**Exhibit 4.9**

 

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

 

As Issuer

 

**THESUBSIDIARY GUARANTORS NAMED HEREIN**

** **

As Guarantors

 

**WILMINGTONTRUST COMPANY**

** **

As Trustee

 

 

**THIRD SUPPLEMENTAL INDENTURE**

** **

**Datedas of January 9 , 2006**

** **

 

to

 

**INDENTURE**

 

**Dated asof March 15, 2004**

 

 

**83/4 % Senior Notes Due 2014**

** **

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**THIRDSUPPLEMENTAL INDENTURE,**dated as of January 9, 2006,(herein called this “Supplemental Indenture”) among **J.B. POINDEXTER & CO., INC.**,a corporation duly organized and existing under the laws of the State ofDelaware (herein called the “Company”), having its principal office at1100 Louisiana Street, Suite 5400, Houston, Texas  77002, each of **MORGAN CORPORATION,**formerlyknown as Morgan Trailer Mfg. Co.)****aNew Jersey corporation (“Morgan”), **TRUCKACCESSORIES GROUP, INC., formerly known as Leer, Inc.**, aDelaware corporation (“TAG”), **LOWYGROUP, INC.,**a Delaware corporation (“Lowy”), **EFP CORPORATION**, a Delaware corporation (“EFP”),MIC GROUP, INC., formerly known as Magnetic Instruments Corp., a Delawarecorporation (“MIC”), **RAIDER INDUSTRIES, INC.**,a Saskatchewan corporation (“Raider”), **SWKHOLDINGS, INC., formerly known as KWS Manufacturing Company, Inc.**,****a Texas corporation (“SWK”), **UNIVERSAL BRIXIUS, INC.**, a Wisconsincorporation (“Brixius”), **MORGANTRAILER FINANCIAL CORPORATION**, a Nevada corporation (“MTFC”),**MORGAN TRAILER FINANCIAL MANAGEMENT, L.P.**,a Texas limited partnership (“MTFMLP”), **MORGAN OLSONCORPORATION**, a Delaware corporation (“MOC”), **COMMERCIALBABCOCK INC**., an Ontario corporation (“CB”),  **FEDERAL COACH LLC**.,a limited liability company organized under the laws of the state of Delaware (“FEDERAL”),(Morgan, TAG, Lowy, EFP, MIC, Raider, SWK, Brixius, MTFC, MTFMLP, MOC, CB andFederal are collectively called the “Subsidiary Guarantors”), and **KELLERMAN COACH CO., INC.,**also known as Eagle Coach**.**, an Ohio corporation (the “Additional Guarantor”), and **WILMINGTON TRUST COMPANY**, a Delawarebanking corporation, having its principal corporate trust office at RodneySquare North, 1100 North Market Street, Wilmington, Delaware, as Trustee(herein called the “Trustee”)

 

**R EC I T A L**

** **

**WHEREAS**,the Company, the Subsidiary Guarantors and the Trustee are parties to thatcertain Indenture, dated as of March 15, 2004, as amended by the FirstSupplemental Indenture dated as of December 14, 2004 and the SecondSupplemental Indenture dated as of June 10, 2005, (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 consentof any Holders, the Company, the Subsidiary Guarantors, and the Trustee, at anytime and from time to time, may supplement the Indenture, in form satisfactoryto the Trustee, for the purpose of allowing the Additional Guarantor to becomea Subsidiary Guarantor of the obligations of the Company and those of eachother Subsidiary Guarantor under the Indenture and the Securities; providedsuch action pursuant to Section 9.01 shall not adversely affect theinterests of the Holders in any material respect;

 

**WHEREAS**,the Board of Directors of the Company has determined that making the AdditionalGuarantor a Subsidiary Guarantor of the Indenture does not adversely affect theinterests 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 theIndenture

 

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as provided inthis Supplemental Indenture, and requests the Trustee to enter into thisSupplemental Indenture; and

 

**WHEREAS**,all things necessary to make this Supplemental Indenture a valid agreement ofthe Company, the Subsidiary Guarantors, the Additional Guarantor and theTrustee and a valid amendment of and supplement to the Indenture have beendone;

 

**NOW,THEREFORE,**for and in consideration of the premises, it ismutually covenanted and agreed for the equal and proportionate benefit of allHolders of the Securities:

 

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

 

**SECTION 2.**                            Agreementto Guarantee. The Additional Guarantor hereby agrees and confirms that, byits execution and delivery of this Second Supplemental Indenture, it will bedeemed to be a “Guarantor” for all purposes of the obligations of the Companyand those of each other Subsidiary Guarantor under the Indenture and theSecurities, and shall have all the obligations of a Subsidiary Guarantorhereunder with the same effect as if it had been named a Subsidiary Guarantorin 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, provisionsand conditions in the Indenture and the Securities applicable to a SubsidiaryGuarantor.

 

**SECTION 3.**                            Incorporationof Supplemental Indenture. All provisions of this Supplemental Indentureshall 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 arefor 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 suchcounterparts shall together constitute but one and the same instrument.

 

**SECTION 6.**                            Conflictwith Trust Indenture Act. If any provision hereof limits, qualifies orconflicts with a provision of the Trust Indenture Act that is required undersuch Act to be part of and govern this Supplemental Indenture, the latterprovision shall control. If any provision of this Supplemental Indenturemodifies or excludes any provision of the Trust Indenture Act that may beso modified or excluded, the latter provision shall be deemed to apply to thisSupplemental Indenture as so modified or to be excluded, as the case may be.

 

**SECTION 7.**                            Successorsand Assigns. All covenants and agreements in this Supplemental Indenture bythe Company or any Subsidiary Guarantor shall bind its respective successorsand assigns, whether so expressed or not.

 

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**SECTION 8.**                            SeparabilityClause. In case any provisions in this Supplemental Indenture shall beinvalid, illegal or unenforceable, the validity, legality and enforceability ofthe remaining provisions shall not in any way be affected or impaired thereby.

 

**SECTION 9.**                            Benefitsof Supplemental Indenture. Nothing in this Supplemental Indenture, expressor implied, shall give to any Person, other than the parties hereto, and theirsuccessors hereunder and the Holders of Securities, any benefit or any legal orequitable right, remedy or claim under this Supplemental Indenture.

 

**SECTION 10.****                     GoverningLaw. This Supplemental Indenture shall be governed by and construed inaccordance with the laws of the State of New York.**

 

**THE REMAINDER OF THISPAGE IS INTENTIONALLY LEFT BLANK**

 

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

 
| Attest: |   | **J. B. POINDEXTER & CO., INC.** |              |
|---------|--------|------------------------------------------------|-------------------|
|    |   |                                           |              |   |
|    |   | By:                                            |              |   |
|    |   |                                           | Robert S. Whatley |   |
|    |   |                                           | Vice President    |   |
|    |   |                                           |              |   |
|    |   |                                           |              |   |
| Attest: |   | **MORGAN CORPORATION.**                        |              |
|    |   |                                           |              |   |
|    |   | 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: |   | **MIC GROUP, INC.**                       |              |
|    |   |                                           |              |   |
|    |   | By:                                            |              |   |
|    |   |                                           | Robert S. Whatley |   |
|    |   |                                           | Vice President    |   |

 

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| Attest: |   | **LOWY GROUP, INC.**        |              |
|---------|--------|----------------------------------|-------------------|
|    |   |                             |              |   |
|    |   |                             |              |   |
|    |   | By:                              |              |   |
|    |   |                             | Robert S. Whatley |   |
|    |   |                             | Vice President    |   |
|    |   |                             |              |   |
|    |   | **RAIDER INDUSTRIES, INC.** |              |
| Attest: |   | 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         |   |

 

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|       |       | **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:                       |                                     |   |
|            |            |                              |                                          |  |  |  |

 

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| **STATE OF TEXAS**   | **§** |    |
|----------------------|------------|---------|
| ** **           | **§** | **ss.** |
| **COUNTY OF HARRIS** | **§** |    |

 

On the 9th day of January 2006,before me personally came Robert S. Whatley, to me known, who, being by me dulysworn, did depose and say that he is Vice President of J. B. Poindexter &Co., Inc., a Delaware corporation, one of the corporations described inand which executed the foregoing instrument, and that he signed his namethereto by authority of the Board of Directors of said corporation.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

 
| **STATE OF TEXAS**   | **§** |    |
|----------------------|------------|---------|
| ** **           | **§** | **ss.** |
| **COUNTY OF HARRIS** | **§** |    |

 

On the 9th day of January 2006,before me personally came Robert S. Whatley, to me known, who, being by meduly 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 whichexecuted the foregoing instrument, and that he signed his name thereto by authorityof the Board of Directors of said corporation.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

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| **STATE OF TEXAS**   | **§** |    |
|----------------------|------------|---------|
| ** **           | **§** | **ss.** |
| **COUNTY OF HARRIS** | **§** |    |

 

 

On the 9th day of January 2006,before me personally came Robert S. Whatley, to me known, who, being by me dulysworn, 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 executedthe foregoing instrument, and that he signed his name thereto by authority ofthe Board of Directors of said corporation.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

 
| **STATE OF TEXAS**   | **§** |    |
|----------------------|------------|---------|
| ** **           | **§** | **ss.** |
| **COUNTY OF HARRIS** | **§** |    |

 

On the 9th day of January 2006,before me personally came Robert S. Whatley, to me known, who, being by me dulysworn, did depose and say that he is Vice President of Lowy Group, Inc., aDelaware corporation, one of the corporations described in and which executedthe foregoing instrument, and that he signed his name thereto by authority ofthe Board of Directors of said corporation.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

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| **STATE OF TEXAS**   | **§** |    |
|----------------------|------------|---------|
| ** **           | **§** | **ss.** |
| **COUNTY OF HARRIS** | **§** |    |

 

On the 9th day of January 2006,before me personally came Robert S. Whatley, to me known, who, being by me dulysworn, did depose and say that he is Vice President of EFP Corporation, aDelaware corporation, one of the corporations described in and which executedthe foregoing instrument, and that he signed his name thereto by authority ofthe Board of Directors of said corporation.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

 
| **STATE OF TEXAS**   | **§** |    |
|----------------------|------------|---------|
| ** **           | **§** | **ss.** |
| **COUNTY OF HARRIS** | **§** |    |

 

On the 9th day of January 2006,before me personally came Robert S. Whatley, to me known, who, being by me dulysworn, did depose and say that he is Vice President of Magnetic InstrumentsCorp., a Delaware corporation, one of the corporations described in and whichexecuted the foregoing instrument, and that he signed his name thereto byauthority of the Board of Directors of said corporation.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

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| **STATE OF TEXAS**   | **§** |    |
|----------------------|------------|---------|
| ** **           | **§** | **ss.** |
| **COUNTY OF HARRIS** | **§** |    |

 

On the 9th day of January 2006,before me personally came Robert S. Whatley, to me known, who, being by me dulysworn, 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 foregoinginstrument, and that he signed his name thereto by authority of the Board ofDirectors of said corporation.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

 
| **STATE OF TEXAS**   | **§** |    |
|----------------------|------------|---------|
| ** **           | **§** | **ss.** |
| **COUNTY OF HARRIS** | **§** |    |

 

On the 9th day of January 2006,before me personally came Robert S. Whatley, to me known, who, being by me dulysworn, did depose and say that he is Vice President of Raider Industries Inc.,a corporation formed in Saskatchewan, Canada, one of the corporations describedin and which executed the foregoing instrument, and that he signed his namethereto by authority of the Board of Directors of said corporation.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

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| **STATE OF TEXAS**   | **§** |    |
|----------------------|------------|---------|
| ** **           | **§** | **ss.** |
| **COUNTY OF HARRIS** | **§** |    |

 

On the 9th day of January 2006,before me personally came Robert S. Whatley, to me known, who, being by me dulysworn, did depose and say that he is Vice President of Universal Brixius, Inc.,a Wisconsin corporation, one of the corporations described in and whichexecuted the foregoing instrument, and that he signed his name thereto byauthority of the Board of Directors of said corporation.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

 
| **STATE OF TEXAS**   | **§** |    |
|----------------------|------------|---------|
| ** **           | **§** | **ss.** |
| **COUNTY OF HARRIS** | **§** |    |

 

On the 9th day of January 2006,before me personally came Robert S. Whatley, to me known, who, being by me dulysworn, 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 FinancialManagement, L.P., a Texas limited partnership, one of the legal entitiesdescribed in and which executed the foregoing instrument, and that he signedhis name thereto by authority of the Board of Directors of the Morgan TrailerMfg. Co. as General Partner of Morgan Trailer Financial Management, L.P.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

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| **STATE OF CALIFORNIA**                                                                                                                                                                 | **§** |    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------|
| ** **                                                                                                                                                                              | **§** | **ss.** |
| **COUNTY OF                              ** | **§** |    |

 

 

On the        day of January 2006, before mepersonally came Thomas Daly, to me known, who, being by me duly sworn, diddepose and say that he is President of Morgan Trailer Financial ManagementCorporation, a Nevada corporation, one of the corporations described in andwhich executed the foregoing instrument, and that he signed his name thereto byauthority of the Board of Directors of said corporation.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

 
| **STATE OF TEXAS**   | **§** |    |
|----------------------|------------|---------|
| ** **           | **§** | **ss.** |
| **COUNTY OF HARRIS** | **§** |    |

 

On the 9th day of January 2006,before me personally came Robert S. Whatley, to me known, who, being by me dulysworn, did depose and say that he is Vice President of Morgan OlsonCorporation, a Delaware corporation, one of the corporations described in andwhich executed the foregoing instrument, and that he signed his name thereto byauthority of the Board of Directors of said corporation.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

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| **STATE OF TEXAS**   | **§** |    |
|----------------------|------------|---------|
| ** **           | **§** | **ss.** |
| **COUNTY OF HARRIS** | **§** |    |

 

On the 6th day of January 2006,before me personally came Robert S. Whatley, to me known, who, being by me dulysworn, did depose and say that he is Vice President of Commercial Babcock, Inc.,a corporation formed in Ontario, Canada, one of the corporations described inand which executed the foregoing instrument, and that he signed his namethereto by authority of the Board of Directors of said corporation.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

 
| **STATE OF DELAWARE**                                                                                                                                                                   | **§** |    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------|
| ** **                                                                                                                                                                              | **§** | **ss.** |
| **COUNTY OF                              ** | **§** |    |

 

On the       day of January 2006, before me personally came Robert S. Whatley to meknown, who, being by me duly sworn, did depose and say that he is VicePresident of Federal Coach LLC, a Delaware limited liability company, one ofthe corporations described in and which executed the foregoing instrument, andthat he signed his name thereto by authority of the Board of Directors of saidlimited liability company.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

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| **STATE OF DELAWARE**                                                                                                                                                                   | **§** |    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------|
| ** **                                                                                                                                                                              | **§** | **ss.** |
| **COUNTY OF                              ** | **§** |    |

 

On the       day of January 2006,before me personally came                                      to me known, who, being by me duly sworn, did depose and say that [he – she] is                                                       ofWilmington Trust Company, as Trustee described in and which executed theforegoing instrument, and that [he – she] signed [his – her] name thereto byauthority of the Board of Directors of said corporation.

 

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

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