SEVENTH SUPPLEMENTAL INDENTURE

                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 8¾ % 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

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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 wi