EXHIBIT 4.13


 


J. B. POINDEXTER & CO., INC.


 


As Issuer


 


THE SUBSIDIARY GUARANTORS NAMED HEREIN


 


As Guarantors


 


WILMINGTON TRUST COMPANY


 


As Trustee


 


SEVENTH SUPPLEMENTAL
INDENTURE


 


Dated as of December 31, 2008


 


to


 


INDENTURE


 


Dated as of March 15, 2004


 


83⁄4 % Senior Notes Due 2014


 

















 


                SEVENTH
SUPPLEMENTAL INDENTURE, dated as of December 31, 2008, (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 TRUCK BODY, LLC,
a Delaware limited liability company (as successor in interest to Morgan Corporation, a New Jersey corporation “Morgan”), TRUCK ACCESSORIES GROUP, LLC, a Delaware limited liability
company (as successor in interest to Truck
Accessories Group, Inc., a Delaware corporation “TAG”), LOWY GROUP, INC.,  a Delaware
corporation (“Lowy”), EFP, LLC, a
Delaware limited liability company (as successor in interest to EFP Corporation, a Delaware
corporation “EFP”), MIC GROUP, LLC,
a Delaware limited liability company (as successor in interest to MIC Group, Inc.,
a Delaware corporation “MIC”), RAIDER
INDUSTRIES, INC., a Saskatchewan corporation (“Raider”), SWK HOLDINGS, INC.,  a Texas corporation (“SWK”), UNIVERSAL BRIXIUS, LLC, a Delaware limited liability company
(as successor in interest to 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, LLC, a Delaware limited
liability company (as successor in interest to Morgan Olson Corporation, a
Delaware corporation “MOC”), COMMERCIAL BABCOCK INC.,
an Ontario corporation (“CB”), FEDERAL COACH LLC,
a Delaware limited liability company (“Federal”), EAGLE
SPECIALTY VEHICLES, LLC, a Delaware limited liability company (as
successor in interest to Eagle Specialty Vehicles, Inc., an Ohio
corporation (“Eagle”), STATE WIDE ALUMINUM, INC.,
an Indiana corporation (“State Wide”), RICHARD’S
MANUFACTURING COMPANY, an Oklahoma corporation (“Richard’s”),
MIC
MACHINING GROUP S. de R.L. de C.V., a Mexican corporation (“MIC Mexico”) TARLTON
SUPPLY CO., a Texas corporation (“Tarlton”), HANDLEY, L.P., a Texas limited partnership (“Handley”),
and MACHINE & MANUFACTURING I, INC.,
a Texas Corporation (“M&M”)(the “Company” and  (Morgan, TAG, Lowy, EFP, MIC, Raider, SWK,
Brixius, MTFC, MTFMLP, MOC, CB, Federal, Eagle, State Wide, Richard’s, MIC
Mexico, Tarlton, Handley and M&M are collectively called the “Subsidiary
Guarantors”), 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 Second Supplemental Indenture dated as of June 10, 2005, the
Third Supplemental Indenture dated as of January 9, 2006, the Fourth
Supplemental Indenture dated as of April 17, 2006, the Fifth Supplemental
Indenture dated as of September 30, 2006, and the Sixth Supplemental
Indenture dated as of September 4, 2007 (the “Indenture”) governing
the Company’s 83⁄4 % Senior Notes due 2014 (the “Securities”) issued
thereunder; and


 


WHEREAS, Section 5.01(a)(1) of the
Indenture provides that  the “Company
shall not consolidate with or merge with or into ... any Person” unless the
surviving Person expressly assumes, by supplemental indenture, all the
obligations of the Company under the Notes and the Indenture; and


 


1

















 


WHEREAS, LOWY GROUP, INC., a
Delaware corporation, is a Subsidiary Guarantor that intends to merge with and
into the Company (the “Merging Subsidiary”); and


 


WHEREAS, Section 5.01(b) of the
Indenture permits Subsidiary Guarantors to merge with and into other Subsidiary
Guarantors without a supplemental indenture; and


 


WHEREAS, the mergers of certain Subsidiary
Guarantors with and into other Subsidiary Guarantors are listed on Exhibit “A”
attached hereto; and


 


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 request the Trustee to enter into this
Supplemental Indenture; and


 


WHEREAS, all things necessary to make this
Supplemental Indenture a valid agreement of the Company, the Subsidiary
Guarantors 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.         Continuation
of Obligations.  The Company, as the
Successor Company of its merger with the Merging Subsidiary, confirms that all
of the obligations of the Company under the Notes and the Indenture remain
unchanged, and continue in full force and effect as against the Company,
notwithstanding the merger of the Merging Subsidiary with and into the Company.


 


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 


 


2

















 


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.


 


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.


 


 


	
   

  	
   

  	
   

  	
  J.
  B. POINDEXTER & CO., INC.

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MORGAN
  TRUCK BODY, LLC

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TRUCK
  ACCESSORIES GROUP, LLC

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  LOWY
  GROUP, INC.

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  EFP,
  LLC

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MIC
  GROUP, LLC

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President

  



 


 


4

















 


	
   

  	
   

  	
   

  	
  RAIDER
  INDUSTRIES, INC.

  
	
  Attest:

  	
   

  	
   

  	
  a Saskatchewan
  corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert S Whatley

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SWK
  HOLDINGS, INC.

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  UNIVERSAL
  BRIXIUS, LLC

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MORGAN
  TRAILER FINANCIAL CORPORATION

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MORGAN
  TRAILER FINANCIAL MANAGEMENT, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Morgan
  Truck Body, LLC, its  

  
	
   

  	
   

  	
   

  	
   

  	
  general
  partner

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President

  



 


 


5

















 


	
   

  	
   

  	
   

  	
  MORGAN
  OLSON, LLC

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  COMMERCIAL
  BABCOCK INC.

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  FEDERAL
  COACH LLC

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  EAGLE
  SPECIALTY VEHICLES, LLC

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  STATE WIDE ALUMINUM, INC.

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Robert S.
  Whatley

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  



 


 


6

















 


	
   

  	
   

  	
   

  	
  RICHARD’S MANUFACTURING 

  COMPANY.

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Robert S. Whatley

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MIC MACHINING
  GROUP S. de R.L. de 

  C.V.

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TARLTON
  SUPPLY CO.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Robert S. Whatley

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  HANDLEY,
  L.P.

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  MIC Group, LLC,

  
	
   

  	
   

  	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Robert S. Whatley

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  



 


 


7

















 


	
   

  	
   

  	
   

  	
  MACHINE &
  MANUFACTURING I, INC.

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Robert S. Whatley

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  



 


8

















 


	
  Attest:

  	
   

  	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


9
















 


Exhibit “A”


 


Subsidiary
Guarantor mergers:


 


Tarlton
Supply Co., a Texas corporation with and into MIC GROUP, LLC, a Delaware
limited liability company


 


SWK
Holdings, Inc., a Texas corporation with and into MIC GROUP, LLC, a
Delaware limited liability company


 


Richard’s
Manufacturing Company, an Oklahoma corporation with and into MIC GROUP, LLC, a
Delaware limited liability company


 


Machine &
Manufacturing I, Inc., a Texas corporation with and into MIC GROUP, LLC, a
Delaware limited liability company


 


UNIVERSAL
BRIXIUS, LLC, a Delaware limited liability company with and into MIC GROUP,
LLC, a Delaware limited liability company


 


Handley,
L.P. with and into MIC GROUP, LLC, a Delaware limited liability company


 


10