**Exhibit4.11**

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

As Issuer

**THE SUBSIDIARY GUARANTORSNAMED HEREIN**

As Guarantors

**WILMINGTON TRUST COMPANY**

As Trustee

**FIFTHSUPPLEMENTAL INDENTURE**

**Dated as of October 19,2006**

to

**INDENTURE**

**Dated asof March 15, 2004**

**83⁄4 % Senior Notes Due2014**

** **

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**FIFTH SUPPLEMENTAL INDENTURE,**datedas of October 19, 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 TRUCK BODY, LLC**, a Delaware limited liability company(as successor in interest to MorganCorporation**,**a New Jerseycorporation “Morgan”), **TRUCK ACCESSORIES GROUP,LLC**, a Delaware limited liability company (as successor in interestto Truck Accessories Group, Inc.,a Delaware corporation “TAG”), **LOWYGROUP, INC.**,****a Delaware corporation (“Lowy”),**EFP, LLC**, a Delaware limited liabilitycompany (as successor in interest to EFPCorporation, a Delaware corporation “EFP”), **MIC GROUP,LLC**, a Delaware limited liability company (as successor in interestto MIC Group, Inc., a Delaware corporation “MIC”), **RAIDER INDUSTRIES, INC.**, a Saskatchewancorporation (“Raider”), **SWK HOLDINGS,INC.**,****a Texascorporation (“SWK”), **UNIVERSAL BRIXIUS, LLC**,a Delaware limited liability company (as successor in interest to Universal Brixius, Inc., a Wisconsincorporation “Brixius”), **MORGAN TRAILERFINANCIAL CORPORATION**, a Nevada corporation (“MTFC”), **MORGAN TRAILER FINANCIAL MANAGEMENT, L.P.**,a Texas limited partnership (“MTFMLP”), **MORGANOLSON, LLC**, a Delaware limited liability company (as successor ininterest to Morgan Olson Corporation, a Delaware corporation “MOC”), **COMMERCIAL BABCOCK INC**., an Ontario corporation (“CB”),**FEDERAL COACH LLC**, a Delaware limitedliability company (“Federal”), **EAGLE SPECIALTY VEHICLES,LLC**, a Delaware limited liability company (as successor in interestto Eagle Specialty Vehicles, Inc., an Ohio corporation (“Eagle”), and **STATE WIDE ALUMINUM, INC.**, an Indiana corporation (“StateWide”) (Morgan, TAG, Lowy, EFP, MIC, Raider, SWK, Brixius, MTFC, MTFMLP, MOC,CB, Federal, Eagle and State Wide 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**, theCompany, the Subsidiary Guarantors and the Trustee are parties to that certainIndenture, dated as of March 15, 2004, as amended by the FirstSupplemental Indenture dated as of December 14, 2004, the Second SupplementalIndenture dated as of June 10, 2005, the Third Supplemental Indenture dated asof January 9, 2006, and the Fourth Supplemental Indenture dated as of April 17,2006 (the “Indenture”) governing the Company’s 83⁄4 % Senior Notes due2014 (the “Securities”) issued thereunder;

**WHEREAS**, Section9.01(4) of the Indenture provides that, without the consent of any Holders, theCompany, the Subsidiary Guarantors, and the Trustee, at any time and from timeto time, may supplement the Indenture, in form satisfactory to the Trustee, forthe purpose of allowing additional guarantors to become Subsidiary Guarantorsof the obligations of the Company and those of each other Subsidiary Guarantorunder the Indenture and the Securities; provided such action pursuant toSection 9.01 shall not adversely affect the interests of the Holders in anymaterial respect;

**WHEREAS**, onSeptember 30, 2006 (i) Truck Accessories Group, Inc. was converted from aDelaware corporation into a Delaware limited liability company named “Truck

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Accessories Group, LLC”;(ii) EFP Corporation was converted from a Delaware corporation into a Delawarelimited liability company named “EFP, LLC”; (iii) MIC Group, Inc. was convertedfrom a Delaware corporation into a Delaware limited liability company named “MIC,LLC”; (iv) Universal Brixius, Inc. was converted from a Wisconsin corporationinto a Delaware limited liability company named “Universal Brixius, LLC” and(v) Morgan Olson Corporation was converted from a Delaware corporation into aDelaware limited liability company named “Morgan Olson, LLC” (collectively, the“LLC Conversions”);

WHEREAS, on September 30, 2006 (i) Eagle SpecialtyVehicles, Inc., an Ohio corporation was merged into Eagle Specialty Vehicles,LLC, a Delaware limited liability company, with such limited liability companybeing the surviving entity and (ii) Morgan Corporation was merged into MorganTruck Body, LLC, a Delaware limited liability company, with such limitedliability company being the surviving entity (collectively, the “Mergers”);and

**WHEREAS**, the Board of Directorsof the Company has determined that making the surviving entities of the LLCConversions and the Mergers Subsidiary (the “Additional Guarantors”) Guarantorsof the Indenture does not adversely affect the interests of the Holders in anymaterial respect;

**WHEREAS**, theCompany and the Subsidiary Guarantors pursuant to the foregoing authority,propose in and by this Supplemental Indenture to amend and supplement theIndenture as provided in this Supplemental Indenture, and request the Trusteeto enter into this Supplemental Indenture; and

**WHEREAS**, all thingsnecessary to make this Supplemental Indenture a valid agreement of the Company,the Subsidiary Guarantors, the Additional Guarantors and the Trustee and avalid amendment of and supplement to the Indenture have 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.**         Agreement to Guarantee.  Each Additional Guarantor hereby agrees andconfirms that, by its execution and delivery of this Second SupplementalIndenture, it will be deemed to be a “Guarantor” for all purposes of theobligations of the Company and those of each other Subsidiary Guarantor underthe Indenture and the Securities, and shall have all the obligations of aSubsidiary Guarantor hereunder with the same effect as if it had been named aSubsidiary Guarantor in the Indenture and the Securities. Each AdditionalGuarantor 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 Securitiesapplicable to a Subsidiary Guarantor.

**SECTION 3.**         Incorporation of SupplementalIndenture.  All provisions of thisSupplemental Indenture shall be deemed to be incorporated in, and made a partof, the Indenture, and the Indenture, as supplemented and amended by thisSupplemental Indenture, shall be read, taken and construed as one and the sameinstrument.

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**SECTION4.**          Headings.  The Article and Section headings of thisSupplemental Indenture are for convenience only and shall not affect theconstruction hereof.

**SECTION5.**          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.

**SECTION6.**          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 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.

**SECTION7.**          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.

**SECTION8.**          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.

**SECTION9.**          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.        Governing Law. This Supplemental Indenture shall be governed by and construed inaccordance with the laws of the State of New York.**

**THE REMAINDER OF THIS PAGE ISINTENTIONALLY 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 TRUCK BODY, LLC**           |
|    | ** ** | ** **                           | ** ** |
|    | ** ** | ** **                           | ** ** |
|    | ** ** | By:                                  |   |
|    | ** ** |                                 | Robert S. Whatley |
|    | ** ** |                                 | Vice President |
|    | ** ** | ** **                           | ** ** |
|    | ** ** | ** **                           | ** ** |
| Attest: | ** ** | **TRUCK ACCESSORIES GROUP, LLC**     |
|    | ** ** | ** **                           | ** ** |
|    | ** ** | ** **                           | ** ** |
|    | ** ** | By:                                  |   |
|    | ** ** |                                 | Robert S. Whatley |
|    | ** ** |                                 | Vice President |
|    | ** ** | ** **                           | ** ** |
|    | ** ** | ** **                           | ** ** |
| Attest: | ** ** | **LOWY GROUP, INC.**                 |
|    | ** ** | ** **                           | ** ** |
|    | ** ** | ** **                           | ** ** |
|    | ** ** | By:                                  |   |
|    | ** ** |                                 | Robert S. Whatley |
|    | ** ** |                                 | Vice President |
|    | ** ** | ** **                           | ** ** |
|    | ** ** | ** **                           | ** ** |
| Attest: | ** ** | **EFP, LLC**                         |
|    | ** ** | ** **                           | ** ** |
|    | ** ** | ** **                           | ** ** |
|    | ** ** | By:                                  |   |
|    | ** ** |                                 | Robert S. Whatley |
|    | ** ** |                                 | Vice President |
|    | ** ** | ** **                           | ** ** |
|    | ** ** | ** **                           | ** ** |
| Attest: | ** ** | **MIC GROUP, LLC**                   |
|    | ** ** | ** **                           | ** ** |
|    | ** ** | ** **                           | ** ** |
|    | ** ** | By:                                  |   |
|    | ** ** |                                 | Robert S. Whatley |
|    | ** ** |                                 | Vice President |

 

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| 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, LLC**               |
| ** ** | ** ** | ** **                               | ** ** |
| ** ** | ** ** | ** **                               | ** ** |
| ** ** | ** ** | By:                                      | ** ** |
|       |       |                                     | Robert S Whatley |
| ** ** | ** ** |                                     | Vice President |
| ** ** | ** ** | ** **                               | ** ** |
| ** ** | ** ** | ** **                               | ** ** |
| ** ** | ** ** | ** **                               | ** ** |
| Attest:    | ** ** | **MORGAN TRAILER FINANCIAL CORPORATION** |
| ** ** | ** ** | ** **                               | ** ** |
| ** ** | ** ** | ** **                               | ** ** |
| ** ** | ** ** | By:                                      | ** ** |
| ** ** | ** ** |                                     | Robert S. Whatley |
| ** ** | ** ** |                                     | Secretary |
| ** ** | ** ** | ** **                               | ** ** |
| ** ** | ** ** | ** **                               | ** ** |
| ** ** | ** ** | **MORGAN TRAILER FINANCIAL**             |
| ** ** | ** ** | **MANAGEMENT, L.P.**                     |
| ** ** | ** ** | ** **                               | ** ** |
| Attest:    | ** ** | **By:**                                  | **Morgan Truck Body, LLC, its general partner** |
| ** ** | ** ** | ** **                               | ** ** |
| ** ** | ** ** | ** **                               | ** ** |
|       |       | By:                                      | ** ** |
| ** ** | ** ** |                                     | Robert S. Whatley |
| ** ** | ** ** |                                     | Vice President |

 

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| Attest:    | ** ** | **MORGAN OLSON, LLC**             |
|------------|------------|-----------------------------------|
| ** ** | ** ** | ** **                        | ** ** |
| ** ** | ** ** | ** **                        | ** ** |
|       |       | By:                               | ** ** |
| ** ** | ** ** |                              | Robert S Whatley |
| ** ** | ** ** |                              | Vice President |
| ** ** | ** ** | ** **                        | ** ** |
| ** ** | ** ** | ** **                        | ** ** |
| Attest:    | ** ** | **COMMERCIAL BABCOCK INC.**       |
| ** ** | ** ** | ** **                        | ** ** |
| ** ** | ** ** | ** **                        | ** ** |
| ** ** | ** ** | By:                               | ** ** |
|       |       |                              | Robert S Whatley |
| ** ** | ** ** |                              | Vice President |
| ** ** | ** ** | ** **                        | ** ** |
| ** ** | ** ** | ** **                        | ** ** |
| Attest:    | ** ** | **FEDERAL COACH LLC**             |
| ** ** | ** ** | ** **                        | ** ** |
| ** ** | ** ** | ** **                        | ** ** |
| ** ** | ** ** | By:                               | ** ** |
|       |       |                              | Robert S Whatley |
| ** ** | ** ** |                              | Vice President |
| ** ** | ** ** | ** **                        | ** ** |
| ** ** | ** ** | ** **                        | ** ** |
| ** ** | ** ** | ** **                        | ** ** |
| Attest:    | ** ** | **EAGLE SPECIALTY VEHICLES, LLC** |
| ** ** | ** ** | ** **                        | ** ** |
| ** ** | ** ** | ** **                        | ** ** |
| ** ** | ** ** | By:                               | ** ** |
| ** ** | ** ** |                              | Robert S. Whatley |
| ** ** | ** ** |                              | Vice President |
| ** ** | ** ** | ** **                        | ** ** |
| ** ** | ** ** | ** **                        | ** ** |
| Attest:    | ** ** | **STATE WIDE ALUMINUM, INC.**     |
| ** ** | ** ** | ** **                        |
| ** ** | ** ** | ** **                        | ** ** |
|       |       | By:                               | ** ** |
| ** ** | ** ** |                              | Robert S. Whatley |
| ** ** | ** ** |                              | Vice President |

 

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| Attest:    | ** ** | **WILMINGTON TRUST COMPANY** |
|------------|------------|------------------------------|
| ** ** | ** ** | ** **                   |
| ** ** | ** ** | ** **                   | ** ** |
|       |       | By:                          | ** ** |
| ** ** | ** ** | Name:                        |   |
| ** ** | ** ** | Title:                       |   |

 

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

 

On the 2nd day of October 2006, before me personallycame Robert S. Whatley, to me known, who, being by me duly sworn, did deposeand say that he is Vice President of J. B. Poindexter & Co., 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 |
| ** **           | ** ** | ** **    |
| ** **           | ** ** | ** **    |
| **STATE OF TEXAS**   | **§** | ** **    |
| ** **           | **§** | **ss.**       |
| **COUNTY OF HARRIS** | **§** | ** **    |

 

On the 2nd day of October 2006, before me personallycame Robert S. Whatley, to me known, who, being by me duly sworn, diddepose and say that he is Vice President of Morgan Truck Body, LLC, a Delawarelimited liability company, one of the companies described in and which executedthe foregoing instrument, and that he signed his name thereto by authority ofthe Board of Managers of said company.
|            | ** ** | ** **    |
|------------|------------|---------------|
| ** ** | ** ** | Notary Public |

 

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

 

On the 2nd day of October 2006, before me personallycame Robert S. Whatley, to me known, who, being by me duly sworn, did deposeand say that he is Vice President of Truck Accessories Group, LLC, a Delawarelimited liability company, one of the companies described in and which executedthe foregoing instrument, and that he signed his name thereto by authority ofthe Board of Managers of said company.
|                      | ** ** | ** **    |
|----------------------|------------|---------------|
| ** **           | ** ** | Notary Public |
| ** **           | ** ** | ** **    |
| ** **           | ** ** | ** **    |
| **STATE OF TEXAS**   | **§** | ** **    |
| ** **           | **§** | **ss.**       |
| **COUNTY OF HARRIS** | **§** | ** **    |

 

On the 2nd day of October 2006, before me personallycame Robert S. Whatley, to me known, who, being by me duly sworn, did deposeand say that he is Vice President of Lowy Group, Inc., a Delaware corporation,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 |

 

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

 

On the 2nd day of October 2006, before me personallycame Robert S. Whatley, to me known, who, being by me duly sworn, did deposeand say that he is Vice President of EFP, LLC, a Delaware limited liabilitycompany, one of the companies described in and which executed the foregoinginstrument, and that he signed his name thereto by authority of the Board ofManagers of said company.
|                      | ** ** | ** **    |
|----------------------|------------|---------------|
| ** **           | ** ** | Notary Public |
| ** **           | ** ** | ** **    |
| ** **           | ** ** | ** **    |
| **STATE OF TEXAS**   | **§** | ** **    |
| ** **           | **§** | **ss.**       |
| **COUNTY OF HARRIS** | **§** | ** **    |

 

On the 2nd day of October 2006, before me personallycame Robert S. Whatley, to me known, who, being by me duly sworn, did deposeand say that he is Vice President of MIC Group, LLC, a Delaware limitedliability company, one of the companies described in and which executed theforegoing instrument, and that he signed his name thereto by authority of theBoard of Managers of said company.
|            | ** ** | ** **    |
|------------|------------|---------------|
| ** ** | ** ** | Notary Public |

 

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

 

On the 2nd day of October 2006, before me personallycame Robert S. Whatley, to me known, who, being by me duly sworn, did deposeand say that he is Vice President of Raider Industries Inc., a corporationformed in Saskatchewan, Canada, 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 2nd day of October 2006, before me personallycame Robert S. Whatley, to me known, who, being by me duly sworn, did deposeand say that he is Vice President of SWK Holdings, Inc., a Texas corporation,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 |

 

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

 

On the 2nd day of October 2006, before me personallycame Robert S. Whatley, to me known, who, being by me duly sworn, did deposeand say that he is Vice President of Universal Brixius, LLC, a Delaware limitedliability company, one of the companies described in and which executed theforegoing instrument, and that he signed his name thereto by authority of theBoard of Managers of said company.
|                      | ** ** | ** **    |
|----------------------|------------|---------------|
| ** **           | ** ** | Notary Public |
| ** **           | ** ** | ** **    |
| ** **           | ** ** | ** **    |
| **STATE OF TEXAS**   | **§** | ** **    |
| ** **           | **§** | **ss.**       |
| **COUNTY OF HARRIS** | **§** | ** **    |

 

On the 2nd day of October 2006, before me personallycame Robert S. Whatley, to me known, who, being by me duly sworn, did deposeand say that he is Secretary of Morgan Trailer Financial Corporation, a Nevadacorporation, one of the corporations described in and which executed theforegoing instrument, and that he signed his name thereto by authority of theBoard of Directors of said corporation.
|            | ** ** | ** **    |
|------------|------------|---------------|
| ** ** | ** ** | Notary Public |

 

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

 

On the 2nd day of October 2006, before me personallycame Robert S. Whatley, to me known, who, being by me duly sworn, did deposeand say that he is Vice President of Morgan Truck Body, LLC, a Delaware limitedliability company 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 Managers of Morgan Truck Body,LLC as General Partner of Morgan Trailer Financial Management, L.P.
|                      | ** ** | ** **    |
|----------------------|------------|---------------|
| ** **           | ** ** | Notary Public |
| ** **           | ** ** | ** **    |
| ** **           | ** ** | ** **    |
| **STATE OF TEXAS**   | **§** | ** **    |
| ** **           | **§** | **ss.**       |
| **COUNTY OF HARRIS** | **§** | ** **    |

 

On the 2nd day of October 2006, before me personallycame Robert S. Whatley, to me known, who, being by me duly sworn, did deposeand say that he is Vice President of Morgan Olson, LLC, a Delaware limitedliability company, one of the companies described in and which executed theforegoing instrument, and that he signed his name thereto by authority of theBoard of Managers of said company.
|            | ** ** | ** **    |
|------------|------------|---------------|
| ** ** | ** ** | Notary Public |

 

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

 

On the 2nd day of October 2006, before me personallycame Robert S. Whatley, to me known, who, being by me duly sworn, did deposeand say that he is Vice President of Commercial Babcock, Inc., a corporationformed in Ontario, Canada, 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 2nd day of October 2006, before me personallycame Robert S. Whatley to me known, who, being by me duly sworn, did depose andsay that he is Vice President of Federal Coach LLC, a Delaware limitedliability company, one of the companies described in and which executed theforegoing instrument, and that he signed his name thereto by authority of theBoard of Managers of said company.
|            | ** ** | ** **    |
|------------|------------|---------------|
| ** ** | ** ** | Notary Public |

 

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

 

On the 2nd day of October 2006, before me personallycame Robert S. Whatley to me known, who, being by me duly sworn, did depose andsay that he is Vice President of Eagle Specialty Vehicles, LLC, a Delawarelimited liability company, one of the companies described in and which executedthe foregoing instrument, and that he signed his name thereto by authority ofthe Board of Managers of said company.
|                      | ** ** | ** **    |
|----------------------|------------|---------------|
| ** **           | ** ** | Notary Public |
| ** **           | ** ** | ** **    |
| ** **           | ** ** | ** **    |
| **STATE OF TEXAS**   | **§** | ** **    |
| ** **           | **§** | **ss.**       |
| **COUNTY OF HARRIS** | **§** | ** **    |

 

On the 2nd day of October 2006, before me personallycame Robert S. Whatley to me known, who, being by me duly sworn, did depose andsay that he is Vice President of State Wide Aluminum, Inc., an Indianacorporation, one of the corporations described in and which executed theforegoing instrument, and that he signed his name thereto by authority of theBoard of Directors of said corporation.
|            | ** ** | ** **    |
|------------|------------|---------------|
| ** ** | ** ** | Notary Public |

 

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

 

On the       day ofOctober 2006, 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 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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