Exhibit 4.12


 


J.
B. POINDEXTER & CO., INC.


 


As Issuer


 


 


THE SUBSIDIARY
GUARANTORS NAMED HEREIN


 


As Guarantors


 


 


WILMINGTON TRUST
COMPANY


 


As Trustee


 


 


 


SIXTH SUPPLEMENTAL INDENTURE


 


Dated as of September
4, 2007


 


 


to


 


INDENTURE


 


Dated as of March 15, 2004


 


 


 


83⁄4 % Senior Notes
Due 2014


 





















 


SIXTH SUPPLEMENTAL INDENTURE, dated
as of September 4, 2007, (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”) (Morgan,
TAG, Lowy, EFP, MIC, Raider, SWK, Brixius, MTFC, MTFMLP, MOC, CB, Federal,
Eagle and State Wide, are collectively called the “Subsidiary Guarantors” and
Richard’s, MIC Mexico, Tarlton, Handley and M&M, are collectively called
the “Additional 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 and the Fifth Supplemental Indenture dated as of September 30, 2006 (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 consent of any
Holders, the Company, the Subsidiary Guarantors, and the Trustee, at any time
and from time to time, may supplement the Indenture, in form satisfactory to
the Trustee, for the purpose of 


 


1





















 


allowing additional guarantors to become Subsidiary
Guarantors of the obligations of the Company and those of each other Subsidiary
Guarantor under the Indenture and the Securities; provided such action
pursuant to Section 9.01 shall not adversely affect the interests of the
Holders in any material respect;


 


WHEREAS, MIC
has previously acquired all of the outstanding stock of Richard’s, MIC Mexico, Tarlton
and M&M and all of the partnership interests in Handley; and


 


WHEREAS, the
Board of Directors of the Company has determined that making each of the Additional
Guarantors a Guarantor of the Indenture does not adversely affect the interests
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 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, the Additional 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.  Agreement
to Guarantee. Each Additional Guarantor hereby agrees and confirms that, by
its execution and delivery of this Fifth Supplemental Indenture, it will be
deemed to be a “Guarantor” for all purposes of the obligations of the Company
and those of each other Subsidiary Guarantor under the Indenture and the
Securities, and shall have all the obligations of a Subsidiary Guarantor
hereunder with the same effect as if it had been named a Subsidiary Guarantor
in the Indenture and the Securities. Each Additional Guarantor 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 Securities applicable to a Subsidiary
Guarantor.


 


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.


 


2





















 


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 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.


 


	
  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

  



 


4





















 


	
  

  	
  RAIDER INDUSTRIES, INC.

  
	
   

  	
  a Saskatchewan corporation

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MORGAN TRAILER FINANCIAL

  
	
   

  	
  CORPORATION

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  



 


5





















 


	
  Attest:

  	
  MORGAN OLSON, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Robert S. Whatley

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
  COMMERCIAL BABCOCK INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


9





















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the        day of October,
2007, before me personally came Robert S. Whatley, to me known, who, being by
me duly sworn, did depose and say that he is Vice President of J. B. Poindexter
& Co., Inc., a Delaware corporation, one of the corporations described in
and which executed the foregoing instrument, and that he signed his name
thereto by authority of the Board of Directors of said corporation.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the        day of October,
2007, before me personally came Robert S. Whatley, to me known, who, being
by me duly sworn, did depose and say that he is Vice President of Morgan Truck
Body, LLC, a Delaware limited liability company, one of the companies described
in and which executed the foregoing instrument, and that he signed his name
thereto by authority of the Board of Managers of said company.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


10





















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the        day of October,
2007, before me personally came Robert S. Whatley, to me known, who, being by
me duly sworn, did depose and say that he is Vice President of Truck Accessories
Group, LLC, a Delaware limited liability company, one of the companies
described in and which executed the foregoing instrument, and that he signed
his name thereto by authority of the Board of Managers of said company.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the        day of October,
2007, before me personally came Robert S. Whatley, to me known, who, being by
me duly sworn, did depose and say that he is Vice President of Lowy Group,
Inc., a Delaware corporation, one of the corporations described in and which
executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


11





















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the        day of October,
2007, before me personally came Robert S. Whatley, to me known, who, being by
me duly sworn, did depose and say that he is Vice President of EFP, LLC, a Delaware
limited liability company, one of the companies described in and which executed
the foregoing instrument, and that he signed his name thereto by authority of
the Board of Managers of said company.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the        day of October,
2007, before me personally came Robert S. Whatley, to me known, who, being by
me duly sworn, did depose and say that he is Vice President of MIC Group, LLC,
a Delaware limited liability company, one of the companies described in and
which executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Managers of said company.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


12





















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the        day of October,
2007, before me personally came Robert S. Whatley, to me known, who, being by
me duly sworn, did depose and say that he is Vice President of Raider
Industries Inc., a corporation formed in Saskatchewan, Canada, one of the
corporations described in and which executed the foregoing instrument, and that
he signed his name thereto by authority of the Board of Directors of said
corporation.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the        day of October,
2007, before me personally came Robert S. Whatley, to me known, who, being by
me duly sworn, did depose and say that he is Vice President of SWK Holdings,
Inc., a Texas corporation, one of the corporations described in and which
executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


13





















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the        day of October,
2007, before me personally came Robert S. Whatley, to me known, who, being by
me duly sworn, did depose and say that he is Vice President of Universal
Brixius, LLC, a Delaware limited liability company, one of the companies
described in and which executed the foregoing instrument, and that he signed
his name thereto by authority of the Board of Managers of said company.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the        day of October,
2007, before me personally came Robert S. Whatley, to me known, who, being by
me duly sworn, did depose and say that he is Secretary of Morgan Trailer
Financial Corporation, a Nevada corporation, one of the corporations described
in and which executed the foregoing instrument, and that he signed his name
thereto by authority of the Board of Directors of said corporation.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


14





















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the        day of October,
2007, before me personally came Robert S. Whatley, to me known, who, being by
me duly sworn, did depose and say that he is Vice President of Morgan Truck
Body, LLC, a Delaware limited liability company and the general partner of
Morgan Trailer Financial Management, L.P., a Texas limited partnership, one of
the legal entities described in and which executed the foregoing instrument,
and that he signed his 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        day of October,
2007, before me personally came Robert S. Whatley, to me known, who, being by
me duly sworn, did depose and say that he is Vice President of Morgan Olson,
LLC, a Delaware limited liability company, one of the companies described in
and which executed the foregoing instrument, and that he signed his name
thereto by authority of the Board of Managers of said company.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


15





















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the        day of October,
2007, before me personally came Robert S. Whatley, to me known, who, being by
me duly sworn, did depose and say that he is Vice President of Commercial
Babcock, Inc., a corporation formed in Ontario, Canada, one of the corporations
described in and which executed the foregoing instrument, and that he signed
his name thereto by authority of the Board of Directors of said corporation.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the       
day of October, 2007, before me personally came Robert S. Whatley to me known,
who, being by me duly sworn, did depose and say that he is Vice President of
Federal Coach LLC, a Delaware limited liability company, one of the companies
described in and which executed the foregoing instrument, and that he signed
his name thereto by authority of the Board of Managers of said company.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


16





















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the       
day of October, 2007, before me personally came Robert S. Whatley to me known,
who, being by me duly sworn, did depose and say that he is Vice President of
Eagle Specialty Vehicles, LLC, a Delaware limited liability company, one of the
companies described in and which executed the foregoing instrument, and that he
signed his name thereto by authority of the Board of Managers of said company.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the       
day of October, 2007, before me personally came Robert S. Whatley to me known,
who, being by me duly sworn, did depose and say that he is Vice President of
State Wide Aluminum, Inc., an Indiana corporation, one of the corporations
described in and which executed the foregoing instrument, and that he signed
his name thereto by authority of the Board of Directors of said corporation.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


17





















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the       
day of October, 2007, before me personally came Robert S. Whatley to me known,
who, being by me duly sworn, did depose and say that he is Vice President of
Richard’s Manufacturing Company, an Oklahoma corporation, one of the
corporations described in and which executed the foregoing instrument, and that
he signed his name thereto by authority of the Board of Directors of said
corporation.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the       
day of October, 2007, before me personally came Robert S. Whatley to me known,
who, being by me duly sworn, did depose and say that he is Vice President of
Tarlton Supply Co., a Texas corporation, one of the corporations described in
and which executed the foregoing instrument, and that he signed his name
thereto by authority of the Board of Directors of said corporation.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


18





















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the       
day of October, 2007, before me personally came Robert S. Whatley to me known,
who, being by me duly sworn, did depose and say that he is Vice President of
MIC Group, LLC as general partner of Handley, L.P., a Texas corporation, one of
the corporations described in and which executed the foregoing instrument, and
that he signed his name thereto by authority of the Board of Directors of said corporation.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the       
day of October, 2007, before me personally came                           
to me known, who, being by me duly sworn, did depose and say that he is                         
of MIC MACHINING GROUP S. de R.L. de C.V., a Mexican corporation, one of the
corporations described in and which executed the foregoing instrument, and that
he signed his name thereto by authority of the Board of Directors of said
corporation.


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


19





















 


	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF HARRIS

  	
  §

  	
   

  



 


On the       
day of October, 2007, before me personally came Robert S. Whatley to me known,
who, being by me duly sworn, did depose and say that he is Vice President of
Machine & Manufacturing I Inc., a Texas corporation, one of the
corporations described in and which executed the foregoing instrument, and that
he signed his name thereto by authority of the Board of Directors of said
corporation.


 


 


	
  

  	
   

  	
   

  



 


20





















 


 


	
  STATE OF DELAWARE

  	
  §

  	
   

  
	
   

  	
  §

  	
  ss.

  
	
  COUNTY OF

  	
  §

  	
   

  



 


On the         
day of October, 2007, 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 the
foregoing instrument, and that [he – she] signed [his – her] name thereto by
authority of the Board of Directors of said corporation.


 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


21