**EXHIBIT 4.13**

 

**J. B. POINDEXTER & CO., INC.**

 

As Issuer

 

**THE SUBSIDIARY GUARANTORS NAMED HEREIN**

** **

As Guarantors

 

**WILMINGTON TRUST COMPANY**

** **

As Trustee

 

**SEVENTH SUPPLEMENTALINDENTURE**

** **

**Dated as of December 31, 2008**

** **

to

 

**INDENTURE**

 

**Dated as of March 15, 2004**

 

**83⁄4 % Senior Notes Due 2014**

** **

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**                SEVENTHSUPPLEMENTAL INDENTURE,**dated as of December 31, 2008, (hereincalled this “Supplemental Indenture”) among **J.B. POINDEXTER & CO., INC.**, a corporation dulyorganized and existing under the laws of the State of Delaware (herein calledthe “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 liabilitycompany (as successor in interest to TruckAccessories Group, Inc., a Delaware corporation “TAG”), **LOWY GROUP, INC.**,****a Delawarecorporation (“Lowy”), **EFP, LLC**, aDelaware limited liability company (as successor in interest to EFP Corporation, a Delawarecorporation “EFP”), **MIC GROUP, LLC**,a Delaware limited liability company (as successor in interest to MIC Group, Inc.,a Delaware corporation “MIC”), **RAIDERINDUSTRIES, 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 UniversalBrixius, Inc., a Wisconsin corporation “Brixius”), **MORGAN TRAILER FINANCIAL CORPORATION**, aNevada corporation (“MTFC”), **MORGANTRAILER FINANCIAL MANAGEMENT, L.P.**, a Texas limited partnership (“MTFMLP”),**MORGAN OLSON, LLC**, a Delaware limitedliability company (as successor in interest to Morgan Olson Corporation, aDelaware corporation “MOC”), **COMMERCIAL BABCOCK INC**.,an Ontario corporation (“CB”), **FEDERAL COACH LLC**,a Delaware limited liability company (“Federal”), **EAGLESPECIALTY VEHICLES, LLC**, a Delaware limited liability company (assuccessor in interest to Eagle Specialty Vehicles, Inc., an Ohiocorporation (“Eagle”), **STATE WIDE ALUMINUM, INC.**,an Indiana corporation (“State Wide”), **RICHARD’SMANUFACTURING COMPANY**, an Oklahoma corporation (“Richard’s”),**MICMACHINING GROUP S. de R.L. de C.V.**, a Mexican corporation (“MIC Mexico”) **TARLTONSUPPLY 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, MICMexico, Tarlton, Handley and M&M are collectively called the “SubsidiaryGuarantors”), and **WILMINGTON TRUST COMPANY**,a Delaware banking corporation, having its principal corporate trust office atRodney 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 Guarantorsand 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, theThird Supplemental Indenture dated as of January 9, 2006, the FourthSupplemental Indenture dated as of April 17, 2006, the Fifth SupplementalIndenture dated as of September 30, 2006, and the Sixth SupplementalIndenture dated as of September 4, 2007 (the “Indenture”) governingthe Company’s 83⁄4 % Senior Notes due 2014 (the “Securities”) issuedthereunder; and

 

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

 

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

 

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

 

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

 

**WHEREAS**, the Company and the SubsidiaryGuarantors pursuant to the foregoing authority, propose in and by thisSupplemental Indenture to amend and supplement the Indenture as provided inthis Supplemental Indenture, and request the Trustee to enter into thisSupplemental Indenture; and

 

**WHEREAS**, all things necessary to make thisSupplemental Indenture a valid agreement of the Company, the SubsidiaryGuarantors and the Trustee and a valid amendment of and supplement to the Indenturehave been done;

 

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

 

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

 

**SECTION 2.**         Continuationof Obligations.  The Company, as theSuccessor Company of its merger with the Merging Subsidiary, confirms that allof the obligations of the Company under the Notes and the Indenture remainunchanged, 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.**         Incorporationof Supplemental Indenture.  Allprovisions of this Supplemental Indenture shall be deemed to be incorporatedin, and made a part of, the Indenture, and the Indenture, as supplemented andamended by this Supplemental Indenture, shall be read, taken and construed asone and the same instrument.

 

**SECTION 4.**         Headings.  The Article and Section headings ofthis Supplemental Indenture are for convenience only and shall not affect theconstruction hereof.

 

**SECTION 5.**         Counterparts.  This Supplemental Indenture may be executedin any number of counterparts, each of which so executed shall be deemed to bean original, but all such counterparts shall together constitute but one andthe same instrument.

 

**SECTION 6.**         Conflictwith Trust Indenture Act.  If anyprovision hereof limits, qualifies or conflicts with a provision of the TrustIndenture Act that is required under such Act to be part of and govern thisSupplemental Indenture, the latter provision shall control.  If any provision of 

 

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this SupplementalIndenture modifies or excludes any provision of the Trust Indenture Act thatmay be so modified or excluded, the latter provision shall be deemed to applyto this Supplemental Indenture as so modified or to be excluded, as the casemay be.

 

**SECTION 7.**         Successorsand Assigns.  All covenants andagreements in this Supplemental Indenture by the Company or any SubsidiaryGuarantor shall bind its respective successors and assigns, whether soexpressed or not.

 

**SECTION 8.**         SeparabilityClause.  In case any provisions inthis Supplemental Indenture shall be invalid, illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions shall not inany way be affected or impaired thereby.

 

**SECTION 9.**         Benefitsof Supplemental Indenture.  Nothingin this Supplemental Indenture, express or implied, shall give to any Person,other than the parties hereto, and their successors hereunder and the Holdersof Securities, any benefit or any legal or equitable right, remedy or claimunder this Supplemental Indenture.

 

**SECTION 10.       GoverningLaw.  This Supplemental Indentureshall be governed by and construed in accordance with the laws of the State ofNew York.**

 

**THEREMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK**

 

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**IN WITNESS WHEREOF**, the parties have causedthis Supplemental Indenture to be duly executed, and their respective corporateseals to be hereunder affixed and attested, all as of the date and year firstabove 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 |

 

 

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|    |   |   | **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 |

 

 

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|    |       |       | **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  |

 

 

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|    | ** ** | ** ** | **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             |

 

 

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|    | ** ** | ** ** | **MACHINE &  MANUFACTURING I, INC.** |
|---------|------------|------------|-----------------------------------------------|
| Attest: | ** ** | ** ** | ** **                                    | ** ** |
|    | ** ** | ** ** | ** **                                    | ** ** |
|    | ** ** | ** ** | ** **                                    | ** ** |
|    | ** ** | ** ** | By:                                           | ** ** |
|    | ** ** | ** ** | Name:  Robert S. Whatley                      |
|    | ** ** | ** ** | Title:   Vice President             |

 

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| Attest: | ** ** | ** ** | **WILMINGTON TRUST COMPANY,** |
|---------|------------|------------|-------------------------------|
|    | ** ** | ** ** | **as Trustee**                |
|    | ** ** | ** ** | ** **                    | ** ** |
|    | ** ** | ** ** | By:                           |   |
|    | ** ** | ** ** | Name:                         |   |
|    | ** ** | ** ** | Title:                        |   |

 

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**Exhibit “A”**

 

SubsidiaryGuarantor mergers:

 

TarltonSupply Co., a Texas corporation with and into MIC GROUP, LLC, a Delawarelimited liability company

 

SWKHoldings, Inc., a Texas corporation with and into MIC GROUP, LLC, aDelaware limited liability company

 

Richard’sManufacturing Company, an Oklahoma corporation with and into MIC GROUP, LLC, aDelaware limited liability company

 

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

 

UNIVERSALBRIXIUS, 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

 

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