Exhibit 4.8


 


J.
B. POINDEXTER & CO., INC.


 


As Issuer


 


THE
SUBSIDIARY GUARANTORS NAMED HEREIN


 


As Guarantors


 


WILMINGTON
TRUST COMPANY


 


As Trustee


 


 


SECOND SUPPLEMENTAL INDENTURE


 


Dated
as of June 10, 2005


 


 


to


 


INDENTURE


 


Dated as
of March 15, 2004


 


 


83/4
% Senior Notes Due 2004


 

















 


SECOND
SUPPLEMENTAL INDENTURE, dated as of June 10, 2005,
(herein called this “Supplemental Indenture”) among J.B. POINDEXTER & CO., INC.,
a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company”), having its principal office at
1100 Louisiana Street, Suite 5400, Houston, Texas  77002, each of MORGAN TRAILER MFG. CO., a New Jersey corporation (“Morgan”),
TRUCK ACCESSORIES GROUP, INC., formerly
known as Leer, Inc., a Delaware corporation (“TAG”), LOWY GROUP, INC., a Delaware
corporation (“Lowy”), EFP CORPORATION,
a Delaware corporation (“EFP”), MAGNETIC
INSTRUMENTS CORP., a Delaware corporation (“MIC”), RAIDER INDUSTRIES, INC., a
Saskatchewan corporation (“Raider”), SWK
HOLDINGS, INC., formerly known as KWS Manufacturing Company, Inc., a Texas corporation (“SWK”), UNIVERSAL BRIXIUS, INC., a Wisconsin
corporation (“Brixius”), MORGAN
TRAILER FINANCIAL CORPORATION, a Nevada corporation (“MTFC”),
MORGAN TRAILER FINANCIAL MANAGEMENT, L.P.,
a Texas limited partnership (“MTFMLP”), MORGAN OLSON
CORPORATION, a Delaware corporation (“MOC”), and COMMERCIAL BABCOCK INC., an Ontario corporation (“CB”),
(Morgan, TAG, Lowy, EFP, MIC, Raider, SWK, Brixius, MTFC, MTFMLP, MOC and CB
are collectively called the “Subsidiary Guarantors”), and FEDERAL
COACH LLC., a limited liability company organized under the laws of the
state of Delaware (the “Additional Guarantor”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation,
having its principal corporate trust office at Rodney Square North, 1100 North
Market Street, Wilmington, Delaware, as Trustee (herein called the “Trustee”)


 


R E
C I T A L


 


WHEREAS,
the Company, the Subsidiary Guarantors and the Trustee are parties to that
certain Indenture, dated as of March 15, 2004, as amended by the First
Supplemental Indenture dated as of December 14, 2004 (the “Indenture”),
governing the Company’s 83⁄4 % Senior Notes due 2014 (the “Securities”)
issued thereunder;


 


WHEREAS,
Section 9.01(4) of the Indenture provides that, without the consent
of any Holders, the Company, the Subsidiary Guarantors, and the Trustee, at any
time and from time to time, may supplement the Indenture, in form satisfactory
to the Trustee, for the purpose of allowing the Additional Guarantor to become
a Subsidiary Guarantor of the obligations of the Company and those of each
other Subsidiary Guarantor under the Indenture and the Securities; provided
such action pursuant to Section 9.01 shall not adversely affect the
interests of the Holders in any material respect;


 


WHEREAS,
the Board of Directors of the Company has determined that making the Additional
Guarantor a Subsidiary Guarantor of the Indenture does not adversely affect the
interests of the Holders in any material respect;


 


WHEREAS,
the Company and the Subsidiary Guarantors pursuant to the foregoing authority,
propose in and by this Supplemental Indenture to amend and supplement the
Indenture as provided in this Supplemental Indenture, and requests the Trustee
to enter into this Supplemental Indenture; and


 


1

















 


WHEREAS,
all things necessary to make this Supplemental Indenture a valid agreement of
the Company, the Subsidiary Guarantors, the Additional Guarantor and the
Trustee and a valid amendment of and supplement to the Indenture have been
done;


 


NOW,
THEREFORE, for and in consideration of the premises, it is
mutually covenanted and agreed for the equal and proportionate benefit of all
Holders of the Securities:


 


SECTION 1.                            Definitions.
All terms used in this Supplemental Indenture which are not defined in this
Supplemental Indenture and which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.


 


SECTION 2.                            Agreement
to Guarantee. The Additional Guarantor hereby agrees and confirms that, by
its execution and delivery of this Second Supplemental Indenture, it will be
deemed to be a “Guarantor” for all purposes of the obligations of the Company
and those of each other Subsidiary Guarantor under the Indenture and the
Securities, and shall have all the obligations of a Subsidiary Guarantor
hereunder with the same effect as if it had been named a Subsidiary Guarantor
in the Indenture and the Securities. The Additional Guarantor hereby ratifies,
as of the date hereof, and agrees to be bound by, all of the terms, provisions
and conditions in the Indenture and the Securities applicable to a Subsidiary
Guarantor.


 


SECTION 3.                            Incorporation
of Supplemental Indenture. All provisions of this Supplemental Indenture
shall be deemed to be incorporated in, and made a part of, the Indenture,
and the Indenture, as supplemented and amended by this Supplemental Indenture,
shall be read, taken and construed as one and the same instrument.


 


SECTION 4.                            Headings.
The Article and Section headings of this Supplemental Indenture are
for convenience only and shall not affect the construction hereof.


 


SECTION 5.                            Counterparts.
This Supplemental Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.


 


SECTION 6.                            Conflict
with Trust Indenture Act. If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under
such Act to be part of and govern this Supplemental Indenture, the latter
provision shall control. If any provision of this Supplemental Indenture
modifies or excludes any provision of the Trust Indenture Act that may be
so modified or excluded, the latter provision shall be deemed to apply to this
Supplemental Indenture as so modified or to be excluded, as the case may be.


 


SECTION 7.                            Successors
and Assigns. All covenants and agreements in this Supplemental Indenture by
the Company or any Subsidiary Guarantor shall bind its respective successors
and assigns, whether so expressed or not.


 


SECTION 8.                            Separability
Clause. In case any provisions in this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


 


2

















 


SECTION 9.                            Benefits
of Supplemental Indenture. Nothing in this Supplemental Indenture, express
or implied, shall give to any Person, other than the parties hereto, and their
successors hereunder and the Holders of Securities, any benefit or any legal or
equitable right, remedy or claim under this Supplemental Indenture.


 


SECTION 10.                     Governing
Law. This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.


 


THE REMAINDER OF THIS
PAGE IS INTENTIONALLY LEFT BLANK


 


3

















 


IN WITNESS WHEREOF,
the parties have caused this Supplemental Indenture to be duly executed, and
their respective corporate seals to be hereunder affixed and attested, all as
of the date and year first above written.


 


	
  Attest:

  	
   

  	
  J. B. POINDEXTER & CO., INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert S. Whatley

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  MORGAN TRAILER MFG. CO.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert S. Whatley

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  TRUCK ACCESSORIES GROUP, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert S. Whatley

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  EFP CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert S. Whatley

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  MAGNETIC INSTRUMENTS CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert S. Whatley

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  



 


4

















 


	
  Attest:

  	
   

  	
  LOWY GROUP, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert S. Whatley

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  RAIDER INDUSTRIES, INC.

  	
   

  
	
   

  	
   

  	
  a Saskatchewan corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert S Whatley

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  SWK HOLDINGS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert S. Whatley

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  UNIVERSAL BRIXIUS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert S. Whatley

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORGAN TRAILER FINANCIAL

  	
   

  
	
   

  	
   

  	
  CORPORATION

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Thomas Daly

  	
   

  
	
   

  	
   

  	
   

  	
  President

  	
   

  



 


5

















 


	
   

  	
   

  	
  MORGAN TRAILER FINANCIAL

  	
   

  
	
   

  	
   

  	
  MANAGEMENT, L.P.

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Morgan Trailer Mfg. Co., its general

  	
   

  
	
   

  	
   

  	
   

  	
  partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert S. Whatley

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORGAN OLSON CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert S. Whatley

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  COMMERCIAL BABCOCK INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert S. Whatley

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
  FEDERAL COACH LLC

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  WILMINGTON TRUST COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


6

















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the 6th day of June 2005,
before me personally came Robert S. Whatley, to me known, who, being by me duly
sworn, did depose and say that he is Vice President of J. B. Poindexter &
Co., Inc., a Delaware corporation, one of the corporations described in
and which executed the foregoing instrument, and that he signed his name
thereto by authority of the Board of Directors of said corporation.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the 6th day of June 2005,
before me personally came Robert S. Whatley, to me known, who, being by me
duly sworn, did depose and say that he is Vice President of Morgan Trailer Mfg.
Co., a New Jersey corporation, one of the corporations described in and which
executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


7

















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the 6th day of June 2005,
before me personally came Robert S. Whatley, to me known, who, being by me duly
sworn, did depose and say that he is Vice President of Truck Accessories Group, Inc.,
a Delaware corporation, one of the corporations described in and which executed
the foregoing instrument, and that he signed his name thereto by authority of
the Board of Directors of said corporation.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the 6th day of June 2005,
before me personally came Robert S. Whatley, to me known, who, being by me duly
sworn, did depose and say that he is Vice President of Lowy Group, Inc., a
Delaware corporation, one of the corporations described in and which executed
the foregoing instrument, and that he signed his name thereto by authority of
the Board of Directors of said corporation.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


8

















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the 6th day of June 2005,
before me personally came Robert S. Whatley, to me known, who, being by me duly
sworn, did depose and say that he is Vice President of EFP Corporation, a
Delaware corporation, one of the corporations described in and which executed
the foregoing instrument, and that he signed his name thereto by authority of
the Board of Directors of said corporation.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the 6th day of June 2005,
before me personally came Robert S. Whatley, to me known, who, being by me duly
sworn, did depose and say that he is Vice President of Magnetic Instruments
Corp., a Delaware corporation, one of the corporations described in and which
executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


9

















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the 6th day of June 2005,
before me personally came Robert S. Whatley, to me known, who, being by me duly
sworn, did depose and say that he is Vice President of SWK Holdings, Inc.,
a Texas corporation, formerly known as KWS Manufacturing Company, Inc.,
one of the corporations described in and which executed the foregoing
instrument, and that he signed his name thereto by authority of the Board of
Directors of said corporation.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the 6th day of June 2005,
before me personally came Robert S. Whatley, to me known, who, being by me duly
sworn, did depose and say that he is Vice President of Raider Industries Inc.,
a corporation formed in Saskatchewan, Canada, one of the corporations described
in and which executed the foregoing instrument, and that he signed his name
thereto by authority of the Board of Directors of said corporation.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


10

















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the 6th day of June 2005,
before me personally came Robert S. Whatley, to me known, who, being by me duly
sworn, did depose and say that he is Vice President of Universal Brixius, Inc.,
a Wisconsin corporation, one of the corporations described in and which
executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the 6th day of June 2005,
before me personally came Robert S. Whatley, to me known, who, being by me duly
sworn, did depose and say that he is Vice President of Morgan Trailer Mfg. Co.,
a New Jersey corporation and the general partner of Morgan Trailer Financial
Management, L.P., a Texas limited partnership, one of the legal entities
described in and which executed the foregoing instrument, and that he signed
his name thereto by authority of the Board of Directors of the Morgan Trailer
Mfg. Co. as General Partner of Morgan Trailer Financial Management, L.P.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


11

















 


	
  STATE OF CALIFORNIA

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF                           

  	
  §

  	
   

  



 


On the
        day of December 2004, before me
personally came Thomas Daly, to me known, who, being by me duly sworn, did
depose and say that he is President of Morgan Trailer Financial Management
Corporation, a Nevada corporation, one of the corporations described in and
which executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the 6th day of June 2005,
before me personally came Robert S. Whatley, to me known, who, being by me duly
sworn, did depose and say that he is Vice President of Morgan Olson
Corporation, a Delaware corporation, one of the corporations described in and
which executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


12

















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the 6th day of June 2005,
before me personally came Robert S. Whatley, to me known, who, being by me duly
sworn, did depose and say that he is Vice President of Commercial Babcock, Inc.,
a corporation formed in Ontario, Canada, one of the corporations described in
and which executed the foregoing instrument, and that he signed his name
thereto by authority of the Board of Directors of said corporation.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


 


	
  STATE OF DELAWARE

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF                           

  	
  §

  	
   

  



 


On the       
day of June 2005, before me personally came Robert S. Whatley to me known,
who, being by me duly sworn, did depose and say that he is Vice President of
Federal Coach LLC, a Delaware limited liability company, one of the
corporations described in and which executed the foregoing instrument, and that
he signed his name thereto by authority of the Board of Directors of said
limited liability company.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


13

















 


	
  STATE OF DELAWARE

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF
                            

  	
  §

  	
   

  



 


On the       
day of December 2004, before me personally came
                                      
to me known, who, being by me duly sworn, did depose and say that [he – she] is                                                                    
of Wilmington Trust Company, as Trustee described in and which executed the
foregoing instrument, and that [he – she] signed [his – her] name thereto by
authority of the Board of Directors of said corporation.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


14