limited liability company, EFP, LLC, a Delaware limited liability company, and FEDERAL COACH, LLC, a Delaware limited liability company (each a “Borrower” and collectively “Borrowers”), the other Loan Parties signatory to the Loan Agreement defined below, and BANK OF AMERICA, N.A., a national banking association and successor to LaSalle Bank National Association, for itself as administrative agent (in such capacity, “Agent”) and a Lender under the Loan Agreement defined below.
SALES AGREEMENTSales Agreement • March 25th, 2005 • Poindexter J B & Co Inc • Truck & bus bodies • Delaware
This Sales Agreement ("Agreement") is hereby entered into and effective as of this 1st day of October, 2004 by and between E. I. du Pont de Nemours and Company, a Delaware corporation, having its principal place of business at 1007 Market Street, Wilmington, DE 19898, and Truck Accessories Group, Inc., an Indiana corporation, whose principal place of business is located at 58288 Ventura Drive, Elkhart, IN 45617 ("TAG" or "Customer").
LIMITED CONSENT, JOINDER AND SEVENTH OMNIBUS AMENDMENTPoindexter J B & Co Inc • November 20th, 2007 • Truck & bus bodies • Illinois
This LIMITED CONSENT, JOINDER AND SEVENTH OMNIBUS AMENDMENT (this “Consent and Amendment”) is entered into as of this 4th day of September, 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 Len
83/4% Senior Notes due 2014Poindexter J B & Co Inc • March 25th, 2005 • Truck & bus bodies • New York
INDENTURE dated as of March 15, 2004 among J.B. Poindexter & Co., Inc., a Delaware corporation (the "Company"), and each of the Subsidiary Guarantors named herein, as Subsidiary Guarantors, and Wilmington Trust Company, a state banking corporation organized and existing under the laws of the State of Delaware, as Trustee (the "Trustee").
CREDIT AGREEMENT dated as of March 15, 2012 between J.B. POINDEXTER & CO., INC. and WELLS FARGO BANK, NATIONAL ASSOCIATIONCredit Agreement • March 20th, 2012 • Poindexter J B & Co Inc • Truck & bus bodies • Texas
CREDIT AGREEMENT (as amended, modified, restated, supplemented and in effect from time to time, herein called this “Agreement”) dated as of March 15, 2012 (the “Effective Date”), between J.B. POINDEXTER & CO., INC., a Delaware corporation, and WELLS FARGO BANK, NATIONAL ASSOCIATION.
LIMITED CONSENT, JOINDER AND FIFTH OMNIBUS AMENDMENTOther Agreement • November 20th, 2007 • Poindexter J B & Co Inc • Truck & bus bodies • Illinois
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,
LOAN AND SECURITY AGREEMENT DATED AS OF MARCH 15, 2004 AMONG LASALLE BANK NATIONAL ASSOCIATION, THE AGENT, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, THE LENDERS AND J.B. POINDEXTER & CO., INC. MORGAN TRAILER MFG. CO. TRUCK ACCESSORIES...Loan and Security Agreement • March 25th, 2005 • Poindexter J B & Co Inc • Truck & bus bodies • Illinois
