8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July17, 2009

WABASH NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10883	52-1375208
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 Sagamore Parkway South Lafayette, Indiana	47905
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (765) 771-5310

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Section 1 — Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On July 17, 2009, Wabash National Corporation, a Delaware corporation (“Wabash” or the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Trailer Investments, LLC (“Trailer Investments”), an entity formed for this purpose by Lincolnshire Equity Fund III, L.P., a private equity investment fund managed by Lincolnshire Management, Inc., pursuant to which Trailer Investments will invest $35 million in the Company.

Pursuant to the terms of the Agreement, the Company will issue and sell to Trailer Investments the following preferred stock (the “Preferred Stock”): $20,000,000 of the Company’s Series E redeemable preferred stock (“Series E Preferred”) comprised of 20,000 shares of Series E Preferred at a price per share of $1,000; $5,000,000 of the Company’s Series F redeemable preferred stock (“Series F Preferred”) comprised of 5,000 shares of Series F Preferred at a price per share of $1,000; and $10,000,000 of the Company’s Series G redeemable preferred stock (“Series G Preferred”) comprised of 10,000 shares of Series G Preferred at a price per share of $1,000. Pursuant to the terms of the Agreement, the Company will also issue to Trailer Investments a warrant (the “Warrant”) that is immediately exercisable at $0.01 per share for a number of newly issued shares of common stock representing 44.21% of the issued and outstanding common stock of the Company after giving effect to the issuance of the shares underlying the warrant, subject to upward adjustment to maintain that percentage if currently outstanding options are exercised. The number of shares of common stock subject to the Warrant is also subject to upward adjustment to an amount equivalent to 49.99% of the issued and outstanding common stock of the Company on the original issuance date after giving effect to the issuance of the shares underlying the warrant in specified circumstances where the Company loses its ability to utilize its net operating loss carryforwards, including as a result of a stockholder of the Company acquiring greater than 5% of the outstanding common stock of the Company. The Warrant may be exercised for cash or may be converted into Common Stock under a customary “cashless exercise” fixture based upon the trading price of the Common Stock at the time of exercise. The Warrant also contains customary anti-dilution adjustment features for stock splits and the like as well as future issuances of stock or derivative securities that have sale or exercise prices below the then current market price or $0.54.

The terms of the Preferred Stock will be provided in the certificates of designation for each series of Preferred Stock. The forms of certificate of designation for each series are attached as exhibits to the Agreement. Concurrently with the closing of the transactions contemplated by the Agreement, the Company and Trailer Investments will also enter into an Investor Rights Agreement (the “Investor Rights Agreement”). Below is a summary of some of the terms of the Preferred Stock and the rights to be granted to

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Trailer Investments in connection with its investment pursuant to the Agreement, the certificates of designation, the Warrant and the Investor Rights Agreement.

The dividend rate of the Preferred Stock will be as follows:

• Series E Preferred will have a dividend rate of 15% per annum payable quarterly, which dividend rate will be increased by 0.5% every quarter if Series E Preferred is still outstanding after the 5 year anniversary of its issuance;

• Series F Preferred will have a dividend rate of 16% per annum payable quarterly, which dividend rate will be increased by 0.5% every quarter if Series F Preferred is still outstanding after the 5 year anniversary of its issuance; and

• Series G Preferred will have a dividend rate of 18% per annum payable quarterly, which dividend rate will be increased by 0.5% every quarter if Series G Preferred is still outstanding after the 5 year anniversary of its issuance.

During the first two years, dividends may be accrued at the election of the Company. The Preferred Stock also provides the holders with certain rights including an increase in the dividend rate upon the occurrence of any event of noncompliance.

The Preferred Stock may be redeemed by the Company after 1 year from the date of issuance at the following rates:

• from the 13^th through 36^th month at a 20% premium to the sum of the issue price plus all accrued and unpaid dividends;

• from the 37^th through 60^th month at a 15% premium to the sum of the issue price plus all accrued and unpaid dividends; and

• after the 60^th month, without any premium at the sum of the issue price plus all accrued and unpaid dividends; provided that if the Preferred Stock is not redeemed at the 60^th month, the dividend rate of the Preferred Stock will be increased every quarter by 0.5% as described above.

Upon occurrence of a change of control of the Company (e.g., more than 50% of the voting power is transferred or acquired by any person other than Trailer Investments and its affiliates unless Trailer Investments or its affiliates acquire the Company) as defined in the Certificates of Designation, the Preferred Stock becomes immediately redeemable at the election of the holder at the following rates:

• Series E Preferred and Series F Preferred must be redeemed at a price equal to the sum of the issue price (plus accrued and unpaid dividends) and a premium of 200% of the sum of the issue price plus all accrued and unpaid dividends; and

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• Series G Preferred must be redeemed at a price equal to the sum of the issue price (plus accrued and unpaid dividends) and a premium of 225% of the sum of the issue price plus all accrued and unpaid dividends.

The change of control provisions for the Preferred Stock are subject to a look-back, whereby if the shares of Preferred Stock are redeemed pursuant to the voluntary redemption provisions within 12 months prior to the occurrence of a change of control, the Company would still have to pay the additional amount to the holders of the Preferred Stock that was redeemed so that such holders would receive the aggregate payments equal to the change of control redemption amounts.

After the consummation of the investment contemplated by the Agreement, Trailer Investments will have the right to designate five out of twelve members to the Company’s board of directors. Furthermore, Trailer Investments will also have the following rights: rights to information delivery and access to information and management of the Company; veto rights over certain significant matters of the Company’s operations and business (including payments of dividends, issuance of securities of the Company, incurrence of indebtedness, liquidation and sale of assets, changes in the size of the Company’s board of directors, amendments of organizational documents of the Company and its subsidiaries and other material actions by the Company) subject to certain thresholds and limitations; right of first refusal to participate in any future private financings; and certain other customary rights granted to investors in similar transactions. The Company is also required to promptly file a registration statement to permit resale of the Warrant shares to the maximum extent possible.

The Agreement contains customary representations, warranties, covenants and closing conditions by, among and for the benefit of the parties. The Agreement also provides for indemnification of Trailer Investments and its affiliates in the event that they incur losses, claims, damages, liabilities, diminution in value, contingencies and expenses to which they may become subject as a result of or relating to any breach of a representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Agreement and related transaction documents. The Agreement also contains customary restrictions prior to closing on the ability of the Company to solicit, initiate, facilitate or encourage the making, submission, announcement or completion of any competing proposal or to take any action that is intended to lead to any competing proposal, as well as customary exceptions for the Company to respond appropriately if the Company receives an unsolicited, written bona fide competing proposal, during the period ending 10 days from the mailing to shareholders described below, that the Company’s Board has reasonably determined constitutes a superior proposal.

The consummation of the investment contemplated by the Agreement is subject to, among others, the following conditions: (i) effectiveness of the amendment of the Company’s revolving credit facility described below; (ii) compliance with the notice provisions under the exception to the NYSE Shareholder Approval Policy, as described below; (iii) the absence of any judgment, writ, order, injunction, award or decree

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enjoining or preventing the consummation of the investment; and (iv) the satisfaction of customary closing conditions.

As described under Item 2.03 below, on July 17, 2009, the Company and certain of its subsidiaries entered into the Third Amended and Restated Loan and Security Agreement, which amends and restates the Company’s current revolving credit facility. The amendment and restatement will be effective upon the consummation of the investment contemplated by the securities purchase agreement and satisfaction of other closing conditions. The Third Amended and Restated Loan Agreement is described below under Item 2.03, and the information set forth under Item 2.03 is incorporated herein by reference.

The issuance of the Warrant and the transactions related to the proposed investment would normally require approval of the Company’s shareholders in accordance with the NYSE Shareholder Approval Policy. The board of directors of the Company has unanimously determined that the delay necessary in securing shareholder approval prior to the issuance of the Warrant to Trailer Investments would seriously jeopardize the financial viability of the Company. In reaching this conclusion, the board of directors considered various factors, including factors specific to the Company and the extraordinary and highly uncertain economic and financial environment in the trailer industry. The NYSE has accepted the Company’s application of the exception. The Company, in reliance on the exception, is mailing to all shareholders a letter notifying them of its intention to issue the warrant without seeking shareholder approval. The closing of the transactions contemplated by the securities purchase agreement will not occur until at least ten days after that notice is mailed.

The foregoing descriptions of the Agreement, the certificates of designation, the Warrant and the Investor Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference, and to the forms of certificates of designation, Warrant and Investor Rights Agreement, which are exhibits to the Agreement.

On July 17, 2009, Wabash entered into an Amendment (the “Rights Agreement Amendment”) to the Rights Agreement, dated as of December 28, 2005 (the “Rights Agreement”), between Wabash and National City Bank, as Rights Agent, for the purpose of amending the Rights Agreement to render it inapplicable to Trailer Investments and its Affiliates. The foregoing description of the Rights Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement Amendment, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Cautionary Statement

The Agreement and other documents attached as exhibits to this report have been included to provide investors with information regarding their terms. Except for their status as contractual documents that establish and govern the legal relations among the

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parties thereto with respect to the transactions described above, the included documents are not intended to be sources of factual, business or operational information about the parties.

The Agreement and certain other documents attached as exhibits to this report contain representations and warranties made by the parties to each other regarding certain matters. The statements embodied in the representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Agreement and other documents. Please note that certain representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from those generally applicable to stockholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts.

Section 2 — Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 17, 2009, the Company and certain of its subsidiaries entered into the Third Amended and Restated Loan and Security Agreement (the “Amended Facility”), by and among the Company and certain of its subsidiaries identified on the signature page thereto (the “Borrowers”), Bank of America, N.A., as a Lender and as Agent (the “Agent”), and the other Lenders parties thereto. The Amended Facility is guaranteed by certain subsidiaries of the Company (the “Guarantors”) and secured by substantially all of the assets of the Borrowers and Guarantors.

The Amended Facility amends and restates the Company’s current revolving credit facility, and will be effective upon the consummation of the investment contemplated by the securities purchase agreement described in Item 1.01 and satisfaction of other customary closing conditions.

When effective, the Amended Facility will provide for borrowings of up to $100 million, subject to a borrowing base, a $12.5 million reserve and other discretionary reserves.

The interest rate on borrowings under the Amended Facility from the date of effectiveness through July 31, 2010 is LIBOR plus 4.25% or the prime rate of Bank of America, N.A. (the “Prime Rate”) plus 2.75%. After July 31, 2010, the interest rate is based upon average unused availability and will range between LIBOR plus 3.75% to 4.25% and the Prime Rate plus 2.25% to 2.75%. Upon effectiveness, the Borrowers are required to pay a monthly unused line fee equal 0.375% times the average daily unused availability along with other customary fees and expenses of the Agent and the lenders.

The Amended Facility contains customary representations, warranties, affirmative and negative covenants, including, without limitation, restrictions on mergers, dissolutions, acquisitions, indebtedness, affiliate transactions, the occurrence of liens, payments of subordinated indebtedness, disposition of assets, leases and changes to organizational documents.

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Under the Amended Facility, the Company may not repurchase or redeem its common stock and may not pay cash dividends to the Company’s common stockholders until the second anniversary of the effectiveness of the Amended Facility and then only if (i) no default or events of default are then in existence or would be caused by such purchase, redemption or payment, (ii) immediately after such purchase, redemption or payment, the Borrowers have unused availability of at least $40 million, (iii) the amount of all cash dividends paid by the Company does not exceed $20 million in any fiscal year and (iv) at least 5 business days prior to the purchase, redemption or payment, an officer of the company has delivered a certificate to the Agent certifying that the conditions precedent in clauses (i)-(iii) have been satisfied. The Company is, however, permitted to repurchase stock from employees upon termination of their employment so long as no default or event of default exists at the time or would be caused by such repurchase and such repurchases do not exceed $2.5 million in any fiscal year.

In addition, the Company may not repurchase or redeem the Preferred Stock and may not pay cash dividends to the holders of the Preferred Stock until July 1, 2010. At any time after July 1, 2010 until the second anniversary of the effectiveness of the Amended Facility, the Company may pay cash dividends or redeem or repurchase the Preferred Stock if (i) no default or events of default are then in existence or would be caused by such purchase, redemption or payment, (ii) immediately after such purchase, redemption or payment, the Borrowers have unused availability of at least $25 million and (iii) at least 5 business days prior to the purchase, redemption or payment, an officer of the company has delivered a certificate to the Agent certifying that the conditions precedent in clauses (i)-(iii) have been satisfied. After the second anniversary of the effectiveness of the Amended Facility, the unused availability condition precedent is reduced to $12.5 million.

The Amended Facility contains customary events of default including, without limitation, failure to pay obligations when due under the Amended Facility, false and misleading representations, breaches of covenants (subject in some instances to cure and grace periods), defaults by the Borrowers on certain other indebtedness, the occurrence of certain uninsured losses, business disruptions for a period of time that materially adversely affects the capacity to continue business on a profitable basis, changes of control (including a change of control as described in Item 1.01 relating to the Preferred Stock) and the incurrence of certain judgments that are not stayed, released or discharged within 30 days.

Upon the effectiveness of the Amended Facility, the lenders will waive certain events of default that have occurred under the existing credit facility and will waive the right to receive default interest during the time the events of default have continued.

The foregoing description of the Amended Facility does not purport to be complete and is qualified in its entirety by reference to the Amended Facility, which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

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Section 3 — Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated herein by reference.

The Company’s Series E redeemable preferred stock, Series F redeemable preferred stock and Series G redeemable preferred stock, and the Warrant for up to 44.21% of the shares of Wabash’s common stock (subject to adjustment as provided therein) to Trailer Investments, will be issued in reliance on Section 4(2) under the Securities Act of 1933 (the “Securities Act”) and Regulation D promulgated thereunder in a transaction not involving a public offering. Similarly, the shares of common stock issuable upon exercise of the Warrant, when and if exercised, will be issued in reliance on Section 4(2) under the Securities Act and Regulation D promulgated thereunder in a transaction not involving a public offering.

Item 3.03. Material Modification to Rights of Security Holders.

As described in Item 1.01 above, Wabash entered into the Rights Agreement Amendment to the Rights Agreement. The description in Item 1.01 above is incorporated herein by reference.

As described in Item 2.03 above, Wabash entered into the Third Amended and Restated Loan and Security Agreement on July 2007. The description in Item 2.03 above is incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

4.1	Amendment dated July 17, 2009, to the Rights Agreement, dated as of December 28, 2005, between Wabash and National City Bank, as Rights Agent
10.1	Securities Purchase Agreement dated as of July 17, 2009, by and between Wabash National Corporation and Trailer Investments, LLC, including Exhibits thereto
10.2	Third Amended and Restated Loan and Security Agreement (the “Amended Facility”), by and among the Company and certain of its subsidiaries identified on the signature page thereto, Bank of America, N.A., as a Lender and as Agent, and the other Lenders parties thereto

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Wabash National Corporation
Date July 20, 2009	By:	/s/ ROBERT J. SMITH
		Robert J. Smith
		Senior Vice President and Chief Financial Officer

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EX-4.1

Exhibit 4.1

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

     This Amendment No. 1 (this “Amendment”) to Rights Agreement dated as of December 28, 2005 (the “Agreement”), between Wabash National Corporation, a Delaware corporation (the “Company”), and National City Bank (the “Rights Agent”), is effective as of July 17, 2009.

     WHEREAS, the Company desires to make the application of the Agreement inapplicable to Trailer Investments, LLC and certain of its affiliates; and

     WHEREAS, the Company has delivered to the Rights Agent an appropriate certificate pursuant to Section 27 of the Agreement; and

     WHEREAS, in accordance with Section 27 of the Agreement, this Amendment shall become effective immediately upon execution by the Company, whether or not also executed by the Rights Agent.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section 1. Amendments to the Agreement.

     (a) The first sentence of Section 1(a) of the Agreement relating to the definition of “Acquiring Person” is deleted in its entirety and replaced with the following:

“Acquiring Person” shall mean any Person that, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 20% or more of the shares of Common Stock of the Company then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or any Subsidiary of the Company, or any Person holding shares of Common Stock for or pursuant to the terms of any such employee benefit plan to the extent, and only to the extent, of such shares of Common Stock so held, or (iv) any Trailer Entity.

     (b) Section 1(j) of the Agreement relating to the definition of “Distribution Date” is deleted in its entirety and replaced with the following:

“Distribution Date” shall mean the earlier of (i) the Close of Business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such specified or unspecified later date on or after the Record Date as may be determined by action of the Board prior to such time as any Person becomes an Acquiring Person, after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any Person holding shares of Common Stock for or pursuant to the terms of any such employee benefit plan, or any Trailer Entity) of, or of

the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in such Person becoming the beneficial owner of 20% or more of the outstanding shares of Common Stock.

     (c) The following additional defined terms shall be added to Section 1 of the Agreement:

“Trailer Entities” means Trailer Investments and each other Person which directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, Trailer Investments, where (i) “Person” means any individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or other form of entity not specifically listed in the foregoing, and (ii) where “Control,” “Controlled by” or “under common Control with” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Trailer Investments” means Trailer Investments, LLC, a Delaware limited liability company.

     (d) Section 11(a)(ii) of the Agreement is deleted in its entirety and replaced with the following:

Subject to Section 23 and Section 24 of this Agreement, in the event that any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any Person organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan, or any Trailer Entity), alone or together with its Affiliates and Associates, shall become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a transaction set forth in Section 13(a) hereof, or is an acquisition of shares of Common Stock pursuant to a cash tender offer made pursuant to Section 14(d) of the Exchange Act for all outstanding shares of Common Stock (other than shares of Common Stock beneficially owned by the Person making the offer or by its Affiliates or Associates) at a price and on terms determined by at least two-thirds of the Board, after receiving advice from one or more investment banking firms, to be (a) at a price which is fair to stockholders (taking into account all factors which such members of the Board deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, proper provision shall be made so that promptly following the Redemption Period (as defined in Section 23(a)), each holder of a Right (except as provided below and in Section 7(e) hereof) shall thereafter have the right to receive, upon exercise thereof and payment of an amount equal to the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result

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obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the “Purchase Price ” for each Right and for all purposes of this Agreement except to the extent set forth in Section 13 hereof) by 50% of the current market price per share of Common Stock (determined pursuant to Section 11(d) hereof) on the date of such first occurrence (such number of shares, the “Adjustment Shares ”).

     (e) The second sentence of Section 24(a) of the Agreement is deleted in its entirety and replaced with the following:

Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, any entity holding Common Stock for or pursuant to the terms of any such employee benefit plan, or any Trailer Entity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock then outstanding.

Section 2. Governing Law.

     This Amendment shall be deemed to be a contract made under the internal laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state.

Section 3. Severability.

     If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 4. Effect of Amendment.

     This Amendment is effective immediately upon execution by the Company, whether or not also executed by the Rights Agent. The Agreement, as amended by this Amendment, shall remain and continue in full force and effect and is in all respects agreed to, ratified and confirmed hereby. Any reference to the Agreement after the date first set forth above shall be deemed to be a reference to the Rights Agreement, as amended by this Amendment.

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Section 5. Counterparts.

     This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

WABASH NATIONAL CORPORATION
By:	/s/ Robert J. Smith
	Robert J. Smith
	Senior Vice President and Chief Financial Officer
NATIONAL CITY BANK
By:
	Name:
	Title:

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EX-10.1

Exhibit 10.1

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

dated as of

JULY 17, 2009

by and between

WABASH NATIONAL CORPORATION

and

TRAILER INVESTMENTS, LLC

TABLE OF CONTENTS

1. Definitions	2
2. Closing, Delivery and Payment	10
Section 2.1 Purchase and Sale of the Securities	10
Section 2.2 Closing; Payment of Purchase Price	10
3. Representations and Warranties of the Company	11
Section 3.1 Organization, Good Standing and Qualification	11
Section 3.2 Authorization	12
Section 3.3 No Conflict, Breach, Violation or Default	12
Section 3.4 Capitalization	12
Section 3.5 Valid Issuance	14
Section 3.6 Consents	14
Section 3.7 SEC Matters; Form S-3 Eligibility; Private Placement	14
Section 3.8 Financial Statements	16
Section 3.9 No Material Adverse Change	16
Section 3.10 Compliance With Laws	17
Section 3.11 Customers and Suppliers	18
Section 3.12 Material Contracts	19
Section 3.13 Tax Matters	20
Section 3.14 Property	22
Section 3.15 Employee Benefits Matters	23
Section 3.16 Labor Matters	24
Section 3.17 Intellectual Property	25
Section 3.18 Environmental Matters	27
Section 3.19 Insurance Coverage	28
Section 3.20 Product Recalls, Liability and Warranty	28
Section 3.21 Internal Controls	28
Section 3.22 Transactions with Affiliates	29
Section 3.23 Acknowledgement Regarding the Investor’s Purchase of Securities	29
Section 3.24 Brokers and Finders	29
Section 3.25 Change of Control	30
Section 3.26 Disclosure	30
4. Representations and Warranties of the Investor	30
Section 4.1 Organization and Existence	30
Section 4.2 Authorization	30
Section 4.3 No Conflict, Breach, Violation or Default	31
Section 4.4 Purchase Entirely for Own Account	31
Section 4.5 Investment Experience	31
Section 4.6 Restricted Securities	31
Section 4.7 Legends	31
Section 4.8 Accredited Investor	32
Section 4.9 Sufficient Funds	32
Section 4.10 Brokers and Finders	32
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Section 4.11 Disclosure	32
5. Conditions to the Closing	32
Section 5.1 Conditions to the Investor’s Obligations at the Closing	32
Section 5.2 Conditions to Obligations of the Company at the Closing	33
6. Covenants and Agreements of the Company and the Investor	34
Section 6.1 Certain Pre-Closing Covenants	34
Section 6.2 No Conflicting Agreements	34
Section 6.3 Integration	34
Section 6.4 Mailing	35
Section 6.5 No Solicitation of Competing Proposal or Changes of Recommendation	35
Section 6.6 Listing of Underlying Shares and Related Matters	38
Section 6.7 Notification	39
Section 6.8 Disclosure; Publicity	39
Section 6.9 Use of Proceeds	39
Section 6.10 Exchange Act Filings	39
Section 6.11 Compliance with Laws	39
7. Survival and Indemnification	40
Section 7.1 Survival	40
Section 7.2 Indemnification	40
8. Termination	40
Section 8.1 Termination Events	40
Section 8.2 Effect of Termination	41
Section 8.3 Termination Fee; Reimbursement of Expenses	42
9. Miscellaneous	43
Section 9.1 Successors and Assigns	43
Section 9.2 Counterparts; Facsimiles or Emails	43
Section 9.3 Titles and Subtitles	43
Section 9.4 Notices	43
Section 9.5 Expenses	44
Section 9.6 Amendments and Waivers	44
Section 9.7 Specific Performance	45
Section 9.8 Severability	45
Section 9.9 No Strict Construction	45
Section 9.10 Entire Agreement	45
Section 9.11 Section Headings; Construction	45
Section 9.12 Schedules and Exhibits	45
Section 9.13 Further Assurances	46
Section 9.14 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	46
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Schedules

Schedule 3.4(a)	Capitalization
Schedule 3.4(b)	Subsidiaries
Schedule 3.4(c)	Preemptive Rights
Schedule 3.4(d)	Company Awards
Schedule 3.4(e)	Adjustments
Schedule 3.4(f)	Poison Pill
Schedule 3.7(a)	SEC Filing Extensions
Schedule 3.7(e)	Compliance With Listing and Maintenance Requirements
Schedule 3.8	Financial Statements
Schedule 3.9(a)	Material Adverse Change
Schedule 3.10	Compliance With Laws
Schedule 3.11	Customers and Suppliers
Schedule 3.12(a)	Material Contracts
Schedule 3.14(a)	Owned Real Property
Schedule 3.14(b)	Leased Real Property
Schedule 3.15(a)	Employee Benefit Plans
Schedule 3.15(h)	Welfare Benefit Obligations
Schedule 3.15(j)	Acceleration of Payments
Schedule 3.15(l)	Section 409(A) Matters
Schedule 3.15(m)	List of Benefits, Compensation Plans or Agreements
Schedule 3.16(a)	Collective Bargaining Agreements
Schedule 3.16(c)	Employment Claims
Schedule 3.16(d)	Citizenship of Employees
Schedule 3.16(e)	Plant Closings and Layoffs
Schedule 3.17(a)	Intellectual Property Matters
Schedule 3.17(b)	Company Intellectual Property
Schedule 3.17(c)	Intellectual Property Infringement
Schedule 3.18	Environmental Matters
Schedule 3.20	Product Recalls, Liability and Warranty
Schedule 3.22	Transactions with Affiliates
Schedule 3.24	Brokers and Finders
Schedule 3.25	Change of Control
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Exhibits

Exhibit A	Form of Warrant
Exhibit B	Investor Rights Agreement
Exhibit C	Series E Certificate of Designation
Exhibit D	Series F Certificate of Designation
Exhibit E	Series G Certificate of Designation
Exhibit F	Form of Opinion of Company Counsel
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SECURITIES PURCHASE AGREEMENT

          This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of July 17, 2009 by and between Wabash National Corporation, a Delaware corporation (the “Company”), and Trailer Investments, LLC, a Delaware limited liability company (the “Investor”). Capitalized terms used, but not otherwise defined in this Agreement, shall have the meanings ascribed to such terms in Section 1.

RECITALS

     WHEREAS, the Investor wishes to purchase from the Company, and the Company wishes to sell and issue to the Investor, upon the terms and subject to the conditions set forth in this Agreement, (i) 20,000 shares of the Company’s Series E Redeemable Preferred Stock, par value $0.01 per share, having the rights, preferences, privileges and restrictions set forth in the Series E Certificate of Designation (together with any securities into which such shares may be reclassified, the “Series E Preferred”), at a per share purchase price equal to $1,000 per share, (ii) 5,000 shares of the Company’s Series F Redeemable Preferred Stock, par value $0.01 per share, having the rights, preferences, privileges and restrictions set forth in the Series F Certificate of Designation (together with any securities into which such shares may be reclassified, the “Series F Preferred”), at a per share purchase price equal to $1,000 per share, (iii) 10,000 shares of the Company’s Series G Redeemable Preferred Stock, par value $0.01 per share, having the rights, preferences, privileges and restrictions set forth in the Series G Certificate of Designation (together with any securities into which such shares may be reclassified, the “Series G Preferred” and, together with the Series E Preferred and the Series F Preferred, the “Shares”), at a per share purchase price equal to $1,000 per share and (iv) a warrant to purchase up to the number of shares of Common Stock equal to 44.21% (and subject to increase to 49.99% in the event the Company is unable to utilize its current net operating losses as a result of certain ownership changes) of the issued and outstanding shares of Common Stock (including shares of restricted stock) as of immediately prior to the Closing on a fully-diluted basis (but excluding the Out of the Money Options for the purpose of such calculation), in the form attached hereto as Exhibit A (the “Warrant”);

     WHEREAS, contemporaneously with the sale of the Series E Preferred, the Series F Preferred, the Series G Preferred and the Warrant, the parties hereto will execute and deliver an Investor Rights Agreement in the form attached hereto as Exhibit B (the “Investor Rights Agreement”), pursuant to which the Company will agree to provide certain registration rights, Board representation rights, preemptive rights and other rights to the Investor;

     WHEREAS, the Company has obtained the approval from the NYSE for the consummation of the Transactions (including the issuance of the Securities) without the approval of the Company’s stockholders in reliance on Section 312.05 of the NYSE Listed Company Manual (the “NYSE Approval”); and

     WHEREAS, the Board (at a meeting duly called and held) has unanimously approved this Agreement, the other Transaction Documents and the Transactions, on the terms and subject to the conditions set forth herein, in accordance with the Delaware General Corporation Law (“DGCL”);

     NOW, THEREFORE, in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Definitions. In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below:

          “Action” means any action, suit, investigation, proceeding, litigation, arbitration, mediation, audit, charge, hearing, order, claim or complaint (whether civil, criminal, administrative, investigative or informal).

          “Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such Person.

          “Agreement” has the meaning set forth in the introductory paragraph hereto.

          “Applicable Period” means the period beginning on the date hereof and ending ten calendar days after the Mailing Date.

          “Board” means the board of directors of the Company.

          “Business Day” means a day, other than a Saturday or Sunday, on which banks in New York, New York are open for the general transaction of business.

          “By-laws” means the amended and restated bylaws of the Company, as amended from time to time.

          “Certificates of Designation” means, collectively, the Series E Certificate of Designation, the Series F Certificate of Designation and the Series G Certificate of Designation.

          “Change of Recommendation” has the meaning set forth in Section 6.5(e).

          “Closing” means the closing of the purchase and sale of the Shares and the Warrant pursuant to Section 2.1.

          “Closing Date” has the meaning set forth in Section 2.1.

          “COBRA” means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code, and any similar state law.

          “Code” means the United States Internal Revenue Code of 1986, as amended, and the rulings and regulations thereunder.

          “Commission” means the United States Securities and Exchange Commission.

          “Common Stock” means, collectively, the shares of the Company’s Common Stock, par value $0.01 per share.

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          “Company” has the meaning set forth in the introductory paragraph hereto.

          “Company Awards” has the meaning set forth in Section 3.4(d).

          “Company Counsel” means Hogan & Hartson LLP, counsel to the Company.

          “Company Options” has the meaning set forth in Section 3.4(d).

          “Company Intellectual Property” has the meaning set forth in Section 3.17(b).

          “Company Recommendation” has the meaning set forth in Section 3.2.

          “Company Systems” means the computer systems, including the software, firmware, hardware, networks, interfaces, platforms and related systems owned or used by the Company and its Subsidiaries in the conduct of its business.

          “Company’s Knowledge” and “Known to the Company” and phrases of similar import mean the actual knowledge after due inquiry, but without independent investigation, of the individuals identified as executive officers in any SEC Filing made during the fiscal year ending December 31, 2009.

          “Competing Proposal” has the meaning set forth in Section 6.5(g).

          “Confidential Information” means material trade secrets, confidential information and know-how (including ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, pricing and cost information, and customer and supplier lists and related information).

          “Control” (including the terms “Controlling,” “Controlled by” or “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

          “Control Effects” has the meaning set forth in Section 3.25.

          “Credit Agreement” means the Company’s Second Amended and Restated Loan and Security Agreement, dated as of March 6, 2007 (as amended prior to the date hereof).

          “Credit Agreement Amendment” means an amendment to the Credit Agreement dated as of the date hereof among the Company and the various other parties named therein.

          “Dealer Contract” has the meaning set forth in Section 3.12(a).

          “DGCL” has the meaning set forth in the Recitals hereto.

          “Disclosure Schedules” has the meaning set forth in the introduction to Section 3.

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          “Employee Benefit Plan” means each “employee benefit plan” as defined in Section 3(3) of ERISA and each other benefit or compensation plan, program, agreement or arrangement maintained, sponsored, contributed or required to be contributed to by the Company or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries has any current or potential liability or obligation.

          “Environmental Laws” means all applicable federal, state, local and foreign statutes, regulations, ordinances and similar provisions having the force or effect of law, all judicial and administrative orders and determinations and all common law concerning public health and safety, worker health and safety, or pollution or protection of the environment.

          “ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended, and the rulings and regulations thereunder.

          “Evaluation Date” has the meaning set forth in Section 3.21.

          “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

          “Expenses” means all reasonable fees and out-of-pocket expenses (including all such fees and expenses of counsel, accountants, experts and consultants to a party hereto and its affiliates).

          “Foreign Benefit Plan” has the meaning set forth in Section 3.15(m).

          “GAAP” means United States generally accepted accounting principles, applied on a consistent basis, as in effect from time to time.

          “Governmental Authority” means any domestic (federal, state, municipal or local) or foreign or multinational government or governmental, regulatory, political, judicial or quasi-judicial or administrative subdivision, department, authority, entity, agency, commission, board, bureau, court, or instrumentality.

          “Improvements” has the meaning set forth in Section 3.14(d).

          “Inactive Subsidiary” means any direct or indirect Subsidiary of the Company that has no current operations and does not hold any assets or property.

          “Indebtedness” means, without duplication, all obligations (including all obligations for principal, interest, premiums, penalties, fees, and breakage costs) of the Company and its Subsidiaries (i) in respect of indebtedness for money borrowed (whether current, short-term or long-term, secured or unsecured, and including all overdrafts and negative cash balances) and indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Company or any of its Subsidiaries is responsible or liable; (ii) issued or assumed as the deferred purchase price of property or services, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the Ordinary Course of Business); (iii) under leases required to be capitalized in accordance with GAAP; (iv) secured by a Lien against

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any of its property or assets; (v) for bankers’ acceptances or similar credit transactions issued for the account of the Company or any of its Subsidiaries; (vi) under any currency or interest rate swap, hedge or similar protection device; (vii) under any letters of credit, performance bonds or surety obligations; (viii) under any capital debts, deferred maintenance capital expenditures, distributions payable or income taxes payable; and (ix) in respect of all obligations of other Persons of the type referred to in clauses (i) through (viii) the payment of which the Company or any of its Subsidiaries is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations.

          “Indemnified Person” has the meaning set forth in Section 7.2.

          “Infringe” has the meaning set forth in Section 3.17(c).

          “Intellectual Property” means all of the following in any jurisdiction throughout the world, and all corresponding rights, presently or hereafter existing, whether arising by operation of law, contract, license or otherwise: (i) patents, industrial designs, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); together with all improvements thereto, and all reissues, continuations, continuations-in-part, revisions, divisionals, extensions, and reexaminations in connection with any of the foregoing; (ii) trademarks, service marks, trade dress, trade names, corporate names, designs, logos, slogans, Internet domain names, and all other indicia of origin, together with all goodwill associated with each of the foregoing (collectively, “Marks”); (iii) all works of authorship (whether or not copyrightable), copyrights and copyrightable works, mask works, database rights and moral rights; (iv) registrations, applications and renewals for any of the foregoing; (v) software (including source code, executable code, systems, tools, firmware, data, data bases and documentation therefor); (vi) Confidential Information; (vii) all other proprietary and intellectual property rights; and (viii) all copies and tangible embodiments or descriptions of any of the foregoing (in whatever form or medium).

          “Interested Person” means any officer or director of the Company or any of its Subsidiaries, and any member of the family of any officer or director of the Company or any of its Subsidiaries.

          “Investment Representations” has the meaning set forth in Section 5.2(a).

          “Investor” has the meaning set forth in the introductory paragraph hereto.

          “Investor Directors” has the meaning given such term in the Investor Rights Agreement.

          “IRS” means the United States Internal Revenue Service.

          “Latest 10-K” means the Annual Report on Form 10-K of the Company filed with the Commission on April 14, 2009.

          “Law” means any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute or treaty.

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          “Leased Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company or any of its Subsidiaries, in each case providing for annual rentals of $10,000 or more.

          “Leases” means all leases, subleases, licenses, concessions and other agreements (written or oral) pursuant to which the Company or any of its Subsidiaries holds any Leased Real Property.

          “Letter of Intent” means that certain Letter of Intent, dated as of June 10, 2009, by and between the Company and LMI.

          “License Agreements” has the meaning set forth in Section 3.12(a).

          “Lien” means any mortgage, pledge, lien, deed of trust, conditional sale or other title retention agreement, charge or other security interest or encumbrance securing obligations for the payment of money.

          “LMI” means Lincolnshire Management, Inc., a Delaware corporation.

          “Losses” has the meaning set forth in Section 7.2.

          “Mailing Date” means the date on which the letter to stockholders of the Company referred to in Section 6.4 has been mailed.

          “Material Adverse Effect” means any event, change, condition, development, circumstance, effect, factor or occurrence that individually or in the aggregate has had or could reasonably be likely to have a material and adverse effect (i) on the business, operations, assets, liabilities or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole or (ii) on the ability of the Company or any of its Subsidiaries to perform its obligations under, or to consummate the Transactions; provided that none of the following shall be deemed to constitute a Material Adverse Effect: (A) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates, (B) the announcement or performance of this Agreement or the consummation of the Transactions, (C) changes or proposed changes in GAAP (or authoritative interpretations thereof); (D) changes in the market price or trading volume of the Common Stock, (E) the failure by the Company to meet analyst projections or internal or industry projections, (F) changes in general legal, tax, regulatory, political or business conditions that, in each case, generally affect the geographic regions or industries in which the Company and its Subsidiaries conduct their business, (G) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, (H) earthquakes, hurricanes or other natural disasters, and (I) any action taken by the Company or its Subsidiaries at the request or with the consent of the Investor, but only to the extent any change or effect of the type described in (A), (C) or (F) through (G) above does not have a disproportionate effect on the Company and its Subsidiaries taken as a whole, as compared to other persons or participants in the industries in which the Company and its Subsidiaries conduct their business and that operate in the geographic regions affected by such effect, event, development or change.

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          “Material Contract” has the meaning set forth in Section 3.12(b).

          “Nondisclosure Agreement” means that certain Nondisclosure Agreement between the Company and LMI dated April 22, 2009.

          “NYSE” means the New York Stock Exchange.

          “NYSE Approval” has the meaning set forth in the Recitals hereto.

          “Order” means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Authority or by any arbitrator.

          “Ordinary Course of Business” means the ordinary course of the business of the Company and its Subsidiaries as currently conducted, consistent with past custom and practice of the Company and its Subsidiaries (including with respect to quantity, quality and frequency).

          “Out-of-the-Money Options” means the Company Options existing as of the date hereof with an exercise price in excess of $0.54, which have the right on such date to convert to 2,195,442 shares of Common Stock.

          “Owned Real Property” means all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by the Company or any of its Subsidiaries and used in the Company’s or its Subsidiaries’ business as currently conducted.

          “Permitted Liens” shall have the meaning given such term in the Credit Agreement, as amended by the Credit Agreement Amendment.

          “Person” means any individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or other form of entity not specifically listed in this definition.

          “Preferred Shares” means, collectively, the Series E Preferred, the Series F Preferred and the Series G Preferred.

          “Purchase Price” means the sum of (i) the Series E Purchase Price, (ii) the Series F Purchase Price and (iii) the Series G Purchase Price.

          “Real Property” means, collectively, the Owned Real Property and the Leased Real Property.

          “Recall” shall mean recall, rework, retrofit, removal, correction and/or post-sale general consumer warning, in each case instituted at the direction or request of, or pursuant to an agreement with, any Governmental Authority.

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          “Recent Company Filings” means, collectively, the Latest 10-K and the reports, schedules, forms, statements and other documents filed by the Company under the Securities Act or the Exchange Act (in each case other than risk factors and similarly cautionary and forward looking disclosure under the headings “Risk Factors,” “Forward Looking Statements” or “Future Operating Results”) since the filing date of the Latest 10-K but on or prior to the date that is five days prior to the date hereof.

          “Registration Statement” has the meaning set forth in the Investor Rights Agreement.

          “Representatives” means, with respect to any person, its officers, directors, employees, accountants, consultants, controlled affiliates, legal counsel, advisors, agents and other representatives of it and its subsidiaries and Affiliates.

          “SEC Filings” has the meaning set forth in Section 3.7(a).

          “Securities” means, collectively, the Shares, the Warrant and the Warrant Shares.

          “Securities Act” means the United States Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

          “Series E Certificate of Designation” means the Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series E Redeemable Preferred Stock of the Company, in the form attached hereto as Exhibit C.

          “Series E Preferred” has the meaning set forth in the recitals hereto.

          “Series E Purchase Price” means $20,000,000 (Twenty Million Dollars).

          “Series F Certificate of Designation” means the Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series F Redeemable Preferred Stock of the Company, in the form attached hereto as Exhibit D.

          “Series F Preferred” has the meaning set forth in the recitals hereto.

          “Series F Purchase Price” means $5,000,000 (Five Million Dollars).

          “Series G Certificate of Designation” means the Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series G Redeemable Preferred Stock of the Company, in the form attached hereto as Exhibit E.

          “Series G Preferred” has the meaning set forth in the recitals hereto.

          “Series G Purchase Price” means $10,000,000 (Ten Million Dollars)

          “Shares” has the meaning set forth in the recitals hereto.

          “Stockholder Rights Plan” means the Rights Agreement between the Company and National City Bank as Rights Agent dated December 28, 2005, as amended.

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          “Subsidiary,” when used with respect to any Person, means any other Person of which (i) in the case of a corporation, at least (A) a majority of the equity and (B) a majority of the voting interests are owned or controlled, directly or indirectly, by such first Person, by any one or more of its Subsidiaries, or by such first Person and one or more of its Subsidiaries or (ii) in the case of any Person other than a corporation, such first Person, one or more of its Subsidiaries, or such first Person and one or more of its Subsidiaries (A) owns a majority of the equity interests thereof and (B) has the power to elect or direct the election of a majority of the members of the governing body thereof.

          “Superior Proposal” has the meaning set forth in Section 6.5(h).

          “Tax” or “Taxes” means (i) any federal, state, local, or non-U.S. income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, escheat (or similar), registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not. (ii) any liability for or in respect of the payment of any amount of a type described in clause (i) of this definition as a result of being a member of an affiliated, combined, consolidated, unitary or other group for Tax purposes; or (iii) any liability for or in respect of the payment of any amount described in clauses (i) or (ii) of this definition as a transferee or successor, by contract or otherwise.

          “Termination Fee” has the meaning set forth in Section 8.3(a).

          “Trading Market” has the meaning set forth in Section 6.3.

          “Transaction Documents” means this Agreement, the Certificates of Designation, the Warrant, and the Investor Rights Agreement.

          “Transactions” means the transactions contemplated by the Transaction Documents.

          “Triggering Event” means the occurrence of any of the following events: (i) a Change of Recommendation; or (ii) there shall have been a breach or violation of any of the provisions set forth in Section 6.4 or Section 6.5.

          “WARN Act” means the United States Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law, regulation or ordinance.

          “Warrant” has the meaning set forth in the recitals hereto.

          “Warrant Shares” means the shares of the Company’s Common Stock issuable upon the exercise of the Warrant (including additional shares of the Company’s Common Stock issuable under the Warrant in the event the Company is unable to utilize its current net operating losses as a result of certain ownership changes) in accordance with the terms thereof.

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     2. Closing, Delivery and Payment.

     Section 2.1 Purchase and Sale of the Securities. Upon the terms and subject to the conditions of this Agreement, on the third Business Day immediately after all of the closing conditions set forth in Section 5 (other than those that are satisfied at the Closing itself) have been satisfied or, if permissible, waived, or on such other date as the Investor and the Company may mutually agree in writing (such date, the “Closing Date”), the Investor shall purchase, and the Company shall sell and issue to the Investor, the Preferred Shares and the Warrant in exchange for the Purchase Price as specified in Section 2.2(a) below.

     Section 2.2 Closing; Payment of Purchase Price.

          (a) Closing.

               (i) At the Closing, the Company shall deliver, or cause to be delivered, to the Investor each of the following:

     (A) evidence satisfactory to the Investor of the due filing and acceptance of each of the Certificates of Designation with the Secretary of State of the State of Delaware;

     (B) certificates evidencing the Series E Preferred, the Series F Preferred and the Series G Preferred, each registered in the name of the Investor;

     (C) the Warrant, registered in the name of the Investor and duly executed by the Company;

     (D) a legal opinion of Company Counsel, substantially in the form of Exhibit F attached hereto;

     (E) the Investor Rights Agreement, duly executed by the Company;

     (F) a separate indemnification agreement in form and substance to be reasonably agreed to by the Company and the Investor, each duly executed by the Company, with each of the Investor’s nominees to the Board pursuant to the Investor Rights Agreement, which indemnification agreement shall become effective upon such nominee becoming a member of the Board;

     (G) a certified copy of the By-laws, as amended to increase the size of the Board in accordance with the Investor Rights Agreement;

     (H) evidence satisfactory to the Investor of the appointment of the Investor Directors to the Board effective as of the Closing;

     (I) evidence satisfactory to the Investors that the Company has taken the actions described in Section 3.4 (g).

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     (J) a certified copy of the Credit Agreement Amendment, duly executed by each party thereto; and

     (K) a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board approving the Transactions and the issuance of the Preferred Shares and the Warrant, certifying the then current versions of the Certificate of Incorporation and By-laws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company.

               (ii) At the Closing, the Investor shall deliver, or cause to be delivered, to the Company each of the following:

     (A) the Purchase Price by wire transfer to the Company’s account as specified in writing by the Company to the Investor not less than two Business Days prior to the Closing Date;

     (B) the Warrant, duly executed by the Investor; and

     (C) the Investor Rights Agreement, duly executed by the Investor.

          (b) The Closing shall occur at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, or such other location as the parties shall mutually agree.

     3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor that, as of the date hereof and as of the Closing Date, subject to the exceptions provided in the schedules to this Agreement furnished by the Company to the Investor with this Agreement, with specific references in such schedules to the Sections hereof to which such exceptions relate (collectively, the “Disclosure Schedules”):

     Section 3.1 Organization, Good Standing and Qualification. Each of the Company and its Subsidiaries, other than any Inactive Subsidiary, is an entity duly incorporated or otherwise organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as applicable, and has all requisite power and authority to carry on its business as currently conducted and as currently proposed to be conducted, and to own and use its properties. Neither the Company nor any of its Subsidiaries is in violation or default of any of the provisions of its respective certificate or articles of incorporation, by-laws, limited partnership agreement, or other organizational or charter documents. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification necessary unless the failure to so qualify has not had and could not reasonably be expected to have a Material Adverse Effect. No Action has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

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     Section 3.2 Authorization. The Board (at a meeting duly called and held) has unanimously approved this Agreement, the other Transaction Documents, the execution, delivery and performance of this Agreement and the consummation of the Transactions, including the issuance of the Securities, on the terms and subject to the conditions set forth herein and in accordance with the DGCL (collectively, the “Company Recommendation”). The Company has full power and authority and all requisite action has been taken on the part of the Company, its officers, directors and stockholders necessary for (a) the authorization, execution and delivery of the Transaction Documents, (b) the authorization of the performance of all obligations of the Company hereunder and thereunder, and (c) the authorization, issuance (or reservation for issuance) and delivery of the Securities. No vote of stockholders will be needed for the consummation of the Transactions (including the issuance of the Securities). This Agreement constitutes, and the other Transaction Documents will constitute when executed and delivered, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability, relating to or affecting creditors’ rights generally.

     Section 3.3 No Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, (a) the Company’s Certificate of Incorporation or the Company’s By-laws, both as in effect on the Closing (true and complete copies of which have been made available to the Investor through the Commission’s EDGAR system, other than as contemplated by Section 2.2), or (b)(i) any statute, rule, regulation or order of any Governmental Authority having jurisdiction over the Company, any of its Subsidiaries or any of their respective assets or properties, where such conflict, breach, violation or default has been or could be material to the Company and its Subsidiaries, or (ii) any Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of their respective assets or properties is subject.

     Section 3.4 Capitalization. Schedule 3.4(a) sets forth: (i) the authorized capital stock of the Company; (ii) the number of shares of capital stock of the Company issued and outstanding; (iii) the number of shares of capital stock issuable and reserved for issuance pursuant to the Company’s various option and incentive plans; and (iv) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Warrant) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company.

          (b) All of the Company’s Subsidiaries are listed on Schedule 3.4(b) hereto. Except as set forth in Section 3.4(b), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Lien other than Liens granted for the benefit of the lenders providing loans under the Credit Agreement. Other than as listed on Schedule 3.4(b), neither the Company nor any of its Subsidiaries owns, directly or indirectly, capital stock or other equity interests of any other Person.

          (c) All of the issued and outstanding equity securities of each of the Company and its Subsidiaries have been duly authorized and validly issued and are fully paid,

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nonassessable and free of preemptive rights and were issued in full compliance with applicable state and federal securities Laws and any rights of third parties. Except as described on Schedule 3.4(c), no Person is entitled to preemptive rights, rights of first refusal, rights of participation or similar statutory or contractual rights with respect to any securities of the Company or any of its Subsidiaries. Except as described on Schedule 3.4(c), there are no outstanding warrants, options, convertible securities, stock appreciation rights, phantom stock, profits interests, economic interests, participation interests or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any securities of any kind and, except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 3.4(c) and except for the Investor Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any other Person relating to the securities of the Company. Except as provided in the Investor Rights Agreement or as described on Schedule 3.4(c), no Person has the right to require the Company or any of its Subsidiaries to effect the registration under the Securities Act of any securities of the Company or any of its Subsidiaries, whether on a demand basis or in connection with the registration of securities of the Company or any of its Subsidiaries for its own account or for the account of any other Person or under any other circumstance.

          (d) Schedule 3.4(d) lists all of the Company’s stock-related plans, including options plans, equity incentive plans and any “phantom” or tracking stock incentive plans. The Company has reserved 3,254,874 shares of Common Stock for issuance under such plans, of which awards with respect to 3,147,685 shares (collectively, “Company Awards”) are outstanding. Of the Company Awards, awards with respect to 2,195,442 shares of Common Stock are in the form of stock options (the “Company Options”), and awards with respect to 952,243 shares of Common Stock are in the form of restricted stock awards. Schedule 3.4(d) accurately sets forth, with respect to each Company Award outstanding (whether vested or unvested), as of the date hereof: (i) the name of the holder of such Company Award; (ii) the total number of shares of Common Stock that are subject to such Company Award and the number of shares of Common Stock with respect to which such Company Award is immediately exercisable; (iii) if applicable to the Company Award, the exercise price per share of Common Stock purchasable under such Company Award and the vesting schedule and expiration date for such Company Award; and (iv) the number of such Company Awards that will be exercisable on the Closing Date, either by reason of the Company Award vesting schedule, or by reason of the Transactions.

          (e) Except as described on Schedule 3.4(e), the issuance and sale of the Securities hereunder will not obligate the Company or any of its Subsidiaries to issue shares of Common Stock or other securities, or provide any contractual benefit or protection, to any Person other than the Investor and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security of the Company or any of its Subsidiaries.

          (f) Except as described on Schedule 3.4(f), the Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company or any of its Subsidiaries upon the occurrence of certain events.

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          (g) The Company has taken all action necessary to exempt the Transactions and any subsequent purchase of securities of the Company by the Investor and its Affiliates from the operation of the Stockholder Rights Plan.

          (h) As of the Closing Date, the Warrant Shares will represent 49.99% of the issued and outstanding shares of Common Stock (including shares of restricted stock) as of immediately prior to the Closing on a fully-diluted basis (but excluding the Out-of-the-Money Options for these purposes).

     Section 3.5 Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all Liens, except for restrictions on transfer imposed by applicable securities Laws and except for those created by the Investor. The Warrant has been duly and validly authorized. Upon the due exercise of the Warrant, the Warrant Shares will be validly issued, fully paid and nonassessable and free and clear of all Liens, except for restrictions on transfer imposed by applicable securities Laws and except for those created by the Investor. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon the exercise of the Warrant, free and clear of all Liens, except for restrictions on transfer imposed by applicable securities Laws and except for those created by the Investor.

     Section 3.6 Consents. The execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities do not require the consent of, action by or in respect of, or filing with, any Person, Governmental Authority, other than filings that have been made pursuant to applicable state securities Laws and post-sale filings pursuant to applicable state and federal securities Laws which the Company undertakes to file within the required time periods. Subject to the accuracy of the representations and warranties of the Investor set forth in Section 4 hereof, the Company has taken all action necessary to exempt the execution of the Transaction Documents, the issuance and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share Law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Certificate of Incorporation or By-laws that is or could reasonably be expected to become applicable to the Investor as a result of the Transactions, including the issuance of the Securities and the ownership, disposition or voting of the Securities by the Investor or the exercise of any right granted to the Investor pursuant to this Agreement or the other Transaction Documents.

     Section 3.7 SEC Matters; Form S-3 Eligibility; Private Placement.

          (a) Except as set forth on Schedule 3.7(a), the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof for the last five years (the foregoing materials as filed by the Company being collectively referred to herein as the “SEC Filings”) on a timely basis or has filed a Notification of Late Filing on Form 12b-25 (which notification of late filing is disclosed on Schedule 3.7(a)) and has filed any such

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SEC Filings prior to the expiration of the applicable grace period associated with the filing of such notification of late filing.

          (b) At the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Filings, when filed, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

          (c) The Company does not have pending before the Commission any request for confidential treatment of information.

          (d) The Company is not, and immediately after receipt of payment for the Securities or the receipt of the exercise price for the exercise of the Warrant, will not be an “investment company” within the meaning of the United States Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended. The Company is not, and has never been, an issuer identified in Rule 144(i)(1) under the Securities Act.

          (e) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to the Company’s Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all applicable NYSE continued listing requirements. Except as described on Schedule 3.7(e), there are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued listing of the Common Stock on the NYSE and the Company has not received any notice of, nor to the Company’s Knowledge is there any basis for, the delisting of the Common Stock from the NYSE.

          (f) Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities.

          (g) Assuming the accuracy of the Investor’s representations and warranties set forth in Section 4, neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering of the Securities contemplated hereby to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provision of any Trading Market. The issuance and sale of the Securities hereunder do not contravene the rules and regulations of any Trading Market.

          (h) Assuming the accuracy of the Investor’s representations and warranties set forth in Section 4, no registration under the Securities Act is required for the offer and sale of the

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Securities to the Investor as contemplated hereby or the issuance of the Warrant Shares issuable upon exercise of the Warrant.

     Section 3.8 Financial Statements. The financial statements included in the SEC Filings, together with the related notes and schedules thereto, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements, together with the related notes and schedules thereto, present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates shown and its consolidated results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with GAAP (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act). Except as reflected or reserved against in the consolidated balance sheets (or the notes thereto) of the Company and its Subsidiaries included in the Recent Company Filings or as described on Schedule 3.8, in each case with reasonable specificity and detail, neither the Company nor any of its Subsidiaries has incurred any liabilities, known or unknown, contingent or otherwise, except those incurred in the Ordinary Course of Business, since the date of such financial statements (none of which is liability for breach of warranty, tort or infringement or a claim or lawsuit for an environmental liability).

     Section 3.9 No Material Adverse Change.

          (a) Since December 31, 2008, except as reflected or reserved against in the consolidated balance sheets (or the notes thereto) of the Company and its Subsidiaries included in the Recent Company Filings or as described on Schedule 3.9(a), there has not been:

               (i) any change in the consolidated assets, liabilities, financial condition or operating results of the Company and its Subsidiaries from that reflected in the financial statements included in the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 13, 2009, except for changes in the Ordinary Course of Business which, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect;

               (ii) any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the Company, or any redemption or repurchase of any securities of the Company;

               (iii) any damage, destruction or loss, whether or not covered by insurance, to any physical assets or properties of the Company or any of its Subsidiaries, in each case, in excess of $250,000 individually or $1,000,000 in the aggregate;

               (iv) any waiver, not in the Ordinary Course of Business, by the Company or any of its Subsidiaries of a material right or of a material Indebtedness owed to it;

               (v) any satisfaction or discharge of any Lien other than any Permitted Lien by the Company or any of its Subsidiaries, except in the Ordinary Course of Business and which is not material to the assets, properties, financial condition, operating results or business of

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the Company and its Subsidiaries taken as a whole (as such business is presently conducted or currently proposed to be conducted);

               (vi) (A) except as contemplated by Section 2.2(a)(i)(G), any change or amendment to the Company’s Certificate of Incorporation or By-laws or the comparable organizational documents of any of the Company’s Subsidiaries, or (B) any material change to any Material Contract;

               (vii) any labor union organizing activities or material labor difficulties with respect to employees of the Company or any of its Subsidiaries;

               (viii) any material transaction entered into by the Company or any of its Subsidiaries other than in the Ordinary Course of Business;

               (ix) the loss of the services of any employee of the Company whose annual compensation is $150,000 or greater, or material change in the composition or duties of the senior management of the Company or any of its Subsidiaries; or

               (x) any sale, assignment, transfer, license, loss, lapse or other disposition of, or failure to maintain, enforce or protect, any material Company Intellectual Property.

          (b) Except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company or any of its Subsidiaries or their respective businesses, properties, operations or financial condition that, in each case, would be required to be disclosed by the Company under applicable securities Laws, whether prior to the date of this Agreement or with the passage of time, at the time this representation is made that has not been publicly disclosed.

     Section 3.10 Compliance With Laws. Except as set forth on Schedule 3.10:

          (a) each of the Company and its Subsidiaries has complied with all applicable Laws relating to the business currently conducted by the Company and each such Subsidiary in all material respects and neither the Company nor any of its Subsidiaries has received during the last thirty-six months any notice or communication from any Governmental Authority of any alleged, actual or potential material violation of or failure to comply with any Laws;

          (b) neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of their respective current or former directors, officers, employees, agents or other Persons acting on behalf of the Company or any of its Subsidiaries, has: (i) directly or indirectly, used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payments to any governmental officials, government employees or campaigns from corporate funds; (iii) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (iv) made any false or fictitious entries on the books and records of the Company or any of its Subsidiaries; or (v) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature;

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          (c) the Company has not, and to the Company’s Knowledge, no Person acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to BB&T in connection with the placement of the Securities;

          (d) each of the Company and its Subsidiaries possesses all material certificates, licenses, authorities or permits issued by appropriate Governmental Authorities necessary or reasonably required to conduct the business now operated by it or as currently proposed to be operated by it, and neither the Company nor any of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, license, authority or permit;

          (e) there are no Actions pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries which are reasonably likely to result in liability for the Company or any of its Subsidiaries or, to the Company’s Knowledge, any director or officer of the Company or any of its Subsidiaries, exceeding $250,000 individually or $1,000,000 in the aggregate, other than product liability cases set forth on Schedule 3.10(e);

          (f) there is no Action pending or, to the Company’s Knowledge, threatened that adversely affects or questions the legality, propriety or enforceability of the Transactions; and

          (g) (i) there is no Order to which the Company or any of its Subsidiaries, or any of the assets owned or used by the Company or any of its Subsidiaries, is subject; (ii) each of the Company and its Subsidiaries has complied in all material respects and is in compliance in all material respects with all of the terms and requirements of each Order listed on Schedule 3.10 and each Order to which it is or has been subject to; and (iii) neither the Company nor any of its Subsidiaries has received any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding any actual or potential violation of, or failure to comply with, any term or requirement of any Order.

     Section 3.11 Customers and Suppliers. Schedule 3.11 sets forth (a) the top twenty customers of the Company and its Subsidiaries, on a consolidated basis, based on annual revenues for 2008 and (b) the top twenty suppliers of the Company and its Subsidiaries, on a consolidated basis, based on annual expenditures for 2008. Except as set forth on Schedule 3.11, neither the Company nor any of its Subsidiaries has received in writing any notice that any such customer or supplier intends to, and, to the Knowledge of the Company, no such customer or supplier has any intention to, cancel or otherwise materially and adversely modify its relationship with the Company or any of its Subsidiaries or limit its usage or sale of the products or services provided by or to the Company or any of its Subsidiaries either as a result of the Transactions or otherwise other than (i) reductions in volume relating to the general economic conditions or (ii) limitations on extension of trade credit.

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     Section 3.12 Material Contracts.

          (a) Schedule 3.12(a) lists all agreements, contracts, plans, leases, arrangements or commitments, whether written or oral, of the following types to which either the Company or any of its Subsidiaries is a party or subject:

               (i) Leases, in each case providing for annual rentals of $10,000 or more;

               (ii) any contract with any third party requiring a capital expenditure by the Company or any of its Subsidiaries in excess of $50,000 in any calendar year;

               (iii) any contract for the purchase of materials, supplies, goods, services, equipment or other assets from any supplier required to be set forth on Schedule 3.11;

               (iv) any sales, distribution or other similar agreement providing for the sale by the Company or any of its Subsidiaries of, or pursuant to which in the last twelve months the Company or any of its Subsidiaries sold, materials, supplies, goods, services, equipment or other assets for a purchase price of $25,000,000 or more, in the aggregate;

               (v) except for any arrangements contained in agreements that are of the type of agreements responsive to Section 3.12(a)(xv), any contract involving any joint venture, partnership, strategic alliance, or stockholders’ agreement, or any material co-marketing, co-promotion, co-packaging, joint development or similar arrangement;

               (vi) any contract (including any letter of intent, other than the Letter of Intent) involving the future disposition or acquisition of assets or properties, or any merger, consolidation or similar business combination transaction, whether or not enforceable other than sales of the Company’s products in the Ordinary Course of Business;

               (vii) any contract involving Indebtedness of the Company or any of its Subsidiaries in excess of $1,000,000;

               (viii) any collective bargaining agreement or other contract with any labor organization or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan or any stock purchase, stock option or similar plan or practice, or any severance agreement or arrangement;

               (ix) any employment or agreement with an executive officer;

               (x) any contract relating to the acquisition, transfer, use, franchise, reselling, development, sharing or license of any material technology or any Intellectual Property right with aggregate annual payments under such contract in excess of $500,000;

               (xi) any licenses and sublicenses and consent, royalty or other agreements concerning Intellectual Property which are material to the Company and its Subsidiaries and to which the Company or any of its Subsidiaries is a party or by which any of

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their assets are bound (other than mass-marketed software with a replacement cost and/or annual license fee of less than $50,000) (collectively, “License Agreements”);

               (xii) any contract or agreement with any Governmental Authority;

               (xiii) any contract involving Tax sharing arrangements;

               (xiv) any contract involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute with the aggregate payment set forth in such contract in excess of $100,000;

               (xv) any agency, dealer, sales representative or other similar agreement entered into or in effect within the twelve months prior to the date of this Agreement (the “Dealer Contracts”);

               (xvi) any contract or other document that limits the freedom of any Company to compete in any line of business or with any Person or in any area or which would so limit the freedom of any Company after the Closing Date;

               (xvii) any contract or commitment with or for the benefit of any Interested Person; or

               (xviii) any other agreement, the termination of which could reasonably be expected to have a Material Adverse Effect.

          (b) Each agreement set forth on, or required to be set forth on, Schedule 3.12(a) (each, a “Material Contract”) is in full force and effect and, except as set forth on Schedule 3.12(a), there exists no (i) default or event of default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any other party to such Material Contract with respect to any material term or provision of such Material Contract or (ii) event, occurrence, condition or act (including the consummation of the Transactions) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any other party thereto, with respect to any material term or provision of such Material Contract. Except as set forth on Schedule 3.12(a), each Material Contract is in full force and effect and is valid, binding and enforceable against the parties thereto in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general application relating to or affecting creditors’ rights and to general equity principles. The Company has provided the Investor with true and complete copies, including all amendments, of each Material Contract, and in the case of any oral Material Contract, a written summary of the material terms of such Material Contract; provided, that, with respect to the Dealer Contracts, the Company has provided standard forms of contracts and all Dealer Contracts are in a form substantially similar to one of such standard forms of contract.

     Section 3.13 Tax Matters

          (a) Each of the Company and its Subsidiaries has timely prepared and filed all Tax returns required to have been filed by the Company or any of its Subsidiaries with all

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appropriate Governmental Authorities and timely paid all Taxes shown thereon or otherwise owed by it. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Taxes for all fiscal periods are adequate, and there are no unpaid assessments against the Company or any of its Subsidiaries for the assessment of any additional Taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority. All Taxes and other assessments and levies that the Company or any of its Subsidiaries is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper Governmental Authority or third party when due. There are no Tax liens or claims pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries or any of their respective assets or property. There are no outstanding Tax sharing agreements or other such arrangements between the Company and any of its Subsidiaries or other Person.

          (b) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code (or any corresponding provision of state, local, or non-U.S. Tax law). Neither the Company nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax return (other than a group the common parent of which was the Company) or (B) has any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under U.S. Treas. Reg. § 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise.

          (c) The unpaid Taxes of the Company and its Subsidiaries (A) did not, as of March 31, 2009, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Company’s balance sheet (rather than in any notes thereto) for the quarter ended March 31, 2009, as set forth in the Company’s Quarterly Report on Form 10-Q for the same period and (B) will not exceed that reserve as adjusted for the passage of time through the Closing in accordance with the past practice of the Company and its Subsidiaries in filing their Tax returns.

          (d) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. income Tax law) executed on or prior to the Closing Date, (iii) intercompany transactions or any excess loss account described in the U.S. Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non-U.S. income Tax law), (iv) installment sale or open transaction disposition made on or prior to the Closing Date or (v) prepaid amount received on or prior to the Closing Date.

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          (e) Neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or 361 of the Code.

          (f) Neither the Company nor any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in Section 6707A(c)(2) of the Code and U.S. Treas. Reg. § 1.6011-4(b)(2).

     Section 3.14 Property

          (a) Schedule 3.14(a) sets forth the address and description of each Owned Real Property. With respect to each Owned Real Property: (i) the Company or one of its Subsidiaries (as the case may be) has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens except Permitted Liens, (ii) except as set forth on Schedule 3.14(a), neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.

          (b) Schedule 3.14(b) sets forth the address of each Leased Real Property. The Company has delivered to the Investor a true and complete copy of each Lease listed on Schedule 3.12(a)(i).

          (c) The Real Property comprises all of the material real property used, or currently proposed to be used in, and all real property necessary for, the business and operations of the Company and its Subsidiaries.

          (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the business of the Company and its Subsidiaries (normal wear and tear excepted). There are no facts or conditions affecting any of the Improvements which could, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Company and its Subsidiaries.

          (e) The Company or one of its Subsidiaries has good and valid title to, a valid license to use, or a valid leasehold interest in, free and clear of all Liens (other than Permitted Liens), the tangible personal property material to the business of the Company and its Subsidiaries, except for tangible personal property disposed of in the Ordinary Course of Business. The tangible personal property of the Company and its Subsidiaries, taken as a whole, has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable in all material respects for the purposes for which it is presently used or currently proposed to be used.

          (f) The assets, property and rights (whether real or personal, tangible or intangible) owned or leased by the Company and its Subsidiaries, or which they otherwise have

22

the right to use, constitute all of the material assets, properties and rights owned, leased or legitimately held for use in connection with the business of the Company and its Subsidiaries and are sufficient for the continued conduct of such business as currently conducted.

     Section 3.15 Employee Benefits Matters.

          (a) Schedule 3.15(a) contains a true, correct and complete list of all Employee Benefit Plans.

          (b) Each Employee Benefit Plan (and each related trust, insurance contract, or fund) has been maintained, funded and administered in material compliance with its terms and with the applicable requirements of ERISA, the Code, and other applicable Laws.

          (c) All required reports and descriptions (including but not limited to IRS Form 5500 annual reports, summary annual reports, and summary plan descriptions, as applicable) have been timely filed or distributed with respect to each Employee Benefit Plan in accordance with the requirements of the Code, ERISA, and other applicable Laws.

          (d) With respect to each Employee Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions), distributions, reimbursements, and premium payments that are due have been made and all contributions, distributions, reimbursements and premium payments for any period ending on or before the Closing that are not yet due have been made or properly accrued.

          (e) Each Employee Benefit Plan that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code has received a favorable determination letter from the IRS, and to the Company’s Knowledge, nothing has occurred that could adversely affect the qualification of such Employee Benefit Plan.

          (f) With respect to each Employee Benefit Plan, the Company has delivered to the Investor true, correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the IRS, the most recent IRS Form 5500 annual report (with applicable attachments) as filed, and all related trust agreements, insurance contracts, and other funding arrangements that implement each Employee Benefit Plan.

          (g) Neither the Company nor any of its Subsidiaries maintains, sponsors, contributes to, has any obligation to contribute to, or has any current or potential liability or obligation under or with respect to (i) a “defined benefit plan” (as such term is defined in Section 3(35) of ERISA), (ii) a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (iii) a “multiemployer plan” as defined in Section 3(37) of ERISA, or (iv) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA). The Company and its Subsidiaries have no current or potential liability or obligation by reason of at any time being treated as a single employer under Section 414 of the Code with any other Person.

          (h) Except as set forth on Schedule 3.15(h), the Company and its Subsidiaries do not have any current or potential liability or obligation with respect to the provision of

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post-retirement or post-termination medical, health, or life insurance or other welfare type benefits for any Person. The Company and its Subsidiaries have complied and are in compliance with the requirements of COBRA.

          (i) There have been no prohibited transactions (as defined in Section 406 of ERISA or Section 4975 of the Code) and no breach of fiduciary duty (as determined under ERISA) with respect to any Employee Benefit Plan. No action, suit, claim, proceeding, audit, hearing, or investigation with respect to any Employee Benefit Plan (other than routine claims for benefits) is pending or threatened, and there is no basis for any such action, suit, claim, proceeding, audit, hearing, or investigation.

          (j) Except as set forth on Schedule 3.15(j), the Transactions will not cause the acceleration of vesting in, or payment of, any benefits or compensation under any Employee Benefit Plan and will not otherwise accelerate or increase any material liability or obligation under any Employee Benefit Plan.

          (k) The Company and its Subsidiaries have, for purposes of each Employee Benefit Plan, in all material respects correctly classified those individuals performing services for the Company or any of its Subsidiaries as common law employees, leased employees, independent contractors or agents.

          (l) Except as set forth on Schedule 3.15(l), since October 3, 2004, no Company has (i) granted to any Person an interest in a nonqualified deferred compensation plan (as defined in Section 409A(d)(1) of the Code) which interest has been or, upon the lapse of a substantial risk of forfeiture with respect to such interest, will be subject to the tax imposed by Section 409A(a)(1)(B) or (b)(4)(A) of the Code, or (ii) modified the terms of any nonqualified deferred compensation plan in a manner that could cause an interest previously granted under such plan to become subject to the tax imposed by Section 409A(a)(1)(B) or (b)(4) of the Code, in either case assuming that any amendments to any such nonqualified deferred compensation plan will be timely made in order to bring such plan into compliance with Section 409A of the Code by the end of any amendment period provided under regulations promulgated under Section 409A of the Code.

          (m) Schedule 3.15(m) sets forth a list of each benefit or compensation plan, program, agreement or arrangement maintained, sponsored or contributed to by the Company or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries has any liability or obligation for Persons located outside the United States (each, a “Foreign Benefit Plan”). Each Foreign Benefit Plan has been maintained, funded and administered in material compliance with its terms and the requirements of applicable Laws, and no Foreign Benefit Plan has any unfunded or underfunded liabilities.

     Section 3.16 Labor Matters.

          (a) Except as set forth on Schedule 3.16(a), neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreements or other agreements with labor organizations. Neither the Company nor any of its Subsidiaries has violated in any material respect any Laws, Orders or contract terms, affecting the collective

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bargaining rights of employees, labor organizations or any Laws or Orders affecting employment discrimination, equal opportunity employment, or employees’ health, safety, welfare, wages and hours.

          (b) (i) There are no material labor disputes existing, or to the Company’s Knowledge, threatened, involving strikes, slow downs, work stoppages, job actions, disputes, lockouts or any other disruptions of or by the Company’s or any of its Subsidiaries’ employees, and no such material disputes have occurred within the past three years, (ii) there are no unfair labor practice charges or complaints, or representation petitions pending or, to the Company’s Knowledge, threatened before the National Labor Relations Board or any other federal, state or local labor commission relating to the Company’s or any of its Subsidiaries’ employees, and no such charges, complaints or petitions have been filed against the Company within the past three years, (iii) no demand for recognition or certification heretofore made by any labor organization or group of employees is pending with respect to the Company or any of its Subsidiaries, (iv) to the Company’s Knowledge, there are no union organizing efforts underway or threatened and no such efforts have occurred within the past five years; and (v) to the Company’s Knowledge, each of the Company and its Subsidiaries enjoys good labor and employee relations with its employees and labor organizations.

          (c) Each of the Company and its Subsidiaries is, and at all times has been, in compliance in all material respects with all applicable Laws respecting employment (including Laws relating to classification of employees and independent contractors) and employment practices, terms and conditions of employment, wages and hours, and immigration and naturalization. Except as described on Schedule 3.16(c), there are no claims pending against the Company or any of its Subsidiaries before the Equal Employment Opportunity Commission or any other administrative body or in any court asserting any violation of Title VII of the United States Civil Rights Act of 1964, the United States Age Discrimination Act of 1967, 42 U.S.C. §§ 1981 or 1983, or any other federal, state or local law, statute or ordinance barring discrimination in employment.

          (d) Except as specified on Schedule 3.16(d), to the Company’s Knowledge, each of the Company’s and its Subsidiaries’ employees is a Person who is either a United States citizen or a permanent resident entitled to work in the United States. Neither the Company nor any of its Subsidiaries has any liability for the improper classification by the Company or any of its Subsidiaries of any employees as independent contractors or leased employees prior to the Closing.

          (e) Except as set forth on Schedule 3.16(e), within the past three years, the Company has not implemented any plant closing or layoff of employees that could result in a violation of the WARN Act.

     Section 3.17 Intellectual Property.

          (a) Schedule 3.17(a) contains a complete and accurate list of all of the following that are owned, used or held for use by the Company or any of its Subsidiaries and material to the Company and its Subsidiaries: (i) patented or registered Intellectual Property (including Internet domain names), (ii) pending patent applications or applications for

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registration of other Intellectual Property, (iii) all software (other than mass-marketed software with a replacement cost and/or annual license fee of less than $50,000), (iv) trade or corporate names, material unregistered Marks, (v) unregistered copyrights, and (vi) any material other Intellectual Property. The Company Intellectual Property is currently in compliance with all legal requirements (including timely filings, proofs and payments of fees) and is valid, subsisting and enforceable. Except as set forth on Schedule 3.71(a), no Company Intellectual Property is now involved in any cancellation, action, opposition proceeding, or other dispute, litigation or proceeding, and, to the Company’s Knowledge, no such action is threatened. No patent contained in the Company Intellectual Property is now involved in any interference, reissue, re examination or opposition proceeding and no such patent has been misused. No loss of any of the Company Intellectual Property is reasonably foreseeable.

          (b) Except as set forth on Schedule 3.17(b), the Company and its Subsidiaries exclusively own and possess all right, title and interest in and to, or have the valid right to use pursuant to an enforceable written license, all of the Intellectual Property that is material to the conduct of the Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted (together with all material Intellectual Property owned by the Company or any of its Subsidiaries, collectively, the “Company Intellectual Property”), including for the ownership, maintenance and operation of the Company’s and its Subsidiaries’ material properties and assets, free and clear of all Liens other than Permitted Liens, adverse claims or obligations to license such Intellectual Property, other than the License Agreements. The Company and/or its Subsidiaries have a valid and enforceable right to use all third party Intellectual Property material to the respective businesses of the Company and its Subsidiaries.

          (c) The Company and its Subsidiaries have not materially infringed, misappropriated or otherwise impaired or conflicted with, and the conduct of the Company’s and its Subsidiaries’ businesses as currently conducted and as currently proposed to be conducted does not infringe, misappropriate or otherwise impair or conflict with (collectively, “Infringe”) any Intellectual Property or other rights of any third party, and the Company and its Subsidiaries are not aware of any facts which indicate a likelihood of any of the foregoing. The Company and its Subsidiaries have not materially violated, and the conduct of the Company’s and its Subsidiaries’ businesses does not materially violate, any confidentiality obligation owed by the Company or any of its Subsidiaries to a third party. The Company and its Subsidiaries have not received any threats or notices regarding any of the foregoing (including any demands or offers to license any Intellectual Property from any other Person). Except as set forth on Schedule 3.17(c), to the Company’s Knowledge, the Company Intellectual Property is not being Infringed by any third party. There is no litigation, claim or Order that was either made within the past six years or is presently pending or outstanding or, to the Company’s Knowledge, threatened or imminent, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any Company Intellectual Property and the Company’s and its Subsidiaries’ use of any Intellectual Property and, to the Company’s Knowledge, there is no valid basis for the same. The Company Intellectual Property is not subject to any outstanding consent, settlement, decree, Order, injunction, judgment or ruling restricting the use thereof.

          (d) The consummation of the transactions contemplated hereby and by the other Transaction Documents will not result in the alteration, loss, impairment of or restriction

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on the Company’s or any of its Subsidiaries’ ownership or right to use any of the Company Intellectual Property or any material Company Systems, and all of the Company Intellectual Property and material Company Systems shall be owned or available for use by the Company and its Subsidiaries immediately after the Closing on terms and conditions identical to those under which the Company and its Subsidiaries owned or used the Company Intellectual Property and the material Company Systems immediately prior to the Closing.

          (e) The Company and its Subsidiaries have taken all actions necessary to protect, maintain and enforce the Company Intellectual Property. Within the past 5 years, all employees, consultants and independent contractors who have had access to Confidential Information which is necessary for or used in the conduct of the Company’s or its Subsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted has executed an agreement to maintain the confidentiality of such Confidential Information and has executed appropriate agreements that are substantially consistent with the Company’s standard forms thereof. Except under written confidentiality obligations, there has been no disclosure of any of the Company’s or its Subsidiaries’ Confidential Information to any third party.

          (f) In the last eighteen months, there have been no failures, breakdowns, continued substandard performance or other adverse events affecting any Company Systems that have caused or could reasonably be expected to result in the substantial disruption or interruption in the conduct of the Company’s and its Subsidiaries’ businesses.

     Section 3.18 Environmental Matters. Except as set forth on Schedule 3.18:

          (a) Within the last five years, the Company and its Subsidiaries have at all times complied and are in compliance, in all material respects, with all Environmental Laws, which compliance has included obtaining and complying with all permits, licenses and other authorizations required pursuant to Environmental Laws for the occupation of their facilities and the operation of their business.

          (b) Within the last five years, the Company and its Subsidiaries have not received any written or oral notice, report, order or directive regarding any actual or alleged material violation of, or any material liability (contingent or otherwise) or material investigatory, remedial or corrective obligation under, Environmental Laws with respect to their business or their facilities.

          (c) The Company and its Subsidiaries have not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance, or owned or operated any property or facility which is contaminated by any substance, in each case so as to give rise to any material liabilities (contingent or otherwise) or material investigatory, remedial or corrective obligations, pursuant to any Environmental Laws.

          (d) The Company and its Subsidiaries have not, either expressly or by operation of law, assumed, undertaken, or provided an indemnity with respect to any material liability (contingent or otherwise) or material investigatory, remedial or corrective obligation of any other Person relating to Environmental Laws.

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          (e) Neither the Company nor any of its Subsidiaries, nor any of their respective predecessors or Affiliates, has manufactured, sold, marketed, installed or distributed products or items containing asbestos or other hazardous materials and none of the foregoing Persons have any material liability (contingent or otherwise) with respect to the presence or alleged presence of hazardous materials in any product or item, or at or upon any property or facility.

          (f) The Company and its Subsidiaries have furnished to the Investor true and correct copies of all environmental audits, reports and assessments and all other documents materially bearing on material environmental, health or safety liabilities relating to the past or current operations, properties or facilities of their business (including their facilities), in each case which are in their possession or under their actual control.

     Section 3.19 Insurance Coverage. Each of the Company and its Subsidiaries maintains in full force and effect insurance coverage, by insurers of recognized financial responsibility, that is customary for comparably situated companies for the business being conducted and properties owned or leased by each of the Company and its Subsidiaries, and the Company reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which it is customary for comparably situated companies to insure. Neither the Company nor any of its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

     Section 3.20 Product Recalls, Liability and Warranty. Except as set forth on Schedule 3.20:

          (a) For the last three years, no products developed, manufactured, marketed, distributed or sold by the Company or any of its Subsidiaries have been subject to a Recall by the Company or any of its Subsidiaries nor, to the Company’s Knowledge, has any of such products been subject to a Recall by any third party retained by the Company or any of its Subsidiaries or any distributor or wholesaler of such products or been subject to any Recall mandated or recommended by a Governmental Authority.

          (b) To the Companies’ Knowledge, the reserve for warranty claims set forth on the face of the Company’s and its Subsidiaries’ consolidated balance sheet (rather than in any notes thereto) for the quarter ended March 31, 2009, as set forth in the Company’s Quarterly Report on Form 10-Q for the same period, as adjusted for the passage of time through the Closing is sufficient to cover all such claims.

     Section 3.21 Internal Controls. The Company is in material compliance with the provisions of the United States Sarbanes-Oxley Act of 2002, as amended, currently applicable to the Company. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is

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compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a 14 and 15d 14) for the Company and its Subsidiaries and designed such disclosure controls and procedures to ensure that material information relating to the Company and its Subsidiaries is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed period report under the Exchange Act, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s and its Subsidiaries’ controls and procedures as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s and its Subsidiaries’ internal controls (as such term is defined in Item 308 of Regulation S-K) or, to the Company’s Knowledge, in other factors that could significantly affect the Company’s and its Subsidiaries’ internal controls. Each of the Company and its Subsidiaries maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

     Section 3.22 Transactions with Affiliates. Except as described with reasonable specificity in the Recent Company Filings or as disclosed on Schedule 3.22, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than as holders of stock options and/or warrants, and for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

     Section 3.23 Acknowledgement Regarding the Investor’s Purchase of Securities. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby and thereby by the Company and its representatives.

     Section 3.24 Brokers and Finders. No Person will have, as a result of the Transactions, any valid right, interest or claim against or upon the Company, any of its Subsidiaries or the Investor for any commission, fee or other compensation pursuant to any agreement, arrangement

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or understanding entered into by or on behalf of the Company, other than as described on Schedule 3.24.

     Section 3.25 Change of Control. The consummation of the Transactions and the issuance of the Securities (including the issuance of the Warrant Shares) will not result in a “Change of Control,” a “Company Transaction” or a similar term (as such terms are defined in each of the Credit Agreement, the Executive Employment Agreement, dated June 28, 2002, between the Company and Richard J. Giromini, as currently in form, the Company’s incentive or severance plans, or any Material Contract) (the effects described by any of the foregoing, the “Control Effects”). Other than as disclosed in Schedule 3.25, there are no arrangements or contracts that upon the occurrence of a Control Effect or in connection therewith (including through the passage of time) provide (a) for any benefits (including bonus, severance, acceleration of options or other benefits, or other payments) or (ii) for the right to consent to a Change Effect or (b) for termination, acceleration, right to call a default or termination, or modification of any Material Contract.

     Section 3.26 Disclosure. All disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business and the Transactions, including the representations and warranties of the Company in, and the Disclosure Schedules to, this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company has fully and accurately disclosed any and all material adverse changes in the Company’s and its Subsidiaries’ business, operations, assets, liquidity, liabilities and condition (financial or otherwise) that occurred between December 31, 2008 and the date hereof. The Company acknowledges and agrees that the Investor is not making and has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in the Transaction Documents.

     4. Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company, as of the date hereof and as of the Closing Date (unless a representation or warranty is made as of a particular date, in which case such date shall apply), that:

     Section 4.1 Organization and Existence. The Investor is a duly organized limited liability company, validly existing and in good standing under the Laws of its jurisdiction of organization, and has all requisite limited liability company power and authority to invest in the Securities pursuant to this Agreement.

     Section 4.2 Authorization. The Investor has full power and authority and all limited liability company action has been taken on the part of the Investor, its officers, directors and members necessary for (a) the authorization, execution and delivery of the Transaction Documents and (b) the authorization of the performance of all obligations of the Investor hereunder and thereunder. This Agreement constitutes, and the other Transaction Documents to which the Investor is a party will constitute when executed and delivered, the valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,

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moratorium and similar Laws of general applicability, relating to or affecting creditors’ rights generally.

     Section 4.3 No Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Investor and its investment in the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, (a) the Investor’s certificate of formation or the Investor’s operating agreement, or (b)(i) any statute, rule, regulation or order of any Governmental Authority or any court, domestic or foreign, having jurisdiction over the Investor, any of its affiliates or any of their respective assets or properties, where such conflict, breach, violation or default has been or could be material to the Investor, or (ii) any material agreement or instrument to which the Investor is a party or by which the Investor is bound or to which any of its assets or properties is subject.

     Section 4.4 Purchase Entirely for Own Account. The Securities to be received by the Investor hereunder will be acquired for the Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to the Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities Laws. Nothing contained herein shall be deemed a representation or warranty by the Investor to hold the Securities for any period of time. The Investor is not a broker dealer registered with the Commission under the Exchange Act or an entity engaged in a business that would require it to be so registered.

     Section 4.5 Investment Experience. The Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

     Section 4.6 Restricted Securities. The Investor understands that the Securities are characterized as “restricted securities” under the United States federal securities Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances.

     Section 4.7 Legends.

          (a) Except as provided below, certificates evidencing the Securities may bear the following or any similar legend:

          “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.”

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          (b) If required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such state authority.

     Section 4.8 Accredited Investor. The Investor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act.

     Section 4.9 Sufficient Funds. As of the Closing Date, the Investor will have sufficient funds to pay the Purchase Price.

     Section 4.10 Brokers and Finders. No Person will have, as a result of the Transactions, any valid right, interest or claim against or upon the Company, any of its Subsidiaries or the Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Investor or any of its Affiliates.

     Section 4.11 Disclosure. The Investor acknowledges and agrees that the Company is not making and has not made any representations or warranties with respect to the Transactions other than those specifically set forth in the Transaction Documents.

     5. Conditions to the Closing.

     Section 5.1 Conditions to the Investor’s Obligations at the Closing. The obligation of the Investor to purchase the Preferred Shares and the Warrant at the Closing is subject to the fulfillment to the Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:

          (a) The representations and warranties made by the Company in this Agreement qualified as to materiality shall be true and correct on the as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties made by the Company in this Agreement hereof not qualified as to materiality shall be true and correct in all material respects as of the date hereof and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, except that the representations and warranties in Sections 3.2, 3.4 and 3.5 shall be true and correct in all respects as of the date hereof and the Closing Date. The Company shall have performed in all material respects all obligations and covenants in this Agreement and in any of the other Transaction Documents required to be performed by it on or prior to the Closing Date, except that the Company shall have performed its obligations under Section 6.1(b) in all respects.

          (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Securities and the consummation of the other Transactions, all of which shall be in full force and effect.

          (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any Governmental Authority, shall have been issued, and no action or proceeding shall have been

32

instituted by any Governmental Authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

          (d) The Company NYSE Approval shall not have been withdrawn and shall be in full force and effect.

          (e) Each of the Investor Directors shall have been duly appointed as directors of the Company by the Board.

          (f) The Company shall have delivered to the Investor each of the items set forth in Section 2.2(a)(i).

          (g) The Credit Agreement Amendment shall have been become effective, shall be in full force and effect without further amendment, and there shall be no default or event of default under the Credit Agreement.

          (h) Except as reflected or reserved against in the consolidated balance sheets (or the notes thereto) of the Company and its Subsidiaries included in the Recent Company Filings or as described on Schedule 3.9(a), there shall not have occurred a Material Adverse Effect since December 31, 2008.

          (i) The number of the Company’s trailers ordered and built between January 1, 2009 and July 31, 2009 shall not be less than 9,800.

     Section 5.2 Conditions to Obligations of the Company at the Closing. The Company’s obligation to sell and issue the Preferred and the Warrant at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

          (a) The representations and warranties made by the Investor in Section 4 hereof, other than the representations and warranties contained in Section 4.5, Section 4.6, Section 4.7, Section 4.8 and Section 4.10 (the “Investment Representations”), shall be true and correct in all material respects on the date hereof and on the Closing Date with the same force and effect as if they had been made on and as of such date. The Investment Representations shall be true and correct in all respects on the date hereof and on the Closing Date with the same force and effect as if they had been made on and as of said date. The Investor shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.

          (b) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any Governmental Authority, shall have been issued, and no action or proceeding shall have been instituted by any Governmental Authority, enjoining or preventing the sale of the Preferred Shares.

          (c) The Investor shall have delivered to the Company each of the items set forth in Section 2.2(a)(ii).

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     6. Covenants and Agreements of the Company and the Investor.

     Section 6.1 Certain Pre-Closing Covenants.

          (a) Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all appropriate actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate the Transactions, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary filings, consents, waivers, approvals, authorizations, licenses, consents, certificates, registrations, approvals or other permits of any Governmental Authority or orders from all Governmental Authorities or other Persons; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay any fee, penalty or other consideration to obtain any consent, approval or waiver required for the consummation of the Transactions under any contract.

          (b) Interim Actions. If during the period between the date hereof and the earlier of the Closing Date and the date this Agreement is terminated, the Company takes any action (i) listed in Section 3.9, (ii) that, had the Preferred Stock been outstanding at such time and the Investor Rights Agreement been in full force and effect, (A) would have resulted in a distribution or payment to the holders of the Preferred Stock, (B) would, or together with other like events could, have resulted in any adjustments to the terms of the Preferred Stock, or (C) would have required the prior approval of or consent by the holders of the Preferred Stock or (iii) to implement any layoffs that could implement the WARN Act, then the taking of any such action referred to in clauses (i), (ii) or (iii) of this Section 6.1(b) by the Company shall require the approval of the Investor.

          (c) Full Access. During the period between the date hereof and the earlier of the Closing Date or the date this Agreement is terminated in accordance with Section 8, the Company will permit the Investor and its representatives to have reasonable access at reasonable times to its premises, properties, personnel and other third parties whose consent is required in order to consummate the Transactions, and to the books and documents of or pertaining to the Company and its Subsidiaries.

     Section 6.2 No Conflicting Agreements. During the period between the date hereof and the earlier of the Closing Date or the date this Agreement is terminated in accordance with Section 8, the Company will not take any action, enter into any agreement or make any commitment that would conflict or interfere in any material respect with the Company’s obligations to the Investor under the Transaction Documents.

     Section 6.3 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the Pink OTC Markets, the OTC Bulletin Board, the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (each, a “Trading Market”) such

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that it would require shareholder approval before the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

     Section 6.4 Mailing. As soon as reasonably practicable after the date hereof (but in any event within three Business Days after the date hereof), the Company shall mail to the holders of Common Stock the letter required by Section 312.05 of the NYSE’s Listed Company Manual in the form previously agreed to by the Parties.

     Section 6.5 No Solicitation of Competing Proposal or Changes of Recommendation.

          (a) No Solicitation or Changes of Recommendation. From and after the date of this Agreement until the earlier of the Closing Date or the date, if any, on which this Agreement is properly terminated pursuant to Section 8.1, the Company shall not, and that it shall cause its Subsidiaries and its and their respective Representatives not to, directly or indirectly:

               (i) solicit, initiate, facilitate or encourage (including by way of providing information) the making, submission, announcement or completion of any Competing Proposal or take any action that is intended to lead to any Competing Proposal;

               (ii) furnish or disclose to any person any non-public information relating to the Company or any of its Subsidiaries in response to, in connection with or to any person who would reasonably be expected to be interested in making, any Competing Proposal;

               (iii) participate or engage in any discussions or negotiations with any Person with respect to, or otherwise cooperate with or assist any Person in connection with, any Competing Proposal;

               (iv) support, adopt, approve, endorse or recommend any Competing Proposal;

               (v) enter into any letter of intent, agreement in principle, investment agreement, purchase agreement, merger agreement, acquisition agreement, option agreement or similar document or any other Contract relating to any Competing Proposal (other than a nondisclosure agreement as and to the extent contemplated and permitted by Section 6.5(d)(1)); or

               (vi) resolve, propose, disclose any intention or agree to do any of the foregoing.

          (b) Cessation of Negotiations. The Company shall, and shall cause its Subsidiaries and its and their respective Representatives, to immediately cease any existing solicitations, discussions or negotiations with any person that has made or indicated an intention to make, has been invited to make, or has requested or been provided with non-public information relating to the Company or any of its subsidiaries relating to, a Competing Proposal. The Company shall promptly request that each Person who has executed a confidentiality or nondisclosure agreement with the Company in connection with such Person’s consideration of such a Competing Proposal return or destroy all non-public information furnished to that Person or its Representatives by or on behalf of the Company or any of its Subsidiaries.

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          (c) Notice of Competing Proposals and Developments. The Company shall provide notice to the Investor of the receipt by the Company, any of its Subsidiaries or any of its or their respective Representatives of (i) any Competing Proposal or (ii) any request for non-public information relating to the Company or any of its Subsidiaries reasonably relating to such a Competing Proposal, in either case promptly, and in all cases within twenty-four (24) hours following, receipt thereof, including all material terms and conditions of such Competing Proposal or request and the identity of the Person or group making any such Competing Proposal or request. The Company shall forward to the Investor copies of all written material (including materials received by facsimile and electronic communications) received by the Company, any of its Subsidiaries or any of its or their respective Representatives relating to any such Competing Proposal or request promptly, and in all cases within twenty-four (24) hours following, receipt thereof. The Company shall keep the Investor informed on a reasonably current basis (and in any event within twenty-four (24) hours of the occurrence of any changes, developments, discussions or negotiations), and at any time upon the request of the Investor from time to time, of the status and material terms and conditions (including all amendments or proposed amendments) of any such Competing Proposal or request and any discussions and negotiations relating thereto, including furnishing copies of any written inquiries, correspondence and draft documentation, and written summaries of any material oral inquiries or discussions. Nothing in this Section 6.5(c) shall be deemed to expand the scope of Section 6.5(d) or Section 6.5(e).

          (d) Negotiations and Discussions. Notwithstanding the limitations set forth in Section 6.5(a)(ii) or Section 6.5(a)(iii), if (i) the Company receives an unsolicited, written bona fide Competing Proposal (which has not been withdrawn) which the Board has reasonably determined prior to the expiration of the Applicable Period in good faith, after consultation with the Company’s outside legal and financial advisors, each of nationally-recognized standing, (x) constitutes a Superior Proposal or (y) would reasonably be expected to result, after the taking of any of the actions referred to in either of clause (A) or (B) below, in a Superior Proposal; (ii) the Company has not breached or violated any of the terms of, Section 6.4 or this Section 6.5; (iii) the Board shall have reasonably determined in good faith, after receiving the advice of the Company’s outside legal advisors of nationally-recognized standing, that the failure of the Board of Directors to take any action referred to in clause (A) or (B) below would constitute a breach of its fiduciary duties under the Laws of the State of Delaware; (iv) without limiting the obligations of the Company set forth in Section 6.5(c), the Company shall have provided written notice to Investor of the occurrence of the events contemplated by clause (i) and (iii) of this Section 6.5(d) and, at least two (2) Business Days prior to taking any action referred to in clause (A) or (B) below, the Company shall have notified Investor of its intention to take those actions referred to in clause (A) or (B) below specified in such notice, the Company may during the Applicable Period take the following actions:

               (A) furnish non-public information to the third party making such Competing Proposal with respect to such Competing Proposal, if, and only if (1) prior to so furnishing such information, the Company shall have executed with such third party a confidentiality and standstill agreement on customary terms and conditions which are in any event no less favorable to the Company than those contained in the Nondisclosure Agreement (and which complies with the last sentence of Section 6.5(f)), and (2) contemporaneously with

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furnishing any non-public information to such person (whether written or oral or otherwise), the Company furnishes such non-public information to Investor; and/or

               (B) engage in discussions or negotiations with the third party with respect to such Competing Proposal.

          (e) Superior Proposals; Change of Recommendation. Notwithstanding the limitations set forth in Section 6.5(a)(iv) and the limitations in Section 6.5(a)(vi) related to the limitations in Section 6.5(a)(iv), the Board may, prior to the expiration of the Applicable Period support, adopt, approve, endorse or recommend the approval or adoption of any Competing Proposal (any such event, a “Change of Recommendation”) to accept a Superior Proposal during the Applicable Period if: (i) the Company has received an unsolicited, written bona fide Competing Proposal (which has not been withdrawn and pursuant to which the person making it continues to be bound) which the Board has reasonably determined in good faith, after consultation with the Company’s outside legal and financial advisors, each of nationally-recognized standing, constitutes a Superior Proposal; (ii) the Company has not breached or violated (A) any of the terms of Section 6.4 or this Section 6.5; or (B) any of the binding terms of the Letter of Intent prior to the date of hereof; (iii) the Board shall have reasonably determined in good faith, after receiving the advice of the Company’s outside legal advisors, that the failure of the Board to make a Change of Recommendation would constitute a breach of its fiduciary duties to the Company’s stockholders under the Laws of the State of Delaware; (iv) without limiting the obligations of the Company set forth in Section 6.5(c), the Company shall have provided to the Investor all material terms of the Superior Proposal and complete copies of all documentation related thereto and given the Investor at least three (3) Business Days’ prior written notice of its intent to effect a Change of Recommendation; (v) during the three (3) Business Day period referred to in clause (iv) above, if requested by the Investor, the Company shall have negotiated in good faith with the Investor and its Representatives the terms of possible revisions to the terms of this Agreement such that such Competing Proposal contemplated by clause (i) shall no longer constitute a Superior Proposal; (vi) the Investor shall not have made during such three (3) Business Day period a bona fide offer or proposal to revise the terms hereof that (if implemented) would make the Competing Proposal contemplated by clause (i) above cease to constitute a Superior Proposal; (vii) the Company has paid the Termination Fee in accordance with Section 8.3(a); and (viii) simultaneously with the Change of Recommendation, and notwithstanding the limitations in Section 6.5(a)(v) and the limitations in Section 6.5(a)(vi) related to the limitations in Section 6.5(a)(v), the Company shall terminate this Agreement in accordance with Section 8.1(e) and enter into a binding written agreement to consummate the transaction contemplated by the Competing Proposal contemplated by clause (i) above.

          (f) Enforcement of Standstills and Confidentiality Agreements. The Company shall enforce, and shall not release or permit the release of any person from, or amend, waive, terminate or modify, and shall not permit the amendment, waiver, termination or modification of, any provision of, any nondisclosure, confidentiality, standstill or similar agreement or provision to which the Company or any of its subsidiaries is a party or under which the Company or any of its subsidiaries has any rights. The Company shall not, and shall not permit any of its subsidiaries or its or their Representatives to, enter into any nondisclosure or confidentiality agreement with any person subsequent to the date of this Agreement, and none of the Company,

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any of its subsidiaries or any of its or their respective Representatives is party to any agreement, which prohibits the Company from providing any information to the Investor.

          (g) Competing Proposal Definition. As used in this Agreement, “Competing Proposal” means any proposal, offer or inquiry (other than a proposal, offer or inquiry by Investor or any of its Affiliates or any of its or their respective Representatives) relating to any transaction or series of related transactions involving or resulting in: (i) any acquisition or purchase (including from the Company) by any person or “group” (as defined in or under Section 13(d) of the Exchange Act), directly or indirectly, of more than fifteen percent (15%) of the total outstanding voting securities of the Company or any of its subsidiaries, or any tender offer or exchange offer that, if consummated, would result in the person or “group” (as defined in or under Section 13(d) of the Exchange Act) beneficially owning fifteen percent (15%) or more of the total outstanding voting securities (including Securities that are convertible into voting Securities) of the Company or any of its subsidiaries; (ii) any preferred stock investment in, or debt financing for, the Company or any of its Subsidiaries (other than pursuant to the Credit Agreement or the Credit Agreement Amendment); (iii) any merger, consolidation, share exchange, business combination, issuance of securities, acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction involving the Company or any of its subsidiaries pursuant to which the stockholders of the Company immediately prior to the consummation of such transaction would hold less than eighty-five percent (85%) of the equity interests in the surviving or resulting entity of such transaction immediately after consummation thereof; (iv) any sale, lease, exchange, transfer, license, acquisition or disposition of more than fifteen percent (15%) of the aggregate Assets of the Company and its subsidiaries (measured by either book or fair market value thereof) or the aggregate net revenues or net income of the Company and its subsidiaries; or (v) any liquidation, dissolution, recapitalization or other significant corporate reorganization of the Company and/or its subsidiaries.

          (h) Superior Proposal Definition. As used in this agreement, “Superior Proposal” means an unsolicited, written bona fide Competing Proposal on terms, after considering any revisions to the terms hereof proposed by Investor pursuant to Section 6.5(e)(vi) and any fees payable by the Company pursuant to Section 8.3(a)), that (A) are more favorable from a financial perspective to the Company’s stockholders (in their capacities as such) than the transactions contemplated by this Agreement and (B) is capable of being consummated before the anticipated consummation of the Transactions or, in the event an unsolicited, written bona fide Competing Proposal is received by the Company or its Representatives for the first time later than five days prior to the expiration of the Applicable Period so long as neither the Person making such Competing Proposal nor any of such Person’s Affiliates shall have previously made a Competing Proposal during the Applicable Period, within five Business Days after the anticipated consummation of the Transactions; provided, however, that a Competing Proposal that is subject to the receipt of financing (either by an express financing condition or other terms and conditions) cannot constitute a Superior Proposal.

     Section 6.6 Listing of Underlying Shares and Related Matters. Promptly following the date hereof, the Company shall take all action necessary or reasonably required to cause the Warrant Shares to be approved for listing, subject to notice of issuance, on the NYSE no later than thirty days following the Closing Date. Further, if the Company applies to have its Common Stock or other securities traded on any other principal stock exchange or market then it

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shall include in such application the Warrant Shares and will take such other action as is necessary to cause such Common Stock to be so listed. The Company will use commercially reasonable efforts to continue the listing and trading of its Common Stock on the NYSE and, in accordance therewith, shall use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the by-laws or rules of such market or exchange, as applicable.

     Section 6.7 Notification. Prior to the Closing, the Company will give prompt written notice to the Investor of any development causing a breach of any of the representations and warranties in Section 3 above or any of the covenants to be complied with by the Company prior to the Closing Date pursuant to this Agreement. No disclosure by the Company pursuant to this Section 6.7, however, shall be deemed to amend or supplement the Disclosure Schedules or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

     Section 6.8 Disclosure; Publicity. Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Investor without the prior consent of the Company (in the case of a release or announcement by the Investor) or the Investor (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld), conditioned or delayed except as such release or announcement may be required by Law or the applicable rules or regulations of any securities exchange or securities market, in which case the Company or the Investor, as the case may be, shall allow the Investor or the Company, as applicable, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement in advance of such issuance. The parties hereto agree that a joint press release shall be issued to announce the execution of this Agreement and the Transactions and such press release shall be in the form agreed to by the parties hereto prior to the execution of this Agreement.

     Section 6.9 Use of Proceeds. The net proceeds of the sale of the Preferred Shares and the Warrant hereunder at the Closing shall be used by the Company as follows: (a) to fund the Company’s working capital requirements; (b) to fund consolidation and efficiency initiatives; (c) to reduce outstanding balances incurred under the Credit Agreement; and (d) to fund fees and expenses of the Transactions.

     Section 6.10 Exchange Act Filings. Prior to the Closing, the Company covenants to use commercially reasonable efforts to timely file all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act (or to file a Notification of Late Filing on Form 12b-25 and subsequently file the relevant report prior to the expiration of the applicable grace period associated with the filing of such notification of late filing), even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination.

     Section 6.11 Compliance with Laws

     Prior to the Closing, the Company will comply in all material respects with all applicable Laws and Orders of all Governmental Authorities (including all Environmental Laws).

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     7. Survival and Indemnification.

     Section 7.1 Survival. The representations and warranties of the contained in this Agreement (whether or not contained in Section 3 or Section 4) shall survive the Closing for a period of two years after the Closing Date, except that (a) the representations and warranties set forth in Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.5, Section 3.21, Section 3.22, Section 3.24, Section 4.1, Section 4.2, Section 4.3 and Section 4.10 shall survive indefinitely; (b) the representations and warranties set forth in Section 3.13, Section 3.15 and Section 3.18 shall survive until 90 days after the end of the applicable statute of limitations; provided, that any representation or warranty in respect of which an indemnity claim is made, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 7.1 if notice of claim shall have been given to the party against whom such indemnity is sought prior to such time. All covenants set forth herein shall survive the Closing indefinitely or, if otherwise specified, in accordance with their respective terms.

     Section 7.2 Indemnification. The Company agrees to indemnify and hold harmless the Investor and its Affiliates and their respective directors, officers, members, partners, employees, affiliates and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Investor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents, members, partners, employees, affiliates and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, an “Indemnified Person”) from and against, without duplication, any and all losses, claims, damages, liabilities, diminution in value, contingencies and expenses (including reasonable attorneys’ fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Indemnified Person may become subject as a result of or relating to (a) any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and (b) any action instituted against an Indemnified Party, by any third party with respect to any of the Transactions (unless such action is based upon a breach of the Investor’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Investor may have with any such stockholder or any violations by the Investor of state or federal securities Laws or any conduct by the Investor which constitutes fraud or willful misconduct).

     8. Termination.

     Section 8.1 Termination Events.

     This Agreement and the obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing may be terminated at any time prior to the Closing as follows:

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          (a) upon the mutual written consent of the Company and the Investor;

          (b) by the Company if any of the conditions set forth in Section 5.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; provided, however, that the Company shall have given the Investor written notice, delivered at least ten

          (10) calendar days prior to such termination, stating the Company’s intention to terminate this Agreement pursuant to this Section 8.1(b) and the basis for such termination and giving the Investor the opportunity to cure such breach (to the extent curable) during such period;

          (c) by the Investor if any of the conditions set forth in Section 5.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; provided, however, that the Investor shall have given the Company written notice, delivered at least ten (10) calendar days prior to such termination, stating the Investor’s intention to terminate this Agreement pursuant to this Section 8.1(c) and the basis for such termination and giving the Investor the opportunity to cure such breach (to the extent curable) during such period or

          (d) by the Investor if the Closing has not occurred on or prior to August 31, 2009;

          (e) by the Company, subject to the limitations and procedures set forth in Section 6.5(e), in order to effect a Change of Recommendation to accept a Superior Proposal during the Applicable Period; or

          (f) by the Investor, upon the occurrence of a Triggering Event.

Any proper termination of this Agreement pursuant clauses (a), (d), (e) or (f) to this Section 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable;

provided, however, that, except in the case of clause (a) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.

     Section 8.2 Effect of Termination.

     In the event that this Agreement is validly terminated in accordance with Section 8.1, except as provided herein (including pursuant to Section 8.3), each of the parties shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the Investor or the Company; provided, that no such termination shall relieve any party hereto from liability for a breach of any of its covenants or agreements contained in this Agreement; provided further, that the covenants and agreements of the parties set forth in Section 7, Section 8 and Section 9 hereof shall survive any such termination and shall be enforceable hereunder. The damages recoverable by the non-breaching party shall include all attorneys’ fees reasonably incurred by such party in connection with the Transactions.

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     Section 8.3 Termination Fee; Reimbursement of Expenses.

          (a) Termination Fee. The Company shall pay to the Investor a termination fee equal to $2,000,000 (Two Million Dollars) (the “Termination Fee”) in immediately available funds in the event that this Agreement is terminated as follows:

               (i) (A) this Agreement is terminated by the Company pursuant to Section 8.1(b) or by the Investor pursuant to Section 8.1(c); (B) from the date of this Agreement and prior to the termination of this Agreement, any Competing Proposal or any request for non-public information relating to the Company or any of its subsidiaries reasonably relating to a Competing Proposal is made known to the Company, any of its subsidiaries, any of its or their respective Representatives; (C) following the existence of such Competing Proposal or request and prior to any such termination, the Company shall have breached (and not cured after notice thereof) any of its covenants or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of Closing to occur on or before the termination of this Agreement; and (D) within eighteen (18) months after such termination, the Company enters into an agreement relating to a Competing Proposal or a Competing Proposal is otherwise consummated;

               (ii) this Agreement is terminated by the Company pursuant to Section 8.1(e); or

               (iii) this Agreement is terminated by the Investor pursuant to Section 8.1(f).

The payment of the Termination Fee shall be made by the Company to the Investor or any other Person designated by the Investor and to an account or accounts designated by the Investor, in the case of (x) clause (i), on the first date on which the first to occur of the execution of the applicable Contract or the consummation of the applicable Competing Proposal and (y) clause (ii) or (iii) above, within one (1) Business Day following the termination of this Agreement pursuant to Section 8.1(e) or Section 8.1(f). In no event shall the Company be required to pay the fee referred to in this Section 8.3(a) on more than one occasion.

          (b) Reimbursement of Expenses. The Company shall reimburse Investor for all Expenses incurred by Investor or its affiliates in connection with this Agreement or the transactions contemplated hereby in immediately available funds in the event that this Agreement is terminated as follows:

               (i) a Termination Fee is payable pursuant to Section 8.3(a)(i);

               (ii) this Agreement is terminated by the Company pursuant to Section 8.1(e); or

               (iii) this Agreement is terminated by Investor pursuant to Section 8.1(f).

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The payment for reimbursement shall be made by the Company to an account or accounts designated by Investor within two (2) Business Days following the demand for reimbursement of such Expenses by Investor and presentment of documentation for such Expenses.

          (c) Acknowledgement. The Company acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Investor would enter into this Agreement. Accordingly, if the Company fails to pay in full any amount due pursuant to this Section 8.3 by the date required, the Company shall, in addition to any amounts otherwise payable pursuant to this Section 8.3, (i) reimburse Investor for all Expenses incurred by Investor or its affiliates in collection of such unpaid amounts or mitigating losses from such failure to pay; and (ii) pay interest on the amount an any such unpaid amount at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made.

     9. Miscellaneous.

Section 9.1 Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Investor, as applicable; provided, however, that the Investor may assign its rights and delegate its duties hereunder to an Affiliate without the prior written consent of the Company, after notice duly given by the Investor to the Company. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement (including in Section 7.2, in Section 9.6 and in Section 9.10).

     Section 9.2 Counterparts; Facsimiles or Emails. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile or email with signature attachment, which shall be deemed an original.

     Section 9.3 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

     Section 9.4 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (a) if given by personal delivery, then such notice shall be deemed given upon such delivery, (b) if given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (c) if given by mail, then such notice shall be deemed given upon the earlier of (i) receipt of such notice by the recipient or (ii) three days after such notice is deposited in first class mail, postage prepaid, and (d) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one Business Day after delivery to such carrier. All notices shall be addressed to the party to be

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notified at the address as follows, or at such other address as such party may designate by ten days’ advance written notice to the other party:

If to the Company:

Wabash National Corporation
1000 Sagamore Parkway South
Lafayette, Indiana 47905
Attention: Chief Financial Officer
Fax: (765) 771-5579

With a copy to:

Hogan & Hartson LLP
111 South Calvert Street
Suite 1600
Baltimore, MD 21202
Attention: Michael J. Silver
Fax: (410) 539-6981

If to the Investor:

Trailer Investments, LLC
c/o Lincolnshire Management, Inc.
780 Third Avenue
New York, NY 10017
Attention: Michael J. Lyons
                 Allan D. L. Weinstein
Fax: (212) 755-5457

With a copy to:

Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attention: Frederick Tanne, P.C.
                 Srinivas S. Kaushik
Fax: (212) 446-6460

     Section 9.5 Expenses. The parties hereto shall pay their own costs and expenses in connection herewith, except that the Company shall, promptly upon request, pay all Expenses of the Investor in an amount not to exceed $500,000 without the Company’s approval. Such expenses shall be paid not later than the Closing.

     Section 9.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor. Any amendment or waiver effected in accordance with this Section

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9.6 shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.

     Section 9.7 Specific Performance. The Company hereby acknowledges and agrees that the failure of the Company to perform its agreements and covenants hereunder, including its failure to take all actions as are necessary on its part to consummate the Transactions, will cause irreparable injury to the Investor, for which damages, even if available, will not be an adequate remedy. Accordingly, the Company hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of the Company’s obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder.

     Section 9.8 Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions of this Agreement, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, impaired or invalidated thereby. Upon such determination that any provision, or the application of any such provision, is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

     Section 9.9 No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person.

     Section 9.10 Entire Agreement. This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof (including the Letter of Intent). Subject to the consummation of the Closing, the Nondisclosure Agreement shall terminate and shall have no force or effect. LMI shall be a third party beneficiary of this Agreement with respect to this Section 9.10.

     Section 9.11 Section Headings; Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

     Section 9.12 Schedules and Exhibits.

          (a) All Schedules and Exhibits attached hereto are hereby incorporated herein by reference and made a part hereof. Any matter disclosed pursuant to any Schedule to this

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Agreement (or any section of any Schedule to this Agreement) whose relevance or applicability to any representation made elsewhere in this Agreement or to the information called for by any other Schedule to this Agreement (or any other section of any Schedule to this Agreement) is reasonably apparent on its face shall be deemed to be an exception to such representations and to be disclosed with respect to all such other Schedules to this Agreement (and all sections of all Schedules to this Agreement) where it is so apparent on its face, notwithstanding the omission of a reference or cross-reference thereto.

          (b) Neither the specification of any dollar amount in any representation or warranty nor the mere inclusion of any item in a Schedule as an exception to a representation or warranty shall be deemed an admission by the Company that such item represents an exception or material fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect.

     Section 9.13 Further Assurances. The parties hereto shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

     Section 9.14 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal Laws of the State of Delaware without regard to the choice of law principles thereof or of any other jurisdiction. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery (unless such court shall lack subject matter jurisdiction, in which case, in any state or federal court located in Delaware) for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS AND WARRANTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

[END OF PAGE]
[SIGNATURE PAGE FOLLOWS]

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SIGNATURE PAGE TO
SECURITIES PURCHASE AGREEMENT

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

WABASH NATIONAL CORPORATION
By:	/s/ Robert J. Smith
Name:	Robert J. Smith
Title:	Senior Vice President and Chief Financial Officer
TRAILER INVESTMENTS, LLC
By:	/s/ Michael J. Lyons
Name:	Michael J. Lyons
Title:	President

EXHIBIT A

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

SUBJECT TO THE PROVISIONS OF SECTION 13 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. (EASTERN TIME) ON THE TENTH ANNIVERSARY (THE “EXPIRATION DATE”) OF [•], 2009 (THE “DATE OF ISSUANCE”).

WABASH NATIONAL CORPORATION
[FORM OF] WARRANT TO PURCHASE SHARES OF COMMON STOCK

     FOR VALUE RECEIVED, Trailer Investments, LLC (the “Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from Wabash National Corporation, a Delaware corporation (the “Company”), at any time not later than 5:00 p.m. (Eastern Time) on the Expiration Date, at an exercise price per share equal to $0.01 (such exercise price, as adjusted from time to time in accordance with the terms of this Warrant, the “Warrant Price”), [•]¹shares (the “Warrant Shares”) of the Company’s Common Stock, par value $0.01 per share (“Common Stock”). The number of Warrant Shares purchasable upon exercise of this Warrant shall be subject to adjustment from time to time as described herein. Capitalized terms used but not otherwise defined in this Warrant shall have the meanings ascribed to such terms in the Securities Purchase Agreement, dated as of the date hereof, by and between the Company and the Warrantholder (the “Purchase Agreement”).

     Section 1. Registration. The Company shall maintain books for the transfer and registration of this Warrant. Upon the initial issuance of this Warrant, the Company shall issue and register this Warrant in the name of the Warrantholder.

     Section 2. Transfers. As provided herein, this Warrant may be transferred to any person or entity but only pursuant to a registration statement filed under the Securities Act or pursuant to an exemption from such registration. Subject to such restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained by the Company for that purpose, within five calendar days following the surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions for transfer and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company within such five calendar day period.

¹ Number of shares to be equal to 44.21% of the fully diluted Common Stock immediately following the Closing and taking into account the issuance of the Warrant Shares, but excluding the outstanding Out of the Money Options (as defined below).

     Section 3. Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant, in whole or in part, at any time prior to the Expiration Date upon surrender of this Warrant, together with delivery of a duly executed Warrant exercise form, in the form attached hereto as Appendix A (the “Exercise Agreement”) and payment by wire transfer of funds (or, in certain circumstances, by cashless exercise as provided in Section 4) of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the Warrantholder). The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or the Warrantholder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered (or the date evidence of loss, theft or destruction thereof and security or indemnity reasonably satisfactory to the Company has been provided to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered. Certificates for the Warrant Shares so purchased shall be delivered to the Warrantholder within a reasonable time, not exceeding three business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, as specified in the Exercise Agreement. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. As used herein, “business day” means a day, other than a Saturday or Sunday, on which banks in New York, New York are open for the general transaction of business.

     Section 4. Cashless Exercise. Notwithstanding any other provision contained herein to the contrary, the Warrantholder may elect to receive, without payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock having a Fair Market Value equal to the Market Price of all shares of Common Stock that may then be purchased upon full exercise of this Warrant, less the aggregate Warrant Price for all such shares, or any specified portion thereof, by the surrender to the Company of this Warrant (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in the form annexed hereto as Appendix B, duly executed, to the Company. Thereupon, the Company shall issue to the Warrantholder such number of fully paid, validly issued and nonassessable shares of Common Stock as is computed using the following formula:

X = Y (A - B)
A

where

X = the number of shares of Common Stock to which the Warrantholder is entitled upon such cashless exercise;

Y = the total number of shares of Common Stock covered by this Warrant for which the Warrantholder has surrendered purchase rights at such time for

2

cashless exercise (including both shares to be issued to the Warrantholder and shares as to which the purchase rights are to be canceled as payment therefor);

A = the Market Price of one share of Common Stock as of the date the net issue election is made; and

B = the Warrant Price;

provided that if X is equal to zero or a negative number, then the Warrantholder shall not be entitled to receive any Warrant Shares pursuant to a cashless exercise in accordance with this Section 4.

     Section 5. Compliance with Securities Act. Except as provided in the Purchase Agreement, the Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary. The Warrantholder hereby represents and warrants to the Company that the Warrantholder is acquiring the Warrant and the Warrant Shares purchasable upon exercise of this Warrant (collectively, the “Securities”) for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. The Warrantholder acknowledges and understands that the Securities have not been registered under the Securities Act or applicable state securities laws and may not be offered, sold, assigned, pledged, transferred or otherwise disposed of unless (a) such Securities have been registered for sale pursuant to the Securities Act, (b) such Securities may be sold pursuant to Rule 144 of the Securities Act, or (c) the Company has received an opinion of counsel reasonably satisfactory to the Company that such transfer may lawfully be made without registration under the Securities Act or qualification under applicable state securities laws.

     Section 6. Payment of Taxes. The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the Warrantholder in respect of which such shares are issued, and in such case, the Company shall not be required to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company’s reasonable satisfaction that such tax has been paid. The Warrantholder shall be responsible for income taxes due under federal, state or other law to the extent any such tax is due.

     Section 7. Replacement. Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the Warrantholder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of this Warrant, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company (provided that if the Warrantholder is a financial institution or other institutional investor, then the Warrantholder’s own agreement shall be satisfactory; it being understood and agreed that each of Trailer Investments, LLC and its affiliates shall constitute an institutional investor for such

3

purpose), or, in the case of any such mutilation upon surrender of this Warrant, the Company shall (at its expense) execute and deliver in lieu of this Warrant a new Warrant of like kind representing the number of Warrant Shares represented by such lost, stolen, destroyed or mutilated Warrant and dated the date of such lost, stolen, destroyed or mutilated Warrant.

     Section 8. Reservation of Common Stock; Outstanding Options. The Company hereby represents and warrants that there have been reserved, and the Company shall at all applicable times keep reserved until issued (if necessary), out of the authorized and unissued shares of Common Stock, the maximum number of shares issuable upon the exercise of the rights of purchase represented by this Warrant. The Company represents, warrants and covenants that all Warrant Shares issued upon due exercise of this Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock. The Company represents and warrants that, as of the Date of Issuance, (a) [•] shares of Common Stock have been issued and remain outstanding, (b) [•] Options (as defined below) have been issued or granted, and (c) no Convertible Securities (as defined below) have been issued or remain outstanding.

     Section 9. Adjustment of Number of Warrant Shares. In order to prevent dilution of the rights granted under this Warrant (including on account of the Out of the Money Options) and to provide for certain protections in the event the Company is unable to fully utilize its NOLs, the number of Warrant Shares obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 9; provided that if more than one subsection of this Section 9 is applicable to a single event, then the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 9 so as to result in duplication; provided, further, that, with respect to any Warrantholder that is not a Trailer Investor (as defined in the Investor Rights Agreement), no adjustment shall be made pursuant to Section 9(a), Section 9(b) or Section 9(e) if, immediately prior to the time at which such adjustment would otherwise be made, the number of shares of Common Stock exercisable under this Warrant and any other Warrant held by the Warrantholder or any of its affiliates is for fewer than [•]² shares of Common Stock (provided, however, that such number shall be adjusted from time to time in the same manner as the number of Warrant Shares subject to this Warrant is adjusted in accordance with Section 9(c) and Section 9(d)). For the avoidance of doubt, the Warrant Price shall not be subject to adjustment hereunder. For the purposes of this Warrant, the following terms have the meanings set forth below:

     “Common Stock Deemed Outstanding” means, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock deemed to be outstanding pursuant to Section 9(b)(i) and Section 9(b)(ii) hereof regardless of whether the Options or Convertible Securities are actually exercisable at such time, but excluding any shares of Common Stock issuable upon exercise of this Warrant.

² Number of shares to be equal to 5.0% of the fully diluted Common Stock immediately following the Closing and taking into account the issuance of the Warrant Shares, but excluding the outstanding Out of the Money Options (as defined below).

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     “Convertible Securities” means any stock or securities (directly or indirectly) convertible into or exchangeable for Common Stock.

     “Fair Market Value” means, with respect to any security or other property, the fair market value of such security or other property, as jointly determined in good faith by the Board of Directors of the Company and the Warrantholder, assuming a willing buyer and willing seller; provided that no minority or illiquidity discount shall be taken into account and no consideration shall be given to any restrictions on transfer, or to the existence or absence of, or any limitations on, voting rights.

     “Liquidity Event” means, (i) with respect to any Option (other than awards of Common Stock), the last day of the fiscal quarter during which such Option is exercised or in respect of which any liquidity event has occurred, including the cashing out of such Option or the underlying share of Common Stock, the payment of any consideration or the exchange or rollover of such Option (or the underlying share of Common Stock), provided, however, that if any of the foregoing occur in connection with any transaction or a series of related transactions in which the liquidity for the Warrant or the Warrant Share occurs substantially contemporaneously, then “Liquidity Event” shall mean the date on which such transaction or the last portion of such series of related transactions is consummated, and (ii) with respect to any Option that is an award of Common Stock, the date of grant of such Option.

     “Market Price” means, as of a particular date (the “Valuation Date”), the following: (i) if the Common Stock is then quoted on the New York Stock Exchange, Inc. (“NYSE”), The Nasdaq Stock Market, Inc. (“Nasdaq”), the National Association of Securities Dealers, Inc. OTC Bulletin Board (the “Bulletin Board”) or such similar quotation system or association (together with the NYSE, Nasdaq and Bulletin Board, “Trading Markets” and each, a “Trading Market”), the average of the daily volume weighted average prices, as reported by Bloomberg Financial L.P., of one share of Common Stock on a Trading Market for a period of five trading days consisting of the trading day immediately prior to the Valuation Date and the four trading days prior to such date; or (ii) if the Common Stock is not then quoted on a Trading Market, the Fair Market Value of one share of Common Stock as of the Valuation Date, as jointly determined in good faith by the Board of Directors of the Company and the Warrantholder. If the Common Stock is not then listed on a Trading Market, then the Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the Fair Market Value of a share of Common Stock as determined in good faith by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the Fair Market Value in respect of clause (ii) above, the Company and the Warrantholder shall jointly select an appraiser who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder.

     “Options” means any rights or options to subscribe for or purchase Common Stock or Convertible Securities and any awards of Common Stock or Convertible Securities.

     “Out of the Money Options” means any Options existing as of the Signing Date with an exercise in excess of $0.54, which have the right on such date to convert to 2,195,442 shares of Common Stock. For the avoidance of doubt, an Out of the Money Option shall continue to

5

remain an Out of the Money Option after a repricing, exchange or similar action with respect to such Out of the Money Option.

     “Signing Date” means July 17, 2009.

     (a) Adjustment of Number of Warrant Shares Issuable upon Exercise of Warrant.

          (i) If and whenever on or after the Date of Issuance of this Warrant the Company issues or sells, or in accordance with Section 9(b) is deemed to have issued or sold, any shares of Common Stock for a consideration per share less than (x) $0.54 (as such amount is proportionately adjusted for stock splits, stock combinations, stock dividends and recapitalizations affecting the Common Stock after the Date of Issuance, the “Base Price”) or (y) the Market Price of the Common Stock determined as of the date of such issue or sale, then immediately upon such issue or sale the number of Warrant Shares issuable upon exercise of this Warrant shall be increased to whichever of the following number of Warrant Shares is greater:

               (A) the number of Warrant Shares acquirable upon exercise of this Warrant determined by multiplying number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such issue or sale by a fraction, the numerator of which shall be the product derived by multiplying the Base Price of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale, and the denominator of which shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale multiplied by the Base Price of the Common Stock determined as of the date of such issue or sale, plus (2) the consideration, if any, received by the Company upon such issue or sale; or

               (B) the number of Warrant Shares acquirable upon exercise of this Warrant determined by multiplying the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such issue or sale by a fraction, the numerator of which shall be the product derived by multiplying the Market Price of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale, and the denominator of which shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale multiplied by the Market Price of the Common Stock determined as of the date of such issuance of sale, plus (2) the consideration, if any, received by the Company upon such issue or sale.

          (ii) Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the number of Warrant Shares acquirable upon exercise of this Warrant in the case of the issuance of (A) securities issued pursuant to the Purchase Agreement and securities issued upon the exercise or conversion of those securities, and (B) shares of Common Stock issued or issuable by reason of a dividend, stock split or other distribution on shares of Common Stock (but only to the extent that such a dividend, split or distribution results in an adjustment in the number of Warrant Shares acquirable upon exercise of this Warrant pursuant to the other provisions of this Warrant).

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     (b) Effect of Certain Events on Number of Warrant Shares. For purposes of determining the adjusted number of Warrant Shares acquirable upon exercise of this Warrant under Section 9(a), the following shall be applicable:

          (i) Issuance of Options. If the Company in any manner grants or sells any Options, then upon the occurrence of a Liquidity Event with respect to such Options the number of Warrant Shares acquirable upon exercise of this Warrant shall be increased such that the Warrantholder shall be entitled to acquire upon exercise of this Warrant the same percentage of the fully diluted Common Stock (i.e., determined by calculating all convertible instruments as fully converted) immediately following or contemporaneous with the occurrence of such Liquidity Event that the Warrantholder otherwise would have been entitled to acquire upon exercise of this Warrant immediately prior to the occurrence of such Liquidity Event (excluding, for purposes of such calculation, the number of Out of the Money Options outstanding as of the Signing Date). The Company shall promptly provide the Warrantholder with written notice of the occurrence of any Liquidity Event. The adjustments set forth in this paragraph shall also be given effect with respect to any transaction where the relevant Liquidity Event and liquidity for the Warrant or the Warrant Shares occurs contemporaneously, in the same transaction or as part of a series of related transactions.

          (ii) Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities, and the price per share for which Common Stock is issuable upon conversion or exchange thereof is less than (a) the Base Price in effect immediately prior to the time of such issue or sale or (b) the Market Price determined as of such time, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of this paragraph, the “price per share for which Common Stock is issuable upon conversion or exchange thereof” is determined by dividing (A) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the number of Warrant Shares acquirable upon exercise of this Warrant shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the number of Warrant Shares acquirable upon exercise of this Warrant had been or are to be made pursuant to other provisions of this Section 9(b), no further adjustment of the number of Warrant Shares acquirable upon exercise of this Warrant shall be made by reason of such issue or sale.

          (iii) Change in Conversion Rate. If the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the number of Warrant Shares acquirable upon exercise of this Warrant at the time of such change shall be adjusted immediately to the number of Warrant Shares which would have been acquirable upon exercise of this Warrant at such time had such Convertible Securities still outstanding provided for such changed additional consideration or changed

7

conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 9(b), if the terms of any Convertible Security which was outstanding as of the date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that no such change shall at any time cause the number of Warrant Shares acquirable upon exercise of this Warrant hereunder to be decreased.

          (iv) Treatment of Expired Options and Terminated Convertible Securities. Upon the expiration of any Option issued or granted on or following the Date of Issuance or the termination of any right to convert or exchange any Convertible Securities without the exercise of such Option or right, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted immediately to the number of Warrant Shares which would have been acquirable upon exercise of this Warrant at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

          (v) Treatment of Out of the Money Options Outstanding as of the Date of Issuance. Upon the occurrence of a Liquidity Event with respect to any Out of the Money Option at any time after the Signing Date, (A) if this Warrant shall not have been exercised in full, then the number of Warrant Shares acquirable upon exercise of this Warrant shall be increased such that the Warrantholder shall be entitled to acquire upon exercise of this Warrant the same percentage of the Common Stock outstanding immediately following the occurrence of the Liquidity Event with respect to such Option that the Warrantholder otherwise would have been entitled to acquire upon exercise of this Warrant immediately prior to the occurrence of the Liquidity Event with respect to of such Option, or (B) if this Warrant shall have been exercised in full, then the Company shall promptly, and in any event within three business days, issue and deliver to the Warrantholder the requisite number of shares of Common Stock such that the Warrantholder shall own the same percentage of the Common Stock outstanding immediately following the occurrence of the Liquidity Event with respect to such Option that the Warrantholder owned immediately prior to the occurrence of the Liquidity Event with respect to such Option. The Company shall promptly provide the Warrantholder with written notice of the occurrence of any Liquidity Event. The adjustments set forth in this paragraph shall also be given effect with respect to any transaction where the relevant Liquidity Event and liquidity for the Warrant or the Warrant Shares occurs contemporaneously in the same transaction or as part of a series of related transactions.

          (vi) Calculation of Consideration Received. If any Common Stock or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, then the consideration received therefor shall be deemed to be the net amount received by the Company therefor. In case any Common Stock or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be the Fair Market Value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company shall be the Market Price thereof as of the date of receipt. In case any Common Stock or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity the amount of consideration therefor shall be deemed

8

to be the Fair Market Value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock or Convertible Securities, as the case may be. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the Fair Market Value, the Company and the Warrantholder shall jointly select an appraiser who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder.

          (vii) Treasury Shares. The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for the account of the Company or any Subsidiary of the Company, and the disposition of any shares so owned or held shall be considered an issue or sale of Common Stock.

          (viii) Record Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

     (c) Subdivision or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, then the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such subdivision shall be proportionately increased. If the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, then the number of Warrant Shares acquirable upon exercise of this Warrant shall be proportionately decreased.

     (d) Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets or other transaction, which in each case is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as “Organic Change.” Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Warrantholder) to insure that the Warrantholder shall thereafter have the right to acquire and receive, in lieu of or addition to (as the case may be) the Warrant Shares immediately theretofore acquirable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets as would have been issued or payable in such Organic Change (if the Warrantholder had exercised this Warrant immediately prior to such Organic Change) with respect to or in exchange for the number of Warrant Shares immediately theretofore acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In any such case, the Company shall make appropriate provision (in form and substance satisfactory to the Warrantholder) with respect to the Warrantholder’s rights and interests to insure that the provisions of this Section 9 and Sections 10 and 11 hereof shall thereafter be applicable to the Warrant. The Company shall not effect any such consolidation, merger or sale, unless prior to

9

the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in form and substance reasonably satisfactory to the Warrantholder), the obligation to deliver to the Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to acquire. Notwithstanding any other provision in this Warrant to the contrary, the Warrantholder shall have the right, at its election, to sell or exchange this Warrant (rather sell or exchange the Warrant Shares) in connection with any Organic Change that is structured as a sale or exchange of securities of the Company, and the Company shall use its reasonable best efforts to take all actions necessary or reasonably requested by the Warrantholder to give effect to such election.

     (e) Loss of Existing NOLs: If the Company is unable to fully utilize its net operating loss carry forward for income tax purposes (“NOLs”) existing as of the date hereof (which is at least $117 million) as a result of an ownership change within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended (an “NOL Event”), the number of Warrant Shares acquirable upon exercise of this Warrant shall be increased on the date the Company becomes aware of the NOL Event by the sum of (A) a number of shares of Common Stock that the Warrant would have been initially exercisable for as of the Issuance Date if the initial number of Warrant Shares represented 49.99% of the fully diluted shares of Common Stock of the Company on the Issuance Date including the Warrant Shares (i.e., determined by calculating all convertible instruments as fully converted but excluding, for purposes of such calculation, the number of Out of the Money Options outstanding as of Issuance Date) (such number of additional shares, the “Additional NOL Shares”) and (B) such additional shares of Common Stock that would have been issuable under the Warrant with respect to the Additional NOL Shares pursuant to the adjustments set forth in provision of this Warrant if such Additional NOL Shares were part of the Warrant Shares issuable under this Warrant as of the Issuance Date. The Company shall promptly provide the Warrantholder with written notice of any NOL Event as soon as practicable after the NOL Event becomes known to the Company. In the event this Warrant has been transferred or exercised, the adjustments set forth in this paragraph shall be made on a pro rata basis among the holders of the Warrants if none of the Warrants had been exercised, or if any Warrant has been exercised, taking into account the number of Warrant Shares held by the holders of the Warrant and the Warrant Shares. For the avoidance of doubt and in clarification of the foregoing, to the extent that this Warrant has been exercised, in whole or in part (the “Exercised Portion”), the holder of this Warrant will be entitled to receive an additional Warrant to purchase the number of Warrant Shares for which this Warrant would have been increased with respect to the Exercised Portion had the Exercised Portion not been exercised prior to an adjustment for an NOL Event, plus, to the extent that the Warrant has not been fully exercised, the increase that the holder of the Warrant would be entitled to receive pursuant to this Section 9(e) for the portion of the Warrant still outstanding, in each case, without duplication. The adjustments set forth in this paragraph shall also be given effect with respect to any transaction where the loss of the NOLs occurs contemporaneously, in the same transaction or as part of a series of related transactions, with a liquidity event for the Warrant or the Warrant Shares.

     (f) Certain Events. If any event occurs of the type contemplated by the provisions of this Section 9 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity

10

features), then the Company’s Board of Directors shall make an appropriate adjustment in the number of Warrant Shares obtainable upon exercise of this Warrant so as to protect the rights of the Warrantholder; provided that no such adjustment shall decrease the number of Warrant Shares obtainable as otherwise determined pursuant to this Section 9.

     Section 10. Dividends. If the Company declares or pays any dividend upon the Common Stock except for a stock dividend payable in shares of Common Stock (a “Dividend”), then the Company shall pay to the Warrantholder at the time of payment thereof the Dividend which would have been paid to such Warrantholder had this Warrant been fully exercised immediately prior to the date on which a record is taken for such Dividend, or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

     Section 11. Purchase Rights. If at any time the Company grants, issues or sells any Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Warrantholder shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of Warrant Shares acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

     Section 12. Fractional Interest. The Company shall not be required to issue fractions of Warrant Shares upon the exercise of this Warrant. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 12, be deliverable upon such exercise, then the Company, in lieu of delivering such fractional share, shall pay to the exercising Warrantholder an amount in cash equal to the Market Price of such fractional share of Common Stock on the date of exercise.

     Section 13. Extension of Expiration Date. If (a)(i) the Company fails to cause any Registration Statement covering Registrable Securities (as such term is defined in that certain Investor Rights Agreement, dated as of the date hereof, by and between the Company and Trailer Investments, LLC, as amended, supplemented or otherwise modified from time to time (the “Investor Rights Agreement”)) to be declared effective prior to the applicable dates set forth therein, or (ii) if any of the events specified in Section 7.1 of the Investor Rights Agreement occurs, and the Blackout Period (as such term is defined in the Investor Rights Agreement) (whether alone, or in combination with any other Blackout Period) continues for more than sixty days in any twelve-month period, or for more than a total of ninety days, or (b) the Company fails to provide the notice required by Section 15(b) within the time periods set forth therein, then the Expiration Date of this Warrant shall be extended one day for (1) in the case of clause (a), each day beyond the sixty day or ninety day limits, as the case may be, that the Blackout Period continues, or (2) in the case of clause (b), each day after the ninetieth day prior to the Expiration Date that the required notice has not yet been provided to the Warrantholder.

     Section 14. Benefits. Nothing in this Warrant shall be construed to give any person, firm or corporation (other than the Company and the Warrantholder) any legal or equitable right,

11

remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder.

     Section 15. Notices to Warrantholder.

     (a) Upon the happening of any event requiring an adjustment of the number of Warrant Shares acquirable upon exercise of this Warrant, the Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjusted number of Warrant Shares acquirable upon exercise of this Warrant resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment.

     (b) At least ninety but no more than one hundred twenty days prior to the Expiration Date, the Company shall provide written notice to the Warrantholder at the address appearing in the records of the Company, stating the calendar date upon which the Expiration Date will occur.

     Section 16. Identity of Transfer Agent. The transfer agent for the Common Stock is BNY Mellon. Upon the appointment of any subsequent transfer agent for the Common Stock or other shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by this Warrant, the Company will mail to the Warrantholder a statement setting forth the name and address of such transfer agent; provided, however, that such notice shall be provided for convenience only and shall not be required for effectiveness of any such subsequent appointment.

     Section 17. Further Assurances. Except and to the extent as waived or consented to by the Warrantholder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or reasonably required to protect the rights of Warrantholder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately before such increase in par value, (b) take all such action as may be necessary or reasonably required in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use all reasonable best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable, the Company shall use all reasonable best efforts to obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary or reasonably required from any public regulatory body or bodies having jurisdiction thereof.

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     Section 18. Notices. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given as hereinafter described (a) if given by personal delivery, then such notice shall be deemed given upon such delivery, (b) if given by telex or facsimile, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (c) if given by mail, then such notice shall be deemed given upon the earlier of (i) receipt of such notice by the recipient or (ii) three days after such notice is deposited in first class mail, postage prepaid, and (d) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier. All notices shall be addressed as set forth below, or at such other address as the Warrantholder or the Company may designate by ten days’ advance written notice to the other party:

     If to the Company, then to:

Wabash National Corporation
1000 Sagamore Parkway South
Lafayette, Indiana 47905
Attention: Chief Financial Officer
Facsimile: (765) 771-5579

     with a copy to (which shall not constitute notice):

Hogan & Hartson LLP
111 South Calvert Street
Suite 1600
Baltimore, MD 21202
Attention: Michael J. Silver
Facsimile: (410) 539-6981

     If to the Warrantholder, then to:

Trailer Investments, Inc.
c/o Lincolnshire Management, Inc.
780 Third Avenue
New York, NY 10017
Attention: Michael J. Lyons

Allan D. L. Weinstein

Facsimile: (212) 755-5457

     with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attention: Frederick Tanne, P.C.

Srinivas S. Kaushik

Facsimile: (212) 446-6460

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     Section 19. Registration Rights. The initial Warrantholder is entitled to the benefit of certain registration rights with respect to the shares of Common Stock issuable upon the exercise of this Warrant as provided in the Investor Rights Agreement, and any subsequent Warrantholder may be entitled to such rights in accordance with the terms of the Investor Rights Agreement.

     Section 20. Successors. All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder.

     Section 21. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS AND WARRANTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

     Section 22. No Rights as Stockholder. Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of its ownership of this Warrant.

     Section 23. Amendment; Waiver. This Warrant was issued in connection with the consummation of the transactions contemplated by the Purchase Agreement. Any term of this Warrant may be amended or waived (including the adjustment provisions included in Section 9 of this Warrant) upon the written consent of the Company and the Warrantholder.

     Section 24. No Strict Construction. The language used in this Warrant shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person.

     Section 25. Section Headings. The section headings in this Warrant are for the convenience of the Company and the Warrantholder and in no way alter, modify, amend, limit or restrict the provisions hereof.

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[END OF PAGE]
[SIGNATURE PAGES FOLLOW]

15

SIGNATURE PAGE TO WARRANT

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Date of Issuance.

WABASH NATIONAL CORPORATION

By:

Name:

Title:

SIGNATURE PAGE TO WARRANT

ACCEPTED AND AGREED TO AS OF THE DATE OF ISSUANCE BY:

TRAILER INVESTMENTS, LLC

By:

Name:

Title:

APPENDIX A
WABASH NATIONAL CORPORATION
WARRANT EXERCISE FORM

To: Wabash National Corporation

     The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant,                                          shares of Common Stock (“Warrant Shares”) provided for therein, and requests that:

     certificates for the Warrant Shares be issued as follows:

Name

Address

Federal Tax ID No.

      and delivered by (certified mail to the above address, or
(other (specify):                                                             ).

and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, then that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder or the undersigned’s assignee as below indicated and delivered to the address stated below.

Dated:                                           ,                      

Signature:

Name (please print)

Address

Federal Tax ID No.

Assignee:

APPENDIX B
WABASH NATIONAL CORPORATION
NET ISSUE ELECTION NOTICE

To: Wabash National Corporation

Date: [                                        ]

     The undersigned hereby elects under Section 4 of this Warrant to surrender the right to purchase [                    ] shares of Common Stock pursuant to this Warrant and hereby requests the issuance of [                    ] shares of Common Stock. The certificate(s) for the shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below.

Signature

Name for Registration

Mailing Address

EXHIBIT B

[FORM OF] INVESTOR RIGHTS AGREEMENT

dated as of

JULY [•], 2009

by and between

WABASH NATIONAL CORPORATION

and

TRAILER INVESTMENTS, LLC

Table of Contents

	Page
Article I Certain Definitions		1
Article II Registration Rights		8
Section 2.1 Mandatory Registration		8
Section 2.2 Allowed Delay		10
Section 2.3 Expenses		10
Section 2.4 Company Obligations		10
Section 2.5 Due Diligence Review; Information		13
Section 2.6 Obligations of the Common Investors		13
Section 2.7 Indemnification		14
Article III Other Rights		16
Section 3.1 Right Of First Refusal		16
Section 3.2 Due Diligence in Connection with Subsequent Financings		18
Article IV Nomination Of Investor Directors		18
Section 4.1 Interim Appointment of Investor Directors		18
Section 4.2 Continuing Designation of Investor Directors		18
Section 4.3 Termination of Investor Director Designation Rights		19
Section 4.4 Resignation; Removal; Vacancies		19
Section 4.5 Fees and Expenses		19
Section 4.6 Board Observer		19
Section 4.7 Subsidiary Boards; Committees		20
Section 4.8 Reporting Information		20
Section 4.9 Directors and Officers Insurance; Indemnification Agreements		20
Article V Consent Rights		20
Section 5.1 Approval of the Majority Trailer Investors		20
Section 5.2 Affirmative Covenants		23
Article VI Information Rights		24
Section 6.1 Delivery of Financial Statements		24
Section 6.2 Inspection		25
Section 6.3 Budget		26
Article VII Events of Default; Remedies		26
Section 7.1 Events of Default		26
Section 7.2 Remedies		27
Article VIII Indemnity; Expenses		28
Section 8.1 Indemnity		28
Section 8.2 Expenses		28

i

Table of Contents
(continued)

	Page
Article IX Miscellaneous		29
Section 9.1 Amendments and Waivers		29
Section 9.2 Limitations under Senior Credit Agreement		29
Section 9.3 Notices		29
Section 9.4 Assignments and Transfers by Investors		30
Section 9.5 Assignments and Transfers by the Company		30
Section 9.6 Benefits of the Agreement		30
Section 9.7 Counterparts; Facsimiles and Electronic Copies		31
Section 9.8 Titles and Subtitles		31
Section 9.9 Severability		31
Section 9.10 No Strict Construction		31
Section 9.11 Further Assurances		31
Section 9.12 Entire Agreement		31
Section 9.13 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial		31

INVESTOR RIGHTS AGREEMENT

     This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July [•], 2009 by and between Wabash National Corporation, a Delaware corporation (the “Company”), and Trailer Investments, LLC, a Delaware limited liability company (“Trailer”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Article I.

     WHEREAS, Trailer is party to that certain Securities Purchase Agreement, dated as of July [•], 2009, by and between the Company and Trailer (the “Purchase Agreement”); and

     WHEREAS, as a condition to entering into the Purchase Agreement, Trailer and the Company have agreed to enter into this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

     As used in this Agreement, the following terms shall have the following meanings:

     “Additional Shares” has the meaning set forth in Section 2.1(b).

     “Affiliate” means (i) with respect to the Company, (A) any other Person (other than the Subsidiaries of the Company) which directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such Person, (B) any Person that owns more than 5% of the outstanding stock of the Company, and (C) any officer, director or employee of the Company, its Subsidiaries or any Person described in subclause (A) or (B) above with a base salary in excess of $100,000 per year or with any individual related by blood, marriage or adoption to such officer, director or employee, and (ii) with respect to any Person other than the Company, any other Person which directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such first Person.

     “Agreement” has the meaning set forth in the preamble.

     “Allowed Delay” has the meaning set forth in Section 2.2.

     “Audit Committee” has the meaning set forth in Section 4.6.

     “Availability Date” has the meaning set forth in Section 2.4(a)(ix).

     “Blackout Period” has the meaning set forth in Section 7.2.

     “Blue Sky Application” has the meaning set forth in Section 2.7(a).

     “Board” means the board of directors of the Company.

     “Board Observer” has the meaning set forth in Section 4.6.

     “Business Day” means a day, other than a Saturday or Sunday, on which banks in New York, New York are open for the general transaction of business.

     “Certificate of Designation” means the Series E Certificate of Designation, the Series F Certificate of Designation or the Series G Certificate of Designation, as applicable, and “Certificates of Designation” means each of the foregoing, collectively.

     “Change of Control” has the meaning set forth in the Series E Certificate of Designation.

     “Closing Date” means the date hereof.

     “Common Expiration Date” means the date on which the Trailer Investors cease to hold, or cease to “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Company.

     “Common Investors” means, collectively, (a) the Trailer Investors, to the extent that the Trailer Investors then hold the Warrant and/or any Registrable Securities, and (b) the Investors who beneficially own a number of Registrable Securities (including, for this purpose, Registrable Securities issuable upon exercise of a Warrant then held by each such Investor) equal to or greater than one-third of the Registrable Securities that were issuable pursuant to the Warrant on the date hereof.

     “Common Stock” means the Company’s common stock, par value $0.01 per share, and any securities into which such shares may hereinafter be reclassified.

     “Company Indemnified Person” has the meaning set forth in Section 2.7(b).

     “Company” has the meaning set forth in the preamble.

     “Control” (including the terms “Controlling,” “Controlled by” or “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

     “Effectiveness Period” has the meaning set forth in Section 2.4(a)(i).

     “Election Period” has the meaning set forth in Section 3.1(c).

     “Event of Default” has the meaning set forth in Section 7.1.

     “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “Fair Market Value” means, for the purposes of valuing the Common Stock, the average of the closing prices of the Common Stock on the New York Stock Exchange reporting system

2

or on the principal stock exchange where Common Stock is traded (as reported in The Wall Street Journal) for a period of five days consisting of (i) for the purposes of Section 3.1, the date on which the Subsequent Financing Notice is delivered and the four consecutive trading days prior to such date, and (ii) for the purposes of Section 7.2, (A) the date on which the Repurchase Request is delivered or (B) the date on which an Event of Default first occurs, as applicable, and the four consecutive trading days prior to such date; provided that, in each case, if the Common Stock is not traded on any exchange or over-the-counter market, then the Fair Market Value shall be jointly determined in good faith by the Board and the Majority Common Investors.

     “Filing Deadline” has the meaning set forth in Section 2.1(a).

     “Financial Performance Levels” means any financial covenant (as such term is commonly understood with respect to credit agreements) as may be in force from time to time under the Senior Loan Agreement after the relevant test contained in such financial covenant has been modified by 5% in favor of the Company and its Subsidiaries.

     “GAAP” means United States generally accepted accounting principles, consistently applied, as in effect from time to time.

     “Governance Committee” has the meaning set forth in Section 4.1.

     “Indebtedness” means, without duplication, all obligations (including all obligations for principal, interest, premiums, penalties, fees, and breakage costs) of the Company and its Subsidiaries (i) in respect of indebtedness for money borrowed (whether current, short-term or long-term, secured or unsecured, and including all overdrafts and negative cash balances) and indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Company or any of its Subsidiaries is responsible or liable; (ii) issued or assumed as the deferred purchase price of property or services, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the ordinary course of business); (iii) under leases required to be capitalized in accordance with GAAP; (iv) secured by a Lien against any of its property or assets; (v) for bankers’ acceptances or similar credit transactions issued for the account of the Company or any of its Subsidiaries; (vi) under any currency or interest rate swap, hedge or similar protection device; (vii) under any letters of credit, performance bonds or surety obligations; (viii) under any capital debts, deferred maintenance capital expenditures, distributions payable or income taxes payable; and (ix) in respect of all obligations of other Persons of the type referred to in clauses (i) through (viii) the payment of which the Company or any of its Subsidiaries is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations.

     “Indemnified Liabilities” has the meaning set forth in Section 8.1.

     “Initial Registration Statement” has the meaning set forth in Section 2.1(a).

     “Investor” or “Investors” means, as applicable, Trailer and/or any of its Permitted Transferees.

     “Investor Directors” has the meaning set forth in Section 4.1.

3

     “Investor Director Seats” has the meaning set forth in Section 4.1.

     “Investor Indemnified Person” has the meaning set forth in Section 2.7(a).

     “Leverage Ratio” has the meaning set forth in Section 5.1(a)(v).

     “Lien” means any mortgage, pledge, lien, deed of trust, conditional sale or other title retention agreement, charge or other security interest or encumbrance securing obligations for the payment of money.

     “Majority Common Investors” means the Common Investors from time to time holding at least a majority, in the aggregate, of the Registrable Securities then outstanding and the rights to acquire Registrable Securities.

     “Majority Preferred Investors” means the Investors from time to time holding at least a majority of the Preferred Stock then outstanding.

     “Majority Trailer Investors” means the Trailer Investors from time to time holding (i) at least a majority of the Preferred Stock then held by all Trailer Investors or (ii) at least a majority, in the aggregate, of the Registrable Securities then held by all Trailer Investors and the rights to acquire Registrable Securities then held by all Trailer Investors.

     “NYSE Limitation” means the maximum number of securities of the Company that could be issued by the Company to the Trailer Investors without triggering a requirement to obtain the approval of the Company’s shareholders of such issuance pursuant to Section 312.03 of the New York Stock Exchange Listed Company Manual, as in effect on the date of issuance of such shares of Common Stock.

     “Outside Date” has the meaning set forth in Section 7.2.

     “Permitted Transferee” means (i) with respect to the Preferred Stock, any Person who acquires all or any portion of the Preferred Stock from Trailer (or any other Permitted Transferee) after the Closing Date, and (ii) with respect to the Warrant or the Warrant Shares, any Person who acquires all or any portion of the Warrant or the Registrable Securities from Trailer (or any other Permitted Transferee) following the Closing Date. Any such transferee shall become bound by the terms of this Agreement as an additional Preferred Investor, Investor and/or Common Investor, as applicable, by executing and delivering to the Company a joinder agreement in form and substance reasonably acceptable to the Company and such transferee. The Company shall be furnished with at least three Business Days’ prior written notice of the name and address of such transferee and the Securities being Transferred, the representation by the transferee that such Transfer is being made in accordance with the applicable requirements of this Agreement and with all laws applicable thereto. Following the execution and delivery of such joinder agreement by the Company and such transferee, such transferee shall constitute one of the Preferred Investors, Investors and/or Common Investors, as applicable, referred to in this Agreement and shall have all of the rights and obligations of a Preferred Investor, Investor and/or Common Investor, as applicable, hereunder.

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     “Person” means any individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or other form of entity not specifically listed in this definition.

     “Preferred Expiration Date” means the date on which the Trailer Investors cease to hold at least a majority of the Preferred Stock then outstanding.

     “Preferred Investors” means, collectively, the Investors from time to time holding the shares of Preferred Stock then outstanding.

     “Preferred Stock” means, collectively, the Series E Preferred, the Series F Preferred and the Series G Preferred, if any.

     “Pro Rata Portion” has the meaning set forth in Section 3.1(d).

     “Prospectus” means the prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to such prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.

     “Purchase Agreement” has the meaning set forth in the recitals to this Agreement.

     “Put Purchase Price” has the meaning set forth in Section 7.2(b).

     “Put Shares” has the meaning set forth in Section 7.2(b).

     “Register,” “registered” and “registration” refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such Registration Statement or document.

     “Registrable Securities” means, collectively, (i) the Warrant Shares and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; provided that a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the Securities Act, or (B) such security becoming eligible for sale by the Investor pursuant to Rule 144(b)(i)(1).

     “Registration Statement” means any registration statement of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including the Initial Registration Statement, the New Registration Statement, if any, and any Remainder Registration Statements), amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference in such registration statement.

     “Repurchase Request” has the meaning set forth in Section 7.2(b).

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     “Restricted Payment” means: (i) any dividend, other distribution, repurchase or redemption, direct or indirect, on account of any shares of any class of stock of the Company or any of its Subsidiaries now or hereafter outstanding; (ii) any payment or prepayment of principal of, premium, if any, or interest on, or any redemption, conversion, exchange, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of the Company or any of its Subsidiaries now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of the Company or any of its Subsidiaries now or hereafter outstanding; and (iv) any payment by the Company or any of its Subsidiaries or of any management, consulting or any fees to any Affiliate of the Company, whether pursuant to a management agreement or otherwise, excluding customary compensation of employees of the Company and its Subsidiaries.

     “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

     “SEC” means the United States Securities and Exchange Commission.

     “SEC Filings” means, collectively, all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the prior two-year period.

     “SEC Guidance” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the SEC staff and (ii) the Securities Act.

     “Securities” means, collectively, (i) the shares of Preferred Stock issued pursuant to the Purchase Agreement, (ii) the Warrant issued pursuant to the Purchase Agreement, and (iii) the Warrant Shares issued upon exercise of the Warrant.

     “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     “Senior Loan Agreement” means the Company’s Second Amended and Restated Loan and Security Agreement, dated as of March 6, 2007, as amended by the Credit Agreement Amendment, dated as of July [•], 2009 (as amended, modified or otherwise restated from time to time) (the “Existing Loan Agreement”), and any agreement relating to a refinancing, replacement or substitution of the loans under the Existing Loan Agreement or any subsequent Senior Loan Agreement.

     “Senior Loan Documents” means the “Loan Documents” as defined in the Existing Loan Agreement and any other equivalent or similar term used in any subsequent Senior Loan Agreement.

     “Series E Certificate of Designation” means the Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series E Preferred, in the form attached as Exhibit D to the Purchase Agreement.

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     “Series E Preferred” means Series E Redeemable Preferred Stock of the Company, par value $0.01 per share, having the rights, preferences, privileges and restrictions set forth in the Series E Certificate of Designation, together with any securities into which such shares may be reclassified.

     “Series F Certificate of Designation” means the Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series F Preferred, in the form attached as Exhibit E to the Purchase Agreement.

     “Series F Preferred” means Series F Redeemable Preferred Stock of the Company, par value $0.01 per share, having the rights, preferences, privileges and restrictions set forth in the Series E Certificate of Designation, together with any securities into which such shares may be reclassified.

     “Series G Certificate of Designation” means the Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series G Preferred, in the form attached as Exhibit F to the Purchase Agreement.

     “Series G Preferred” means the Series G Redeemable Preferred Stock, par value $0.01 per share, having the rights, preferences, privileges and restrictions set forth in the Series G Certificate of Designation, together with any securities into which such shares may be reclassified.

     “Specified Event of Default” means any Event of Default described in Section 7.1(a), Section 7.1(b), Section 7.1(c), Section 7.1(d), Section 7.1(e) (provided that, in the case of any Event of Default arising out of Section 5.1 or Article VI, such Event of Default arose out of any intentional or willful action or omission taken or suffered by the Company or any of its Subsidiaries) or Section 7.1(f) (provided that, in the case of any Event of Default arising out of Section 5.2, such Event of Default arose out of any intentional or willful action or omission taken or suffered by the Company or any of its Subsidiaries).

     “Sub Board” has the meaning set forth in Section 4.7.

     “Subsequent Financing” means any private issuance of debt or equity securities or other private financing transaction that, in each case, is consummated by the Company (or any of its Subsidiaries, as applicable) following the Closing Date; provided that any issuance of debt securities pursuant to the Senior Loan Agreement shall not constitute a Subsequent Financing under this Agreement.

     “Subsequent Financing Notice” has the meaning set forth in Section 3.1(b).

     “Subsidiary,” when used with respect to any Person, means any other Person of which (i) in the case of a corporation, at least (A) a majority of the equity and (B) a majority of the voting interests are owned or Controlled, directly or indirectly, by such first Person, by any one or more of its Subsidiaries, or by such first Person and one or more of its Subsidiaries or (ii) in the case of any Person other than a corporation, such first Person, one or more of its Subsidiaries, or such first Person and one or more of its Subsidiaries (A) owns a majority of the equity

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interests thereof and (B) has the power to elect or direct the election of a majority of the members of the governing body thereof.

     “Total Value” means, at any particular time and with respect to any Investor, an amount equal to (i) the aggregate Fair Market Value of any Warrant Shares held by such Investor at such time, plus (ii) the aggregate Fair Market Value of any Warrant Shares issuable to such Investor upon exercise of the Warrant by such Investor at such time, plus (iii) the aggregate liquidation value (plus accumulated, accrued and unpaid dividends) of the Preferred Shares held by such Investor at such time.

     “Trailer” has the meaning set forth in the preamble.

     “Trailer Investors” means (i) Trailer and (ii) any other Person that is a Permitted Transferee of Trailer that is an Affiliate of Trailer (including for this purpose only any investor (and its Affiliates) in any investment fund managed by Lincolnshire Management, Inc.).

     “Transaction Documents” means this Agreement, the Certificates of Designation, the Warrant, the Purchase Agreement and all other documents delivered or required to be delivered by any party hereto pursuant to the Purchase Agreement.

     “Transfer” means any transfer, sale, assignment, pledge, conveyance, loan, hypothecation or other encumbrance or disposition of the Warrant, the Warrant Shares and/or the Preferred Stock.

     “Transfer Agent” has the meaning set forth in Section 2.4(b).

     “Warrant” means, collectively, (i) the Warrant to purchase shares of Common Stock issued to Trailer pursuant to the Purchase Agreement on the date hereof, the form of which is attached to the Purchase Agreement as Exhibit A thereto, and (ii) any warrants issued in replacement or exchange, or in connection with a Transfer, thereof.

     “Warrant Shares” means the shares of Common Stock issuable upon the exercise of the Warrant.

ARTICLE II

REGISTRATION RIGHTS

     Section 2.1 Mandatory Registration.

     (a) Promptly, but no later than thirty days after, the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, then on (i) Form S-1 or (ii) such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject, in the case of clause (ii) above, to the Majority Common Investors’ prior written consent), covering the resale of the Registrable Securities in an amount at least equal to the Warrant Shares (the “Initial Registration Statement”). The Initial Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules

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promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends, similar transactions or other adjustments provided for in the Warrant with respect to the Registrable Securities. The Initial Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Majority Common Investors. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 2.4(a)(iii) to the Common Investors and their counsel prior to its filing or other submission.

     (b) At such time as additional shares of Common Stock (“Additional Shares”) become issuable upon the exercise of the Warrant (whether due to an adjustment under the Warrant or otherwise), the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend any Registration Statement filed pursuant to Section 2.1(a), if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, then on (i) Form S-1 or (ii) such other form of registration statement as is then available to effect a registration for resale of such Additional Shares, subject, in the case of clause (ii) above, to the Majority Common Investors’ prior written consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Majority Common Investors.

     (c) Notwithstanding the registration obligations set forth in this Section 2.1, in the event that the SEC informs the Company that all of the Registrable Securities may not, as a result of the application of Rule 415 or any other applicable securities law, rule or regulation, be registered for resale as a secondary offering on a single registration statement, the Company agrees to (i) promptly inform each of the Common Investors thereof, and (ii) use all best efforts to promptly file amendments to the Initial Registration Statement as required by the Commission and/or (iii) promptly withdraw the Initial Registration Statement and promptly file a new registration statement (a “New Registration Statement”), in either case, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use all reasonable best efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including the Manual of Publicly Available Telephone Interpretations D.29. In the event that the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (ii) or (iii) above, the Company will use all reasonable best efforts to file with the SEC, as promptly as allowed by the SEC or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

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     Section 2.2 Allowed Delay. For not more than twenty consecutive days or for a total of not more than forty-five days in any twelve-month period, the Company may delay the disclosure of material non-public information concerning the Company by suspending the use of any Prospectus included in any registration contemplated by Section 2.1, containing such information, the disclosure of which at the time is not, in the good faith opinion of the Board, in the best interests of the Company (an “Allowed Delay”); provided that the Company shall promptly (a) notify the Common Investors in writing of the existence of (but in no event, without the prior written consent of an Investor, shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay, (b) advise the Common Investors in writing to cease all sales under a Registration Statement until the end of the Allowed Delay and (c) use all reasonable best efforts to terminate an Allowed Delay as promptly as practicable.

     Section 2.3 Expenses. The Company will pay all expenses associated with the registration contemplated by Section 2.1, including filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws, listing fees, reasonable fees and expenses of one counsel to the Common Investors, underwriters’ fees and expenses, and the Common Investors’ reasonable out-of-pocket expenses in connection with the registration, but excluding discounts, commissions, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold.

     Section 2.4 Company Obligations.

     (a) The Company will use all reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible (but subject to the limitations set forth set forth in Section 2.2):

          (i) use all reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (A) the date on which all Registrable Securities covered by such Registration Statement have been sold, and (B) the date on which all Registrable Securities covered by such Registration Statement may be sold pursuant to Rule 144(b)(i)(1) (the “Effectiveness Period”), and advise the Common Investors in writing when the Effectiveness Period has expired;

          (ii) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement and the Prospectus as may be necessary to keep such Registration Statement continuously effective, supplemented and amended for the Effectiveness Period and to comply with the provisions of the Securities Act and the Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;

          (iii) provide copies to and permit counsel designated by the Common Investors to review each Registration Statement and all amendments and supplements thereto no fewer than five Business Days prior to their filing with the SEC and not file any document to which such counsel reasonably objects;

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          (iv) furnish to the Common Investors and their legal counsel (A) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than three Business Days after the filing date, receipt date or sending date, as the case may be) one copy of each Registration Statement and any amendment thereto, each preliminary prospectus, free-writing prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case, relating to such Registration Statement (other than any portion thereof which contains information for which the Company has sought confidential treatment), and (B) such number of copies of a Prospectus, including a preliminary prospectus, any free-writing prospectus and all amendments and supplements thereto and such other documents as each Common Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Common Investor that are covered by each Registration Statement;

          (v) use all reasonable best efforts to (A) prevent the issuance of any stop order or other suspension of effectiveness and, (B) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;

          (vi) prior to any public offering of Registrable Securities, use all reasonable best efforts to register or qualify or cooperate with the Common Investors and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Common Investors and do any and all other acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.4(a)(vi), (B) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 2.4(a)(vi), or (C) file a general consent to service of process in any such jurisdiction;

          (vii) use all reasonable best efforts to cause all Registrable Securities covered by each Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;

          (viii) promptly notify the Common Investors, at any time when a Prospectus relating to Registrable Securities is required to be delivered under the Securities Act (including during any period when the Company is in compliance with Rule 172), upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in any Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any Common Investor, promptly prepare, file with the SEC pursuant to Rule 172 and furnish to such Common Investor a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

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          (ix) otherwise use all reasonable best efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including Rule 172, notify the Common Investors promptly if the Company no longer satisfies the conditions of Rule 172 and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose of this Section 2.4(a)(ix), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter); and

          (x) use all reasonable best efforts to take all other steps necessary or reasonably required to effect the registration of the Registrable Securities covered by each Registration Statement contemplated hereby.

     (b) Upon the earlier of (i) Rule 144(b)(i) or (b)(iv) becoming available the Company, (ii) any sale pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company) or (iii) such time as a legend is no longer required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC), the Company shall (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent”) irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with either (1) a customary representation by each Common Investor that Rule 144(b)(i), Rule 144(b)(iv) or Rule 144 applies to the shares of Common Stock represented thereby or (2) in connection with any sale of Common Stock by the Common Investors pursuant to the registration contemplated by this Agreement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. From and after the earlier of such dates, upon the Majority Common Investors’ written request, the Company shall promptly cause certificates evidencing the Majority Common Investors’ Securities to be replaced with certificates which do not bear such restrictive legends, and Warrant Shares subsequently issued upon due exercise of the Warrant shall not bear such restrictive legends provided the provisions of clause (i) above are satisfied with respect to such Warrant Shares. When the Company is required to cause unlegended certificates to replace previously issued legended certificates, if unlegended certificates are not delivered to the Common Investor within three Business Days of submission by such Common Investors of legended certificate(s) to the Transfer Agent as provided above (or to the Company, in the case of the Warrant), then the Company shall be liable to the Common Investors for liquidated damages in an amount equal to 2.0% of the aggregate purchase price of the Securities evidenced by such certificate(s) for each thirty-day period (or portion thereof) beyond such three Business Day period that the unlegended certificates have not been so delivered.

     (c) With a view to making available to the Common Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time

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permit the Common Investors to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be resold pursuant to Rule 144(b)(i)(1) or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; and (iii) furnish to each Common Investor upon request, as long as such Common Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Common Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.

     Section 2.5 Due Diligence Review; Information.

     (a) Upon reasonable prior notice, the Company shall make available, during normal business hours, for inspection and review by the Common Investors and the representatives of and advisors to the Common Investors, all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Common Investors or any such representative or advisor, in each case, in connection with each Registration Statement (including in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of such Registration Statement for the sole purpose of enabling the Common Investors and such representatives and advisors and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement.

     (b) The Company shall not disclose material non-public information to the Common Investors, or to advisors to or representatives of the Common Investors, unless prior to disclosure of such information the Company identifies such information as being material non-public information and provides the Common Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material non-public information for review and any Common Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto; provided, however, that the foregoing shall not restrict the Company from disclosing material non-public information to any director or Board Observer, or to their advisors or representatives.

     Section 2.6 Obligations of the Common Investors.

     (a) Each Common Investor shall promptly furnish in writing to the Company such information regarding itself and the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten Business Days prior to the first anticipated filing date of each Registration Statement,

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the Company shall notify each Common Investor of the information the Company requires from such Common Investor if such Common Investor elects to have any of the Registrable Securities included in such Registration Statement. A Common Investor shall provide such information to the Company at least three Business Days prior to the first anticipated filing date of such Registration Statement if such Common Investor elects to have any of the Registrable Securities included in any Registration Statement.

     (b) Each Common Investor, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Common Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

     (c) Each Common Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.2 or (ii) the happening of an event pursuant to Section 2.4(a)(viii), such Common Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities, until the Common Investor is advised by the Company that a supplemented or amended Prospectus has been filed with the SEC and until any related post-effective amendment is declared effective and, if so directed by the Company, then the Common Investor shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in such Common Investor’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice.

     Section 2.7 Indemnification.

     (a) Indemnification by the Company. The Company agrees to indemnify and hold harmless each Common Investor and its Affiliates and their respective directors, officers, members, shareholders, fiduciaries, partners, employees, Affiliates, representatives and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who Controls such Common Investor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, members, partners, employees, Affiliates, representatives and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such Controlling Person (each, an “Investor Indemnified Person”) from and against, without duplication, any and all losses, claims, damages, liabilities, contingencies and expenses (including reasonable attorneys’ fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Investor Indemnified Person may become subject as a result of or relating to: (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state therein a

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material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the Securities Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such Registration in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on any Common Investor’s behalf, and will reimburse each Investor Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, contingency or expense; provided, however, that the Company will not be liable to any Common Investor pursuant to this Section if and to the extent that any such loss, claim, damage, liability, contingency or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Common Investor in writing specifically for use in such Registration Statement or Prospectus.

     (b) Indemnification by the Common Investors. Each Common Investor agrees, severally but not jointly, to indemnify and hold harmless the Company and its Affiliates and their respective directors, officers, members, shareholders, fiduciaries, partners, employees, Affiliates, representatives and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who Controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents, members, partners, employees, Affiliates, representatives and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such Controlling Person (each, a “Company Indemnified Person”) from and against, without duplication, any and all losses, claims, damages, liabilities, contingencies and expenses (including reasonable attorneys’ fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Company Indemnified Person may become subject as a result of or relating to any untrue statement of a material fact or any omission of a material fact required to be stated in any Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Common Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of any Common Investor be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Common Investor in connection with any claim relating to this Section 2.7 and the amount of any damages such Common Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Common Investor upon the sale of the Registrable Securities included in any Registration Statement giving rise to such indemnification obligation.

     (c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any

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Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed to pay such fees or expenses, or (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person or (C) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially and adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.

     (d) Contribution. If for any reason the indemnification provided for in Section 2.7(a) and Section 2.7(b) is unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of all such losses, claims, damages, liabilities, contingencies and expenses (including reasonable attorneys’ fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. No Person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of any Investor be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Common Investor in connection with any claim relating to this Section 2.7 and the amount of any damages such Common Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by such Common Investor upon the sale of the Registrable Securities giving rise to such contribution obligation.

ARTICLE III

OTHER RIGHTS

     Section 3.1 Right Of First Refusal.

     (a) From and after the Closing Date until the Preferred Expiration Date, the Trailer Investors shall have the right, at their election in accordance with this Article III, to participate in

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any Subsequent Financing. The Trailer Investors may elect to provide all or any portion of the Subsequent Financing.

     (b) At least forty-five days prior to the anticipated consummation of any Subsequent Financing, the Company shall deliver a written notice (each, a “Subsequent Financing Notice”) to each Trailer Investor. The Subsequent Financing Notice shall disclose in reasonable detail the proposed terms and conditions of the Subsequent Financing, the amount of proceeds intended to be raised thereunder and the identity, and ownership of capital stock of the Company (if applicable), of any other prospective participants in such Subsequent Financing, and shall include a term sheet or similar document relating thereto as an attachment. The Subsequent Financing Notice shall constitute a binding offer to enter into the Subsequent Financing with each Trailer Investor on the terms and conditions set forth in such Subsequent Financing Notice.

     (c) Each Trailer Investor may elect to participate in such Subsequent Financing and shall have the right, subject to Section 3.1(e) below, to fund all or any portion of the Subsequent Financing on the terms and subject to the conditions specified in the Subsequent Financing Notice by delivering written notice of such election to the Company within forty days after the delivery of the Subsequent Financing Notice to the Trailer Investors (the “Election Period”). If the Trailer Investors elect to participate in the Subsequent Financing, then the closing of the Subsequent Financing shall occur on the date specified in the Subsequent Financing Notice or on such other date as otherwise may be agreed by the Company and the Trailer Investors participating in such Subsequent Financing. If the Trailer Investors fail to deliver such election notices prior to the end of the Election Period, then the Trailer Investors shall be deemed to have notified the Company that they do not elect to participate in such Subsequent Financing.

     (d) If any Trailer Investor declines to participate in the Subsequent Financing with respect to its full Pro Rata Portion, then each Trailer Investor electing to purchase its full Pro Rata Portion shall have the right to purchase up to (i) its Pro Rata Portion of the Subsequent Financing, plus (ii) a pro rata amount (based upon the relative amount of the participating Trailer Investors’ respective Pro Rata Portions) of the aggregate unallocated Pro Rata Portions of the other Trailer Investors. For purposes of clarity, (A) in the event that there is any amount of a Subsequent Financing that is not requested to be purchased by a Trailer Investor, then any other Trailer Investor shall have the right to purchase such remaining amount of the Subsequent Financing and (B) in no event shall the Trailer Investors have the right to purchase more than 100% of the amount the Subsequent Financing described in any Subsequent Financing Notice, in the aggregate. For purposes hereof, “Pro Rata Portion” means a fraction, the numerator of which is the Total Value of Securities held by a Trailer Investor participating under this Section 3.1(d), and the denominator of which is the sum of the aggregate Total Value of Securities held by all Trailer Investors participating under this
Section 3.1(d).

     (e) If any portion of a Subsequent Financing is not funded by the Trailer Investors or the Person identified in the Subsequent Financing Notice within sixty days after the delivery of the relevant Subsequent Financing Notice to the Trailer Investors on the same terms described in such Subsequent Financing Notice, then prior to consummating any subsequent Subsequent Financing, the Company must deliver a new Subsequent Financing Notice to the Trailer Investors and otherwise follow the procedures set forth in this Section 3.1 (and, for the avoidance

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of doubt, the Trailer Investors will again have the right of participation set forth above in this Section 3.1).

     (f) Notwithstanding any other provision in this Agreement to the contrary, the Trailer Investors’ rights to participate in any Subsequent Financing shall be subject to such participation not causing a violation of the NYSE Limitation; provided, however, that the Company shall use all commercially reasonable efforts to discuss and explore ways to enable the Trailer Investors to participate in any Subsequent Financing in compliance with the NYSE Limitation.

     Section 3.2 Due Diligence in Connection with Subsequent Financings. The provisions of Section 2.5 shall apply mutatis mutandis to the Trailer Investors’ due diligence review of any Subsequent Financings pursuant to Article III.

ARTICLE IV

NOMINATION OF INVESTOR DIRECTORS

     Section 4.1 Interim Appointment of Investor Directors. From and after the Closing Date until the Common Expiration Date, the Majority Trailer Investors may nominate five directors (collectively, the “Investor Directors”) to be elected to the Board. Any such nominee for Investor Director shall be subject to (a) the reasonable approval of the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld, conditioned or delayed), and (b) satisfaction of all legal and governance requirements regarding service as a director of the Company; provided, that the Company shall at the reasonable request of the Majority Trailer Investors, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any such requirements so as not to any way impede the right of the Majority Trailer Investors to nominate directors. On the Closing Date, the Company shall cause the following five initial Investor Directors to be elected and appointed to the Board: [•],[•],[•],[•] and [•]¹. The Company from time to time shall take all actions necessary or reasonably required such that the number of members on the Board shall (a) except as otherwise provided herein, consist of no more than seven non-Investor Directors, and (b) if necessary, be increased such that there are sufficient seats on the Board for the Investor Directors to serve on the Board and such vacancies (the “Investor Director Seats”) shall be filled by the Investor Directors, effective as of the Closing Date (or, if later, then the date that the Majority Trailer Investors determine to appoint such Investor Directors). Each Investor Director appointed pursuant to this Section 4.1 shall continue to hold office until such Investor Director’s term expires, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in Section 4.3.

     Section 4.2 Continuing Designation of Investor Directors. Prior to the Common Expiration Date, at each meeting of the Company’s stockholders at which the election of directors to the Investor Director Seats is to be considered, the Company shall, subject to the provisions of Section 4.1 and Section 4.3, nominate the Investor Director(s) designated by the Majority Trailer Investors for election to the Board by the holders of voting capital stock and

¹ NTD: Trailer to provide.

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solicit proxies from the Company’s stockholders in favor of the election of Investor Directors. Subject to the provisions of Section 4.1 and Section 4.3, the Company shall use all reasonable best efforts to cause each Investor Director to be elected to the Board (including voting all unrestricted proxies in favor of the election of such Investor Director and including recommending approval of such Investor Director’s appointment to the Board) and shall not take any action which would diminish the prospects of such Investor Director(s) of being elected to the Board.

     Section 4.3 Termination of Investor Director Designation Rights. The right of the Majority Trailer Investors to designate the Investor Directors pursuant to Section 4.1 and Section 4.2 shall terminate on the Common Expiration Date. If the right of the Majority Trailer Investors to nominate Investor Directors terminates pursuant to the immediately preceding sentence, then each Investor Director shall promptly submit his or her resignation as a member of the Board and each applicable Sub Board with immediate effect.

     Section 4.4 Resignation; Removal; Vacancies.

     (a) Any elected Investor Director may resign from the Board at any time by giving written notice to the Board. The resignation is effective without acceptance when the notice is given to the Board, unless a later effective time is specified in the notice.

     (b) So long as the Majority Trailer Investors retain the right to designate Investor Directors, the Company shall use all reasonable best efforts to remove any Investor Director only if so directed in writing by the Majority Trailer Investors.

     (c) In the event of a vacancy on the Board resulting from the death, disqualification, resignation, retirement or termination of term of office of an Investor Director nominated by the Majority Trailer Investors, the Company shall use all reasonable best efforts to fill such vacancy with a representative designated by the Majority Trailer Investors as provided hereunder, in either case, to serve until the next annual or special meeting of the stockholders (and at such meeting, such representative, or another representative designated by the Majority Trailer Investors, will be elected to the Board in the manner set forth in Section 4.2).

     Section 4.5 Fees and Expenses. The Investor Directors and the Board Observer, if any, shall be entitled to reimbursement of reasonable expenses incurred in such capacities, but shall not otherwise be entitled to any compensation from the Company in such capacities as Investor Directors or the Board Observer.

     Section 4.6 Board Observer. Until the Majority Trailer Investors cease to hold, or cease to “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 2% of the issued and outstanding Common Stock of the Company, the Majority Trailer Investors shall have the right to designate one non-compensated, non-voting observer (the “Board Observer”) to attend all meetings of the Board as an observer. The Board Observer shall not attend executive sessions or committee meetings without the consent of the majority of the members of the Board or committee members; provided that the Board Observer shall be entitled to attend all meetings of the Audit Committee. The Board Observer shall be entitled to notice of all meetings of the Board and the Audit Committee in the manner that notice is provided to

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members of the Board or the Audit Committee, as applicable, shall be entitled to receive all materials provided to members of the Board and the Audit Committee, shall be entitled to attend (whether in person, by telephone, or otherwise), subject to the restriction set forth in the immediately preceding sentence, all meetings of the Board and the Audit Committee as a non-voting observer.

     Section 4.7 Subsidiary Boards; Committees. Subject to (a) the reasonable approval of the Governance Committee (such approval not to be unreasonably withheld, conditioned or delayed), and (b) satisfaction of all legal and governance requirements regarding service as a director or member of any committee of the Company or any of its Subsidiaries, at the request of the Majority Trailer Investors, the Company shall cause the Investor Directors to have proportional representation (relative to their percentage on the whole Board, but in no event less than one representative) on the boards (or equivalent governing body) of each Subsidiary (each, a “Sub Board”), and each committee of the Board (other than the Audit Committee of the Board (the “Audit Committee”) to the extent prohibited by applicable law or exchange requirements but shall allow one representative to attend meetings of the Audit Committee as a non-voting observer) and each Sub Board. The Company shall at the reasonable request of the Majority Trailer Investors, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any requirements regarding service as a director or member of any committee of the Company or any of its Subsidiaries.

     Section 4.8 Reporting Information. With respect to each Investor Director designated pursuant to the provisions of this Article IV, the Trailer Investors shall use their reasonable best efforts to cause each Investor Director to provide to the Company all necessary assistance and information related to such Investor Director that is required under Regulation 14A under the Exchange Act to be disclosed in solicitations of proxies or otherwise, including such Person’s written consent to being named in the proxy statement (if applicable) and to serving as a director if elected.

     Section 4.9 Directors and Officers Insurance; Indemnification Agreements.

     (a) The Company shall purchase and maintain directors’ and officers’ liability insurance policy covering each Investor Director effective from the Closing Date (or such later date as such Investor Director is appointed pursuant to Section 4.1 or Section 4.2) and shall purchase and maintain for a period of not less than six years from the date of any Investor Director’s death, resignation, retirement, disqualification or termination of term of office as provided in Section 4.3, a directors’ and officers’ liability insurance tail policy for such Investor Director.

     (b) The Company shall enter into a separate Indemnification Agreement with each of the Investor Directors substantially in the form set forth as Exhibit C to the Purchase Agreement.

ARTICLE V

CONSENT RIGHTS

     Section 5.1 Approval of the Majority Trailer Investors.

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     (a) From and after the Closing Date until the Preferred Expiration Date, the Company and the Board shall not, and shall take all action possible to ensure that each Subsidiary of the Company shall not, without the prior written consent of the Majority Trailer Investors (which consent may be withheld in their sole discretion) take any of the following actions or engage in any of the following transactions:

          (i) directly or indirectly declare or make any Restricted Payment except for payments with respect to the Preferred Stock (including redemption thereof) as permitted by the Certificates of Designation;

          (ii) authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of (A) any notes or debt securities containing equity or voting features (including any notes or debt securities convertible into or exchangeable for capital stock or other equity securities, issued in connection with the issuance of capital stock or other equity securities or containing profit participation features) or (B) any capital stock, other equity securities or equity-linked securities (or any securities convertible into or exchangeable for any capital stock or other equity securities), except for the issuance of the Registrable Securities;

          (iii) make any loans or advances to, guarantees for the benefit of, or investments in, any Person (other than the Company or a wholly-owned direct or indirect Subsidiary of the Company), except for (A) reasonable advances to employees in the ordinary course of business consistent with past practice, (B) investments having a stated maturity no greater than one year from the date on which the Company or any of its Subsidiaries makes such investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million and fully insured by the Federal Deposit Insurance Corporation, or (3) commercial paper with a rating of at least “Prime-1” by Moody’s Investors Service, Inc., and (C) investments expressly permitted pursuant to Section 5.1(a)(v);

          (iv) liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction (including any reorganization into a limited liability company, a partnership or any other non-corporate entity which is treated as a partnership for federal income tax purposes), unless, in the case of a recapitalization or reorganization, such transaction would result in a Change of Control and the Company pays to the holders of the Preferred Stock all amounts then due and owing under the Preferred Stock (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such transaction;

          (v) directly or indirectly acquire or enter into, or permit any Subsidiary to acquire or enter into, any interest in any Person, business or joint venture (in each case, whether by a purchase of assets, purchase of stock, merger or otherwise), except for acquisitions involving aggregate consideration (whether payable in cash or otherwise) not to exceed $5,000,000 in the aggregate if, at the time of any such acquisition, the Company and its Subsidiaries have availability for draw-downs under the Senior Loan Agreement in an amount equal to or exceeding $20,000,000 and the ratio of the aggregate Indebtedness of the Company and its Subsidiaries as of the most recent month end to the previous twelve-month EBITDA (as

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each such term is defined in the Senior Loan Agreement, as in effect on the date hereof) (such ratio, the “Leverage Ratio”) after giving effect to such acquisition is less than 6:1;

          (vi) reclassify or recapitalize any securities of the Company or any of its Subsidiaries, unless such reclassification or recapitalization would result in a Change of Control and the Company pays to the holders of the Preferred Stock all amounts then due and owing under the Preferred Stock (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such reclassification or recapitalization;

          (vii) enter into, or permit any Subsidiary to enter into, any line of business other than the lines of business in which those entities are currently engaged and other activities reasonably related thereto;

          (viii) enter into, amend, modify or supplement any agreement, commitment or arrangement with any of the Company’s or any of its Subsidiaries’ Affiliates, except for customary employment arrangements and benefit programs on reasonable terms and except as otherwise expressly contemplated by this Agreement or the Purchase Agreement;

          (ix) create, incur, guarantee, assume or suffer to exist, or permit any Subsidiary to create, incur, guarantee, assume or suffer to exist, any Indebtedness, other than (A) Indebtedness pursuant to the Existing Loan Agreement (and refinancings thereof in an aggregate principal amount not in excess $100,000,000 on substantially similar terms), and (B) Indebtedness in an aggregate amount not to exceed $10,000,000, provided that, in the case of this subclause (B), such Indebtedness is created, incurred, guaranteed, assumed or suffered to exist solely to satisfy the Company’s and its Subsidiaries’ working capital requirements and the interest rate per annum applicable to such Indebtedness does not exceed 9% and the Leverage Ratio after giving effect to such creation, incurrence, guaranty, assumption of sufferance does not exceed 3:1;

          (x) (A) engage in any transaction that results in a Change of Control unless the Company pays to the holders of the Preferred Stock all amounts then due and owing under the Preferred Stock (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such transaction, or (B) sell, lease or otherwise dispose of more than 2% of the consolidated assets of the Company and its Subsidiaries (computed on the basis of book value, determined in accordance with GAAP, or fair market value, determined by the Board in its reasonable good faith judgment) in any transaction or series of related transactions, other than (1) sales of inventory in the ordinary course of business, (2) the arm’s length sale to a third Person that is not an Affiliate of the Company or any of its Subsidiaries of the real estate and manufacturing facilities of the Company that have been previously identified to Trailer, and (3) in the event that such transaction would result in a Change of Control and the Company pays to the holders of the Preferred Stock all amounts then due and owing under the Preferred Stock (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such transaction;

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          (xi) become subject to any agreement or instrument which by its terms would (under any circumstances) restrict (A) the right of any Subsidiary to make loans or advances or pay dividends to, transfer property to, or repay any Indebtedness owed to, the Company or any Subsidiary or (B) restrict the Company’s or any of its Subsidiaries’ right or ability to perform the provisions of this Agreement or any of the other Transaction Documents or to conduct its business as currently conducted;

          (xii) make any amendment to or rescind (including, in each case, by merger or consolidation) any provision of the certificate of incorporation, articles of incorporation, by-laws or similar organizational documents of the Company or any of its Subsidiaries, or file any resolution of the board of directors, board of managers or similar governing body with the applicable secretary of state of the state of formation of the Company or any of its Subsidiaries which would increase the number of authorized shares of Common Stock or Preferred Stock or adversely affect or otherwise impair the rights of the Investors under the Transaction Documents (including the relative preferences and priorities of the Preferred Stock); or

          (xiii) (A) increase the size of the Board or any Sub Board or (B) create or change any committee of the Board or any Sub Board.

     (b) If the Company violates or is in breach of the Financial Performance Levels, until the Preferred Expiration Date, the Company and the Board shall not, and shall take all action possible to ensure that each Subsidiary of the Company shall not, without the prior written consent of the Majority Trailer Investors (which consent may be withheld in their sole discretion) take any of the following actions or engage in any of the following transactions:

          (i) approve the annual budget of the Company and its Subsidiaries for any fiscal year or deviate from any annual budget by more than 10% in the aggregate; or

          (ii) approve the employment or termination by the Board of any member of senior management of the Company.

     Section 5.2 Affirmative Covenants. From and after the Closing Date until the Preferred Expiration Date, the Company and the Board shall, and shall take all action possible to ensure that each Subsidiary of the Company shall, unless it has received the prior written consent of the Majority Trailer Investors (which consent may be withheld in their sole discretion):

     (a) at all times cause to be done all things necessary or reasonably required to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary or reasonably required to the conduct of its businesses;

     (b) maintain and keep its material properties in good repair, working order and condition (normal wear and tear excepted), and from time to time make all necessary or reasonably required repairs, renewals and replacements so that its businesses may be properly and advantageously conducted in all material respects at all times; provided that in no event shall this Section 5.2(b) be deemed to require the making of capital expenditures in excess of the amount approved by the Board;

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     (c) pay and discharge when payable all taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case, before the same becomes delinquent and before penalties accrue thereon) and all material claims for labor, materials or supplies which if unpaid would by law become a Lien upon any of its property, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles, consistently applied) have been established on its books and financial statements with respect thereto;

     (d) comply with all other material obligations which it incurs pursuant to any Material Contract (as such term is defined in the Purchase Agreement), as such obligations become due, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles, consistently applied) have been established on its books and financial statements with respect thereto;

     (e) comply with all applicable laws, rules and regulations of all governmental authorities in all material respects;

     (f) apply for and continue in force with reputable insurance companies adequate insurance covering risks of such types and in such amounts as are customary for companies of similar size as the Company and its Subsidiaries and engaged in similar lines of business as the Company and its Subsidiaries;

     (g) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with GAAP; and

     (h) reserve and keep available out of the authorized but unissued shares of Common Stock, solely for the purpose of providing for the exercise of the Warrant, such number of shares of Common Stock as shall from time to time equal the number of shares sufficient to permit the exercise of the Warrant.

ARTICLE VI

INFORMATION RIGHTS

     Section 6.1 Delivery of Financial Statements.

     (a) For so long as (x) the Preferred Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (y) the Common Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Company, at any time that the Company is not required to file periodic reports with the SEC, the Company shall deliver to each Preferred Investor and/or Common Investor, as applicable:

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          (i) as soon as practicable, but in any event within ninety days after the end of each fiscal year of the Company, for each of the Company and each of its Subsidiaries, an income statement for such fiscal year, a balance sheet, and statement of stockholder’s equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with GAAP, and audited and certified by a nationally recognized accounting firm selected by the Company and reasonably acceptable to the Majority Common Investors;

          (ii) as soon as practicable, but in any event within thirty days after the end of each of the first three quarters of each fiscal year of the Company, for the Company and each of its Subsidiaries, an unaudited income statement for such quarter, statement of cash flows for such quarter and an unaudited balance sheet as of the end of such quarter;

          (iii) as promptly as practicable but in any event within thirty days of the end of each month, an unaudited income statement and statement of cash flows for such month, and a balance sheet for and as of the end of such month, in reasonable detail;

          (iv) with respect to the financial statements called for in subsections (ii) and (iii) of this Section 6.1(a), an instrument executed by the Chief Financial Officer or Chief Executive Officer of the Company and certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present in all material respects the financial condition of the Company and its Subsidiaries and its results of operation for the period specified, subject to year-end audit adjustment;

          (v) notices of events that have had or could reasonably be expected to have a material and adverse effect on the Company and its Subsidiaries, taken as a whole, as soon as practicable following the occurrence of any such event; and

          (vi) such other information relating to the financial condition, business, prospects or corporate affairs of the Company and its Subsidiaries as any Preferred Investor or Common Investor may from time to time reasonably request.

     (b) Notwithstanding the foregoing, at all times, the Company shall use commercially reasonable efforts to deliver the financial statements listed Sections 6.1(a)(i), 6.1(a)(ii), and 6.1(a)(iii) promptly after such statements are internally available.

     Section 6.2 Inspection.

     (a) For so long as (i) the Preferred Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (ii) the Common Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Company, (A) the Company shall permit each Preferred Investor and/or Common Investor, as applicable, together with such Investor’s consultants and advisors, to visit and inspect the Company’s and its Subsidiaries’ properties, to examine their respective books of account and records and to discuss the Company’s and its Subsidiaries’ affairs, finances and accounts with their respective officers and employees, all at such reasonable times as may be requested by such Investor, and (B) the Company shall, with

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reasonable promptness, provide to each Preferred Investor and/or Common Investor, as applicable, such other information and financial data concerning the Company and its Subsidiaries as such Investor may reasonably request.

     (b) For so long as (i) the Trailer Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (ii) the Trailer Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Company, the Company shall pay the reasonable fees and expenses of any consultant or professional advisor that the Majority Trailer Investors may engage in connection with the Trailer Investors’ interests in the Company.

     Section 6.3 Budget. For so long as (a) the Preferred Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (b) the Common Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Company, the Company shall provide to each Preferred Investor and/or Common Investor, as applicable, not later than thirty days before the beginning of each fiscal year of the Company, but in any event, ten days prior to presenting such budget to the Board, an annual budget prepared on a monthly basis for the Company and its Subsidiaries for such fiscal year (displaying anticipated statements of income and cash flows and balance sheets), and promptly upon preparation thereof any other significant budgets or forecasts prepared by the Company and any revisions of such annual or other budgets or forecasts.

ARTICLE VII
EVENTS OF DEFAULT; REMEDIES

     Section 7.1 Events of Default. It shall be considered an “Event of Default” if:

     (a) the Company fails to file or cause to be filed with the SEC (i) the Initial Registration Statement covering the Registrable Securities on or prior to the Filing Deadline or (ii) the New Registration Statement, if any, prior to the 30th day after the Board reasonably and in good faith has determined that it has exhausted the Company’s obligations under Section 2.1(c) to use all reasonable best efforts to advocate with the SEC for the registration of all of the Registrable Securities in the Initial Registration Statement;

     (b) (i) any Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the earlier of (A) five Business Days after the SEC shall have informed the Company that no review of such Registration Statement will be made or that the SEC has no further comments on such Registration Statement, or (B) in the case of the Initial Registration Statement or the New Registration Statement, the 90^th day after the Closing Date (or the 180^th day if the SEC reviews such Registration Statement), (ii) any Registration Statement covering the Additional Shares is not declared effective by the SEC within ninety days following the time such Registration Statement was required to be filed pursuant to Section 2.1(b) (or the 180^th day if the SEC reviews such Registration Statement), or (C) any additional Registration Statement covering Additional Securities that may be required pursuant to Section 2(c) is not declared effective by the SEC prior to the 90^th day following the date on which the Company, pursuant to SEC Guidance, is permitted to register for re-sale the securities set forth in such

26

additional Registration Statement (or the 120^th day if the SEC reviews such Registration Statement);

     (c) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including by reason of a stop order or the Company’s failure to update the Registration Statement), but excluding the inability of any Common Investor to sell the Registrable Securities covered thereby due to market conditions and except as excused pursuant to Section 2.2;

     (d) the Company fails to file or amend, or to cause to be filed or amended, the Registration Statement covering the Additional Shares as required to be filed or amended pursuant to Section 2.1(b), and such default continues for ten Business Days or longer following the delivery to the Company of a written demand by any Common Investor;

     (e) the Company defaults in any way with its obligations under Section 2.7(a), Section 3.1, Article IV, Section 5.1 or Article VI, and such default (other than with respect to Section 3.1, Article IV or Section 5.1 for which there shall be no cure period) continues for thirty days or longer; or

     (f) the Company defaults in any way with its obligations under Section 5.2 or Article VIII, and such default continues for ninety days or longer.

     Section 7.2 Remedies.

     (a) Upon the occurrence and during the continuation of any Event of Default, (i) if requested in writing by the Majority Common Investors, the Company will, for as long as the Warrant or any Warrant Shares are outstanding, pay to each Common Investor in respect of the Warrant or the Warrant Shares held by such Investor, subject to any limitations in the Senior Credit Agreement, an amount equal to 2.0% of the aggregate Fair Market Value of the Warrant Shares (or the Warrant Shares underlying the Warrant, if the Warrant has not been exercised in full) held by such Investor for each thirty-day period or pro rata for any portion thereof following the occurrence of an Event of Default (the “Blackout Period”) and (ii) the holders of the Preferred Stock shall have the rights and remedies set forth in the applicable Certificate of Designation. The payments described in subclause (i) above shall not affect the right of the Investors to seek any other relief including injunctive relief or request registration pursuant to Section 2.1. The amounts payable pursuant to this paragraph shall be paid monthly within three Business Days of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such payments shall be made to each Common Investor in cash.

     (b) In addition to the remedy set forth in Section 7.2(a), if any Specified Event of Default is not cured within three months following the date on which such Specified Event of Default first occurs (the “Outside Date”), then each Common Investor shall be entitled to, subject to any limitations in the Senior Credit Agreement, cause the Company to repurchase all or any lesser portion of such Investor’s Warrant Shares (or all or any portion of the Warrant) (together, the “Put Shares”) for an aggregate cash purchase price equal to the Fair Market Value of such Warrant Shares (or Warrant Shares underlying the Warrant if the Warrant has not been exercised

27

in full) (the “Put Purchase Price”). Each Common Investor may exercise such right by delivering written notice thereof to the Company at any time after the Outside Date (the “Repurchase Request”). If a Repurchase Request is delivered, then such Put Shares shall immediately cease to be outstanding and the Company shall pay the Put Purchase Price as soon as reasonably practicable, but in any event within thirty days after the delivery of the Repurchase Request. If the Put Purchase Price is not paid in full within such time period, then interest shall accrue on the unpaid Put Purchase Price at a rate of 15% per annum (or such lesser interest rate as may be permitted under applicable law) from the date that is thirty days after the date on which the Repurchase Request was delivered to the Company through and including the date of payment. The Company shall not declare or pay a dividend until such time as the Put Purchase Price, together with any accrued interest thereon, has been paid in full.

ARTICLE VIII
INDEMNITY; EXPENSES

     Section 8.1 Indemnity. The Company shall indemnify, exonerate and hold each of the Investor Indemnified Persons (provided that, for purposes of this Section 8.1, each reference to “Common Investor” in the definition of Investor Indemnified Parties shall be replaced with a referenced to “Common Investor and Preferred Investor”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ and accountants’ fees and expenses) incurred by the Investor Indemnified Persons or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), as a result of, arising out of, or in any way relating to (a) the operations of the Company or any of its Subsidiaries or (b) its capacity as a stockholder or owner of securities of the Company (including litigation related thereto), in each case excluding any loss in value of any investment in the Company by the Investor Indemnified Persons; provided that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company will make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The rights of any Investor Indemnified Person to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Investor Indemnified Person is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Investor Indemnified Persons shall in any event be liable to the Company, any of its Subsidiaries, or any of their respective affiliates for any act or omission suffered or taken by such Investor Indemnified Person.

     Section 8.2 Expenses. All reasonable costs and expenses incurred by any Preferred Investor or Common Investor (a) in exercising or enforcing any rights afforded to such Investor under this Agreement or the other Transaction Documents, (b) in amending, modifying, or revising this Agreement, the Warrant or the Certificate of Designation, or (c) in connection with any transaction, claim, or event which such Investor reasonably believes affects the Company and as to which such Investor seeks the advice of counsel, shall be paid or reimbursed by the Company.

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ARTICLE IX

MISCELLANEOUS

     Section 9.1 Amendments and Waivers. This Agreement may be amended, modified or waived (a) with respect to the rights of the Common Investors, only by a writing signed by the Company and the Majority Common Investors, (b) with respect to the rights of the Preferred Investors, only by a writing signed by the Company and the Majority Preferred Investors, and (c) with respect to the rights of the Trailer Investors, only by a writing signed by the Company and the Majority Trailer Investors.

     Section 9.2 Limitations under Senior Credit Agreement.

     Except for payments for which this Agreement expressly provides for restrictions related to the Senior Credit Agreement, in the event a payment is required to be made by the Company hereunder and such payment (or a portion thereof) would not be permitted to be paid pursuant to the terms of the Senior Credit Agreement, the Company shall not be in default with respect to non-payment of such payment or the portion thereof, in each case that is not so permitted (the “Deferred Portion”). The Deferred Portion shall accrue and accumulate at an annual interest rate equal to the JPMorgan Chase Prime rate (or that of another nationally recognized financial institution if the JPMorgan Chase Prime rate is not available) (unless another rate and method of calculation is provided for herein) until paid and shall become immediately due and payable at the earliest to occur of (a) when permitted by the Senior Credit Agreement and (b) when all loans under the Senior Credit Agreement have been paid off.

     Section 9.3 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (a) if given by personal delivery, then such notice shall be deemed given upon such delivery, (b) if given by facsimile, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (c) if given by mail, then such notice shall be deemed given upon the earlier of (i) receipt of such notice by the recipient or (ii) three days after such notice is deposited in first class mail, postage prepaid, and (d) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one Business Day after delivery to such carrier. All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten days’ advance written notice to the other party:

          If to the Company:

Wabash National Corporation
1000 Sagamore Parkway South
Lafayette, Indiana 47905
Attention: Chief Financial Officer
Facsimile: (765) 771-5579

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With a copy to:
Hogan & Hartson LLP
111 South Calvert Street
Suite 1600
Baltimore, MD 21202
Attention: Michael J. Silver
Facsimile: (410) 539-6981

          If to Trailer:

Trailer Investments, LLC
c/o Lincolnshire Management, Inc.
780 Third Avenue
New York, NY 10017
Attention: Michael J. Lyons

                 Allan D. L. Weinstein

Facsimile: (212) 755-5457

          With a copy to:

Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attention: Frederick Tanne, P.C.

                 Srinivas S. Kaushik

Facsimile: (212) 446-6460

     Section 9.4 Assignments and Transfers by Investors. The provisions of this Agreement shall be binding upon and inure to the benefit of Trailer, the other Investors and their respective successors and Permitted Transferees. Any Investor may Transfer, in whole or from time to time in part, to one or more Permitted Transferees its rights hereunder (to the extent transferable and applicable to such Transferee as set forth herein) in connection with the Transfer of Securities to such Permitted Transferee(s).

     Section 9.5 Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) (a) with respect to the Warrants or the Registrable Securities, without the prior written consent of the Majority Common Investors and the Majority Trailer Investors, or (b) with respect to the Preferred Stock, without the prior written consent of the Majority Preferred Investors.

     Section 9.6 Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and Permitted Transferees of the parties hereto as set forth in this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto or their respective successors and Permitted Transferees any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

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     Section 9.7 Counterparts; Facsimiles and Electronic Copies. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile or other electronic copy (including copies sent via email), which shall be deemed an original.

     Section 9.8 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

     Section 9.9 Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions of this Agreement, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, impaired or invalidated thereby. Upon such determination that any provision, or the application of any such provision, is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

     Section 9.10 No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person.

     Section 9.11 Further Assurances. The parties hereto shall execute and deliver all such further instruments and documents and take all such other actions as may be necessary or reasonably required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

     Section 9.12 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement and the other Transaction Documents supersede all prior agreements and understandings between the parties with respect to such subject matter.

     Section 9.13 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any

31

such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

[END OF PAGE]
[SIGNATURE PAGE FOLLOWS]

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SIGNATURE PAGE TO
INVESTOR RIGHTS AGREEMENT

     IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

WABASH NATIONAL CORPORATION
By:
	Name:
	Title:
TRAILER INVESTMENTS, LLC
By:
	Name:
	Title:

33

EXHIBIT C

[FORM OF] CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF
SERIES E REDEEMABLE PREFERRED STOCK
OF
WABASH NATIONAL CORPORATION

*  *  *  *

Adopted in accordance with the provisions of Section 151(g) of the
General Corporation Law of the State of Delaware

*  *  *  *

          Richard J. Giromini, being the President and Chief Executive Officer of Wabash National Corporation, a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows:

          FIRST: The name of the corporation is Wabash National Corporation (the “Corporation”).

          SECOND: The Certificate of Incorporation, as amended, of the Corporation (the “Certificate of Incorporation”) authorizes the issuance of 25,000,000 shares of Preferred Stock, par value $0.01 per share, of the Corporation and expressly vests in the Board of Directors of the Corporation (the “Board”) the authority provided therein to issue all of said shares in one or more series and by resolution or resolutions, the designation, number, full or limited voting powers, or the denial of voting powers, preferences and relative, participation, optional, or other special rights, qualifications, limitations or restrictions of each series to be issued.

          THIRD: The Board, pursuant to the authority expressly vested by the Certificate of Incorporation, as amended, has adopted the following resolution creating Series E Redeemable Preferred Stock:

1

     “Be it resolved, that the issuance of Series E Redeemable Preferred Stock, par value $0.01 per share, of the Corporation is hereby authorized, and the designation, voting powers, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions thereof, of the shares of such series, in addition to those set forth in the Certificate of Incorporation of the Corporation, are hereby fixed as follows:

A. Designation of Series E Preferred Stock

          Section 1. Designation. The distinctive serial designation of such series is “Series E Redeemable Preferred Stock” (“Series E Preferred”). Each share of Series E Preferred shall be identical in all respects to each other share of Series E Preferred. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article B.

          Section 2. Number of Shares. The number of authorized shares of Series E Preferred shall be 20,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of Preferred Stock less the number of shares of Preferred Stock then outstanding) or decreased (but not below the number of shares of Series E Preferred then outstanding) by the Board. Shares of Series E Preferred that are redeemed, purchased or otherwise acquired by the Corporation, or converted into another series of Preferred Stock, shall be canceled and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series.

          Section 3. Dividends.

               (a) General Obligation. The holders of the Series E Preferred shall be entitled to receive preferential dividends, when and as declared by the Board or any duly authorized committee thereof, out of funds legally available for payment of dividends, as provided in this Section 3. Such dividends shall be payable by the Corporation in an amount per share of Series E Preferred (each, a “Series E Preferred Share”) determined by multiplying the Dividend Rate times a fraction the numerator of which is the number of days in such Dividend Period and the denominator of which is three hundred sixty-five.

               (b) Payment of Dividends. Dividends on the Series E Preferred shall be paid in cash and until paid shall be accrued as set forth in Section 3(d). All dividends paid pursuant to this Section 3(b) shall be paid in equal pro rata proportions to the holders entitled thereto.

               (c) Dividend Rate. Except as otherwise provided herein, dividends on each Series E Preferred Share shall accrue on a daily basis at the rate of 15.0% per annum (as adjusted from time to time in accordance with the terms hereof, the “Dividend Rate”) of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends) from and including the Issuance Date of such Series E Preferred Share. On August [•], 2014 and on the [•] day of each third month thereafter, the Dividend Rate shall increase by an additional 0.5%, subject to applicable usury laws. Such dividends shall accrue whether or not they have

2

been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, such dividends shall be cumulative and all accrued and unpaid dividends shall be fully paid or declared with funds irrevocably set apart for payment before any dividends, distributions, redemptions or other payments may be declared or paid with respect to any Junior Stock (except as otherwise expressly provided herein). The date on which the Corporation initially issues any Series E Preferred Share shall be deemed to be its date of issuance (the “Issuance Date”) regardless of the number of times transfer of such Series E Preferred Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Series E Preferred Share.

               (d) Dividend Payment Dates; Calculation of Dividend. Dividends shall be payable in cash quarterly in arrears when and as declared by the Board, or any duly authorized committee thereof, on March 31, June 30, September 30 and December 31 of each year (each, a “Dividend Payment Date”), commencing on September 30, 2009. If any Dividend Payment Date occurs on a day that is not a Business Day, any accumulated and accrued dividends otherwise payable on such Dividend Payment Date shall be paid on the next succeeding Business Day. Dividends shall be paid to the holders of record of the Series E Preferred as their names shall appear on the share register of the Corporation on the record date for such dividend. Dividends payable in any Dividend Period which is less than a full Dividend Period in length will be computed on the basis of a ninety-day quarterly period and actual days elapsed in such Dividend Period. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time to holders of record on the record date therefor. For any Dividend Period in which dividends are not paid in full in cash on the Dividend Payment Date first succeeding the end of such Dividend Period, then on such Dividend Payment Date such accrued and unpaid dividends shall be accumulated effective at the beginning of the Dividend Period succeeding the Dividend Period as to which such dividends were not paid and shall thereafter accrue additional dividends in respect thereof at the Dividend Rate until such accumulated, accrued and unpaid dividends (whether accrued with respect to the Liquidation Value or any previously accrued dividends) have been paid in full .

               (e) Distribution of Partial Dividend Payments. For so long as any share of Series E Preferred remains outstanding, in the event that full dividends are not paid to the holders of all outstanding shares of Series E Preferred or any Parity Stock with the same dividend payment date or with a dividend payment date during a Dividend Period, and funds available for payment of dividends shall be insufficient to permit payment in full to the holders of Series E Preferred and holders of Parity Stock of the full preferential amounts to which they are then entitled, then the entire amount available for payment of dividends shall be distributed ratably among all such holders of Series E Preferred and holders of Parity Stock in proportion to the full amount to which they would otherwise be respectively entitled.

          Section 4. Priority of Series E Preferred Shares on Dividends and Redemptions. So long as any shares of Series E Preferred remain outstanding, without the prior written consent of the holders of a majority of the outstanding Series E Preferred Shares, the Corporation shall not, nor shall it permit any Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any Junior Stock, nor shall the Corporation directly or indirectly pay or declare any dividend or make any distribution upon any Junior Stock, other than:

3

               (a) subject to approval, to the extent required under the Investor Rights Agreement, purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; or

               (b) the payment of any dividends in respect of Junior Stock where the dividend is in the form of the same stock as that on which the dividend is being paid.

Subject to the provisions set forth above in Sections 3 and 4 and the restrictions contained in the Investor Rights Agreement, dividends payable in cash, stock or otherwise, as may be determined by the Board or any duly authorized committee thereof, may be declared and paid on any Junior Stock and Parity Stock from time to time out of any assets legally available for such payment, and holders of Series E Preferred will not be entitled to participate in those dividends.

          Section 5. Liquidation.

               (a) Liquidation. Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of Series E Preferred shall be entitled to be paid, before any distribution or payment is made upon any Junior Stock and subject to the rights of the holders of any Parity Stock upon liquidation and the rights of the Corporation’s creditors, an amount in cash equal to the aggregate Liquidation Value of all Series E Preferred Shares held by such holder (plus all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends)) and the holders of Series E Preferred shall not be entitled to any further payment or have any further right or claim to the Corporation’s assets. If, upon any such liquidation, dissolution or winding up of the Corporation, the Corporation’s assets to be distributed among the holders of Series E Preferred and all holders of any Parity Stock are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Section 5, then the entire assets available to be distributed to the Corporation’s stockholders shall be distributed pro rata among such holders of Series E Preferred and holders of Parity Stock in proportion to the full amounts to which such holders would otherwise be respectively entitled if all amounts thereon were paid in full. Not less than thirty days prior to the payment date stated therein, the Corporation shall mail written notice of any such liquidation, dissolution or winding up to each record holder of Series E Preferred, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Series E Preferred Share in connection with such liquidation, dissolution or winding up.

               (b) Residual Distributions. If the respective aggregate liquidating distributions to which all holders of Series E Preferred and all holders of any Parity Stock are entitled pursuant to Section 5(a) have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

               (c) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series E Preferred receive cash, securities or other property for their shares, or the sale, lease or exchange

4

(for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

          Section 6. Redemptions.

(a) Optional Redemption.

                    (i) Except pursuant to Section 6(b), the Corporation may not redeem the Series E Preferred prior to July [•], 2010. From and after July [•], 2010, the Corporation may at any time and from time to time redeem all or any portion of the Series E Preferred Shares then outstanding pursuant to this Section 6(a) (an “Optional Redemption”). Upon the consummation of any Optional Redemption, the Corporation shall pay to each holder of Series E Preferred a price per Series E Preferred Share (with respect to each Series E Preferred Share to be redeemed in such Optional Redemption, the “Optional Redemption Price”) equal to:

(A)	if such redemption occurs at any time after July [•], 2010 but on or prior to July [•], 2012, then 120% of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends);
(B)	if such redemption occurs at any time after July [•], 2012 but on or prior to July [•], 2014, then 115% of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends); and
(C)	if such redemption occurs at any time after July [•], 2014, then 100% of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends);

provided that if a Change of Control occurs on or prior to the one-year anniversary of the date on which an Optional Redemption is consummated pursuant to this Section 6(a)(i), then the Corporation shall, simultaneously with or prior to such Change of Control, pay to each holder of Series E Preferred an amount per share, in cash, equal to the positive difference, if any, between (1) the Change of Control Price that would have been payable had such prior redemption been consummated as a Mandatory Redemption pursuant to Section 6(b), and (2) the applicable Optional Redemption Price.

                    (ii) The Corporation shall deliver notice of an Optional Redemption to the holders of Series E Preferred at least fifteen days prior to the date of such Optional Redemption (the “Optional Redemption Date”). Such notice shall state the Optional Redemption Date, the Optional Redemption Price, the number of shares of Series E Preferred to be redeemed, and the place or places where certificates for shares of Series E Preferred are to be

5

surrendered to the Corporation for redemption by Series E Preferred holder, in the manner and at the place designated.

                    (iii) The number of Series E Preferred Shares to be redeemed from each holder thereof in an Optional Redemption pursuant to this Section 6(a) shall be the number of Series E Preferred Shares determined by multiplying the total number of Series E Preferred Shares to be redeemed times a fraction, the numerator of which shall be the total number of Series E Preferred Shares then held by such holder and the denominator of which shall be the total number of Series E Preferred Shares then outstanding.

               (b) Mandatory Redemption.

                    (i) Immediately prior to or simultaneously with the occurrence of a Change of Control or at such later time as may be specified in writing by any holder of the Series E Preferred, the Corporation shall redeem (such redemption, the “Mandatory Redemption”), upon election in writing by such holder of Series E Preferred, all of the Series E Preferred then outstanding and pay to each holder of Series E Preferred a price per Series E Preferred Share (the “Change of Control Price”) equal to the Liquidation Value thereof (and the accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends)) plus a premium equal to 200% of the sum of (A) the Liquidation Value thereof and (B) all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends).

                    (ii) The Corporation shall provide each holder of Series E Preferred with not less than fifteen days’ written notice prior to the occurrence of a Change of Control (the date on which such Change of Control occurs, the “Mandatory Redemption Date”) or entering into an agreement providing for such Change of Control or, in the case of a Change of Control referred to in clause (ii) of the definition thereof pursuant to a tender offer of which the Corporation has no prior knowledge, promptly after the Corporation discovers that the Change of Control will occur or has occurred. Such notice shall describe in reasonable detail the material terms and the Mandatory Redemption Date (or anticipated timing, in the case of an agreement) to each holder of Series E Preferred, and the Corporation shall give each holder of Series E Preferred prompt written notice of any material change in the terms or timing of such transaction. Any such notice also shall state the Change of Control Price and that the holder is to surrender to the Corporation, at the place or places where certificates for shares of Series E Preferred are to be surrendered for redemption, in the manner and at the price designated, the certificate or certificates representing the shares of Series E Preferred to be redeemed.

               (c) Mechanics of Redemption. Upon receipt of payment of the Optional Redemption Price (in the case of an Optional Redemption) or the Change of Control Price (in the case of the Mandatory Redemption) with respect to each Series E Preferred Share to be redeemed by the holders of Series E Preferred, each holder of Series E Preferred will deliver the certificate(s) evidencing the Series E Preferred to be redeemed by the Corporation, unless such holder is awaiting receipt of a new certificate evidencing such shares from the Corporation pursuant to another provision hereof.

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               (d) Dividends After Redemption Date. No Series E Preferred Share shall be entitled to any dividends accruing after the date on which Optional Redemption Price (in the case of an Optional Redemption) or the Change of Control Price (in the case of the Mandatory Redemption) of such Series E Preferred Share is paid to the holder of such Series E Preferred Share. On such date, all rights of the holder of such Series E Preferred Share shall cease, and such Series E Preferred Share shall no longer be deemed to be issued and outstanding.

          Section 7. Other Rights.

               (a) Board Representation.

                    (i) From and after the Effective Date until the Common Expiration Date, the Majority Trailer Investors may nominate five directors (collectively, the “Investor Directors”) to be elected to the Board. Any such nominee for Investor Director shall be subject to (A) the reasonable approval of the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld, conditioned or delayed), and (B) satisfaction of all legal and governance requirements regarding service as a director of the Corporation; provided that the Corporation shall, at the reasonable request of the Majority Trailer Investors, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any such requirements so as not to any way impede the right of the Majority Trailer Investors to nominate directors. On the Effective Date, the Corporation shall cause the five initial Investor Directors who are named in Section 4.1 of the Investor Rights Agreement to be elected and appointed to the Board. The Corporation from time to time shall take all actions necessary or reasonably required such that the number of members on the Board shall (1) except as otherwise provided herein, consist of no more than seven non-Investor Directors, and (2) if necessary, be increased such that there are sufficient seats on the Board for the Investor Directors to serve on the Board and such vacancies (the “Investor Director Seats”) shall be filled by the Investor Directors, effective as of the Effective Date (or, if later, then the date that the Majority Trailer Investors determine to appoint such Investor Directors). Each Investor Director appointed pursuant to this Section 7(a)(i) shall continue to hold office until such Investor Director’s term expires, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in Section 7(a)(iii).

                    (ii) Prior to the Common Expiration Date, at each meeting of the Corporation’s stockholders at which the election of directors to the Investor Director Seats is to be considered, the Corporation shall, subject to the provisions of Section 7(a)(i) and Section 7(a)(iii), nominate the Investor Director(s) designated by the Majority Trailer Investors for election to the Board by the holders of voting capital stock and solicit proxies from the Corporation’s stockholders in favor of the election of Investor Directors. Subject to the provisions of Section 7(a)(i) and Section 7(a)(iii), the Corporation shall use all reasonable best efforts to cause each Investor Director to be elected to the Board (including voting all unrestricted proxies in favor of the election of such Investor Director and including recommending approval of such Investor Director’s appointment to the Board) and shall not take any action which would diminish the prospects of such Investor Director(s) of being elected to the Board.

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                    (iii) The right of the Majority Trailer Investors to designate the Investor Directors pursuant to Section 7(a)(i) and Section 7(a)(ii) shall terminate on the Common Expiration Date. If the right of the Majority Trailer Investors to nominate Investor Directors terminates pursuant to the immediately preceding sentence, then each Investor Director shall promptly submit his or her resignation as a member of the Board and each applicable Sub Board with immediate effect.

                    (iv) Any elected Investor Director may resign from the Board at any time by giving written notice to the Board. The resignation is effective without acceptance when the notice is given to the Board, unless a later effective time is specified in the notice.

                    (v) So long as the Majority Trailer Investors retain the right to designate Investor Directors, the Corporation shall use all reasonable best efforts to remove any Investor Director only if so directed in writing by the Majority Trailer Investors.

                    (vi) In the event of a vacancy on the Board resulting from the death, disqualification, resignation, retirement or termination of term of office of an Investor Director nominated by the Majority Trailer Investors, the Corporation shall use all reasonable best efforts to fill such vacancy with a representative designated by the Majority Trailer Investors as provided hereunder, in either case, to serve until the next annual or special meeting of the stockholders (and at such meeting, such representative, or another representative designated by the Majority Trailer Investors, will be elected to the Board in the manner set forth in Section 7(a)(ii)).

                    (vii) The Investor Directors and the Board Observer, if any, shall be entitled to reimbursement of reasonable expenses incurred in such capacities, but shall not otherwise be entitled to any compensation from the Corporation in such capacities as Investor Directors or the Board Observer.

                    (viii) Until the Majority Trailer Investors cease to hold, or cease to “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 2% of the issued and outstanding Common Stock of the Corporation, the Majority Trailer Investors shall have the right to designate one non-compensated, non-voting observer (the “Board Observer”) to attend all meetings of the Board as an observer. The Board Observer shall not attend executive sessions or committee meetings without the consent of the majority of the members of the Board or committee members; provided that the Board Observer shall be entitled to attend all meetings of the Audit Committee. The Board Observer shall be entitled to notice of all meetings of the Board and the Audit Committee in the manner that notice is provided to members of the Board or the Audit Committee, as applicable, shall be entitled to receive all materials provided to members of the Board and the Audit Committee, shall be entitled to attend (whether in person, by telephone, or otherwise), subject to the restriction set forth in the immediately preceding sentence, all meetings of the Board and the Audit Committee as a non-voting observer.

                    (ix) Subject to (A) the reasonable approval of the Governance Committee (such approval not to be unreasonably withheld, conditioned or delayed), and (B) satisfaction of all legal and governance requirements regarding service as a director or member

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of any committee of the Corporation or any of its Subsidiaries, at the request of the Majority Trailer Investors, the Corporation shall cause the Investor Directors to have proportional representation (relative to their percentage on the whole Board, but in no event less than one representative) on the boards (or equivalent governing body) of each Subsidiary (each, a “Sub Board”), and each committee of the Board (other than the Audit Committee of the Board (the “Audit Committee”) to the extent prohibited by applicable law or exchange requirements but shall allow one representative to attend meetings of the Audit Committee as a non-voting observer) and each Sub Board. The Corporation shall at the reasonable request of the Majority Trailer Investors, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any requirements regarding service as a director or member of any committee of the Corporation or any of its Subsidiaries.

                    (x) The Corporation shall purchase and maintain directors’ and officers’ liability insurance policy covering each Investor Director effective from the Effective Date (or such later date as such Investor Director is appointed pursuant to Section 7(a)(i) or Section 7(a)(ii)) and shall purchase and maintain for a period of not less than six years from the date of any Investor Director’s death, resignation, retirement, disqualification or termination of term of office as provided in Section 7(a)(iii), a directors’ and officers’ liability insurance tail policy for such Investor Director.

          (b) Approval of the Majority Trailer Investors.

                    (i) From and after the Effective Date until the Preferred Expiration Date, the Corporation and the Board shall not, and shall take all action possible to ensure that each Subsidiary of the Corporation shall not, without the prior written consent of the Majority Trailer Investors (which consent may be withheld in their sole discretion) take any of the following actions or engage in any of the following transactions:

                    (A) directly or indirectly declare or make any Restricted Payment except for payments with respect to the Series E Preferred, Series F Preferred or Series G Preferred (including, in each case, any redemption thereof) as permitted by the Certificates of Designation;

                    (B) authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of (1) any notes or debt securities containing equity or voting features (including any notes or debt securities convertible into or exchangeable for capital stock or other equity securities, issued in connection with the issuance of capital stock or other equity securities or containing profit participation features) or (2) any capital stock, other equity securities or equity-linked securities (or any securities convertible into or exchangeable for any capital stock or other equity securities), except for the issuance of the Registrable Securities;

                    (C) make any loans or advances to, guarantees for the benefit of, or investments in, any Person (other than the Corporation or a wholly-owned direct or indirect Subsidiary of the Corporation), except for (1) reasonable advances to employees in the ordinary course of business consistent with past practice, (2) investments having a stated maturity no greater than one year from the date on which the

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Corporation or any of its Subsidiaries makes such investment in (a) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (b) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million and fully insured by the Federal Deposit Insurance Corporation, or (c) commercial paper with a rating of at least “Prime-1” by Moody’s Investors Service, Inc., and (3) investments expressly permitted pursuant to Section 7(b)(i)(E);

               (D) liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction (including any reorganization into a limited liability company, a partnership or any other non-corporate entity which is treated as a partnership for federal income tax purposes), unless, in the case of a recapitalization or reorganization, such transaction would result in a Change of Control and the Corporation pays to the holders of the Series E Preferred, the Series F Preferred and the Series G Preferred all amounts then due and owing under the Series E Preferred, the Series F Preferred and the Series G Preferred (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such transaction;

               (E) directly or indirectly acquire or enter into, or permit any Subsidiary to acquire or enter into, any interest in any Person, business or joint venture (in each case, whether by a purchase of assets, purchase of stock, merger or otherwise), except for acquisitions involving aggregate consideration (whether payable in cash or otherwise) not to exceed $5,000,000 in the aggregate if, at the time of any such acquisition, the Corporation and its Subsidiaries have availability for draw-downs under the Senior Loan Agreement in an amount equal to or exceeding $20,000,000 and the ratio of the aggregate Indebtedness of the Corporation and its Subsidiaries as of the most recent month end to the previous twelve-month EBITDA (as each such term is defined in the Senior Loan Agreement, as in effect on the Effective Date) (such ratio, the “Leverage Ratio”) after giving effect to such acquisition is less than 6:1;

               (F) reclassify or recapitalize any securities of the Corporation or any of its Subsidiaries, unless such reclassification or recapitalization would result in a Change of Control and the Corporation pays to the holders of the Series E Preferred, the Series F Preferred and the Series G Preferred all amounts then due and owing under the Series E Preferred, the Series F Preferred and the Series G Preferred (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such reclassification or recapitalization;

               (G) enter into, or permit any Subsidiary to enter into, any line of business other than the lines of business in which those entities are currently engaged and other activities reasonably related thereto;

               (H) enter into, amend, modify or supplement any agreement, commitment or arrangement with any of the Corporation’s or any of its Subsidiaries’ Affiliates, except for customary employment arrangements and benefit

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programs on reasonable terms and except as otherwise expressly contemplated by this Certificate of Designation, the Investor Rights Agreement or the Purchase Agreement;

               (I) create, incur, guarantee, assume or suffer to exist, or permit any Subsidiary to create, incur, guarantee, assume or suffer to exist, any Indebtedness, other than (1) Indebtedness pursuant to the Existing Loan Agreement (and refinancings thereof in an aggregate principal amount not in excess $100,000,000 on substantially similar terms), and (2) Indebtedness in an aggregate amount not to exceed $10,000,000, provided that, in the case of this subclause (2), such Indebtedness is created, incurred, guaranteed, assumed or suffered to exist solely to satisfy the Corporation’s and its Subsidiaries’ working capital requirements and the interest rate per annum applicable to such Indebtedness does not exceed 9% and the Leverage Ratio after giving effect to such creation, incurrence, guaranty, assumption of sufferance does not exceed 3:1;

               (J) (A) engage in any transaction that results in a Change of Control unless the Corporation pays to the holders of the Series E Preferred, the Series F Preferred and the Series G Preferred all amounts then due and owing under the Series E Preferred, the Series F Preferred and the Series G Preferred (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such transaction, or (B) sell, lease or otherwise dispose of more than 2% of the consolidated assets of the Corporation and its Subsidiaries (computed on the basis of book value, determined in accordance with GAAP, or fair market value, determined by the Board in its reasonable good faith judgment) in any transaction or series of related transactions, other than (1) sales of inventory in the ordinary course of business, (2) the arm’s length sale to a third Person that is not an Affiliate of the Corporation or any of its Subsidiaries of the real estate and manufacturing facilities of the Corporation that have been previously identified to Trailer, and (3) in the event that such transaction would result in a Change of Control and the Corporation pays to the holders of the Series E Preferred, the Series F Preferred and the Series G Preferred all amounts then due and owing under the Series E Preferred, the Series F Preferred and the Series G Preferred (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such transaction;

               (K) become subject to any agreement or instrument which by its terms would (under any circumstances) restrict (A) the right of any Subsidiary to make loans or advances or pay dividends to, transfer property to, or repay any Indebtedness owed to, the Corporation or any Subsidiary or (B) restrict the Corporation’s or any of its Subsidiaries’ right or ability to perform the provisions of this Certificate of Designation, the Investor Rights Agreement or any of the other Transaction Documents or to conduct its business as conducted as of the Effective Date;

               (L) make any amendment to or rescind (including, in each case, by merger or consolidation) any provision of the certificate of incorporation, articles of incorporation, by-laws or similar organizational documents of the Corporation or any of its Subsidiaries, or file any resolution of the board of directors, board of managers or similar governing body with the applicable secretary of state of the state of

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formation of the Corporation or any of its Subsidiaries which would increase the number of authorized shares of Common Stock or Preferred Stock or adversely affect or otherwise impair the rights of the Investors under the Transaction Documents (including the relative preferences and priorities of the Series E Preferred, the Series F Preferred or the Series G Preferred); or

               (M) (1) increase the size of the Board or any Sub Board or (2) create or change any committee of the Board or any Sub Board.

               (ii) If the Corporation violates or is in breach of the Financial Performance Levels, until the Preferred Expiration Date, the Corporation and the Board shall not, and shall take all action possible to ensure that each Subsidiary of the Corporation shall not, without the prior written consent of the Majority Trailer Investors (which consent may be withheld in their sole discretion) take any of the following actions or engage in any of the following transactions:

               (A) approve the annual budget of the Corporation and its Subsidiaries for any fiscal year or deviate from any annual budget by more than 10% in the aggregate; or

               (B) approve the employment or termination by the Board of any member of senior management of the Corporation.

          (c) Affirmative Covenants. From and after the Effective Date until the Preferred Expiration Date, the Corporation and the Board shall, and shall take all action possible to ensure that each Subsidiary of the Corporation shall, unless it has received the prior written consent of the Majority Trailer Investors (which consent may be withheld in their sole discretion):

               (i) at all times cause to be done all things necessary or reasonably required to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary or reasonably required to the conduct of its businesses;

               (ii) maintain and keep its material properties in good repair, working order and condition (normal wear and tear excepted), and from time to time make all necessary or reasonably required repairs, renewals and replacements so that its businesses may be properly and advantageously conducted in all material respects at all times; provided that in no event shall this Section 7(d)(ii) be deemed to require the making of capital expenditures in excess of the amount approved by the Board;

               (iii) pay and discharge when payable all taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case, before the same becomes delinquent and before penalties accrue thereon) and all material claims for labor, materials or supplies which if unpaid would by law become a Lien upon any of its property, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with

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generally accepted accounting principles, consistently applied) have been established on its books and financial statements with respect thereto;

               (iv) comply with all other material obligations which it incurs pursuant to any Material Contract (as such term is defined in the Purchase Agreement), as such obligations become due, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles, consistently applied) have been established on its books and financial statements with respect thereto;

               (v) comply with all applicable laws, rules and regulations of all governmental authorities in all material respects;

               (vi) apply for and continue in force with reputable insurance companies adequate insurance covering risks of such types and in such amounts as are customary for companies of similar size as the Corporation and its Subsidiaries and engaged in similar lines of business as the Corporation and its Subsidiaries;

               (vii) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with GAAP; and

               (viii) reserve and keep available out of the authorized but unissued shares of Common Stock, solely for the purpose of providing for the exercise of the Warrant, such number of shares of Common Stock as shall from time to time equal the number of shares sufficient to permit the exercise of the Warrant.

          (d) Information Rights.

               (i) For so long as (x) the Preferred Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (y) the Common Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Corporation, at any time that the Corporation is not required to file periodic reports with the SEC, the Corporation shall deliver to each Preferred Investor and/or Common Investor, as applicable:

                    (A) as soon as practicable, but in any event within ninety days after the end of each fiscal year of the Corporation, for each of the Corporation and each of its Subsidiaries, an income statement for such fiscal year, a balance sheet, and statement of stockholder’s equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with GAAP, and audited and certified by a nationally recognized accounting firm selected by the Corporation and reasonably acceptable to the Majority Common Investors;

                    (B) as soon as practicable, but in any event within thirty days after the end of each of the first three quarters of each fiscal year of the Corporation,

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for the Corporation and each of its Subsidiaries, an unaudited income statement for such quarter, statement of cash flows for such quarter and an unaudited balance sheet as of the end of such quarter;

                    (C) as promptly as practicable but in any event within thirty days of the end of each month, an unaudited income statement and statement of cash flows for such month, and a balance sheet for and as of the end of such month, in reasonable detail;

                    (D) with respect to the financial statements called for in subsections (B) and (C) of this Section 7(d)(i), an instrument executed by the Chief Financial Officer or Chief Executive Officer of the Corporation and certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present in all material respects the financial condition of the Corporation and its Subsidiaries and its results of operation for the period specified, subject to year-end audit adjustment;

                    (E) notices of events that have had or could reasonably be expected to have a material and adverse effect on the Corporation and its Subsidiaries, taken as a whole, as soon as practicable following the occurrence of any such event; and

                    (F) such other information relating to the financial condition, business, prospects or corporate affairs of the Corporation and its Subsidiaries as any Preferred Investor or Common Investor may from time to time reasonably request.

               (ii) Notwithstanding the foregoing, at all times, the Corporation shall use commercially reasonable efforts to deliver the financial statements listed Section 7(d)(i)(A), Section 7(d)(i)(B) and Section 7(d)(i)(C) promptly after such statements are internally available.

               (iii) For so long as (A) the Preferred Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (B) the Common Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Corporation, (a) the Corporation shall permit each Preferred Investor and/or Common Investor, as applicable, together with such Investor’s consultants and advisors, to visit and inspect the Corporation’s and its Subsidiaries’ properties, to examine their respective books of account and records and to discuss the Corporation’s and its Subsidiaries’ affairs, finances and accounts with their respective officers and employees, all at such reasonable times as may be requested by such Investor, and (b) the Corporation shall, with reasonable promptness, provide to each Preferred Investor and/or Common Investor, as applicable, such other information and financial data concerning the Corporation and its Subsidiaries as such Investor may reasonably request.

               (iv) For so long as (A) the Trailer Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (B) the Trailer Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange

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Act) at least 10% of the issued and outstanding Common Stock of the Corporation, the Corporation shall pay the reasonable fees and expenses of any consultant or professional advisor that the Majority Trailer Investors may engage in connection with the Trailer Investors’ interests in the Corporation.

               (v) For so long as (A) the Preferred Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (B) the Common Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Corporation, the Corporation shall provide to each Preferred Investor and/or Common Investor, as applicable, not later than thirty days before the beginning of each fiscal year of the Corporation, but in any event, ten days prior to presenting such budget to the Board, an annual budget prepared on a monthly basis for the Corporation and its Subsidiaries for such fiscal year (displaying anticipated statements of income and cash flows and balance sheets), and promptly upon preparation thereof any other significant budgets or forecasts prepared by the Corporation and any revisions of such annual or other budgets or forecasts.

          (e) Right Of First Refusal.

               (i) From and after the Closing Date until the Preferred Expiration Date, the Trailer Investors shall have the right, at their election in accordance with this Section 7(e), to participate in any Subsequent Financing. The Trailer Investors may elect to provide all or any portion of the Subsequent Financing.

               (ii) At least forty-five days prior to the anticipated consummation of any Subsequent Financing, the Corporation shall deliver a written notice (each, a “Subsequent Financing Notice”) to each Trailer Investor. The Subsequent Financing Notice shall disclose in reasonable detail the proposed terms and conditions of the Subsequent Financing, the amount of proceeds intended to be raised thereunder and the identity, and ownership of capital stock of the Corporation (if applicable), of any other prospective participants in such Subsequent Financing, and shall include a term sheet or similar document relating thereto as an attachment. The Subsequent Financing Notice shall constitute a binding offer to enter into the Subsequent Financing with each Trailer Investor on the terms and conditions set forth in such Subsequent Financing Notice.

               (iii) Each Trailer Investor may elect to participate in such Subsequent Financing and shall have the right, subject to Section 7(e)(v) below, to fund all or any portion of the Subsequent Financing on the terms and subject to the conditions specified in the Subsequent Financing Notice by delivering written notice of such election to the Corporation within forty days after the delivery of the Subsequent Financing Notice to the Trailer Investors (the “Election Period”). If the Trailer Investors elect to participate in the Subsequent Financing, then the closing of the Subsequent Financing shall occur on the date specified in the Subsequent Financing Notice or on such other date as otherwise may be agreed by the Corporation and the Trailer Investors participating in such Subsequent Financing. If the Trailer Investors fail to deliver such election notices prior to the end of the Election Period, then the Trailer Investors shall be deemed to have notified the Corporation that they do not elect to participate in such Subsequent Financing.

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               (iv) If any Trailer Investor declines to participate in the Subsequent Financing with respect to its full Pro Rata Portion, then each Trailer Investor electing to purchase its full Pro Rata Portion shall have the right to purchase up to (A) its Pro Rata Portion of the Subsequent Financing, plus (B) a pro rata amount (based upon the relative amount of the participating Trailer Investors’ respective Pro Rata Portions) of the aggregate unallocated Pro Rata Portions of the other Trailer Investors. For purposes of clarity, (1) in the event that there is any amount of a Subsequent Financing that is not requested to be purchased by a Trailer Investor, then any other Trailer Investor shall have the right to purchase such remaining amount of the Subsequent Financing and (2) in no event shall the Trailer Investors have the right to purchase more than 100% of the amount the Subsequent Financing described in any Subsequent Financing Notice, in the aggregate. For purposes hereof, “Pro Rata Portion” means a fraction, the numerator of which is the Total Value of Securities held by a Trailer Investor participating under this Section 7(e)(iv), and the denominator of which is the sum of the aggregate Total Value of Securities held by all Trailer Investors participating under this Section 7(e)(iv).

               (v) If any portion of a Subsequent Financing is not funded by the Trailer Investors or the Person identified in the Subsequent Financing Notice within sixty days after the delivery of the relevant Subsequent Financing Notice to the Trailer Investors on the same terms described in such Subsequent Financing Notice, then prior to consummating any subsequent Subsequent Financing, the Corporation must deliver a new Subsequent Financing Notice to the Trailer Investors and otherwise follow the procedures set forth in this Section 7(e) (and, for the avoidance of doubt, the Trailer Investors will again have the right of participation set forth above in this Section 7(e)).

               (vi) Notwithstanding any other provision in this Certificate of Designation to the contrary, the Trailer Investors’ rights to participate in any Subsequent Financing shall be subject to such participation not causing a violation of the NYSE Limitation; provided, however, that the Corporation shall use all commercially reasonable efforts to discuss and explore ways to enable the Trailer Investors to participate in any Subsequent Financing in compliance with the NYSE Limitation.

               (vii) Upon reasonable prior notice, the Corporation shall make available, during normal business hours, for inspection and review by the Trailer Investors and the representatives of and advisors to the Trailer Investors, all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Corporation as may be reasonably necessary for the purpose of such review, and cause the Corporation’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Trailer Investors or any such representative or advisor, in each case, for the sole purpose of enabling the Trailer Investors and such representatives and advisors and their respective accountants and attorneys to conduct due diligence with respect to the Corporation in connection with such Subsequent Financing.

               (viii) The Corporation shall not disclose material non-public information to the Trailer Investors, or to advisors to or representatives of the Trailer Investors, unless prior to disclosure of such information the Corporation identifies such information as being material non-public information and provides the Trailer Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material non-public

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information for review and any Trailer Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Corporation with respect thereto; provided, however, that the foregoing shall not restrict the Corporation from disclosing material non-public information to any director or Board Observer, or to their advisors or representatives.

     Section 8. Events of Noncompliance.

          (a) Definition. An “Event of Noncompliance” shall have occurred if:

               (i) the Corporation fails to make any regular quarterly payment of dividends in cash with respect to the Series E Preferred, beginning with the September 30, 2011 Dividend Payment Date;

               (ii) the Corporation fails to make any redemption payment with respect to the Series E Preferred which it is required to make hereunder, whether or not such payment is legally permissible or is prohibited by any agreement to which the Corporation is subject;

               (iii) the Corporation breaches or otherwise fails to perform or observe any covenant or agreement set forth in Section 7 hereof or Article II of the Investor Rights Agreement and, if such breach, failure or Event of Noncompliance, as applicable, is capable of being cured, such breach or failure continues for a period of thirty days or longer;

               (iv) any representation or warranty contained in Section 3.2, 3.3 or 3.4 of the Purchase Agreement was not true and correct in all respects, at and as of the Issuance Date;

               (v) the Corporation violates or is in breach of the Financial Performance Levels (as defined in the Investor Rights Agreement) and such violation continues for a period of one hundred eighty days or longer; or

               (vi) the Corporation or any Subsidiary makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Corporation or any of its Subsidiaries bankrupt or insolvent; or any order for relief with respect to the Corporation or any of its Subsidiaries is entered under the Federal Bankruptcy Code; or the Corporation or any of its Subsidiaries petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Corporation or any of its Subsidiaries or of any substantial part of the assets of the Corporation or any of its Subsidiaries, or commences any proceeding (other than a proceeding for the voluntary liquidation and dissolution of a Subsidiary of the Corporation) relating to the Corporation or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Corporation or any of its Subsidiaries and either (A) the Corporation or any such Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein or (B) such petition, application or proceeding is not dismissed within sixty days.

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          The foregoing shall constitute Events of Noncompliance whatever the reason or cause for any such Event of Noncompliance and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body and regardless of the effects of any subordination provisions.

          (b) Consequences of Events of Noncompliance.

               (i) If any Event of Noncompliance has occurred and is continuing, then the dividend rate on the Series E Preferred from and after the occurrence of such Event of Noncompliance shall increase immediately by an additional 2.0% per annum, subject to applicable usury laws; provided, that if the Event of Noncompliance is related to the non payment of the cash dividends beginning with the September 30, 2011 Dividend Payment Date (whether or not the Corporation is legally able to pay the dividends), the dividend rate shall automatically increase to (A) the higher of (X) the then prevailing dividend rate and (Y) the then prevailing LIBOR rate plus 14.7% plus 2.0% per annum. Any increase of the dividend rate resulting from the operation of this subparagraph shall terminate as of the close of business on the date on which no Event of Noncompliance exists, subject to subsequent increases pursuant to this paragraph.

               (ii) If any Specified Event of Noncompliance has occurred and is continuing, then the holder or holders of a majority of the Series E Preferred then outstanding may demand (by written notice delivered to the Corporation), subject to any limitations contained in the Senior Credit Agreement, immediate redemption of all or any portion of the Series E Preferred owned by such holder or holders at a price per Series E Preferred Share equal to the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends). The Corporation shall give prompt written notice of such election to the other holders of Series E Preferred (but in any event within five days after receipt of the initial demand for redemption), and each such other holder may demand immediate redemption of all or any portion of such holder’s Series E Preferred by giving written notice thereof to the Corporation within seven days after receipt of the Corporation’s notice. The Corporation shall redeem all Series E Preferred as to which rights under this paragraph have been exercised within twenty days after receipt of the initial demand for redemption.

               (iii) If any Event of Noncompliance exists, each holder of Series E Preferred shall also have any other rights which such holder is entitled to under any contract or agreement at any time and any other rights which such holder may have pursuant to applicable law.

          Section 9. Conversion. Holders of Series E Preferred shall have no right to exchange or convert such shares into any other securities.

          Section 10. Voting Rights. Except as otherwise provided herein, in the Investor Rights Agreement and as otherwise required by applicable law, the Series E Preferred Shares shall have no voting rights; provided that each holder of Series E Preferred shall be

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entitled to notice of all stockholders meetings at the same time and in the same manner as notice is given to all stockholders entitled to vote at such meetings.

          Section 11. Amendment and Waiver. No amendment, modification or waiver shall be binding or effective with respect to any provision of the Certificate of Incorporation or the Bylaws that would alter or change the preferences or special rights of the Series E Preferred Shares without the prior written consent of the holders of a majority of the Series E Preferred Shares outstanding at the time such action is taken; provided that no such action shall change (a) the rate at which or the manner in which dividends on the Series E Preferred accrue or the times at which such dividends become payable or the amount payable on redemption of the Series E Preferred or the times at which redemption of Series E Preferred is to occur, or (b) the percentage required to approve any change described in this Section 10 without the prior written consent of the holders of at least 75% of the Series E Preferred then outstanding; and provided further that no amendment, modification, alteration, repeal or waiver of the terms or relative priorities of the Series E Preferred may be accomplished by the merger, consolidation or other transaction of the Corporation with another corporation or entity unless the Corporation has obtained the prior written consent of the holders of the applicable percentage of the Series E Preferred then outstanding.

          Section 12. Registration of Transfer. The Corporation shall keep at its principal office a register for the registration of Series E Preferred Shares. Except in connection with Optional Redemption, Mandatory Redemption or as otherwise set forth herein, upon the surrender of any certificate representing Series E Preferred Shares at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of Series E Preferred Shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of Series E Preferred Shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Series E Preferred Shares represented by such new certificate from the date to which dividends have been fully paid on such Series E Preferred Shares represented by the surrendered certificate.

          Section 13. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Series E Preferred may deem and treat the record holder of any share of Series E Preferred as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

          Section 14. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Series E Preferred, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares

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of Series E Preferred represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

          Section 15. Redeemed or Otherwise Acquired Shares. Any shares of Series E Preferred that are redeemed or otherwise acquired by the Corporation by reason of repurchase, conversion or otherwise shall be automatically and immediately canceled and shall revert to authorized but unissued shares of Preferred Stock, provided, that any such cancelled shares of Series E Preferred shall not be reissued, sold or transferred as shares of Series E Preferred. The Corporation (without the need for stockholder action) may thereafter take such appropriate action as may be necessary to reduce the authorized shares of Series E Preferred accordingly.

          Section 16. Notices. Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (a) to the Corporation, at its principal executive offices, and (b) to any holder of Series E Preferred, at such holder’s address as it from time to time appears in the stock records of the Corporation (unless otherwise indicated by any such holder). Notwithstanding anything herein to the contrary, if Series E Preferred is issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Series E Preferred in any manner permitted by such facility.

          Section 17. Specific Performance. The Corporation hereby acknowledges and agrees that the failure of the Corporation to perform its obligations hereunder, including its failure to pay dividends when due and payable, will cause irreparable injury to the holder of the Series E Preferred, for which damages, even if available, will not be an adequate remedy. Accordingly, the Corporation hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of the Corporation’s obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder.

          Section 18. No Preemptive Rights. Except as set forth in the Investor Rights Agreement, no share of Series E Preferred shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

          Section 19. Limitations under Senior Loan Agreement. Except for payments for which there is an express provision herein for restrictions related to the Senior Loan Agreement, in the event a payment is required to be made by the Corporation hereunder and such payment (or a portion thereof) would not be permitted to be paid pursuant to the terms of the Senior Loan Agreement, the Corporation shall not be in default with respect to non-payment of such payment or the portion thereof, in each case that is not so permitted (the “Deferred Portion”). The Deferred Portion shall accrue and accumulate at an annual interest rate equal to the JPMorgan Chase Prime rate (or that of another nationally recognized financial institution if the JPMorgan Chase Prime rate is not available) (unless another rate and method of calculation is provided for herein) until paid and shall become immediately due and payable at the earliest to

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occur of (a) when permitted by the Senior Loan Agreement and (b) when all loans under the Senior Loan Agreement have been paid off.

          Section 20. Other Terms. Shares of Series E Preferred shall be subject to the other terms, provisions and restrictions set forth in the Certificate of Incorporation with respect to the shares of Preferred Stock of the Corporation.

          Section 21. Indemnity; Expenses.

               (a) The Corporation shall indemnify, exonerate and hold each of the holders of Series E Preferred (each, an “Indemnified Person”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ and accountants’ fees and expenses) incurred by the Indemnified Persons or any of them before or after the Date of Issuance (collectively, the “Indemnified Liabilities”), as a result of, arising out of, or in any way relating to (i) the operations of the Corporation or any of its Subsidiaries or (ii) its capacity as a stockholder or owner of securities of the Corporation (including litigation related thereto); in each case excluding any loss in value of any investment in the Corporation by any Indemnified Person; provided that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Corporation will make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The rights of any Indemnified Person to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnified Person is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnified Persons shall in any event be liable to the Corporation, any of its Subsidiaries, or any of their respective affiliates for any act or omission suffered or taken by such Indemnified Person.

               (b) All reasonable costs and expenses incurred by any holder of Series E Preferred (i) in exercising or enforcing any rights afforded to such holder under this Certificate of Designation or the other Transaction Documents, (ii) in amending, modifying, or revising this Certificate of Designation or any other Certificate of Designation, the Investor Rights Agreement or the Warrant, or (iii) in connection with any transaction, claim, or event which such holder reasonably believes affects the Corporation and as to which such holder seeks the advice of counsel, shall be paid or reimbursed by the Corporation.

     B. Definitions.

     The following terms shall have the meanings specified:

          “Affiliate” means (i) with respect to the Corporation, (A) any other Person (other than the Subsidiaries of the Corporation) which directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such Person, (B) any Person that owns more than 5% of the outstanding stock of the Corporation, and (C) any officer, director or employee of the Corporation, its Subsidiaries or any Person described in subclause (A) or (B) above with a base salary in excess of $100,000 per year or with any

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individual related by blood, marriage or adoption to such officer, director or employee, and (ii) with respect to any Person other than the Corporation, any other Person which directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such first Person.

          “Audit Committee” has the meaning set forth in Article Third, Section 7(a)(ix) hereof.

          “Board” has the meaning set forth in Article Second hereof.

          “Board Observer” has the meaning set forth in Article Third, Section 7(a)(viii) hereof.

          “Business Day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

          “Bylaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.

          “Certificate of Incorporation” has the meaning set forth in Article Second hereof.

          “Certificate of Designation” means the this Certificate of Designation, the Series F Certificate of Designation or the Series G Certificate of Designation, as applicable, and “Certificates of Designation” means each of the foregoing, collectively.

          “Change of Control” means (i) any sale or other disposition of all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis in any transaction or series of related transactions, (ii) any sale, transfer or issuance or series of related sales, transfers and/or issuance of shares of the Corporation’s capital stock by the Corporation or any holder thereof which results in any single Person or group (as defined in Rule 13d-5 of the Exchange Act) other than Trailer or any of its Affiliates becoming the beneficial owners of greater than 50.0% of the Corporation’s issued and outstanding Common Stock, (iii) any merger or consolidation to which the Corporation is a party unless after giving effect to such merger no single Person or group (as defined in Rule 13d-5 of the Exchange Act) other than other than Trailer or any of its Affiliates is beneficial owner of capital stock of the Corporation possessing the voting power (under ordinary circumstances) to elect a majority of the Board or the surviving Person’s board of directors (or similar governing body) or becomes the beneficial owner of greater than 50.0% of the Corporation’s or such surviving Person’s issued and outstanding Common Stock, (iv) any sale, transfer, issuance or series of related sales, transfers and/or issuances of shares of the Corporation’s capital stock by the Corporation or any holder thereof which results in Trailer or any of its Affiliates acquiring all of the Corporation’s issued and outstanding Common Stock (other than any portion agreed by any holder of Common Stock to be rolled over or invested in an Affiliate of Trailer in connection with such acquisition) or a “going private” transaction of the Corporation that is led by Trailer or any of its Affiliates, or (v) a merger or consolidation with or into another Person, pursuant to which the holders of equity or equity linked instruments of the Corporation at the time of the execution of the agreement to merge or consolidate own less than 80% of the total equity of the Person surviving or resulting

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from the merger or consolidation, or of a Person owning a majority of the total equity of such surviving or resulting Person.

          “Change of Control Price” has the meaning set forth in Article Third, Section 6(b)(i) hereof.

          “Common Expiration Date” means the date on which the Trailer Investors cease to hold, or cease to “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Corporation.

          “Common Investors” means, collectively, (a) the Trailer Investors, to the extent that the Trailer Investors then hold the Warrant and/or any Registrable Securities, and (b) the Investors who beneficially own a number of Registrable Securities (including, for this purpose, Registrable Securities issuable upon exercise of a Warrant then held by each such Investor) equal to or greater than one-third of the Registrable Securities that were issuable pursuant to the Warrant on the Effective Date.

          “Common Stock” means, collectively, the shares of the Corporation’s Common Stock, par value $0.01 per share.

          “Control” (including the terms “Controlling,” “Controlled by” or “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

          “Corporation” has the meaning set forth in Article First hereof.

          “Dividend Payment Date” has the meaning set forth in Article Third, Section 3(d) hereof.

          “Dividend Period” means the period from, and including, the initial Issuance Date to, but not including, the first Dividend Payment Date following the Issuance Date and thereafter, each quarterly period from, and including, the Dividend Payment Date to, but not including, the next Dividend Payment Date.

          “Dividend Rate” has the meaning set forth in Article Third, Section 3(c) hereof.

          “Effective Date” means August [•], 2009.

          “Election Period” has the meaning set forth in Article Third, Section 7(f)(iii) hereof.

          “Event of Noncompliance” has the meaning set forth in Article Third, Section 8(a) hereof.

          “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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          “Existing Loan Agreement” has the meaning set forth in the definition of Senior Loan Agreement.

          “Fair Market Value” means, for the purposes of valuing the Common Stock, the average of the closing prices of the Common Stock on the New York Stock Exchange reporting system or on the principal stock exchange where Common Stock is traded (as reported in The Wall Street Journal) for a period of five days consisting of, for the purposes of Article Third, Section 7(e), the date on which the Subsequent Financing Notice is delivered and the four consecutive trading days prior to such date; provided that if the Common Stock is not traded on any exchange or over-the-counter market, then the Fair Market Value shall be jointly determined in good faith by the Board and the Majority Common Investors.

          “Financial Performance Levels” means any financial covenant (as such term is commonly understood with respect to credit agreements) as may be in force from time to time under the Senior Loan Agreement after the relevant test contained in such financial covenant has been modified by 5% in favor of the Corporation and its Subsidiaries.

          “GAAP” means United States generally accepted accounting principles, consistently applied, as in effect from time to time.

          “Governance Committee” has the meaning set forth in Article Third, Section 7(a)(i) hereof.

          “Indebtedness” means, without duplication, all obligations (including all obligations for principal, interest, premiums, penalties, fees, and breakage costs) of the Corporation and its Subsidiaries (i) in respect of indebtedness for money borrowed (whether current, short-term or long-term, secured or unsecured, and including all overdrafts and negative cash balances) and indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Corporation or any of its Subsidiaries is responsible or liable; (ii) issued or assumed as the deferred purchase price of property or services, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the ordinary course of business); (iii) under leases required to be capitalized in accordance with GAAP; (iv) secured by a Lien against any of its property or assets; (v) for bankers’ acceptances or similar credit transactions issued for the account of the Corporation or any of its Subsidiaries; (vi) under any currency or interest rate swap, hedge or similar protection device; (vii) under any letters of credit, performance bonds or surety obligations; (viii) under any capital debts, deferred maintenance capital expenditures, distributions payable or income taxes payable; and (ix) in respect of all obligations of other Persons of the type referred to in clauses (i) through (viii) the payment of which the Corporation or any of its Subsidiaries is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations.

          “Indemnified Liabilities” has the meaning set forth in Article Third, Section 20(a) hereof.

          “Indemnified Person” has the meaning set forth in Article Third, Section 20(a) hereof.

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          “Investor Director Seats” has the meaning set forth in Article Third, Section 7(a)(i) hereof.

          “Investor Directors” has the meaning set forth in Article Third, Section 7(a)(i) hereof.

          “Investor Rights Agreement” means that certain Investor Rights Agreement, dated as of the Effective Date, by and between the Corporation and Trailer Investments, LLC, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with its terms.

          “Investor” or “Investors” means, as applicable, Trailer and/or any of its Permitted Transferees.

          “Issuance Date” has the meaning set forth in Article Third, Section 3(c) hereof.

          “Lien” means any mortgage, pledge, lien, deed of trust, conditional sale or other title retention agreement, charge or other security interest or encumbrance securing obligations for the payment of money.

          “Junior Stock” means, collectively, the Common Stock and any capital stock or other equity security of the Corporation that (i) does not expressly provide that it ranks senior in preference or priority to or on parity with the Series E Preferred Shares, or (ii) was not approved by the holders of a majority of the Series E Preferred Shares then outstanding, except for the Series E Preferred, the Series F Preferred and the Series G Preferred.

          “Leverage Ratio” has the meaning set forth in Article Third, Section 7(b)(i)(E) hereof.

          “Liquidation Value” means, as of any particular date and with respect to any Series E Preferred Share, an amount equal to $1,000.

          “Majority Common Investors” means the Common Investors from time to time holding at least a majority, in the aggregate, of the Registrable Securities then outstanding and the rights to acquire Registrable Securities.

          “Majority Trailer Investors” means the Trailer Investors from time to time holding (i) at least a majority of the Series E Preferred, the Series F Preferred and the Series G Preferred then held by all Trailer Investors or (ii) at least a majority, in the aggregate, of the Registrable Securities then held by all Trailer Investors and the rights to acquire Registrable Securities then held by all Trailer Investors.

          “Mandatory Redemption” has the meaning set forth in Article Third, Section 6(b)(i) hereof.

          “NYSE Limitation” means the maximum number of securities of the Corporation that could be issued by the Corporation to the Trailer Investors without triggering a requirement to obtain the approval of the Corporation’s shareholders of such issuance pursuant to Section

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312.03 of the New York Stock Exchange Listed Corporation Manual, as in effect on the date of issuance of such shares of Common Stock.

          “Optional Redemption” has the meaning set forth in Article Third, Section 6(a)(i) hereof.

          “Optional Redemption Price” has the meaning set forth in Article Third, Section 6(a)(ii) hereof.

          “Optional Redemption Price” has the meaning set forth in Article Third, Section 6(a)(i) hereof.

          “Parity Stock” means the Series E Preferred, the Series F Preferred and the Series G Preferred.

          “Permitted Transferee” means (i) with respect to the Series E Preferred, the Series F Preferred and the Series G Preferred, any Person who acquires all or any portion of the Series E Preferred, the Series F Preferred or the Series G Preferred from Trailer (or any other Permitted Transferee) after the Effective Date, and (ii) with respect to the Warrant or the Warrant Shares, any Person who acquires all or any portion of the Warrant or the Registrable Securities from Trailer (or any other Permitted Transferee) following the Effective Date. Any such transferee shall become bound by the terms of the Investor Rights Agreement as an additional Preferred Investor, Investor and/or Common Investor (as each such term is defined in the Investor Rights Agreement), as applicable, by executing and delivering to the Corporation a joinder agreement in form and substance reasonably acceptable to the Corporation and such transferee. The Corporation shall be furnished with at least three Business Days’ prior written notice of the name and address of such transferee and the securities being Transferred, the representation by the transferee that such Transfer is being made in accordance with the applicable requirements of the Investor Rights Agreement and with all laws applicable thereto. Following the execution and delivery of such joinder agreement by the Corporation and such transferee, such transferee shall constitute one of the Preferred Investors, Investors and/or Common Investors, as applicable, referred to in the Investor Rights Agreement and shall have all of the rights and obligations of a Preferred Investor, Investor and/or Common Investor, as applicable, thereunder.

          “Person” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization and governmental entity or department, agency or political subdivision thereof.

          “Preferred Expiration Date” means the date on which the Trailer Investors cease to hold at least a majority of the Series E Preferred, the Series F Preferred and the Series G Preferred then outstanding.

          “Preferred Investors” means, collectively, the Investors from time to time holding the shares of the Series E Preferred, the Series F Preferred and the Series G Preferred then outstanding.

          “Preferred Stock” means, collectively, the Corporation’s preferred stock, par value $0.01 per share, and any capital stock of any class of the Corporation hereafter authorized

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which is limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Corporation.

          “Pro Rata Portion” has the meaning set forth in Article Third, Section 7(f)(iv) hereof.

          “Purchase Agreement” means that certain Securities Purchase Agreement, dated as of July 17, 2009, by and between the Corporation and Trailer Investments, LLC, as such agreement may from time to time be amended, supplemented or modified in accordance with its terms.

          “Registrable Securities” means, collectively, (i) the Warrant Shares and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; provided that a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement (as defined in the Investor Rights Agreement) or Rule 144 under the Securities Act, or (B) such security becoming eligible for sale by the Investor pursuant to Rule 144(b)(i)(1).

          “Restricted Payment” means: (i) any dividend, other distribution, repurchase or redemption, direct or indirect, on account of any shares of any class of stock of the Corporation or any of its Subsidiaries now or hereafter outstanding; (ii) any payment or prepayment of principal of, premium, if any, or interest on, or any redemption, conversion, exchange, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of the Corporation or any of its Subsidiaries now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of the Corporation or any of its Subsidiaries now or hereafter outstanding; and (iv) any payment by the Corporation or any of its Subsidiaries or of any management, consulting or any fees to any Affiliate of the Corporation, whether pursuant to a management agreement or otherwise, excluding customary compensation of employees of the Corporation and its Subsidiaries.

          “SEC” means the United States Securities and Exchange Commission.

          “SEC Filings” means, collectively, all reports, schedules, forms, statements and other documents required to be filed by the Corporation under the Securities Act or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the prior two-year period.

          “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

          “Senior Loan Agreement” means the Corporation’s Second Amended and Restated Loan and Security Agreement, dated as of March 6, 2007, as amended by the Credit Agreement Amendment, dated as of July [•], 2009 (as amended, modified or otherwise restated from time to time) (the “Existing Loan Agreement”), and any agreement relating to a refinancing, replacement or substitution of the loans under the Existing Loan Agreement or any subsequent Senior Loan Agreement.

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          “Series E Preferred” has the meaning set forth in Article Third, Section 1 hereof.

          “Series E Preferred Share” has the meaning set forth in Article Third, Section 3(a) hereof.

          “Series F Certificate of Designation” means the Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series F Preferred.

          “Series F Preferred” means the Corporation’s Series F Redeemable Preferred Stock, par value $0.01 per share.

          “Series G Certificate of Designation” means the Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series G Preferred.

          “Series G Preferred” means the Corporation’s Series G Redeemable Preferred Stock, par value $0.01 per share.

          “Specified Event of Noncompliance” means any Event of Noncompliance described in Section 8(a)(i), Section 8(a)(ii), Section 8(a)(iii) (provided that, in the case of any Event of Default arising out of Section 7(b)(i), Section 7(c) or Section 7(d) hereof, such Event of Default arose out of any intentional or willful action or omission taken or suffered by the Corporation or any of its Subsidiaries), Section 8(a)(iv), Section 8(a)(v) or Section 8(a)(vi).

          “Sub Board” has the meaning set forth in Article Third, Section 7(a)(ix) hereof.

          “Subsequent Financing” means any private issuance of debt or equity securities or other private financing transaction that, in each case, is consummated by the Corporation (or any of its Subsidiaries, as applicable) following the Effective Date; provided that any issuance of debt securities pursuant to the Senior Loan Agreement shall not constitute a Subsequent Financing under this Certificate of Designation.

          “Subsequent Financing Notice” has the meaning set forth in Article Third, Section 7(f)(ii) hereof.

          “Subsidiary,” when used with respect to any Person, means any other Person of which (i) in the case of a corporation, at least (A) a majority of the equity and (B) a majority of the voting interests are owned or controlled, directly or indirectly, by such first Person, by any one or more of its Subsidiaries, or by such first Person and one or more of its Subsidiaries or (ii) in the case of any Person other than a corporation, such first Person, one or more of its Subsidiaries, or such first Person and one or more of its Subsidiaries (A) owns a majority of the equity interests thereof and (B) has the power to elect or direct the election of a majority of the members of the governing body thereof.

          “Total Value” means, at any particular time and with respect to any Investor, an amount equal to (i) the aggregate Fair Market Value of any Warrant Shares held by such Investor at such time, plus (ii) the aggregate Fair Market Value of any Warrant Shares issuable to such Investor upon exercise of the Warrant by such Investor at such time, plus (iii) the aggregate

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liquidation value (plus accumulated, accrued and unpaid dividends) of the Series E Preferred, Series F Preferred and Series G Preferred held by such Investor at such time.

          “Trailer” means Trailer Investments, LLC, a Delaware limited liability company.

          “Trailer Investors” means (i) Trailer and (ii) any other Person that is a Permitted Transferee of Trailer that is an Affiliate of Trailer (including for this purpose only any investor (and its Affiliates) in any investment fund managed by Lincolnshire Management, Inc.).

          “Transaction Documents” means the Investor Rights Agreement, the Certificates of Designation, the Warrant, the Purchase Agreement and all other documents delivered or required to be delivered by any party hereto pursuant to the Purchase Agreement.

          “Transfer” means any transfer, sale, assignment, pledge, conveyance, loan, hypothecation or other encumbrance or disposition of the Warrant, the Warrant Shares, the Series E Preferred, the Series F Preferred and/or the Series G Preferred.

          “Warrant” means, collectively, (i) the Warrant to purchase shares of Common Stock issued to Trailer pursuant to the Purchase Agreement on the Effective Date, and (ii) any warrants issued in replacement or exchange, or in connection with a Transfer, thereof.

          “Warrant Shares” means the shares of Common Stock issuable upon the exercise of the Warrant.

          FOURTH: The Series E Preferred Stock shall be created upon filing this Certificate of Designation.

[END OF PAGE]
[SIGNATURE PAGE FOLLOWS]

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          IN WITNESS WHEREOF, the undersigned does hereby certify under penalties of perjury that this Certificate of Designation to the Certificate of Incorporation is the act and deed of the undersigned and the facts stated herein are true and accordingly has hereunto set his hand as of August [•], 2009.

WABASH NATIONAL CORPORATION,

a Delaware corporation

By:

Name:

Title:

EXHIBIT D

[FORM OF] CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF
SERIES F REDEEMABLE PREFERRED STOCK
OF
WABASH NATIONAL CORPORATION

*  *  *  *

Adopted in accordance with the provisions of Section 151(g) of the
General Corporation Law of the State of Delaware

*  *  *  *

          Richard J. Giromini, being the President and Chief Executive Officer of Wabash National Corporation, a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows:

          FIRST: The name of the corporation is Wabash National Corporation (the “Corporation”).

          SECOND: The Certificate of Incorporation, as amended, of the Corporation (the “Certificate of Incorporation”) authorizes the issuance of 25,000,000 shares of Preferred Stock, par value $0.01 per share, of the Corporation and expressly vests in the Board of Directors of the Corporation (the “Board”) the authority provided therein to issue all of said shares in one or more series and by resolution or resolutions, the designation, number, full or limited voting powers, or the denial of voting powers, preferences and relative, participation, optional, or other special rights, qualifications, limitations or restrictions of each series to be issued.

          THIRD: The Board, pursuant to the authority expressly vested by the Certificate of Incorporation, as amended, has adopted the following resolution creating Series F Redeemable Preferred Stock:

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     “Be it resolved, that the issuance of Series F Redeemable Preferred Stock, par value $0.01 per share, of the Corporation is hereby authorized, and the designation, voting powers, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions thereof, of the shares of such series, in addition to those set forth in the Certificate of Incorporation of the Corporation, are hereby fixed as follows:

     A. Designation of Series F Preferred Stock

          Section 1. Designation. The distinctive serial designation of such series is “Series F Redeemable Preferred Stock” (“Series F Preferred”). Each share of Series F Preferred shall be identical in all respects to each other share of Series F Preferred. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article B.

          Section 2. Number of Shares. The number of authorized shares of Series F Preferred shall be 5,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of Preferred Stock less the number of shares of Preferred Stock then outstanding) or decreased (but not below the number of shares of Series F Preferred then outstanding) by the Board. Shares of Series F Preferred that are redeemed, purchased or otherwise acquired by the Corporation, or converted into another series of Preferred Stock, shall be canceled and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series.

          Section 3. Dividends.

               (a) General Obligation. The holders of the Series F Preferred shall be entitled to receive preferential dividends, when and as declared by the Board or any duly authorized committee thereof, out of funds legally available for payment of dividends, as provided in this Section 3. Such dividends shall be payable by the Corporation in an amount per share of Series F Preferred (each, a “Series F Preferred Share”) determined by multiplying the Dividend Rate times a fraction the numerator of which is the number of days in such Dividend Period and the denominator of which is three hundred sixty-five.

               (b) Payment of Dividends. Dividends on the Series F Preferred shall be paid in cash and until paid shall be accrued as set forth in Section 3(d). All dividends paid pursuant to this Section 3(b) shall be paid in equal pro rata proportions to the holders entitled thereto.

               (c) Dividend Rate. Except as otherwise provided herein, dividends on each Series F Preferred Share shall accrue on a daily basis at the rate of 16.0% per annum (as adjusted from time to time in accordance with the terms hereof, the “Dividend Rate”) of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends) from and including the Issuance Date of such Series F Preferred Share. On August [•], 2014 and on the [•] day of each third month thereafter, the Dividend Rate shall increase by an additional 0.5%, subject to applicable usury laws. Such dividends shall accrue whether or not they have

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been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, such dividends shall be cumulative and all accrued and unpaid dividends shall be fully paid or declared with funds irrevocably set apart for payment before any dividends, distributions, redemptions or other payments may be declared or paid with respect to any Junior Stock (except as otherwise expressly provided herein). The date on which the Corporation initially issues any Series F Preferred Share shall be deemed to be its date of issuance (the “Issuance Date”) regardless of the number of times transfer of such Series F Preferred Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Series F Preferred Share.

               (d) Dividend Payment Dates; Calculation of Dividend. Dividends shall be payable in cash quarterly in arrears when and as declared by the Board, or any duly authorized committee thereof, on March 31, June 30, September 30 and December 31 of each year (each, a “Dividend Payment Date”), commencing on September 30, 2009. If any Dividend Payment Date occurs on a day that is not a Business Day, any accumulated and accrued dividends otherwise payable on such Dividend Payment Date shall be paid on the next succeeding Business Day. Dividends shall be paid to the holders of record of the Series F Preferred as their names shall appear on the share register of the Corporation on the record date for such dividend. Dividends payable in any Dividend Period which is less than a full Dividend Period in length will be computed on the basis of a ninety-day quarterly period and actual days elapsed in such Dividend Period. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time to holders of record on the record date therefor. For any Dividend Period in which dividends are not paid in full in cash on the Dividend Payment Date first succeeding the end of such Dividend Period, then on such Dividend Payment Date such accrued and unpaid dividends shall be accumulated effective at the beginning of the Dividend Period succeeding the Dividend Period as to which such dividends were not paid and shall thereafter accrue additional dividends in respect thereof at the Dividend Rate until such accumulated, accrued and unpaid dividends (whether accrued with respect to the Liquidation Value or any previously accrued dividends) have been paid in full .

               (e) Distribution of Partial Dividend Payments. For so long as any share of Series F Preferred remains outstanding, in the event that full dividends are not paid to the holders of all outstanding shares of Series F Preferred or any Parity Stock with the same dividend payment date or with a dividend payment date during a Dividend Period, and funds available for payment of dividends shall be insufficient to permit payment in full to the holders of Series F Preferred and holders of Parity Stock of the full preferential amounts to which they are then entitled, then the entire amount available for payment of dividends shall be distributed ratably among all such holders of Series F Preferred and holders of Parity Stock in proportion to the full amount to which they would otherwise be respectively entitled.

          Section 4. Priority of Series F Preferred Shares on Dividends and Redemptions. So long as any shares of Series F Preferred remain outstanding, without the prior written consent of the holders of a majority of the outstanding Series F Preferred Shares, the Corporation shall not, nor shall it permit any Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any Junior Stock, nor shall the Corporation directly or indirectly pay or declare any dividend or make any distribution upon any Junior Stock, other than:

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               (a) subject to approval, to the extent required under the Investor Rights Agreement, purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; or

               (b) the payment of any dividends in respect of Junior Stock where the dividend is in the form of the same stock as that on which the dividend is being paid.

Subject to the provisions set forth above in Sections 3 and 4 and the restrictions contained in the Investor Rights Agreement, dividends payable in cash, stock or otherwise, as may be determined by the Board or any duly authorized committee thereof, may be declared and paid on any Junior Stock and Parity Stock from time to time out of any assets legally available for such payment, and holders of Series F Preferred will not be entitled to participate in those dividends.

          Section 5. Liquidation.

               (a) Liquidation. Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of Series F Preferred shall be entitled to be paid, before any distribution or payment is made upon any Junior Stock and subject to the rights of the holders of any Parity Stock upon liquidation and the rights of the Corporation’s creditors, an amount in cash equal to the aggregate Liquidation Value of all Series F Preferred Shares held by such holder (plus all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends)) and the holders of Series F Preferred shall not be entitled to any further payment or have any further right or claim to the Corporation’s assets. If, upon any such liquidation, dissolution or winding up of the Corporation, the Corporation’s assets to be distributed among the holders of Series F Preferred and all holders of any Parity Stock are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Section 5, then the entire assets available to be distributed to the Corporation’s stockholders shall be distributed pro rata among such holders of Series F Preferred and holders of Parity Stock in proportion to the full amounts to which such holders would otherwise be respectively entitled if all amounts thereon were paid in full. Not less than thirty days prior to the payment date stated therein, the Corporation shall mail written notice of any such liquidation, dissolution or winding up to each record holder of Series F Preferred, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Series F Preferred Share in connection with such liquidation, dissolution or winding up.

               (b) Residual Distributions. If the respective aggregate liquidating distributions to which all holders of Series F Preferred and all holders of any Parity Stock are entitled pursuant to Section 5(a) have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

               (c) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series F Preferred receive cash, securities or other property for their shares, or the sale, lease or exchange

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(for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

          Section 6. Redemptions.

               (a) Optional Redemption.

                    (i) Except pursuant to Section 6(b), the Corporation may not redeem the Series F Preferred prior to July [•], 2010. From and after July [•], 2010, the Corporation may at any time and from time to time redeem all or any portion of the Series F Preferred Shares then outstanding pursuant to this Section 6(a) (an “Optional Redemption”). Upon the consummation of any Optional Redemption, the Corporation shall pay to each holder of Series F Preferred a price per Series F Preferred Share (with respect to each Series F Preferred Share to be redeemed in such Optional Redemption, the “Optional Redemption Price”) equal to:

(A)	if such redemption occurs at any time after July [•], 2010 but on or prior to July [•], 2012, then 120% of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends);
(B)	if such redemption occurs at any time after July [•], 2012 but on or prior to July [•], 2014, then 115% of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends); and
(C)	if such redemption occurs at any time after July [•], 2014, then 100% of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends);

provided that if a Change of Control occurs on or prior to the one-year anniversary of the date on which an Optional Redemption is consummated pursuant to this Section 6(a)(i), then the Corporation shall, simultaneously with or prior to such Change of Control, pay to each holder of Series F Preferred an amount per share, in cash, equal to the positive difference, if any, between (1) the Change of Control Price that would have been payable had such prior redemption been consummated as a Mandatory Redemption pursuant to Section 6(b), and (2) the applicable Optional Redemption Price.

                    (ii) The Corporation shall deliver notice of an Optional Redemption to the holders of Series F Preferred at least fifteen days prior to the date of such Optional Redemption (the “Optional Redemption Date”). Such notice shall state the Optional Redemption Date, the Optional Redemption Price, the number of shares of Series F Preferred to be redeemed, and the place or places where certificates for shares of Series F Preferred are to be

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surrendered to the Corporation for redemption by Series F Preferred holder, in the manner and at the place designated.

                    (iii) The number of Series F Preferred Shares to be redeemed from each holder thereof in an Optional Redemption pursuant to this Section 6(a) shall be the number of Series F Preferred Shares determined by multiplying the total number of Series F Preferred Shares to be redeemed times a fraction, the numerator of which shall be the total number of Series F Preferred Shares then held by such holder and the denominator of which shall be the total number of Series F Preferred Shares then outstanding.

               (b) Mandatory Redemption.

                    (i) Immediately prior to or simultaneously with the occurrence of a Change of Control or at such later time as may be specified in writing by any holder of the Series F Preferred, the Corporation shall redeem (such redemption, the “Mandatory Redemption”), upon election in writing by such holder of Series F Preferred, all of the Series F Preferred then outstanding and pay to each holder of Series F Preferred a price per Series F Preferred Share (the “Change of Control Price”) equal to the Liquidation Value thereof (and the accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends)) plus a premium equal to 200% of the sum of (A) the Liquidation Value thereof and (B) all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends).

                    (ii) The Corporation shall provide each holder of Series F Preferred with not less than fifteen days’ written notice prior to the occurrence of a Change of Control (the date on which such Change of Control occurs, the “Mandatory Redemption Date”) or entering into an agreement providing for such Change of Control or, in the case of a Change of Control referred to in clause (ii) of the definition thereof pursuant to a tender offer of which the Corporation has no prior knowledge, promptly after the Corporation discovers that the Change of Control will occur or has occurred. Such notice shall describe in reasonable detail the material terms and the Mandatory Redemption Date (or anticipated timing, in the case of an agreement) to each holder of Series F Preferred, and the Corporation shall give each holder of Series F Preferred prompt written notice of any material change in the terms or timing of such transaction. Any such notice also shall state the Change of Control Price and that the holder is to surrender to the Corporation, at the place or places where certificates for shares of Series F Preferred are to be surrendered for redemption, in the manner and at the price designated, the certificate or certificates representing the shares of Series F Preferred to be redeemed.

               (c) Mechanics of Redemption. Upon receipt of payment of the Optional Redemption Price (in the case of an Optional Redemption) or the Change of Control Price (in the case of the Mandatory Redemption) with respect to each Series F Preferred Share to be redeemed by the holders of Series F Preferred, each holder of Series F Preferred will deliver the certificate(s) evidencing the Series F Preferred to be redeemed by the Corporation, unless such holder is awaiting receipt of a new certificate evidencing such shares from the Corporation pursuant to another provision hereof.

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               (d) Dividends After Redemption Date. No Series F Preferred Share shall be entitled to any dividends accruing after the date on which Optional Redemption Price (in the case of an Optional Redemption) or the Change of Control Price (in the case of the Mandatory Redemption) of such Series F Preferred Share is paid to the holder of such Series F Preferred Share. On such date, all rights of the holder of such Series F Preferred Share shall cease, and such Series F Preferred Share shall no longer be deemed to be issued and outstanding.

          Section 7. Other Rights.

               (a) Board Representation.

                    (i) From and after the Effective Date until the Common Expiration Date, the Majority Trailer Investors may nominate five directors (collectively, the “Investor Directors”) to be elected to the Board. Any such nominee for Investor Director shall be subject to (A) the reasonable approval of the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld, conditioned or delayed), and (B) satisfaction of all legal and governance requirements regarding service as a director of the Corporation; provided that the Corporation shall, at the reasonable request of the Majority Trailer Investors, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any such requirements so as not to any way impede the right of the Majority Trailer Investors to nominate directors. On the Effective Date, the Corporation shall cause the five initial Investor Directors who are named in Section 4.1 of the Investor Rights Agreement to be elected and appointed to the Board. The Corporation from time to time shall take all actions necessary or reasonably required such that the number of members on the Board shall (1) except as otherwise provided herein, consist of no more than seven non-Investor Directors, and (2) if necessary, be increased such that there are sufficient seats on the Board for the Investor Directors to serve on the Board and such vacancies (the “Investor Director Seats”) shall be filled by the Investor Directors, effective as of the Effective Date (or, if later, then the date that the Majority Trailer Investors determine to appoint such Investor Directors). Each Investor Director appointed pursuant to this Section 7(a)(i) shall continue to hold office until such Investor Director’s term expires, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in Section 7(a)(iii).

                    (ii) Prior to the Common Expiration Date, at each meeting of the Corporation’s stockholders at which the election of directors to the Investor Director Seats is to be considered, the Corporation shall, subject to the provisions of Section 7(a)(i) and Section 7(a)(iii), nominate the Investor Director(s) designated by the Majority Trailer Investors for election to the Board by the holders of voting capital stock and solicit proxies from the Corporation’s stockholders in favor of the election of Investor Directors. Subject to the provisions of Section 7(a)(i) and Section 7(a)(iii), the Corporation shall use all reasonable best efforts to cause each Investor Director to be elected to the Board (including voting all unrestricted proxies in favor of the election of such Investor Director and including recommending approval of such Investor Director’s appointment to the Board) and shall not take any action which would diminish the prospects of such Investor Director(s) of being elected to the Board.

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                    (iii) The right of the Majority Trailer Investors to designate the Investor Directors pursuant to Section 7(a)(i) and Section 7(a)(ii) shall terminate on the Common Expiration Date. If the right of the Majority Trailer Investors to nominate Investor Directors terminates pursuant to the immediately preceding sentence, then each Investor Director shall promptly submit his or her resignation as a member of the Board and each applicable Sub Board with immediate effect.

                    (iv) Any elected Investor Director may resign from the Board at any time by giving written notice to the Board. The resignation is effective without acceptance when the notice is given to the Board, unless a later effective time is specified in the notice.

                    (v) So long as the Majority Trailer Investors retain the right to designate Investor Directors, the Corporation shall use all reasonable best efforts to remove any Investor Director only if so directed in writing by the Majority Trailer Investors.

                    (vi) In the event of a vacancy on the Board resulting from the death, disqualification, resignation, retirement or termination of term of office of an Investor Director nominated by the Majority Trailer Investors, the Corporation shall use all reasonable best efforts to fill such vacancy with a representative designated by the Majority Trailer Investors as provided hereunder, in either case, to serve until the next annual or special meeting of the stockholders (and at such meeting, such representative, or another representative designated by the Majority Trailer Investors, will be elected to the Board in the manner set forth in Section 7(a)(ii)).

                    (vii) The Investor Directors and the Board Observer, if any, shall be entitled to reimbursement of reasonable expenses incurred in such capacities, but shall not otherwise be entitled to any compensation from the Corporation in such capacities as Investor Directors or the Board Observer.

                    (viii) Until the Majority Trailer Investors cease to hold, or cease to “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 2% of the issued and outstanding Common Stock of the Corporation, the Majority Trailer Investors shall have the right to designate one non-compensated, non-voting observer (the “Board Observer”) to attend all meetings of the Board as an observer. The Board Observer shall not attend executive sessions or committee meetings without the consent of the majority of the members of the Board or committee members; provided that the Board Observer shall be entitled to attend all meetings of the Audit Committee. The Board Observer shall be entitled to notice of all meetings of the Board and the Audit Committee in the manner that notice is provided to members of the Board or the Audit Committee, as applicable, shall be entitled to receive all materials provided to members of the Board and the Audit Committee, shall be entitled to attend (whether in person, by telephone, or otherwise), subject to the restriction set forth in the immediately preceding sentence, all meetings of the Board and the Audit Committee as a non-voting observer.

                    (ix) Subject to (A) the reasonable approval of the Governance Committee (such approval not to be unreasonably withheld, conditioned or delayed), and (B) satisfaction of all legal and governance requirements regarding service as a director or member

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of any committee of the Corporation or any of its Subsidiaries, at the request of the Majority Trailer Investors, the Corporation shall cause the Investor Directors to have proportional representation (relative to their percentage on the whole Board, but in no event less than one representative) on the boards (or equivalent governing body) of each Subsidiary (each, a “Sub Board”), and each committee of the Board (other than the Audit Committee of the Board (the “Audit Committee”) to the extent prohibited by applicable law or exchange requirements but shall allow one representative to attend meetings of the Audit Committee as a non-voting observer) and each Sub Board. The Corporation shall at the reasonable request of the Majority Trailer Investors, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any requirements regarding service as a director or member of any committee of the Corporation or any of its Subsidiaries.

                    (x) The Corporation shall purchase and maintain directors’ and officers’ liability insurance policy covering each Investor Director effective from the Effective Date (or such later date as such Investor Director is appointed pursuant to Section 7(a)(i) or Section 7(a)(ii)) and shall purchase and maintain for a period of not less than six years from the date of any Investor Director’s death, resignation, retirement, disqualification or termination of term of office as provided in Section 7(a)(iii), a directors’ and officers’ liability insurance tail policy for such Investor Director.

               (b) Approval of the Majority Trailer Investors.

                    (i) From and after the Effective Date until the Preferred Expiration Date, the Corporation and the Board shall not, and shall take all action possible to ensure that each Subsidiary of the Corporation shall not, without the prior written consent of the Majority Trailer Investors (which consent may be withheld in their sole discretion) take any of the following actions or engage in any of the following transactions:

                    (A) directly or indirectly declare or make any Restricted Payment except for payments with respect to the Series E Preferred, Series F Preferred or Series G Preferred (including, in each case, any redemption thereof) as permitted by the Certificates of Designation;

                    (B) authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of (1) any notes or debt securities containing equity or voting features (including any notes or debt securities convertible into or exchangeable for capital stock or other equity securities, issued in connection with the issuance of capital stock or other equity securities or containing profit participation features) or (2) any capital stock, other equity securities or equity-linked securities (or any securities convertible into or exchangeable for any capital stock or other equity securities), except for the issuance of the Registrable Securities;

                    (C) make any loans or advances to, guarantees for the benefit of, or investments in, any Person (other than the Corporation or a wholly-owned direct or indirect Subsidiary of the Corporation), except for (1) reasonable advances to employees in the ordinary course of business consistent with past practice, (2) investments having a stated maturity no greater than one year from the date on which the

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Corporation or any of its Subsidiaries makes such investment in (a) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (b) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million and fully insured by the Federal Deposit Insurance Corporation, or (c) commercial paper with a rating of at least “Prime-1” by Moody’s Investors Service, Inc., and (3) investments expressly permitted pursuant to Section 7(b)(i)(E);

                    (D) liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction (including any reorganization into a limited liability company, a partnership or any other non-corporate entity which is treated as a partnership for federal income tax purposes), unless, in the case of a recapitalization or reorganization, such transaction would result in a Change of Control and the Corporation pays to the holders of the Series E Preferred, the Series F Preferred and the Series G Preferred all amounts then due and owing under the Series E Preferred, the Series F Preferred and the Series G Preferred (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such transaction;

                    (E) directly or indirectly acquire or enter into, or permit any Subsidiary to acquire or enter into, any interest in any Person, business or joint venture (in each case, whether by a purchase of assets, purchase of stock, merger or otherwise), except for acquisitions involving aggregate consideration (whether payable in cash or otherwise) not to exceed $5,000,000 in the aggregate if, at the time of any such acquisition, the Corporation and its Subsidiaries have availability for draw-downs under the Senior Loan Agreement in an amount equal to or exceeding $20,000,000 and the ratio of the aggregate Indebtedness of the Corporation and its Subsidiaries as of the most recent month end to the previous twelve-month EBITDA (as each such term is defined in the Senior Loan Agreement, as in effect on the Effective Date) (such ratio, the “Leverage Ratio”) after giving effect to such acquisition is less than 6:1;

                    (F) reclassify or recapitalize any securities of the Corporation or any of its Subsidiaries, unless such reclassification or recapitalization would result in a Change of Control and the Corporation pays to the holders of the Series E Preferred, the Series F Preferred and the Series G Preferred all amounts then due and owing under the Series E Preferred, the Series F Preferred and the Series G Preferred (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such reclassification or recapitalization;

                    (G) enter into, or permit any Subsidiary to enter into, any line of business other than the lines of business in which those entities are currently engaged and other activities reasonably related thereto;

                    (H) enter into, amend, modify or supplement any agreement, commitment or arrangement with any of the Corporation’s or any of its Subsidiaries’ Affiliates, except for customary employment arrangements and benefit

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programs on reasonable terms and except as otherwise expressly contemplated by this Certificate of Designation, the Investor Rights Agreement or the Purchase Agreement;

                    (I) create, incur, guarantee, assume or suffer to exist, or permit any Subsidiary to create, incur, guarantee, assume or suffer to exist, any Indebtedness, other than (1) Indebtedness pursuant to the Existing Loan Agreement (and refinancings thereof in an aggregate principal amount not in excess $100,000,000 on substantially similar terms), and (2) Indebtedness in an aggregate amount not to exceed $10,000,000, provided that, in the case of this subclause (2), such Indebtedness is created, incurred, guaranteed, assumed or suffered to exist solely to satisfy the Corporation’s and its Subsidiaries’ working capital requirements and the interest rate per annum applicable to such Indebtedness does not exceed 9% and the Leverage Ratio after giving effect to such creation, incurrence, guaranty, assumption of sufferance does not exceed 3:1;

                    (J) (A) engage in any transaction that results in a Change of Control unless the Corporation pays to the holders of the Series E Preferred, the Series F Preferred and the Series G Preferred all amounts then due and owing under the Series E Preferred, the Series F Preferred and the Series G Preferred (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such transaction, or (B) sell, lease or otherwise dispose of more than 2% of the consolidated assets of the Corporation and its Subsidiaries (computed on the basis of book value, determined in accordance with GAAP, or fair market value, determined by the Board in its reasonable good faith judgment) in any transaction or series of related transactions, other than (1) sales of inventory in the ordinary course of business, (2) the arm’s length sale to a third Person that is not an Affiliate of the Corporation or any of its Subsidiaries of the real estate and manufacturing facilities of the Corporation that have been previously identified to Trailer, and (3) in the event that such transaction would result in a Change of Control and the Corporation pays to the holders of the Series E Preferred, the Series F Preferred and the Series G Preferred all amounts then due and owing under the Series E Preferred, the Series F Preferred and the Series G Preferred (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such transaction;

                    (K) become subject to any agreement or instrument which by its terms would (under any circumstances) restrict (A) the right of any Subsidiary to make loans or advances or pay dividends to, transfer property to, or repay any Indebtedness owed to, the Corporation or any Subsidiary or (B) restrict the Corporation’s or any of its Subsidiaries’ right or ability to perform the provisions of this Certificate of Designation, the Investor Rights Agreement or any of the other Transaction Documents or to conduct its business as conducted as of the Effective Date;

                    (L) make any amendment to or rescind (including, in each case, by merger or consolidation) any provision of the certificate of incorporation, articles of incorporation, by-laws or similar organizational documents of the Corporation or any of its Subsidiaries, or file any resolution of the board of directors, board of managers or similar governing body with the applicable secretary of state of the state of

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formation of the Corporation or any of its Subsidiaries which would increase the number of authorized shares of Common Stock or Preferred Stock or adversely affect or otherwise impair the rights of the Investors under the Transaction Documents (including the relative preferences and priorities of the Series E Preferred, the Series F Preferred or the Series G Preferred); or

                    (M) (1) increase the size of the Board or any Sub Board or (2) create or change any committee of the Board or any Sub Board.

                    (ii) If the Corporation violates or is in breach of the Financial Performance Levels, until the Preferred Expiration Date, the Corporation and the Board shall not, and shall take all action possible to ensure that each Subsidiary of the Corporation shall not, without the prior written consent of the Majority Trailer Investors (which consent may be withheld in their sole discretion) take any of the following actions or engage in any of the following transactions:

                    (A) approve the annual budget of the Corporation and its Subsidiaries for any fiscal year or deviate from any annual budget by more than 10% in the aggregate; or

                    (B) approve the employment or termination by the Board of any member of senior management of the Corporation.

               (c) Affirmative Covenants. From and after the Effective Date until the Preferred Expiration Date, the Corporation and the Board shall, and shall take all action possible to ensure that each Subsidiary of the Corporation shall, unless it has received the prior written consent of the Majority Trailer Investors (which consent may be withheld in their sole discretion):

                    (i) at all times cause to be done all things necessary or reasonably required to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary or reasonably required to the conduct of its businesses;

                    (ii) maintain and keep its material properties in good repair, working order and condition (normal wear and tear excepted), and from time to time make all necessary or reasonably required repairs, renewals and replacements so that its businesses may be properly and advantageously conducted in all material respects at all times; provided that in no event shall this Section 7(d)(ii) be deemed to require the making of capital expenditures in excess of the amount approved by the Board;

                    (iii) pay and discharge when payable all taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case, before the same becomes delinquent and before penalties accrue thereon) and all material claims for labor, materials or supplies which if unpaid would by law become a Lien upon any of its property, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with

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generally accepted accounting principles, consistently applied) have been established on its books and financial statements with respect thereto;

                    (iv) comply with all other material obligations which it incurs pursuant to any Material Contract (as such term is defined in the Purchase Agreement), as such obligations become due, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles, consistently applied) have been established on its books and financial statements with respect thereto;

                    (v) comply with all applicable laws, rules and regulations of all governmental authorities in all material respects;

                    (vi) apply for and continue in force with reputable insurance companies adequate insurance covering risks of such types and in such amounts as are customary for companies of similar size as the Corporation and its Subsidiaries and engaged in similar lines of business as the Corporation and its Subsidiaries;

                    (vii) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with GAAP; and

                    (viii) reserve and keep available out of the authorized but unissued shares of Common Stock, solely for the purpose of providing for the exercise of the Warrant, such number of shares of Common Stock as shall from time to time equal the number of shares sufficient to permit the exercise of the Warrant.

               (d) Information Rights.

                    (i) For so long as (x) the Preferred Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (y) the Common Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Corporation, at any time that the Corporation is not required to file periodic reports with the SEC, the Corporation shall deliver to each Preferred Investor and/or Common Investor, as applicable:

                    (A) as soon as practicable, but in any event within ninety days after the end of each fiscal year of the Corporation, for each of the Corporation and each of its Subsidiaries, an income statement for such fiscal year, a balance sheet, and statement of stockholder’s equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with GAAP, and audited and certified by a nationally recognized accounting firm selected by the Corporation and reasonably acceptable to the Majority Common Investors;

                    (B) as soon as practicable, but in any event within thirty days after the end of each of the first three quarters of each fiscal year of the Corporation,

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for the Corporation and each of its Subsidiaries, an unaudited income statement for such quarter, statement of cash flows for such quarter and an unaudited balance sheet as of the end of such quarter;

                    (C) as promptly as practicable but in any event within thirty days of the end of each month, an unaudited income statement and statement of cash flows for such month, and a balance sheet for and as of the end of such month, in reasonable detail;

                    (D) with respect to the financial statements called for in subsections (B) and (C) of this Section 7(d)(i), an instrument executed by the Chief Financial Officer or Chief Executive Officer of the Corporation and certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present in all material respects the financial condition of the Corporation and its Subsidiaries and its results of operation for the period specified, subject to year-end audit adjustment;

                    (E) notices of events that have had or could reasonably be expected to have a material and adverse effect on the Corporation and its Subsidiaries, taken as a whole, as soon as practicable following the occurrence of any such event; and

                    (F) such other information relating to the financial condition, business, prospects or corporate affairs of the Corporation and its Subsidiaries as any Preferred Investor or Common Investor may from time to time reasonably request.

                    (ii) Notwithstanding the foregoing, at all times, the Corporation shall use commercially reasonable efforts to deliver the financial statements listed Section 7(d)(i)(A), Section 7(d)(i)(B) and Section 7(d)(i)(C) promptly after such statements are internally available.

                    (iii) For so long as (A) the Preferred Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (B) the Common Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Corporation, (a) the Corporation shall permit each Preferred Investor and/or Common Investor, as applicable, together with such Investor’s consultants and advisors, to visit and inspect the Corporation’s and its Subsidiaries’ properties, to examine their respective books of account and records and to discuss the Corporation’s and its Subsidiaries’ affairs, finances and accounts with their respective officers and employees, all at such reasonable times as may be requested by such Investor, and (b) the Corporation shall, with reasonable promptness, provide to each Preferred Investor and/or Common Investor, as applicable, such other information and financial data concerning the Corporation and its Subsidiaries as such Investor may reasonably request.

                    (iv) For so long as (A) the Trailer Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (B) the Trailer Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange

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Act) at least 10% of the issued and outstanding Common Stock of the Corporation, the Corporation shall pay the reasonable fees and expenses of any consultant or professional advisor that the Majority Trailer Investors may engage in connection with the Trailer Investors’ interests in the Corporation.

                    (v) For so long as (A) the Preferred Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (B) the Common Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Corporation, the Corporation shall provide to each Preferred Investor and/or Common Investor, as applicable, not later than thirty days before the beginning of each fiscal year of the Corporation, but in any event, ten days prior to presenting such budget to the Board, an annual budget prepared on a monthly basis for the Corporation and its Subsidiaries for such fiscal year (displaying anticipated statements of income and cash flows and balance sheets), and promptly upon preparation thereof any other significant budgets or forecasts prepared by the Corporation and any revisions of such annual or other budgets or forecasts.

               (e) Right Of First Refusal.

                    (i) From and after the Closing Date until the Preferred Expiration Date, the Trailer Investors shall have the right, at their election in accordance with this Section 7(e), to participate in any Subsequent Financing. The Trailer Investors may elect to provide all or any portion of the Subsequent Financing.

                    (ii) At least forty-five days prior to the anticipated consummation of any Subsequent Financing, the Corporation shall deliver a written notice (each, a “Subsequent Financing Notice”) to each Trailer Investor. The Subsequent Financing Notice shall disclose in reasonable detail the proposed terms and conditions of the Subsequent Financing, the amount of proceeds intended to be raised thereunder and the identity, and ownership of capital stock of the Corporation (if applicable), of any other prospective participants in such Subsequent Financing, and shall include a term sheet or similar document relating thereto as an attachment. The Subsequent Financing Notice shall constitute a binding offer to enter into the Subsequent Financing with each Trailer Investor on the terms and conditions set forth in such Subsequent Financing Notice.

                    (iii) Each Trailer Investor may elect to participate in such Subsequent Financing and shall have the right, subject to Section 7(e)(v) below, to fund all or any portion of the Subsequent Financing on the terms and subject to the conditions specified in the Subsequent Financing Notice by delivering written notice of such election to the Corporation within forty days after the delivery of the Subsequent Financing Notice to the Trailer Investors (the “Election Period”). If the Trailer Investors elect to participate in the Subsequent Financing, then the closing of the Subsequent Financing shall occur on the date specified in the Subsequent Financing Notice or on such other date as otherwise may be agreed by the Corporation and the Trailer Investors participating in such Subsequent Financing. If the Trailer Investors fail to deliver such election notices prior to the end of the Election Period, then the Trailer Investors shall be deemed to have notified the Corporation that they do not elect to participate in such Subsequent Financing.

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                    (iv) If any Trailer Investor declines to participate in the Subsequent Financing with respect to its full Pro Rata Portion, then each Trailer Investor electing to purchase its full Pro Rata Portion shall have the right to purchase up to (A) its Pro Rata Portion of the Subsequent Financing, plus (B) a pro rata amount (based upon the relative amount of the participating Trailer Investors’ respective Pro Rata Portions) of the aggregate unallocated Pro Rata Portions of the other Trailer Investors. For purposes of clarity, (1) in the event that there is any amount of a Subsequent Financing that is not requested to be purchased by a Trailer Investor, then any other Trailer Investor shall have the right to purchase such remaining amount of the Subsequent Financing and (2) in no event shall the Trailer Investors have the right to purchase more than 100% of the amount the Subsequent Financing described in any Subsequent Financing Notice, in the aggregate. For purposes hereof, “Pro Rata Portion” means a fraction, the numerator of which is the Total Value of Securities held by a Trailer Investor participating under this Section 7(e)(iv), and the denominator of which is the sum of the aggregate Total Value of Securities held by all Trailer Investors participating under this Section 7(e)(iv).

                    (v) If any portion of a Subsequent Financing is not funded by the Trailer Investors or the Person identified in the Subsequent Financing Notice within sixty days after the delivery of the relevant Subsequent Financing Notice to the Trailer Investors on the same terms described in such Subsequent Financing Notice, then prior to consummating any subsequent Subsequent Financing, the Corporation must deliver a new Subsequent Financing Notice to the Trailer Investors and otherwise follow the procedures set forth in this Section 7(e) (and, for the avoidance of doubt, the Trailer Investors will again have the right of participation set forth above in this Section 7(e)).

                    (vi) Notwithstanding any other provision in this Certificate of Designation to the contrary, the Trailer Investors’ rights to participate in any Subsequent Financing shall be subject to such participation not causing a violation of the NYSE Limitation; provided, however, that the Corporation shall use all commercially reasonable efforts to discuss and explore ways to enable the Trailer Investors to participate in any Subsequent Financing in compliance with the NYSE Limitation.

                    (vii) Upon reasonable prior notice, the Corporation shall make available, during normal business hours, for inspection and review by the Trailer Investors and the representatives of and advisors to the Trailer Investors, all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Corporation as may be reasonably necessary for the purpose of such review, and cause the Corporation’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Trailer Investors or any such representative or advisor, in each case, for the sole purpose of enabling the Trailer Investors and such representatives and advisors and their respective accountants and attorneys to conduct due diligence with respect to the Corporation in connection with such Subsequent Financing.

                    (viii) The Corporation shall not disclose material non-public information to the Trailer Investors, or to advisors to or representatives of the Trailer Investors, unless prior to disclosure of such information the Corporation identifies such information as being material non-public information and provides the Trailer Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material non-public

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information for review and any Trailer Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Corporation with respect thereto; provided, however, that the foregoing shall not restrict the Corporation from disclosing material non-public information to any director or Board Observer, or to their advisors or representatives.

          Section 8. Events of Noncompliance.

               (a) Definition. An “Event of Noncompliance” shall have occurred if:

                    (i) the Corporation fails to make any regular quarterly payment of dividends in cash with respect to the Series F Preferred, beginning with the September 30, 2011 Dividend Payment Date;

                    (ii) the Corporation fails to make any redemption payment with respect to the Series F Preferred which it is required to make hereunder, whether or not such payment is legally permissible or is prohibited by any agreement to which the Corporation is subject;

                    (iii) the Corporation breaches or otherwise fails to perform or observe any covenant or agreement set forth in Section 7 hereof or Article II of the Investor Rights Agreement and, if such breach, failure or Event of Noncompliance, as applicable, is capable of being cured, such breach or failure continues for a period of thirty days or longer;

                    (iv) any representation or warranty contained in Section 3.2, 3.3 or 3.4 of the Purchase Agreement was not true and correct in all respects, at and as of the Issuance Date;

                    (v) the Corporation violates or is in breach of the Financial Performance Levels (as defined in the Investor Rights Agreement) and such violation continues for a period of one hundred eighty days or longer; or

                    (vi) the Corporation or any Subsidiary makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Corporation or any of its Subsidiaries bankrupt or insolvent; or any order for relief with respect to the Corporation or any of its Subsidiaries is entered under the Federal Bankruptcy Code; or the Corporation or any of its Subsidiaries petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Corporation or any of its Subsidiaries or of any substantial part of the assets of the Corporation or any of its Subsidiaries, or commences any proceeding (other than a proceeding for the voluntary liquidation and dissolution of a Subsidiary of the Corporation) relating to the Corporation or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Corporation or any of its Subsidiaries and either (A) the Corporation or any such Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein or (B) such petition, application or proceeding is not dismissed within sixty days.

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          The foregoing shall constitute Events of Noncompliance whatever the reason or cause for any such Event of Noncompliance and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body and regardless of the effects of any subordination provisions.

               (b) Consequences of Events of Noncompliance.

                    (i) If any Event of Noncompliance has occurred and is continuing, then the dividend rate on the Series F Preferred from and after the occurrence of such Event of Noncompliance shall increase immediately by an additional 2.0% per annum, subject to applicable usury laws; provided, that if the Event of Noncompliance is related to the non payment of the cash dividends beginning with the September 30, 2011 Dividend Payment Date (whether or not the Corporation is legally able to pay the dividends), the dividend rate shall automatically increase to (A) the higher of (X) the then prevailing dividend rate and (Y) the then prevailing LIBOR rate plus 14.7% plus 2.0% per annum. Any increase of the dividend rate resulting from the operation of this subparagraph shall terminate as of the close of business on the date on which no Event of Noncompliance exists, subject to subsequent increases pursuant to this paragraph.

                    (ii) If any Specified Event of Noncompliance has occurred and is continuing, then the holder or holders of a majority of the Series F Preferred then outstanding may demand (by written notice delivered to the Corporation), subject to any limitations contained in the Senior Credit Agreement, immediate redemption of all or any portion of the Series F Preferred owned by such holder or holders at a price per Series F Preferred Share equal to the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends). The Corporation shall give prompt written notice of such election to the other holders of Series F Preferred (but in any event within five days after receipt of the initial demand for redemption), and each such other holder may demand immediate redemption of all or any portion of such holder’s Series F Preferred by giving written notice thereof to the Corporation within seven days after receipt of the Corporation’s notice. The Corporation shall redeem all Series F Preferred as to which rights under this paragraph have been exercised within twenty days after receipt of the initial demand for redemption.

                    (iii) If any Event of Noncompliance exists, each holder of Series F Preferred shall also have any other rights which such holder is entitled to under any contract or agreement at any time and any other rights which such holder may have pursuant to applicable law.

          Section 9. Conversion. Holders of Series F Preferred shall have no right to exchange or convert such shares into any other securities.

          Section 10. Voting Rights. Except as otherwise provided herein, in the Investor Rights Agreement and as otherwise required by applicable law, the Series F Preferred Shares shall have no voting rights; provided that each holder of Series F Preferred shall be

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entitled to notice of all stockholders meetings at the same time and in the same manner as notice is given to all stockholders entitled to vote at such meetings.

          Section 11. Amendment and Waiver. No amendment, modification or waiver shall be binding or effective with respect to any provision of the Certificate of Incorporation or the Bylaws that would alter or change the preferences or special rights of the Series F Preferred Shares without the prior written consent of the holders of a majority of the Series F Preferred Shares outstanding at the time such action is taken; provided that no such action shall change (a) the rate at which or the manner in which dividends on the Series F Preferred accrue or the times at which such dividends become payable or the amount payable on redemption of the Series F Preferred or the times at which redemption of Series F Preferred is to occur, or (b) the percentage required to approve any change described in this Section 10 without the prior written consent of the holders of at least 75% of the Series F Preferred then outstanding; and provided further that no amendment, modification, alteration, repeal or waiver of the terms or relative priorities of the Series F Preferred may be accomplished by the merger, consolidation or other transaction of the Corporation with another corporation or entity unless the Corporation has obtained the prior written consent of the holders of the applicable percentage of the Series F Preferred then outstanding.

          Section 12. Registration of Transfer. The Corporation shall keep at its principal office a register for the registration of Series F Preferred Shares. Except in connection with Optional Redemption, Mandatory Redemption or as otherwise set forth herein, upon the surrender of any certificate representing Series F Preferred Shares at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of Series F Preferred Shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of Series F Preferred Shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Series F Preferred Shares represented by such new certificate from the date to which dividends have been fully paid on such Series F Preferred Shares represented by the surrendered certificate.

          Section 13. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Series F Preferred may deem and treat the record holder of any share of Series F Preferred as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

          Section 14. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Series F Preferred, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares

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of Series F Preferred represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

          Section 15. Redeemed or Otherwise Acquired Shares. Any shares of Series F Preferred that are redeemed or otherwise acquired by the Corporation by reason of repurchase, conversion or otherwise shall be automatically and immediately canceled and shall revert to authorized but unissued shares of Preferred Stock, provided, that any such cancelled shares of Series F Preferred shall not be reissued, sold or transferred as shares of Series F Preferred. The Corporation (without the need for stockholder action) may thereafter take such appropriate action as may be necessary to reduce the authorized shares of Series F Preferred accordingly.

          Section 16. Notices. Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (a) to the Corporation, at its principal executive offices, and (b) to any holder of Series F Preferred, at such holder’s address as it from time to time appears in the stock records of the Corporation (unless otherwise indicated by any such holder). Notwithstanding anything herein to the contrary, if Series F Preferred is issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Series F Preferred in any manner permitted by such facility.

          Section 17. Specific Performance. The Corporation hereby acknowledges and agrees that the failure of the Corporation to perform its obligations hereunder, including its failure to pay dividends when due and payable, will cause irreparable injury to the holder of the Series F Preferred, for which damages, even if available, will not be an adequate remedy. Accordingly, the Corporation hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of the Corporation’s obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder.

          Section 18. No Preemptive Rights. Except as set forth in the Investor Rights Agreement, no share of Series F Preferred shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

          Section 19. Limitations under Senior Loan Agreement. Except for payments for which there is an express provision herein for restrictions related to the Senior Loan Agreement, in the event a payment is required to be made by the Corporation hereunder and such payment (or a portion thereof) would not be permitted to be paid pursuant to the terms of the Senior Loan Agreement, the Corporation shall not be in default with respect to non-payment of such payment or the portion thereof, in each case that is not so permitted (the “Deferred Portion”). The Deferred Portion shall accrue and accumulate at an annual interest rate equal to the JPMorgan Chase Prime rate (or that of another nationally recognized financial institution if the JPMorgan Chase Prime rate is not available) (unless another rate and method of calculation is provided for herein) until paid and shall become immediately due and payable at the earliest to

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occur of (a) when permitted by the Senior Loan Agreement and (b) when all loans under the Senior Loan Agreement have been paid off.

          Section 20. Other Terms. Shares of Series F Preferred shall be subject to the other terms, provisions and restrictions set forth in the Certificate of Incorporation with respect to the shares of Preferred Stock of the Corporation.

          Section 21. Indemnity; Expenses.

               (a) The Corporation shall indemnify, exonerate and hold each of the holders of Series F Preferred (each, an “Indemnified Person”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ and accountants’ fees and expenses) incurred by the Indemnified Persons or any of them before or after the Date of Issuance (collectively, the “Indemnified Liabilities”), as a result of, arising out of, or in any way relating to (i) the operations of the Corporation or any of its Subsidiaries or (ii) its capacity as a stockholder or owner of securities of the Corporation (including litigation related thereto); in each case excluding any loss in value of any investment in the Corporation by any Indemnified Person; provided that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Corporation will make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The rights of any Indemnified Person to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnified Person is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnified Persons shall in any event be liable to the Corporation, any of its Subsidiaries, or any of their respective affiliates for any act or omission suffered or taken by such Indemnified Person.

               (b) All reasonable costs and expenses incurred by any holder of Series F Preferred (i) in exercising or enforcing any rights afforded to such holder under this Certificate of Designation or the other Transaction Documents, (ii) in amending, modifying, or revising this Certificate of Designation or any other Certificate of Designation, the Investor Rights Agreement or the Warrant, or (iii) in connection with any transaction, claim, or event which such holder reasonably believes affects the Corporation and as to which such holder seeks the advice of counsel, shall be paid or reimbursed by the Corporation.

     B. Definitions.

     The following terms shall have the meanings specified:

          “Affiliate” means (i) with respect to the Corporation, (A) any other Person (other than the Subsidiaries of the Corporation) which directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such Person, (B) any Person that owns more than 5% of the outstanding stock of the Corporation, and (C) any officer, director or employee of the Corporation, its Subsidiaries or any Person described in subclause (A) or (B) above with a base salary in excess of $100,000 per year or with any

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individual related by blood, marriage or adoption to such officer, director or employee, and (ii) with respect to any Person other than the Corporation, any other Person which directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such first Person.

          “Audit Committee” has the meaning set forth in Article Third, Section 7(a)(ix) hereof.

          “Board” has the meaning set forth in Article Second hereof.

          “Board Observer” has the meaning set forth in Article Third, Section 7(a)(viii) hereof.

          “Business Day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

          “Bylaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.

          “Certificate of Incorporation” has the meaning set forth in Article Second hereof.

          “Certificate of Designation” means this Certificate of Designation, the Series E Certificate of Designation or the Series G Certificate of Designation, as applicable, and “Certificates of Designation” means each of the foregoing, collectively.

          “Change of Control” means (i) any sale or other disposition of all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis in any transaction or series of related transactions, (ii) any sale, transfer or issuance or series of related sales, transfers and/or issuance of shares of the Corporation’s capital stock by the Corporation or any holder thereof which results in any single Person or group (as defined in Rule 13d-5 of the Exchange Act) other than Trailer or any of its Affiliates becoming the beneficial owners of greater than 50.0% of the Corporation’s issued and outstanding Common Stock, (iii) any merger or consolidation to which the Corporation is a party unless after giving effect to such merger no single Person or group (as defined in Rule 13d-5 of the Exchange Act) other than other than Trailer or any of its Affiliates is beneficial owner of capital stock of the Corporation possessing the voting power (under ordinary circumstances) to elect a majority of the Board or the surviving Person’s board of directors (or similar governing body) or becomes the beneficial owner of greater than 50.0% of the Corporation’s or such surviving Person’s issued and outstanding Common Stock, (iv) any sale, transfer, issuance or series of related sales, transfers and/or issuances of shares of the Corporation’s capital stock by the Corporation or any holder thereof which results in Trailer or any of its Affiliates acquiring all of the Corporation’s issued and outstanding Common Stock (other than any portion agreed by any holder of Common Stock to be rolled over or invested in an Affiliate of Trailer in connection with such acquisition) or a “going private” transaction of the Corporation that is led by Trailer or any of its Affiliates, or (v) a merger or consolidation with or into another Person, pursuant to which the holders of equity or equity linked instruments of the Corporation at the time of the execution of the agreement to merge or consolidate own less than 80% of the total equity of the Person surviving or resulting

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from the merger or consolidation, or of a Person owning a majority of the total equity of such surviving or resulting Person.

          “Change of Control Price” has the meaning set forth in Article Third, Section 6(b)(i) hereof.

          “Common Expiration Date” means the date on which the Trailer Investors cease to hold, or cease to “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Corporation.

          “Common Investors” means, collectively, (a) the Trailer Investors, to the extent that the Trailer Investors then hold the Warrant and/or any Registrable Securities, and (b) the Investors who beneficially own a number of Registrable Securities (including, for this purpose, Registrable Securities issuable upon exercise of a Warrant then held by each such Investor) equal to or greater than one-third of the Registrable Securities that were issuable pursuant to the Warrant on the Effective Date.

          “Common Stock” means, collectively, the shares of the Corporation’s Common Stock, par value $0.01 per share.

          “Control” (including the terms “Controlling,” “Controlled by” or “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

          “Corporation” has the meaning set forth in Article First hereof.

          “Dividend Payment Date” has the meaning set forth in Article Third, Section 3(d) hereof.

          “Dividend Period” means the period from, and including, the initial Issuance Date to, but not including, the first Dividend Payment Date following the Issuance Date and thereafter, each quarterly period from, and including, the Dividend Payment Date to, but not including, the next Dividend Payment Date.

          “Dividend Rate” has the meaning set forth in Article Third, Section 3(c) hereof.

          “Effective Date” means August [•], 2009.

          “Election Period” has the meaning set forth in Article Third, Section 7(f)(iii) hereof.

          “Event of Noncompliance” has the meaning set forth in Article Third, Section 8(a) hereof.

          “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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          “Existing Loan Agreement” has the meaning set forth in the definition of Senior Loan Agreement.

          “Fair Market Value” means, for the purposes of valuing the Common Stock, the average of the closing prices of the Common Stock on the New York Stock Exchange reporting system or on the principal stock exchange where Common Stock is traded (as reported in The Wall Street Journal) for a period of five days consisting of, for the purposes of Article Third, Section 7(e), the date on which the Subsequent Financing Notice is delivered and the four consecutive trading days prior to such date; provided that if the Common Stock is not traded on any exchange or over-the-counter market, then the Fair Market Value shall be jointly determined in good faith by the Board and the Majority Common Investors.

          “Financial Performance Levels” means any financial covenant (as such term is commonly understood with respect to credit agreements) as may be in force from time to time under the Senior Loan Agreement after the relevant test contained in such financial covenant has been modified by 5% in favor of the Corporation and its Subsidiaries.

          “GAAP” means United States generally accepted accounting principles, consistently applied, as in effect from time to time.

          “Governance Committee” has the meaning set forth in Article Third, Section 7(a)(i) hereof.

          “Indebtedness” means, without duplication, all obligations (including all obligations for principal, interest, premiums, penalties, fees, and breakage costs) of the Corporation and its Subsidiaries (i) in respect of indebtedness for money borrowed (whether current, short-term or long-term, secured or unsecured, and including all overdrafts and negative cash balances) and indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Corporation or any of its Subsidiaries is responsible or liable; (ii) issued or assumed as the deferred purchase price of property or services, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the ordinary course of business); (iii) under leases required to be capitalized in accordance with GAAP; (iv) secured by a Lien against any of its property or assets; (v) for bankers’ acceptances or similar credit transactions issued for the account of the Corporation or any of its Subsidiaries; (vi) under any currency or interest rate swap, hedge or similar protection device; (vii) under any letters of credit, performance bonds or surety obligations; (viii) under any capital debts, deferred maintenance capital expenditures, distributions payable or income taxes payable; and (ix) in respect of all obligations of other Persons of the type referred to in clauses (i) through (viii) the payment of which the Corporation or any of its Subsidiaries is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations.

          “Indemnified Liabilities” has the meaning set forth in Article Third, Section 20(a) hereof.

          “Indemnified Person” has the meaning set forth in Article Third, Section 20(a) hereof.

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          “Investor Director Seats” has the meaning set forth in Article Third, Section 7(a)(i) hereof.

          “Investor Directors” has the meaning set forth in Article Third, Section 7(a)(i) hereof.

          “Investor Rights Agreement” means that certain Investor Rights Agreement, dated as of the Effective Date, by and between the Corporation and Trailer Investments, LLC, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with its terms.

          “Investor” or “Investors” means, as applicable, Trailer and/or any of its Permitted Transferees.

          “Issuance Date” has the meaning set forth in Article Third, Section 3(c) hereof.

          “Lien” means any mortgage, pledge, lien, deed of trust, conditional sale or other title retention agreement, charge or other security interest or encumbrance securing obligations for the payment of money.

          “Junior Stock” means, collectively, the Common Stock and any capital stock or other equity security of the Corporation that (i) does not expressly provide that it ranks senior in preference or priority to or on parity with the Series F Preferred Shares, or (ii) was not approved by the holders of a majority of the Series F Preferred Shares then outstanding, except for the Series E Preferred, the Series F Preferred and the Series G Preferred.

          “Leverage Ratio” has the meaning set forth in Article Third, Section 7(b)(i)(E) hereof.

          “Liquidation Value” means, as of any particular date and with respect to any Series F Preferred Share, an amount equal to $1,000.

          “Majority Common Investors” means the Common Investors from time to time holding at least a majority, in the aggregate, of the Registrable Securities then outstanding and the rights to acquire Registrable Securities.

          “Majority Trailer Investors” means the Trailer Investors from time to time holding (i) at least a majority of the Series E Preferred, the Series F Preferred and the Series G Preferred then held by all Trailer Investors or (ii) at least a majority, in the aggregate, of the Registrable Securities then held by all Trailer Investors and the rights to acquire Registrable Securities then held by all Trailer Investors.

          “Mandatory Redemption” has the meaning set forth in Article Third, Section 6(b)(i) hereof.

          “NYSE Limitation” means the maximum number of securities of the Corporation that could be issued by the Corporation to the Trailer Investors without triggering a requirement to obtain the approval of the Corporation’s shareholders of such issuance pursuant to Section

25

312.03 of the New York Stock Exchange Listed Corporation Manual, as in effect on the date of issuance of such shares of Common Stock.

          “Optional Redemption” has the meaning set forth in Article Third, Section 6(a)(i) hereof.

          “Optional Redemption Price” has the meaning set forth in Article Third, Section 6(a)(ii) hereof.

          “Optional Redemption Price” has the meaning set forth in Article Third, Section 6(a)(i) hereof.

          “Parity Stock” means the Series E Preferred, the Series F Preferred and the Series G Preferred.

          “Permitted Transferee” means (i) with respect to the Series E Preferred, the Series F Preferred and the Series G Preferred, any Person who acquires all or any portion of the Series E Preferred, the Series F Preferred or the Series G Preferred from Trailer (or any other Permitted Transferee) after the Effective Date, and (ii) with respect to the Warrant or the Warrant Shares, any Person who acquires all or any portion of the Warrant or the Registrable Securities from Trailer (or any other Permitted Transferee) following the Effective Date. Any such transferee shall become bound by the terms of the Investor Rights Agreement as an additional Preferred Investor, Investor and/or Common Investor (as each such term is defined in the Investor Rights Agreement), as applicable, by executing and delivering to the Corporation a joinder agreement in form and substance reasonably acceptable to the Corporation and such transferee. The Corporation shall be furnished with at least three Business Days’ prior written notice of the name and address of such transferee and the securities being Transferred, the representation by the transferee that such Transfer is being made in accordance with the applicable requirements of the Investor Rights Agreement and with all laws applicable thereto. Following the execution and delivery of such joinder agreement by the Corporation and such transferee, such transferee shall constitute one of the Preferred Investors, Investors and/or Common Investors, as applicable, referred to in the Investor Rights Agreement and shall have all of the rights and obligations of a Preferred Investor, Investor and/or Common Investor, as applicable, thereunder.

          “Person” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization and governmental entity or department, agency or political subdivision thereof.

          “Preferred Expiration Date” means the date on which the Trailer Investors cease to hold at least a majority of the Series E Preferred, the Series F Preferred and the Series G Preferred then outstanding.

          “Preferred Investors” means, collectively, the Investors from time to time holding the shares of the Series F Preferred, the Series F Preferred and the Series G Preferred then outstanding.

          “Preferred Stock” means, collectively, the Corporation’s preferred stock, par value $0.01 per share, and any capital stock of any class of the Corporation hereafter authorized

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which is limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Corporation.

          “Pro Rata Portion” has the meaning set forth in Article Third, Section 7(f)(iv) hereof.

          “Purchase Agreement” means that certain Securities Purchase Agreement, dated as of July 17, 2009, by and between the Corporation and Trailer Investments, LLC, as such agreement may from time to time be amended, supplemented or modified in accordance with its terms.

          “Registrable Securities” means, collectively, (i) the Warrant Shares and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; provided that a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement (as defined in the Investor Rights Agreement) or Rule 144 under the Securities Act, or (B) such security becoming eligible for sale by the Investor pursuant to Rule 144(b)(i)(1).

          “Restricted Payment” means: (i) any dividend, other distribution, repurchase or redemption, direct or indirect, on account of any shares of any class of stock of the Corporation or any of its Subsidiaries now or hereafter outstanding; (ii) any payment or prepayment of principal of, premium, if any, or interest on, or any redemption, conversion, exchange, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of the Corporation or any of its Subsidiaries now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of the Corporation or any of its Subsidiaries now or hereafter outstanding; and (iv) any payment by the Corporation or any of its Subsidiaries or of any management, consulting or any fees to any Affiliate of the Corporation, whether pursuant to a management agreement or otherwise, excluding customary compensation of employees of the Corporation and its Subsidiaries.

          “SEC” means the United States Securities and Exchange Commission.

          “SEC Filings” means, collectively, all reports, schedules, forms, statements and other documents required to be filed by the Corporation under the Securities Act or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the prior two-year period.

          “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

          “Senior Loan Agreement” means the Corporation’s Second Amended and Restated Loan and Security Agreement, dated as of March 6, 2007, as amended by the Credit Agreement Amendment, dated as of July 17, 2009 (as amended, modified or otherwise restated from time to time) (the “Existing Loan Agreement”), and any agreement relating to a refinancing, replacement or substitution of the loans under the Existing Loan Agreement or any subsequent Senior Loan Agreement.

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          “Series E Certificate of Designation” means the Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series E Preferred.

          “Series E Preferred” means the Corporation’s Series E Redeemable Preferred Stock, par value $0.01 per share.

          “Series F Preferred” has the meaning set forth in Article Third, Section 1 hereof.

          “Series F Preferred Share” has the meaning set forth in Article Third, Section 3(a) hereof.

          “Series G Certificate of Designation” means the Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series G Preferred.

          “Series G Preferred” means the Corporation’s Series G Redeemable Preferred Stock, par value $0.01 per share.

          “Specified Event of Noncompliance” means any Event of Noncompliance described in Section 8(a)(i), Section 8(a)(ii), Section 8(a)(iii) (provided that, in the case of any Event of Default arising out of Section 7(b)(i), Section 7(c) or Section 7(d) hereof, such Event of Default arose out of any intentional or willful action or omission taken or suffered by the Corporation or any of its Subsidiaries), Section 8(a)(iv), Section 8(a)(v) or Section 8(a)(vi).

          “Sub Board” has the meaning set forth in Article Third, Section 7(a)(ix) hereof.

          “Subsequent Financing” means any private issuance of debt or equity securities or other private financing transaction that, in each case, is consummated by the Corporation (or any of its Subsidiaries, as applicable) following the Effective Date; provided that any issuance of debt securities pursuant to the Senior Loan Agreement shall not constitute a Subsequent Financing under this Certificate of Designation.

          “Subsequent Financing Notice” has the meaning set forth in Article Third, Section 7(f)(ii) hereof.

          “Subsidiary,” when used with respect to any Person, means any other Person of which (i) in the case of a corporation, at least (A) a majority of the equity and (B) a majority of the voting interests are owned or controlled, directly or indirectly, by such first Person, by any one or more of its Subsidiaries, or by such first Person and one or more of its Subsidiaries or (ii) in the case of any Person other than a corporation, such first Person, one or more of its Subsidiaries, or such first Person and one or more of its Subsidiaries (A) owns a majority of the equity interests thereof and (B) has the power to elect or direct the election of a majority of the members of the governing body thereof.

          “Total Value” means, at any particular time and with respect to any Investor, an amount equal to (i) the aggregate Fair Market Value of any Warrant Shares held by such Investor at such time, plus (ii) the aggregate Fair Market Value of any Warrant Shares issuable to such Investor upon exercise of the Warrant by such Investor at such time, plus (iii) the aggregate

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liquidation value (plus accumulated, accrued and unpaid dividends) of the Series E Preferred, Series F Preferred and Series G Preferred held by such Investor at such time.

          “Trailer” means Trailer Investments, LLC, a Delaware limited liability company.

          “Trailer Investors” means (i) Trailer and (ii) any other Person that is a Permitted Transferee of Trailer that is an Affiliate of Trailer (including for this purpose only any investor (and its Affiliates) in any investment fund managed by Lincolnshire Management, Inc.).

          “Transaction Documents” means the Investor Rights Agreement, the Certificates of Designation, the Warrant, the Purchase Agreement and all other documents delivered or required to be delivered by any party hereto pursuant to the Purchase Agreement.

          “Transfer” means any transfer, sale, assignment, pledge, conveyance, loan, hypothecation or other encumbrance or disposition of the Warrant, the Warrant Shares, the Series E Preferred, the Series F Preferred and/or the Series G Preferred.

          “Warrant” means, collectively, (i) the Warrant to purchase shares of Common Stock issued to Trailer pursuant to the Purchase Agreement on the Effective Date, and (ii) any warrants issued in replacement or exchange, or in connection with a Transfer, thereof.

          “Warrant Shares” means the shares of Common Stock issuable upon the exercise of the Warrant.

          FOURTH: The Series F Preferred Stock shall be created upon filing this Certificate of Designation.

[END OF PAGE]
[SIGNATURE PAGE FOLLOWS]

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          IN WITNESS WHEREOF, the undersigned does hereby certify under penalties of perjury that this Certificate of Designation to the Certificate of Incorporation is the act and deed of the undersigned and the facts stated herein are true and accordingly has hereunto set his hand as of August [•], 2009.

WABASH NATIONAL CORPORATION,

a Delaware corporation

By:

Name:

Title:

EXHIBIT E

[FORM OF] CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

OF
SERIES G REDEEMABLE PREFERRED STOCK
OF
WABASH NATIONAL CORPORATION

*  *  *  *

Adopted in accordance with the provisions of Section 151(g) of the
General Corporation Law of the State of Delaware

*  *  *  *

          Richard J. Giromini, being the President and Chief Executive Officer of Wabash National Corporation, a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows:

          FIRST: The name of the corporation is Wabash National Corporation (the “Corporation”).

          SECOND: The Certificate of Incorporation, as amended, of the Corporation (the “Certificate of Incorporation”) authorizes the issuance of 25,000,000 shares of Preferred Stock, par value $0.01 per share, of the Corporation and expressly vests in the Board of Directors of the Corporation (the “Board”) the authority provided therein to issue all of said shares in one or more series and by resolution or resolutions, the designation, number, full or limited voting powers, or the denial of voting powers, preferences and relative, participation, optional, or other special rights, qualifications, limitations or restrictions of each series to be issued.

          THIRD: The Board, pursuant to the authority expressly vested by the Certificate of Incorporation, as amended, has adopted the following resolution creating Series G Redeemable Preferred Stock:

1

     “Be it resolved, that the issuance of Series G Redeemable Preferred Stock, par value $0.01 per share, of the Corporation is hereby authorized, and the designation, voting powers, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions thereof, of the shares of such series, in addition to those set forth in the Certificate of Incorporation of the Corporation, are hereby fixed as follows:

     A. Designation of Series G Preferred Stock

          Section 1. Designation. The distinctive serial designation of such series is “Series G Redeemable Preferred Stock” (“Series G Preferred”). Each share of Series G Preferred shall be identical in all respects to each other share of Series G Preferred. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article B.

          Section 2. Number of Shares. The number of authorized shares of Series G Preferred shall be 10,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of Preferred Stock less the number of shares of Preferred Stock then outstanding) or decreased (but not below the number of shares of Series G Preferred then outstanding) by the Board. Shares of Series G Preferred that are redeemed, purchased or otherwise acquired by the Corporation, or converted into another series of Preferred Stock, shall be canceled and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series.

          Section 3. Dividends.

               (a) General Obligation. The holders of the Series G Preferred shall be entitled to receive preferential dividends, when and as declared by the Board or any duly authorized committee thereof, out of funds legally available for payment of dividends, as provided in this Section 3. Such dividends shall be payable by the Corporation in an amount per share of Series G Preferred (each, a “Series G Preferred Share”) determined by multiplying the Dividend Rate times a fraction the numerator of which is the number of days in such Dividend Period and the denominator of which is three hundred sixty-five.

               (b) Payment of Dividends. Dividends on the Series G Preferred shall be paid in cash and until paid shall be accrued as set forth in Section 3(d). All dividends paid pursuant to this Section 3(b) shall be paid in equal pro rata proportions to the holders entitled thereto.

               (c) Dividend Rate. Except as otherwise provided herein, dividends on each Series G Preferred Share shall accrue on a daily basis at the rate of 18.0% per annum (as adjusted from time to time in accordance with the terms hereof, the “Dividend Rate”) of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends) from and including the Issuance Date of such Series G Preferred Share. On August [• ], 2014 and on the [• ] day of each third month thereafter, the Dividend Rate shall increase by an additional

2

0.5%, subject to applicable usury laws. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, such dividends shall be cumulative and all accrued and unpaid dividends shall be fully paid or declared with funds irrevocably set apart for payment before any dividends, distributions, redemptions or other payments may be declared or paid with respect to any Junior Stock (except as otherwise expressly provided herein). The date on which the Corporation initially issues any Series G Preferred Share shall be deemed to be its date of issuance (the “Issuance Date”) regardless of the number of times transfer of such Series G Preferred Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Series G Preferred Share.

               (d) Dividend Payment Dates; Calculation of Dividend. Dividends shall be payable in cash quarterly in arrears when and as declared by the Board, or any duly authorized committee thereof, on March 31, June 30, September 30 and December 31 of each year (each, a “Dividend Payment Date”), commencing on September 30, 2009. If any Dividend Payment Date occurs on a day that is not a Business Day, any accumulated and accrued dividends otherwise payable on such Dividend Payment Date shall be paid on the next succeeding Business Day. Dividends shall be paid to the holders of record of the Series G Preferred as their names shall appear on the share register of the Corporation on the record date for such dividend. Dividends payable in any Dividend Period which is less than a full Dividend Period in length will be computed on the basis of a ninety-day quarterly period and actual days elapsed in such Dividend Period. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time to holders of record on the record date therefor. For any Dividend Period in which dividends are not paid in full in cash on the Dividend Payment Date first succeeding the end of such Dividend Period, then on such Dividend Payment Date such accrued and unpaid dividends shall be accumulated effective at the beginning of the Dividend Period succeeding the Dividend Period as to which such dividends were not paid and shall thereafter accrue additional dividends in respect thereof at the Dividend Rate until such accumulated, accrued and unpaid dividends (whether accrued with respect to the Liquidation Value or any previously accrued dividends) have been paid in full .

               (e) Distribution of Partial Dividend Payments. For so long as any share of Series G Preferred remains outstanding, in the event that full dividends are not paid to the holders of all outstanding shares of Series G Preferred or any Parity Stock with the same dividend payment date or with a dividend payment date during a Dividend Period, and funds available for payment of dividends shall be insufficient to permit payment in full to the holders of Series G Preferred and holders of Parity Stock of the full preferential amounts to which they are then entitled, then the entire amount available for payment of dividends shall be distributed ratably among all such holders of Series G Preferred and holders of Parity Stock in proportion to the full amount to which they would otherwise be respectively entitled.

          Section 4. Priority of Series G Preferred Shares on Dividends and Redemptions. So long as any shares of Series G Preferred remain outstanding, without the prior written consent of the holders of a majority of the outstanding Series G Preferred Shares, the Corporation shall not, nor shall it permit any Subsidiary to, redeem, purchase or otherwise

3

acquire directly or indirectly any Junior Stock, nor shall the Corporation directly or indirectly pay or declare any dividend or make any distribution upon any Junior Stock, other than:

               (a) subject to approval, to the extent required under the Investor Rights Agreement, purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; or

               (b) the payment of any dividends in respect of Junior Stock where the dividend is in the form of the same stock as that on which the dividend is being paid.

Subject to the provisions set forth above in Sections 3 and 4 and the restrictions contained in the Investor Rights Agreement, dividends payable in cash, stock or otherwise, as may be determined by the Board or any duly authorized committee thereof, may be declared and paid on any Junior Stock and Parity Stock from time to time out of any assets legally available for such payment, and holders of Series G Preferred will not be entitled to participate in those dividends.

          Section 5. Liquidation.

               (a) Liquidation. Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of Series G Preferred shall be entitled to be paid, before any distribution or payment is made upon any Junior Stock and subject to the rights of the holders of any Parity Stock upon liquidation and the rights of the Corporation’s creditors, an amount in cash equal to the aggregate Liquidation Value of all Series G Preferred Shares held by such holder (plus all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends)) and the holders of Series G Preferred shall not be entitled to any further payment or have any further right or claim to the Corporation’s assets. If, upon any such liquidation, dissolution or winding up of the Corporation, the Corporation’s assets to be distributed among the holders of Series G Preferred and all holders of any Parity Stock are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Section 5, then the entire assets available to be distributed to the Corporation’s stockholders shall be distributed pro rata among such holders of Series G Preferred and holders of Parity Stock in proportion to the full amounts to which such holders would otherwise be respectively entitled if all amounts thereon were paid in full. Not less than thirty days prior to the payment date stated therein, the Corporation shall mail written notice of any such liquidation, dissolution or winding up to each record holder of Series G Preferred, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Series G Preferred Share in connection with such liquidation, dissolution or winding up.

               (b) Residual Distributions. If the respective aggregate liquidating distributions to which all holders of Series G Preferred and all holders of any Parity Stock are entitled pursuant to Section 5(a) have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

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               (c) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series G Preferred receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

          Section 6. Redemptions.

               (a) Optional Redemption.

                    (i) Except pursuant to Section 6(b), the Corporation may not redeem the Series G Preferred prior to July [• ], 2010. From and after July [• ], 2010, the Corporation may at any time and from time to time redeem all or any portion of the Series G Preferred Shares then outstanding pursuant to this Section 6(a) (an “Optional Redemption”). Upon the consummation of any Optional Redemption, the Corporation shall pay to each holder of Series G Preferred a price per Series G Preferred Share (with respect to each Series G Preferred Share to be redeemed in such Optional Redemption, the “Optional Redemption Price”) equal to:

(A)	if such redemption occurs at any time after July [•], 2010 but on or prior to July [•], 2012, then 120% of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends);
(B)	if such redemption occurs at any time after July [• ], 2012 but on or prior to July [• ], 2014, then 115% of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends); and
(C)	if such redemption occurs at any time after July [• ], 2014, then 100% of the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends);

provided that if a Change of Control occurs on or prior to the one-year anniversary of the date on which an Optional Redemption is consummated pursuant to this Section 6(a)(i), then the Corporation shall, simultaneously with or prior to such Change of Control, pay to each holder of Series G Preferred an amount per share, in cash, equal to the positive difference, if any, between (1) the Change of Control Price that would have been payable had such prior redemption been consummated as a Mandatory Redemption pursuant to Section 6(b), and (2) the applicable Optional Redemption Price.

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                    (ii) The Corporation shall deliver notice of an Optional Redemption to the holders of Series G Preferred at least fifteen days prior to the date of such Optional Redemption (the “Optional Redemption Date”). Such notice shall state the Optional Redemption Date, the Optional Redemption Price, the number of shares of Series G Preferred to be redeemed, and the place or places where certificates for shares of Series G Preferred are to be surrendered to the Corporation for redemption by Series G Preferred holder, in the manner and at the place designated.

                    (iii) The number of Series G Preferred Shares to be redeemed from each holder thereof in an Optional Redemption pursuant to this Section 6(a) shall be the number of Series G Preferred Shares determined by multiplying the total number of Series G Preferred Shares to be redeemed times a fraction, the numerator of which shall be the total number of Series G Preferred Shares then held by such holder and the denominator of which shall be the total number of Series G Preferred Shares then outstanding.

               (b) Mandatory Redemption.

                    (i) Immediately prior to or simultaneously with the occurrence of a Change of Control or at such later time as may be specified in writing by any holder of the Series G Preferred, the Corporation shall redeem (such redemption, the “Mandatory Redemption”), upon election in writing by such holder of Series G Preferred, all of the Series G Preferred then outstanding and pay to each holder of Series G Preferred a price per Series G Preferred Share (the “Change of Control Price”) equal to the Liquidation Value thereof (and the accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends)) plus a premium equal to 225% of the sum of (A) the Liquidation Value thereof and (B) all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends).

                    (ii) The Corporation shall provide each holder of Series G Preferred with not less than fifteen days’ written notice prior to the occurrence of a Change of Control (the date on which such Change of Control occurs, the “Mandatory Redemption Date”) or entering into an agreement providing for such Change of Control or, in the case of a Change of Control referred to in clause (ii) of the definition thereof pursuant to a tender offer of which the Corporation has no prior knowledge, promptly after the Corporation discovers that the Change of Control will occur or has occurred. Such notice shall describe in reasonable detail the material terms and the Mandatory Redemption Date (or anticipated timing, in the case of an agreement) to each holder of Series G Preferred, and the Corporation shall give each holder of Series G Preferred prompt written notice of any material change in the terms or timing of such transaction. Any such notice also shall state the Change of Control Price and that the holder is to surrender to the Corporation, at the place or places where certificates for shares of Series G Preferred are to be surrendered for redemption, in the manner and at the price designated, the certificate or certificates representing the shares of Series G Preferred to be redeemed.

               (c) Mechanics of Redemption. Upon receipt of payment of the Optional Redemption Price (in the case of an Optional Redemption) or the Change of Control Price (in the case of the Mandatory Redemption) with respect to each Series G Preferred Share to

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be redeemed by the holders of Series G Preferred, each holder of Series G Preferred will deliver the certificate(s) evidencing the Series G Preferred to be redeemed by the Corporation, unless such holder is awaiting receipt of a new certificate evidencing such shares from the Corporation pursuant to another provision hereof.

               (d) Dividends After Redemption Date. No Series G Preferred Share shall be entitled to any dividends accruing after the date on which Optional Redemption Price (in the case of an Optional Redemption) or the Change of Control Price (in the case of the Mandatory Redemption) of such Series G Preferred Share is paid to the holder of such Series G Preferred Share. On such date, all rights of the holder of such Series G Preferred Share shall cease, and such Series G Preferred Share shall no longer be deemed to be issued and outstanding.

          Section 7. Other Rights.

               (a) Board Representation.

                    (i) From and after the Effective Date until the Common Expiration Date, the Majority Trailer Investors may nominate five directors (collectively, the “Investor Directors”) to be elected to the Board. Any such nominee for Investor Director shall be subject to (A) the reasonable approval of the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld, conditioned or delayed), and (B) satisfaction of all legal and governance requirements regarding service as a director of the Corporation; provided that the Corporation shall, at the reasonable request of the Majority Trailer Investors, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any such requirements so as not to any way impede the right of the Majority Trailer Investors to nominate directors. On the Effective Date, the Corporation shall cause the five initial Investor Directors who are named in Section 4.1 of the Investor Rights Agreement to be elected and appointed to the Board. The Corporation from time to time shall take all actions necessary or reasonably required such that the number of members on the Board shall (1) except as otherwise provided herein, consist of no more than seven non-Investor Directors, and (2) if necessary, be increased such that there are sufficient seats on the Board for the Investor Directors to serve on the Board and such vacancies (the “Investor Director Seats”) shall be filled by the Investor Directors, effective as of the Effective Date (or, if later, then the date that the Majority Trailer Investors determine to appoint such Investor Directors). Each Investor Director appointed pursuant to this Section 7(a)(i) shall continue to hold office until such Investor Director’s term expires, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in Section 7(a)(iii).

                    (ii) Prior to the Common Expiration Date, at each meeting of the Corporation’s stockholders at which the election of directors to the Investor Director Seats is to be considered, the Corporation shall, subject to the provisions of Section 7(a)(i) and Section 7(a)(iii), nominate the Investor Director(s) designated by the Majority Trailer Investors for election to the Board by the holders of voting capital stock and solicit proxies from the Corporation’s stockholders in favor of the election of Investor Directors. Subject to the provisions of Section 7(a)(i) and Section 7(a)(iii), the Corporation shall use all reasonable best efforts to cause each Investor Director to be elected to the Board (including voting all

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unrestricted proxies in favor of the election of such Investor Director and including recommending approval of such Investor Director’s appointment to the Board) and shall not take any action which would diminish the prospects of such Investor Director(s) of being elected to the Board.

                    (iii) The right of the Majority Trailer Investors to designate the Investor Directors pursuant to Section 7(a)(i) and Section 7(a)(ii) shall terminate on the Common Expiration Date. If the right of the Majority Trailer Investors to nominate Investor Directors terminates pursuant to the immediately preceding sentence, then each Investor Director shall promptly submit his or her resignation as a member of the Board and each applicable Sub Board with immediate effect.

                    (iv) Any elected Investor Director may resign from the Board at any time by giving written notice to the Board. The resignation is effective without acceptance when the notice is given to the Board, unless a later effective time is specified in the notice.

                    (v) So long as the Majority Trailer Investors retain the right to designate Investor Directors, the Corporation shall use all reasonable best efforts to remove any Investor Director only if so directed in writing by the Majority Trailer Investors.

                    (vi) In the event of a vacancy on the Board resulting from the death, disqualification, resignation, retirement or termination of term of office of an Investor Director nominated by the Majority Trailer Investors, the Corporation shall use all reasonable best efforts to fill such vacancy with a representative designated by the Majority Trailer Investors as provided hereunder, in either case, to serve until the next annual or special meeting of the stockholders (and at such meeting, such representative, or another representative designated by the Majority Trailer Investors, will be elected to the Board in the manner set forth in Section 7(a)(ii)).

                    (vii) The Investor Directors and the Board Observer, if any, shall be entitled to reimbursement of reasonable expenses incurred in such capacities, but shall not otherwise be entitled to any compensation from the Corporation in such capacities as Investor Directors or the Board Observer.

                    (viii) Until the Majority Trailer Investors cease to hold, or cease to “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 2% of the issued and outstanding Common Stock of the Corporation, the Majority Trailer Investors shall have the right to designate one non-compensated, non-voting observer (the “Board Observer”) to attend all meetings of the Board as an observer. The Board Observer shall not attend executive sessions or committee meetings without the consent of the majority of the members of the Board or committee members; provided that the Board Observer shall be entitled to attend all meetings of the Audit Committee. The Board Observer shall be entitled to notice of all meetings of the Board and the Audit Committee in the manner that notice is provided to members of the Board or the Audit Committee, as applicable, shall be entitled to receive all materials provided to members of the Board and the Audit Committee, shall be entitled to attend (whether in person, by telephone, or otherwise), subject to the restriction set forth in the

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immediately preceding sentence, all meetings of the Board and the Audit Committee as a non-voting observer.

                    (ix) Subject to (A) the reasonable approval of the Governance Committee (such approval not to be unreasonably withheld, conditioned or delayed), and (B) satisfaction of all legal and governance requirements regarding service as a director or member of any committee of the Corporation or any of its Subsidiaries, at the request of the Majority Trailer Investors, the Corporation shall cause the Investor Directors to have proportional representation (relative to their percentage on the whole Board, but in no event less than one representative) on the boards (or equivalent governing body) of each Subsidiary (each, a “Sub Board”), and each committee of the Board (other than the Audit Committee of the Board (the “Audit Committee”) to the extent prohibited by applicable law or exchange requirements but shall allow one representative to attend meetings of the Audit Committee as a non-voting observer) and each Sub Board. The Corporation shall at the reasonable request of the Majority Trailer Investors, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any requirements regarding service as a director or member of any committee of the Corporation or any of its Subsidiaries.

                    (x) The Corporation shall purchase and maintain directors’ and officers’ liability insurance policy covering each Investor Director effective from the Effective Date (or such later date as such Investor Director is appointed pursuant to Section 7(a)(i) or Section 7(a)(ii)) and shall purchase and maintain for a period of not less than six years from the date of any Investor Director’s death, resignation, retirement, disqualification or termination of term of office as provided in Section 7(a)(iii), a directors’ and officers’ liability insurance tail policy for such Investor Director.

               (b) Approval of the Majority Trailer Investors.

                    (i) From and after the Effective Date until the Preferred Expiration Date, the Corporation and the Board shall not, and shall take all action possible to ensure that each Subsidiary of the Corporation shall not, without the prior written consent of the Majority Trailer Investors (which consent may be withheld in their sole discretion) take any of the following actions or engage in any of the following transactions:

                    (A) directly or indirectly declare or make any Restricted Payment except for payments with respect to the Series E Preferred, Series F Preferred or Series G Preferred (including, in each case, any redemption thereof) as permitted by the Certificates of Designation;

                    (B) authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of (1) any notes or debt securities containing equity or voting features (including any notes or debt securities convertible into or exchangeable for capital stock or other equity securities, issued in connection with the issuance of capital stock or other equity securities or containing profit participation features) or (2) any capital stock, other equity securities or equity-linked securities (or any securities convertible into or exchangeable for any capital stock or other equity securities), except for the issuance of the Registrable Securities;

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               (C) make any loans or advances to, guarantees for the benefit of, or investments in, any Person (other than the Corporation or a wholly-owned direct or indirect Subsidiary of the Corporation), except for (1) reasonable advances to employees in the ordinary course of business consistent with past practice, (2) investments having a stated maturity no greater than one year from the date on which the Corporation or any of its Subsidiaries makes such investment in (a) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (b) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million and fully insured by the Federal Deposit Insurance Corporation, or (c) commercial paper with a rating of at least “Prime-1” by Moody’s Investors Service, Inc., and (3) investments expressly permitted pursuant to Section 7(b)(i)(E);

               (D) liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction (including any reorganization into a limited liability company, a partnership or any other non-corporate entity which is treated as a partnership for federal income tax purposes), unless, in the case of a recapitalization or reorganization, such transaction would result in a Change of Control and the Corporation pays to the holders of the Series E Preferred, the Series F Preferred and the Series G Preferred all amounts then due and owing under the Series E Preferred, the Series F Preferred and the Series G Preferred (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such transaction;

               (E) directly or indirectly acquire or enter into, or permit any Subsidiary to acquire or enter into, any interest in any Person, business or joint venture (in each case, whether by a purchase of assets, purchase of stock, merger or otherwise), except for acquisitions involving aggregate consideration (whether payable in cash or otherwise) not to exceed $5,000,000 in the aggregate if, at the time of any such acquisition, the Corporation and its Subsidiaries have availability for draw-downs under the Senior Loan Agreement in an amount equal to or exceeding $20,000,000 and the ratio of the aggregate Indebtedness of the Corporation and its Subsidiaries as of the most recent month end to the previous twelve-month EBITDA (as each such term is defined in the Senior Loan Agreement, as in effect on the Effective Date) (such ratio, the “Leverage Ratio”) after giving effect to such acquisition is less than 6:1;

               (F) reclassify or recapitalize any securities of the Corporation or any of its Subsidiaries, unless such reclassification or recapitalization would result in a Change of Control and the Corporation pays to the holders of the Series E Preferred, the Series F Preferred and the Series G Preferred all amounts then due and owing under the Series E Preferred, the Series F Preferred and the Series G Preferred (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such reclassification or recapitalization;

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               (G) enter into, or permit any Subsidiary to enter into, any line of business other than the lines of business in which those entities are currently engaged and other activities reasonably related thereto;

               (H) enter into, amend, modify or supplement any agreement, commitment or arrangement with any of the Corporation’s or any of its Subsidiaries’ Affiliates, except for customary employment arrangements and benefit programs on reasonable terms and except as otherwise expressly contemplated by this Certificate of Designation, the Investor Rights Agreement or the Purchase Agreement;

               (I) create, incur, guarantee, assume or suffer to exist, or permit any Subsidiary to create, incur, guarantee, assume or suffer to exist, any Indebtedness, other than (1) Indebtedness pursuant to the Existing Loan Agreement (and refinancings thereof in an aggregate principal amount not in excess $100,000,000 on substantially similar terms), and (2) Indebtedness in an aggregate amount not to exceed $10,000,000, provided that, in the case of this subclause (2), such Indebtedness is created, incurred, guaranteed, assumed or suffered to exist solely to satisfy the Corporation’s and its Subsidiaries’ working capital requirements and the interest rate per annum applicable to such Indebtedness does not exceed 9% and the Leverage Ratio after giving effect to such creation, incurrence, guaranty, assumption of sufferance does not exceed 3:1;

               (J) (A) engage in any transaction that results in a Change of Control unless the Corporation pays to the holders of the Series E Preferred, the Series F Preferred and the Series G Preferred all amounts then due and owing under the Series E Preferred, the Series F Preferred and the Series G Preferred (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such transaction, or (B) sell, lease or otherwise dispose of more than 2% of the consolidated assets of the Corporation and its Subsidiaries (computed on the basis of book value, determined in accordance with GAAP, or fair market value, determined by the Board in its reasonable good faith judgment) in any transaction or series of related transactions, other than (1) sales of inventory in the ordinary course of business, (2) the arm’s length sale to a third Person that is not an Affiliate of the Corporation or any of its Subsidiaries of the real estate and manufacturing facilities of the Corporation that have been previously identified to Trailer, and (3) in the event that such transaction would result in a Change of Control and the Corporation pays to the holders of the Series E Preferred, the Series F Preferred and the Series G Preferred all amounts then due and owing under the Series E Preferred, the Series F Preferred and the Series G Preferred (including the premium payable in connection with any redemption relating to a Change of Control) prior to or contemporaneous with the consummation of such transaction;

               (K) become subject to any agreement or instrument which by its terms would (under any circumstances) restrict (A) the right of any Subsidiary to make loans or advances or pay dividends to, transfer property to, or repay any Indebtedness owed to, the Corporation or any Subsidiary or (B) restrict the Corporation’s or any of its Subsidiaries’ right or ability to perform the provisions of this

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Certificate of Designation, the Investor Rights Agreement or any of the other Transaction Documents or to conduct its business as conducted as of the Effective Date;

               (L) make any amendment to or rescind (including, in each case, by merger or consolidation) any provision of the certificate of incorporation, articles of incorporation, by-laws or similar organizational documents of the Corporation or any of its Subsidiaries, or file any resolution of the board of directors, board of managers or similar governing body with the applicable secretary of state of the state of formation of the Corporation or any of its Subsidiaries which would increase the number of authorized shares of Common Stock or Preferred Stock or adversely affect or otherwise impair the rights of the Investors under the Transaction Documents (including the relative preferences and priorities of the Series E Preferred, the Series F Preferred or the Series G Preferred); or

               (M) (1) increase the size of the Board or any Sub Board or (2) create or change any committee of the Board or any Sub Board.

               (ii) If the Corporation violates or is in breach of the Financial Performance Levels, until the Preferred Expiration Date, the Corporation and the Board shall not, and shall take all action possible to ensure that each Subsidiary of the Corporation shall not, without the prior written consent of the Majority Trailer Investors (which consent may be withheld in their sole discretion) take any of the following actions or engage in any of the following transactions:

               (A) approve the annual budget of the Corporation and its Subsidiaries for any fiscal year or deviate from any annual budget by more than 10% in the aggregate; or

               (B) approve the employment or termination by the Board of any member of senior management of the Corporation.

               (c) Affirmative Covenants. From and after the Effective Date until the Preferred Expiration Date, the Corporation and the Board shall, and shall take all action possible to ensure that each Subsidiary of the Corporation shall, unless it has received the prior written consent of the Majority Trailer Investors (which consent may be withheld in their sole discretion):

                    (i) at all times cause to be done all things necessary or reasonably required to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary or reasonably required to the conduct of its businesses;

                    (ii) maintain and keep its material properties in good repair, working order and condition (normal wear and tear excepted), and from time to time make all necessary or reasonably required repairs, renewals and replacements so that its businesses may be properly and advantageously conducted in all material respects at all times; provided that in no event shall this Section 7(d)(ii) be deemed to require the making of capital expenditures in excess of the amount approved by the Board;

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                    (iii) pay and discharge when payable all taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case, before the same becomes delinquent and before penalties accrue thereon) and all material claims for labor, materials or supplies which if unpaid would by law become a Lien upon any of its property, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles, consistently applied) have been established on its books and financial statements with respect thereto;

                    (iv) comply with all other material obligations which it incurs pursuant to any Material Contract (as such term is defined in the Purchase Agreement), as such obligations become due, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles, consistently applied) have been established on its books and financial statements with respect thereto;

                    (v) comply with all applicable laws, rules and regulations of all governmental authorities in all material respects;

                    (vi) apply for and continue in force with reputable insurance companies adequate insurance covering risks of such types and in such amounts as are customary for companies of similar size as the Corporation and its Subsidiaries and engaged in similar lines of business as the Corporation and its Subsidiaries;

                    (vii) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with GAAP; and

                    (viii) reserve and keep available out of the authorized but unissued shares of Common Stock, solely for the purpose of providing for the exercise of the Warrant, such number of shares of Common Stock as shall from time to time equal the number of shares sufficient to permit the exercise of the Warrant.

               (d) Information Rights.

                    (i) For so long as (x) the Preferred Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (y) the Common Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Corporation, at any time that the Corporation is not required to file periodic reports with the SEC, the Corporation shall deliver to each Preferred Investor and/or Common Investor, as applicable:

                    (A) as soon as practicable, but in any event within ninety days after the end of each fiscal year of the Corporation, for each of the Corporation and each of its Subsidiaries, an income statement for such fiscal year, a balance sheet, and statement of stockholder’s equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in

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reasonable detail, prepared in accordance with GAAP, and audited and certified by a nationally recognized accounting firm selected by the Corporation and reasonably acceptable to the Majority Common Investors;

               (B) as soon as practicable, but in any event within thirty days after the end of each of the first three quarters of each fiscal year of the Corporation, for the Corporation and each of its Subsidiaries, an unaudited income statement for such quarter, statement of cash flows for such quarter and an unaudited balance sheet as of the end of such quarter;

               (C) as promptly as practicable but in any event within thirty days of the end of each month, an unaudited income statement and statement of cash flows for such month, and a balance sheet for and as of the end of such month, in reasonable detail;

               (D) with respect to the financial statements called for in subsections (B) and (C) of this Section 7(d)(i), an instrument executed by the Chief Financial Officer or Chief Executive Officer of the Corporation and certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present in all material respects the financial condition of the Corporation and its Subsidiaries and its results of operation for the period specified, subject to year-end audit adjustment;

               (E) notices of events that have had or could reasonably be expected to have a material and adverse effect on the Corporation and its Subsidiaries, taken as a whole, as soon as practicable following the occurrence of any such event; and

               (F) such other information relating to the financial condition, business, prospects or corporate affairs of the Corporation and its Subsidiaries as any Preferred Investor or Common Investor may from time to time reasonably request.

               (ii) Notwithstanding the foregoing, at all times, the Corporation shall use commercially reasonable efforts to deliver the financial statements listed Section 7(d)(i)(A), Section 7(d)(i)(B) and Section 7(d)(i)(C) promptly after such statements are internally available.

               (iii) For so long as (A) the Preferred Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (B) the Common Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Corporation, (a) the Corporation shall permit each Preferred Investor and/or Common Investor, as applicable, together with such Investor’s consultants and advisors, to visit and inspect the Corporation’s and its Subsidiaries’ properties, to examine their respective books of account and records and to discuss the Corporation’s and its Subsidiaries’ affairs, finances and accounts with their respective officers and employees, all at such reasonable times as may be requested by such Investor, and (b) the Corporation shall, with reasonable promptness, provide to each Preferred

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Investor and/or Common Investor, as applicable, such other information and financial data concerning the Corporation and its Subsidiaries as such Investor may reasonably request.

                    (iv) For so long as (A) the Trailer Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (B) the Trailer Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Corporation, the Corporation shall pay the reasonable fees and expenses of any consultant or professional advisor that the Majority Trailer Investors may engage in connection with the Trailer Investors’ interests in the Corporation.

                    (v) For so long as (A) the Preferred Investors hold at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or (B) the Common Investors in the aggregate hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Corporation, the Corporation shall provide to each Preferred Investor and/or Common Investor, as applicable, not later than thirty days before the beginning of each fiscal year of the Corporation, but in any event, ten days prior to presenting such budget to the Board, an annual budget prepared on a monthly basis for the Corporation and its Subsidiaries for such fiscal year (displaying anticipated statements of income and cash flows and balance sheets), and promptly upon preparation thereof any other significant budgets or forecasts prepared by the Corporation and any revisions of such annual or other budgets or forecasts.

               (e) Right Of First Refusal.

                    (i) From and after the Closing Date until the Preferred Expiration Date, the Trailer Investors shall have the right, at their election in accordance with this Section 7(e), to participate in any Subsequent Financing. The Trailer Investors may elect to provide all or any portion of the Subsequent Financing.

                    (ii) At least forty-five days prior to the anticipated consummation of any Subsequent Financing, the Corporation shall deliver a written notice (each, a “Subsequent Financing Notice”) to each Trailer Investor. The Subsequent Financing Notice shall disclose in reasonable detail the proposed terms and conditions of the Subsequent Financing, the amount of proceeds intended to be raised thereunder and the identity, and ownership of capital stock of the Corporation (if applicable), of any other prospective participants in such Subsequent Financing, and shall include a term sheet or similar document relating thereto as an attachment. The Subsequent Financing Notice shall constitute a binding offer to enter into the Subsequent Financing with each Trailer Investor on the terms and conditions set forth in such Subsequent Financing Notice.

                    (iii) Each Trailer Investor may elect to participate in such Subsequent Financing and shall have the right, subject to Section 7(e)(v) below, to fund all or any portion of the Subsequent Financing on the terms and subject to the conditions specified in the Subsequent Financing Notice by delivering written notice of such election to the Corporation within forty days after the delivery of the Subsequent Financing Notice to the Trailer Investors (the “Election Period”). If the Trailer Investors elect to participate in the Subsequent Financing,

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then the closing of the Subsequent Financing shall occur on the date specified in the Subsequent Financing Notice or on such other date as otherwise may be agreed by the Corporation and the Trailer Investors participating in such Subsequent Financing. If the Trailer Investors fail to deliver such election notices prior to the end of the Election Period, then the Trailer Investors shall be deemed to have notified the Corporation that they do not elect to participate in such Subsequent Financing.

                    (iv) If any Trailer Investor declines to participate in the Subsequent Financing with respect to its full Pro Rata Portion, then each Trailer Investor electing to purchase its full Pro Rata Portion shall have the right to purchase up to (A) its Pro Rata Portion of the Subsequent Financing, plus (B) a pro rata amount (based upon the relative amount of the participating Trailer Investors’ respective Pro Rata Portions) of the aggregate unallocated Pro Rata Portions of the other Trailer Investors. For purposes of clarity, (1) in the event that there is any amount of a Subsequent Financing that is not requested to be purchased by a Trailer Investor, then any other Trailer Investor shall have the right to purchase such remaining amount of the Subsequent Financing and (2) in no event shall the Trailer Investors have the right to purchase more than 100% of the amount the Subsequent Financing described in any Subsequent Financing Notice, in the aggregate. For purposes hereof, “Pro Rata Portion” means a fraction, the numerator of which is the Total Value of Securities held by a Trailer Investor participating under this Section 7(e)(iv), and the denominator of which is the sum of the aggregate Total Value of Securities held by all Trailer Investors participating under this Section 7(e)(iv).

                    (v) If any portion of a Subsequent Financing is not funded by the Trailer Investors or the Person identified in the Subsequent Financing Notice within sixty days after the delivery of the relevant Subsequent Financing Notice to the Trailer Investors on the same terms described in such Subsequent Financing Notice, then prior to consummating any subsequent Subsequent Financing, the Corporation must deliver a new Subsequent Financing Notice to the Trailer Investors and otherwise follow the procedures set forth in this Section 7(e) (and, for the avoidance of doubt, the Trailer Investors will again have the right of participation set forth above in this Section 7(e)).

                    (vi) Notwithstanding any other provision in this Certificate of Designation to the contrary, the Trailer Investors’ rights to participate in any Subsequent Financing shall be subject to such participation not causing a violation of the NYSE Limitation; provided, however, that the Corporation shall use all commercially reasonable efforts to discuss and explore ways to enable the Trailer Investors to participate in any Subsequent Financing in compliance with the NYSE Limitation.

                    (vii) Upon reasonable prior notice, the Corporation shall make available, during normal business hours, for inspection and review by the Trailer Investors and the representatives of and advisors to the Trailer Investors, all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Corporation as may be reasonably necessary for the purpose of such review, and cause the Corporation’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Trailer Investors or any such representative or advisor, in each case, for the sole purpose of enabling the Trailer Investors and such

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representatives and advisors and their respective accountants and attorneys to conduct due diligence with respect to the Corporation in connection with such Subsequent Financing.

                    (viii) The Corporation shall not disclose material non-public information to the Trailer Investors, or to advisors to or representatives of the Trailer Investors, unless prior to disclosure of such information the Corporation identifies such information as being material non-public information and provides the Trailer Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material non-public information for review and any Trailer Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Corporation with respect thereto; provided, however, that the foregoing shall not restrict the Corporation from disclosing material non-public information to any director or Board Observer, or to their advisors or representatives.

          Section 8. Events of Noncompliance.

               (a) Definition. An “Event of Noncompliance” shall have occurred if:

                    (i) the Corporation fails to make any regular quarterly payment of dividends in cash with respect to the Series G Preferred, beginning with the September 30, 2011 Dividend Payment Date;

                    (ii) the Corporation fails to make any redemption payment with respect to the Series G Preferred which it is required to make hereunder, whether or not such payment is legally permissible or is prohibited by any agreement to which the Corporation is subject;

                    (iii) the Corporation breaches or otherwise fails to perform or observe any covenant or agreement set forth in Section 7 hereof or Article II of the Investor Rights Agreement and, if such breach, failure or Event of Noncompliance, as applicable, is capable of being cured, such breach or failure continues for a period of thirty days or longer;

                    (iv) any representation or warranty contained in Section 3.2, 3.3 or 3.4 of the Purchase Agreement was not true and correct in all respects, at and as of the Issuance Date;

                    (v) the Corporation violates or is in breach of the Financial Performance Levels (as defined in the Investor Rights Agreement) and such violation continues for a period of one hundred eighty days or longer; or

                    (vi) the Corporation or any Subsidiary makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Corporation or any of its Subsidiaries bankrupt or insolvent; or any order for relief with respect to the Corporation or any of its Subsidiaries is entered under the Federal Bankruptcy Code; or the Corporation or any of its Subsidiaries petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Corporation or any of its Subsidiaries or of any substantial part of the assets of the Corporation or any of its Subsidiaries, or commences any proceeding (other than a proceeding for the voluntary liquidation and dissolution of a Subsidiary of the Corporation)

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relating to the Corporation or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Corporation or any of its Subsidiaries and either (A) the Corporation or any such Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein or (B) such petition, application or proceeding is not dismissed within sixty days.

          The foregoing shall constitute Events of Noncompliance whatever the reason or cause for any such Event of Noncompliance and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body and regardless of the effects of any subordination provisions.

               (b) Consequences of Events of Noncompliance.

                    (i) If any Event of Noncompliance has occurred and is continuing, then the dividend rate on the Series G Preferred from and after the occurrence of such Event of Noncompliance shall increase immediately by an additional 2.0% per annum, subject to applicable usury laws; provided, that if the Event of Noncompliance is related to the non payment of the cash dividends beginning with the September 30, 2011 Dividend Payment Date (whether or not the Corporation is legally able to pay the dividends), the dividend rate shall automatically increase to (A) the higher of (X) the then prevailing dividend rate and (Y) the then prevailing LIBOR rate plus 14.7% plus 2.0% per annum. Any increase of the dividend rate resulting from the operation of this subparagraph shall terminate as of the close of business on the date on which no Event of Noncompliance exists, subject to subsequent increases pursuant to this paragraph.

                    (ii) If any Specified Event of Noncompliance has occurred and is continuing, then the holder or holders of a majority of the Series G Preferred then outstanding may demand (by written notice delivered to the Corporation), subject to any limitations contained in the Senior Credit Agreement, immediate redemption of all or any portion of the Series G Preferred owned by such holder or holders at a price per Series G Preferred Share equal to the sum of the Liquidation Value thereof and all accumulated, accrued and unpaid dividends thereon (whether accrued with respect to the Liquidation Value or any previously accrued dividends). The Corporation shall give prompt written notice of such election to the other holders of Series G Preferred (but in any event within five days after receipt of the initial demand for redemption), and each such other holder may demand immediate redemption of all or any portion of such holder’s Series G Preferred by giving written notice thereof to the Corporation within seven days after receipt of the Corporation’s notice. The Corporation shall redeem all Series G Preferred as to which rights under this paragraph have been exercised within twenty days after receipt of the initial demand for redemption.

                    (iii) If any Event of Noncompliance exists, each holder of Series G Preferred shall also have any other rights which such holder is entitled to under any contract or agreement at any time and any other rights which such holder may have pursuant to applicable law.

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          Section 9. Conversion. Holders of Series G Preferred shall have no right to exchange or convert such shares into any other securities.

          Section 10. Voting Rights. Except as otherwise provided herein, in the Investor Rights Agreement and as otherwise required by applicable law, the Series G Preferred Shares shall have no voting rights; provided that each holder of Series G Preferred shall be entitled to notice of all stockholders meetings at the same time and in the same manner as notice is given to all stockholders entitled to vote at such meetings.

          Section 11. Amendment and Waiver. No amendment, modification or waiver shall be binding or effective with respect to any provision of the Certificate of Incorporation or the Bylaws that would alter or change the preferences or special rights of the Series G Preferred Shares without the prior written consent of the holders of a majority of the Series G Preferred Shares outstanding at the time such action is taken; provided that no such action shall change (a) the rate at which or the manner in which dividends on the Series G Preferred accrue or the times at which such dividends become payable or the amount payable on redemption of the Series G Preferred or the times at which redemption of Series G Preferred is to occur, or (b) the percentage required to approve any change described in this Section 10 without the prior written consent of the holders of at least 75% of the Series G Preferred then outstanding; and provided further that no amendment, modification, alteration, repeal or waiver of the terms or relative priorities of the Series G Preferred may be accomplished by the merger, consolidation or other transaction of the Corporation with another corporation or entity unless the Corporation has obtained the prior written consent of the holders of the applicable percentage of the Series G Preferred then outstanding.

          Section 12. Registration of Transfer. The Corporation shall keep at its principal office a register for the registration of Series G Preferred Shares. Except in connection with Optional Redemption, Mandatory Redemption or as otherwise set forth herein, upon the surrender of any certificate representing Series G Preferred Shares at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of Series G Preferred Shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of Series G Preferred Shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Series G Preferred Shares represented by such new certificate from the date to which dividends have been fully paid on such Series G Preferred Shares represented by the surrendered certificate.

          Section 13. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Series G Preferred may deem and treat the record holder of any share of Series G Preferred as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

          Section 14. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and

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the loss, theft, destruction or mutilation of any certificate evidencing shares of Series G Preferred, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of Series G Preferred represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

          Section 15. Redeemed or Otherwise Acquired Shares. Any shares of Series G Preferred that are redeemed or otherwise acquired by the Corporation by reason of repurchase, conversion or otherwise shall be automatically and immediately canceled and shall revert to authorized but unissued shares of Preferred Stock, provided, that any such cancelled shares of Series G Preferred shall not be reissued, sold or transferred as shares of Series G Preferred. The Corporation (without the need for stockholder action) may thereafter take such appropriate action as may be necessary to reduce the authorized shares of Series G Preferred accordingly.

          Section 16. Notices. Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (a) to the Corporation, at its principal executive offices, and (b) to any holder of Series G Preferred, at such holder’s address as it from time to time appears in the stock records of the Corporation (unless otherwise indicated by any such holder). Notwithstanding anything herein to the contrary, if Series G Preferred is issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Series G Preferred in any manner permitted by such facility.

          Section 17. Specific Performance. The Corporation hereby acknowledges and agrees that the failure of the Corporation to perform its obligations hereunder, including its failure to pay dividends when due and payable, will cause irreparable injury to the holder of the Series G Preferred, for which damages, even if available, will not be an adequate remedy. Accordingly, the Corporation hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of the Corporation’s obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder.

          Section 18. No Preemptive Rights. Except as set forth in the Investor Rights Agreement, no share of Series G Preferred shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

          Section 19. Limitations under Senior Loan Agreement. Except for payments for which there is an express provision herein for restrictions related to the Senior Loan Agreement, in the event a payment is required to be made by the Corporation hereunder and such payment (or a portion thereof) would not be permitted to be paid pursuant to the terms of the Senior Loan Agreement, the Corporation shall not be in default with respect to non-payment of

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such payment or the portion thereof, in each case that is not so permitted (the “Deferred Portion”). The Deferred Portion shall accrue and accumulate at an annual interest rate equal to the JPMorgan Chase Prime rate (or that of another nationally recognized financial institution if the JPMorgan Chase Prime rate is not available) (unless another rate and method of calculation is provided for herein) until paid and shall become immediately due and payable at the earliest to occur of (a) when permitted by the Senior Loan Agreement and (b) when all loans under the Senior Loan Agreement have been paid off.

          Section 20. Other Terms. Shares of Series G Preferred shall be subject to the other terms, provisions and restrictions set forth in the Certificate of Incorporation with respect to the shares of Preferred Stock of the Corporation.

          Section 21. Indemnity; Expenses.

               (a) The Corporation shall indemnify, exonerate and hold each of the holders of Series G Preferred (each, an “Indemnified Person”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ and accountants’ fees and expenses) incurred by the Indemnified Persons or any of them before or after the Date of Issuance (collectively, the “Indemnified Liabilities”), as a result of, arising out of, or in any way relating to (i) the operations of the Corporation or any of its Subsidiaries or (ii) its capacity as a stockholder or owner of securities of the Corporation (including litigation related thereto); in each case excluding any loss in value of any investment in the Corporation by any Indemnified Person; provided that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Corporation will make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The rights of any Indemnified Person to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnified Person is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnified Persons shall in any event be liable to the Corporation, any of its Subsidiaries, or any of their respective affiliates for any act or omission suffered or taken by such Indemnified Person.

               (b) All reasonable costs and expenses incurred by any holder of Series G Preferred (i) in exercising or enforcing any rights afforded to such holder under this Certificate of Designation or the other Transaction Documents, (ii) in amending, modifying, or revising this Certificate of Designation or any other Certificate of Designation, the Investor Rights Agreement or the Warrant, or (iii) in connection with any transaction, claim, or event which such holder reasonably believes affects the Corporation and as to which such holder seeks the advice of counsel, shall be paid or reimbursed by the Corporation.

     B. Definitions.

     The following terms shall have the meanings specified:

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          “Affiliate” means (i) with respect to the Corporation, (A) any other Person (other than the Subsidiaries of the Corporation) which directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such Person, (B) any Person that owns more than 5% of the outstanding stock of the Corporation, and (C) any officer, director or employee of the Corporation, its Subsidiaries or any Person described in subclause (A) or (B) above with a base salary in excess of $100,000 per year or with any individual related by blood, marriage or adoption to such officer, director or employee, and (ii) with respect to any Person other than the Corporation, any other Person which directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such first Person.

          “Audit Committee” has the meaning set forth in Article Third, Section 7(a)(ix) hereof.

          “Board” has the meaning set forth in Article Second hereof.

          “Board Observer” has the meaning set forth in Article Third, Section 7(a)(viii) hereof.

          “Business Day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

          “Bylaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.

          “Certificate of Incorporation” has the meaning set forth in Article Second hereof.

          “Certificate of Designation” means this Certificate of Designation, the Series E Certificate of Designation or the Series F Certificate of Designation, as applicable, and “Certificates of Designation” means each of the foregoing, collectively.

          “Change of Control” means (i) any sale or other disposition of all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis in any transaction or series of related transactions, (ii) any sale, transfer or issuance or series of related sales, transfers and/or issuance of shares of the Corporation’s capital stock by the Corporation or any holder thereof which results in any single Person or group (as defined in Rule 13d-5 of the Exchange Act) other than Trailer or any of its Affiliates becoming the beneficial owners of greater than 50.0% of the Corporation’s issued and outstanding Common Stock, (iii) any merger or consolidation to which the Corporation is a party unless after giving effect to such merger no single Person or group (as defined in Rule 13d-5 of the Exchange Act) other than other than Trailer or any of its Affiliates is beneficial owner of capital stock of the Corporation possessing the voting power (under ordinary circumstances) to elect a majority of the Board or the surviving Person’s board of directors (or similar governing body) or becomes the beneficial owner of greater than 50.0% of the Corporation’s or such surviving Person’s issued and outstanding Common Stock, (iv) any sale, transfer, issuance or series of related sales, transfers and/or issuances of shares of the Corporation’s capital stock by the Corporation or any holder thereof which results in Trailer or any of its Affiliates acquiring all of the Corporation’s issued and

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outstanding Common Stock (other than any portion agreed by any holder of Common Stock to be rolled over or invested in an Affiliate of Trailer in connection with such acquisition) or a “going private” transaction of the Corporation that is led by Trailer or any of its Affiliates, or (v) a merger or consolidation with or into another Person, pursuant to which the holders of equity or equity linked instruments of the Corporation at the time of the execution of the agreement to merge or consolidate own less than 80% of the total equity of the Person surviving or resulting from the merger or consolidation, or of a Person owning a majority of the total equity of such surviving or resulting Person.

          “Change of Control Price” has the meaning set forth in Article Third, Section 6(b)(i) hereof.

          “Common Expiration Date” means the date on which the Trailer Investors cease to hold, or cease to “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 10% of the issued and outstanding Common Stock of the Corporation.

          “Common Investors” means, collectively, (a) the Trailer Investors, to the extent that the Trailer Investors then hold the Warrant and/or any Registrable Securities, and (b) the Investors who beneficially own a number of Registrable Securities (including, for this purpose, Registrable Securities issuable upon exercise of a Warrant then held by each such Investor) equal to or greater than one-third of the Registrable Securities that were issuable pursuant to the Warrant on the Effective Date.

          “Common Stock” means, collectively, the shares of the Corporation’s Common Stock, par value $0.01 per share.

          “Control” (including the terms “Controlling,” “Controlled by” or “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

          “Corporation” has the meaning set forth in Article First hereof.

          “Dividend Payment Date” has the meaning set forth in Article Third, Section 3(d) hereof.

          “Dividend Period” means the period from, and including, the initial Issuance Date to, but not including, the first Dividend Payment Date following the Issuance Date and thereafter, each quarterly period from, and including, the Dividend Payment Date to, but not including, the next Dividend Payment Date.

          “Dividend Rate” has the meaning set forth in Article Third, Section 3(c) hereof.

          “Effective Date” means August [• ], 2009.

          “Election Period” has the meaning set forth in Article Third, Section 7(f)(iii) hereof.

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          “Event of Noncompliance” has the meaning set forth in Article Third, Section 8(a) hereof.

          “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

          “Existing Loan Agreement” has the meaning set forth in the definition of Senior Loan Agreement.

          “Fair Market Value” means, for the purposes of valuing the Common Stock, the average of the closing prices of the Common Stock on the New York Stock Exchange reporting system or on the principal stock exchange where Common Stock is traded (as reported in The Wall Street Journal) for a period of five days consisting of, for the purposes of Article Third, Section 7(e), the date on which the Subsequent Financing Notice is delivered and the four consecutive trading days prior to such date; provided that if the Common Stock is not traded on any exchange or over-the-counter market, then the Fair Market Value shall be jointly determined in good faith by the Board and the Majority Common Investors.

          “Financial Performance Levels” means any financial covenant (as such term is commonly understood with respect to credit agreements) as may be in force from time to time under the Senior Loan Agreement after the relevant test contained in such financial covenant has been modified by 5% in favor of the Corporation and its Subsidiaries.

          “GAAP” means United States generally accepted accounting principles, consistently applied, as in effect from time to time.

          “Governance Committee” has the meaning set forth in Article Third, Section 7(a)(i) hereof.

          “Indebtedness” means, without duplication, all obligations (including all obligations for principal, interest, premiums, penalties, fees, and breakage costs) of the Corporation and its Subsidiaries (i) in respect of indebtedness for money borrowed (whether current, short-term or long-term, secured or unsecured, and including all overdrafts and negative cash balances) and indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Corporation or any of its Subsidiaries is responsible or liable; (ii) issued or assumed as the deferred purchase price of property or services, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the ordinary course of business); (iii) under leases required to be capitalized in accordance with GAAP; (iv) secured by a Lien against any of its property or assets; (v) for bankers’ acceptances or similar credit transactions issued for the account of the Corporation or any of its Subsidiaries; (vi) under any currency or interest rate swap, hedge or similar protection device; (vii) under any letters of credit, performance bonds or surety obligations; (viii) under any capital debts, deferred maintenance capital expenditures, distributions payable or income taxes payable; and (ix) in respect of all obligations of other Persons of the type referred to in clauses (i) through (viii) the payment of which the Corporation or any of its Subsidiaries is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations.

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          “Indemnified Liabilities” has the meaning set forth in Article Third, Section 20(a) hereof.

          “Indemnified Person” has the meaning set forth in Article Third, Section 20(a) hereof.

          “Investor Director Seats” has the meaning set forth in Article Third, Section 7(a)(i) hereof.

          “Investor Directors” has the meaning set forth in Article Third, Section 7(a)(i) hereof.

          “Investor Rights Agreement” means that certain Investor Rights Agreement, dated as of the Effective Date, by and between the Corporation and Trailer Investments, LLC, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with its terms.

          “Investor” or “Investors” means, as applicable, Trailer and/or any of its Permitted Transferees.

          “Issuance Date” has the meaning set forth in Article Third, Section 3(c) hereof.

          “Lien” means any mortgage, pledge, lien, deed of trust, conditional sale or other title retention agreement, charge or other security interest or encumbrance securing obligations for the payment of money.

          “Junior Stock” means, collectively, the Common Stock and any capital stock or other equity security of the Corporation that (i) does not expressly provide that it ranks senior in preference or priority to or on parity with the Series G Preferred Shares, or (ii) was not approved by the holders of a majority of the Series G Preferred Shares then outstanding, except for the Series E Preferred, the Series F Preferred and the Series G Preferred.

          “Leverage Ratio” has the meaning set forth in Article Third, Section 7(b)(i)(E) hereof.

          “Liquidation Value” means, as of any particular date and with respect to any Series G Preferred Share, an amount equal to $1,000.

          “Majority Common Investors” means the Common Investors from time to time holding at least a majority, in the aggregate, of the Registrable Securities then outstanding and the rights to acquire Registrable Securities.

          “Majority Trailer Investors” means the Trailer Investors from time to time holding (i) at least a majority of the Series E Preferred, the Series F Preferred and the Series G Preferred then held by all Trailer Investors or (ii) at least a majority, in the aggregate, of the Registrable Securities then held by all Trailer Investors and the rights to acquire Registrable Securities then held by all Trailer Investors.

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          “Mandatory Redemption” has the meaning set forth in Article Third, Section 6(b)(i) hereof.

          “NYSE Limitation” means the maximum number of securities of the Corporation that could be issued by the Corporation to the Trailer Investors without triggering a requirement to obtain the approval of the Corporation’s shareholders of such issuance pursuant to Section 312.03 of the New York Stock Exchange Listed Corporation Manual, as in effect on the date of issuance of such shares of Common Stock.

          “Optional Redemption” has the meaning set forth in Article Third, Section 6(a)(i) hereof.

          “Optional Redemption Price” has the meaning set forth in Article Third, Section 6(a)(ii) hereof.

          “Optional Redemption Price” has the meaning set forth in Article Third, Section 6(a)(i) hereof.

          “Parity Stock” means the Series E Preferred, the Series F Preferred and the Series G Preferred.

          “Permitted Transferee” means (i) with respect to the Series E Preferred, the Series F Preferred and the Series G Preferred, any Person who acquires all or any portion of the Series E Preferred, the Series F Preferred or the Series G Preferred from Trailer (or any other Permitted Transferee) after the Effective Date, and (ii) with respect to the Warrant or the Warrant Shares, any Person who acquires all or any portion of the Warrant or the Registrable Securities from Trailer (or any other Permitted Transferee) following the Effective Date. Any such transferee shall become bound by the terms of the Investor Rights Agreement as an additional Preferred Investor, Investor and/or Common Investor (as each such term is defined in the Investor Rights Agreement), as applicable, by executing and delivering to the Corporation a joinder agreement in form and substance reasonably acceptable to the Corporation and such transferee. The Corporation shall be furnished with at least three Business Days’ prior written notice of the name and address of such transferee and the securities being Transferred, the representation by the transferee that such Transfer is being made in accordance with the applicable requirements of the Investor Rights Agreement and with all laws applicable thereto. Following the execution and delivery of such joinder agreement by the Corporation and such transferee, such transferee shall constitute one of the Preferred Investors, Investors and/or Common Investors, as applicable, referred to in the Investor Rights Agreement and shall have all of the rights and obligations of a Preferred Investor, Investor and/or Common Investor, as applicable, thereunder.

          “Person” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization and governmental entity or department, agency or political subdivision thereof.

          “Preferred Expiration Date” means the date on which the Trailer Investors cease to hold at least a majority of the Series E Preferred, the Series F Preferred and the Series G Preferred then outstanding.

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          “Preferred Investors” means, collectively, the Investors from time to time holding the shares of the Series G Preferred, the Series F Preferred and the Series G Preferred then outstanding.

          “Preferred Stock” means, collectively, the Corporation’s preferred stock, par value $0.01 per share, and any capital stock of any class of the Corporation hereafter authorized which is limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Corporation.

          “Pro Rata Portion” has the meaning set forth in Article Third, Section 7(f)(iv) hereof.

          “Purchase Agreement” means that certain Securities Purchase Agreement, dated as of July 17, 2009, by and between the Corporation and Trailer Investments, LLC, as such agreement may from time to time be amended, supplemented or modified in accordance with its terms.

          “Registrable Securities” means, collectively, (i) the Warrant Shares and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; provided that a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement (as defined in the Investor Rights Agreement) or Rule 144 under the Securities Act, or (B) such security becoming eligible for sale by the Investor pursuant to Rule 144(b)(i)(1).

          “Restricted Payment” means: (i) any dividend, other distribution, repurchase or redemption, direct or indirect, on account of any shares of any class of stock of the Corporation or any of its Subsidiaries now or hereafter outstanding; (ii) any payment or prepayment of principal of, premium, if any, or interest on, or any redemption, conversion, exchange, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of the Corporation or any of its Subsidiaries now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of the Corporation or any of its Subsidiaries now or hereafter outstanding; and (iv) any payment by the Corporation or any of its Subsidiaries or of any management, consulting or any fees to any Affiliate of the Corporation, whether pursuant to a management agreement or otherwise, excluding customary compensation of employees of the Corporation and its Subsidiaries.

          “SEC” means the United States Securities and Exchange Commission.

          “SEC Filings” means, collectively, all reports, schedules, forms, statements and other documents required to be filed by the Corporation under the Securities Act or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the prior two-year period.

          “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

27

          “Senior Loan Agreement” means the Corporation’s Second Amended and Restated Loan and Security Agreement, dated as of March 6, 2007, as amended by the Credit Agreement Amendment, dated as of July 17 2009 (as amended, modified or otherwise restated from time to time) (the “Existing Loan Agreement”), and any agreement relating to a refinancing, replacement or substitution of the loans under the Existing Loan Agreement or any subsequent Senior Loan Agreement.

          “Series E Certificate of Designation” means the Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series E Preferred.

          “Series E Preferred” means the Corporation’s Series E Redeemable Preferred Stock, par value $0.01 per share.

          “Series F Certificate of Designation” means the Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series F Preferred.

          “Series F Preferred” means the Corporation’s Series F Redeemable Preferred Stock, par value $0.01 per share.

          “Series G Preferred” has the meaning set forth in Article Third, Section 1 hereof.

          “Series G Preferred Share” has the meaning set forth in Article Third, Section 3(a) hereof.

          “Specified Event of Noncompliance” means any Event of Noncompliance described in Section 8(a)(i), Section 8(a)(ii), Section 8(a)(iii) (provided that, in the case of any Event of Default arising out of Section 7(b)(i), Section 7(c) or Section 7(d) hereof, such Event of Default arose out of any intentional or willful action or omission taken or suffered by the Corporation or any of its Subsidiaries), Section 8(a)(iv), Section 8(a)(v) or Section 8(a)(vi).

          “Sub Board” has the meaning set forth in Article Third, Section 7(a)(ix) hereof.

          “Subsequent Financing” means any private issuance of debt or equity securities or other private financing transaction that, in each case, is consummated by the Corporation (or any of its Subsidiaries, as applicable) following the Effective Date; provided that any issuance of debt securities pursuant to the Senior Loan Agreement shall not constitute a Subsequent Financing under this Certificate of Designation.

          “Subsequent Financing Notice” has the meaning set forth in Article Third, Section 7(f)(ii) hereof.

          “Subsidiary,” when used with respect to any Person, means any other Person of which (i) in the case of a corporation, at least (A) a majority of the equity and (B) a majority of the voting interests are owned or controlled, directly or indirectly, by such first Person, by any one or more of its Subsidiaries, or by such first Person and one or more of its Subsidiaries or (ii) in the case of any Person other than a corporation, such first Person, one or more of its Subsidiaries, or such first Person and one or more of its Subsidiaries (A) owns a majority of the

28

equity interests thereof and (B) has the power to elect or direct the election of a majority of the members of the governing body thereof.

          “Total Value” means, at any particular time and with respect to any Investor, an amount equal to (i) the aggregate Fair Market Value of any Warrant Shares held by such Investor at such time, plus (ii) the aggregate Fair Market Value of any Warrant Shares issuable to such Investor upon exercise of the Warrant by such Investor at such time, plus (iii) the aggregate liquidation value (plus accumulated, accrued and unpaid dividends) of the Series E Preferred, Series F Preferred and Series G Preferred held by such Investor at such time.

          “Trailer” means Trailer Investments, LLC, a Delaware limited liability company.

          “Trailer Investors” means (i) Trailer and (ii) any other Person that is a Permitted Transferee of Trailer that is an Affiliate of Trailer (including for this purpose only any investor (and its Affiliates) in any investment fund managed by Lincolnshire Management, Inc.).

          “Transaction Documents” means the Investor Rights Agreement, the Certificates of Designation, the Warrant, the Purchase Agreement and all other documents delivered or required to be delivered by any party hereto pursuant to the Purchase Agreement.

          “Transfer” means any transfer, sale, assignment, pledge, conveyance, loan, hypothecation or other encumbrance or disposition of the Warrant, the Warrant Shares, the Series E Preferred, the Series F Preferred and/or the Series G Preferred.

          “Warrant” means, collectively, (i) the Warrant to purchase shares of Common Stock issued to Trailer pursuant to the Purchase Agreement on the Effective Date, and (ii) any warrants issued in replacement or exchange, or in connection with a Transfer, thereof.

          “Warrant Shares” means the shares of Common Stock issuable upon the exercise of the Warrant.

          FOURTH: The Series G Preferred Stock shall be created upon filing this Certificate of Designation.

[END OF PAGE]
[SIGNATURE PAGE FOLLOWS]

29

     IN WITNESS WHEREOF, the undersigned does hereby certify under penalties of perjury that this Certificate of Designation to the Certificate of Incorporation is the act and deed of the undersigned and the facts stated herein are true and accordingly has hereunto set his hand as of August [•], 2009.

WABASH NATIONAL CORPORATION,
a Delaware corporation
 

By:  

Name:  

Title:  

30

EXHIBIT F

July __, 2009

Trailer Investments, LLC
c/o Lincolnshire Management, Inc.
780 Third Avenue
New York, NY 10017

Re: Wabash National Corporation

Ladies and Gentlemen:

This firm has acted as counsel to Wabash National Corporation, Delaware corporation (the “Company”), in connection with the Securities Purchase Agreement, dated as of July 17, 2009 (the “Agreement”), by and between the Company and Trailer Investments, LLC (“Trailer Investments”), the execution and delivery pursuant to the Agreement of the Investor Rights Agreement dated as of July ___, 2009 (the “IRA”) by and between the Company and Trailer Investments, the issuance and sale by the Company to Trailer Investments pursuant to the Agreement of 20,000 shares of the Company’s Series E Redeemable Preferred Stock, par value $0.01 per share, (the “Series E Preferred Shares”), the issuance and sale by the Company to Trailer Investments pursuant to the Agreement of 5,000 shares of the Company’s Series F Redeemable Preferred Stock, (the “Series F Preferred Shares”), the issuance and sale by the Company to Trailer Investments pursuant to the Agreement of 10,000 shares of the Company’s Series G Redeemable Preferred Stock (the “Series G Preferred Shares” and, together with the Series E Preferred and the Series F Preferred, the “Preferred Shares”) and the issuance by the Company to Trailer Investments pursuant to the Agreement of the warrant (the “Warrant” and, together with the Agreement and the IRA, the “Transaction Agreements”) to purchase up to                                                     shares (the “Warrant Shares” and, together with the Preferred Stock and the Warrant, the “Securities”) of the common stock of the Company, $0.01 par value per share (the “Common Stock”). This opinion letter is furnished to you pursuant to the requirements set forth in Section 2.2(a)(D) of the Agreement in connection with the Closing thereunder on the date hereof. Capitalized terms used herein which are defined in the Agreement shall have the meanings set forth in the Agreement, unless otherwise defined herein (including in Schedule 1 attached hereto). Certain other capitalized terms used herein are defined in Schedule 1 attached hereto.

For purposes of this opinion letter, we have examined copies of the documents listed on Schedule 1 attached hereto (the “Documents”).

Trailer Investments, LLC
July ___, 2009
Page 2

In our examination of the Transaction Agreements and the other Documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all of the Documents, the authenticity of all originals of the Documents and the conformity to authentic originals of all of the Documents submitted to us as copies (including telecopies). As to all matters of fact relevant to the opinions expressed and other statements made herein, we have relied on the representations and statements of fact made in the Documents, we have not independently established the facts so relied on, and we have not made any investigation or inquiry other than our examination of the Documents. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

As used in this opinion letter, the phrase “to our knowledge” means the actual knowledge (that is, the conscious awareness of facts or other information) of lawyers currently in the firm who have given substantive legal attention to representation of the Company in connection with the Transaction Agreements.

For purposes of this opinion letter, we have assumed that (i) Trailer Investments has all requisite power and authority under all applicable laws, regulations and governing documents to execute, deliver and perform its obligations under the Transaction Agreements, and Trailer Investments has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Transaction Agreements against the Company, (ii) Trailer Investments has duly authorized, executed and delivered the Transaction Agreements, (iii) each party to the Transaction Agreements is validly existing and in good standing in all necessary jurisdictions (except for the Company in the State of Delaware), (iv) the Transaction Agreements constitute a valid and binding obligation, enforceable against Trailer Investments in accordance with its terms, (v) there has been no mutual mistake of fact or misunderstanding, or fraud, duress or undue influence, in connection with the negotiation, execution or delivery of the Agreement, and the conduct of all parties to the Agreement has complied with any requirements of good faith, fair dealing and conscionability, and (vi) there are and have been no agreements or understandings among the parties, written or oral, and there is and has been no usage of trade or course of prior dealing among the parties, that would, in either case, define, supplement or qualify the terms of the Agreement. We have also assumed the validity and constitutionality of each relevant statute, rule, regulation and agency action covered by this opinion letter.

For purposes of the opinions set forth in paragraphs (d) and (e) below, we have made the following further assumptions: (i) that all orders, judgments, decrees, agreements and contracts would be enforced as written; (ii) that the Company will not in the future take any discretionary action (including a decision not to act)

Trailer Investments, LLC
July ___, 2009
Page 3

permitted under the Transaction Agreements that would result in a violation of law or constitute a breach or default under any order, judgment, decree, agreement or contract; (iii) that the Company will obtain all permits, consents, and governmental approvals required in the future, and take all actions required, which are relevant to subsequent consummation of the transactions contemplated under the Agreement or performance of the Agreement; and (iv) that all parties to the Agreement will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Agreement.

This opinion letter is based as to matters of law solely on applicable provisions of the following, as currently in effect: (i) as to the opinions expressed in paragraphs (a), (b), (c)(i), (d)(i)-(ii) and (f), the General Corporation Law of the State of Delaware (the “Corporation Act”), (ii) as to the opinions expressed in paragraphs (c), (d)(iii)-(iv) and (e), subject to the exclusions and limitations set forth in this opinion letter, internal New York law (“Applicable State Law”), (iii) as to the opinions expressed in paragraphs (d)(iii) and (e), subject to the exclusions and limitations set forth in this opinion letter, federal statutes and regulations (“Applicable Federal Law”), (v) as to the opinions expressed in paragraph (g), the Securities Act of 1933 and the regulations promulgated thereunder.

Based upon, subject to and limited by the assumptions, qualifications, exceptions, and limitations set forth in this opinion letter, we are of the opinion that:

(a)	The Company is validly existing as a corporation and in good standing as of the date of hereof under the laws of the State of Delaware.
(b)	The Company has the corporate power to execute, deliver and perform the Transaction Agreements. The execution, delivery and performance by the Company of the Transaction Agreements have been duly authorized by all necessary corporate action of the Company.
(c)	The Transaction Agreements (i) have been duly executed and delivered by the Company and (ii) constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its terms.
(d)	The execution, delivery and performance by the Company of the Transaction Agreements do not (i) require any approval of its shareholders, (ii) violate the Corporation Act or the Company Charter or Company Bylaws, (iii) violate any provision of Applicable Federal Law or any provision of Applicable State Law, or (iv) breach or constitute a default under any of the Company Contracts (except that

Trailer Investments, LLC
July ___, 2009
Page 4

	we express no opinion with respect any matters that would require a mathematical calculation or a financial or accounting determination).
(e)	No approval or consent of, or registration or filing with, any federal governmental agency or New York State governmental agency is required to be obtained or made by the Company under Applicable Federal Law or Applicable State Law in connection with the execution, delivery and performance by the Company of the Transaction Agreements.
(f)	The Preferred Shares have been duly authorized and, when issued in accordance with the provisions of the Agreement, will be validly issued, fully paid and non-assessable. The Warrant has been duly authorized and, when issued in accordance with the provisions of the Agreement, will be validly issued. The Board of Directors has adopted resolutions reserving the Warrant Shares for issuance upon exercise of the Warrants. The Warrant Shares have been duly authorized, and, when issued in accordance with the provisions of the Warrant, will be validly issued, fully paid and non-assessable. No holder of outstanding shares of Common Stock has any statutory preemptive right under the Delaware Corporation Law, and, to our knowledge, no holder of outstanding shares of Common Stock, individual or entity has any contractual right to subscribe for any of the Securities.
(g)	Based upon and assuming the accuracy of the representations and warranties, and assuming compliance with the covenants and agreements, of Trailer Investments and the Company contained in the Agreement, the offer, sale and delivery of the Preferred Shares and Warrants by the Company to Trailer Investments in accordance with the Agreement are not required to be registered under the Securities Act of 1933; it being understood that no opinion is expressed herein as to any reoffer or resale of the Preferred Shares or Warrants subsequent to such offer, sale and delivery thereof by the Company to Trailer Investments.

Based solely upon the Company Officers’ Certificate and a review of this firm’s litigation docket, we are not representing the Company in any pending litigation in which it is a named defendant that challenges the validity or enforceability of, or seeks to enjoin the performance of, the Transaction Agreements.

The opinion expressed in paragraph (c) above shall be understood to mean only that if there is a default in performance of an obligation, (i) if a failure to pay or other damage can be shown and (ii) if the defaulting party can be brought into a court

Trailer Investments, LLC
July ___, 2009
Page 5

which will hear the case and apply the governing law, then, subject to the availability of defenses, and to the exceptions elsewhere set forth in this opinion letter, the court will provide a money damage (or perhaps injunctive or specific performance) remedy.

In addition to the assumptions, qualifications, exceptions and limitations elsewhere set forth in this opinion letter, our opinions expressed above are also subject to the effect of: (1) bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting creditors’ rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers); and (2) the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the applicable agreements are considered in a proceeding in equity or at law).

Nothing herein shall be construed to cause us to be considered “experts” within the meaning of Section 11 of the Securities Act of 1933, as amended.

We express no opinion in this letter as to any other laws and regulations not specifically identified above as being covered hereby (and in particular, we express no opinion as to any effect that such other laws and regulations may have on the opinions expressed herein). We express no opinion in this letter as to federal or state securities laws or regulations (except to the extent stated in paragraph (g)), antitrust, unfair competition, banking, or tax laws or regulations, or laws or regulations of any political subdivision below the state level. The opinions set forth in paragraphs (c), (d), and (e) above are based upon a review of only those laws and regulations (not otherwise excluded in this letter) that, in our experience, are generally recognized as applicable to transactions of the type contemplated in the Transaction Agreements.

We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. This opinion letter has been prepared solely for your use in connection with the closing under the Agreement on the date hereof, and should not be quoted in whole or in part or otherwise be referred to, and should not be filed with or furnished to any governmental agency or other person or entity, without the prior written consent of this firm.

Very truly yours,

Schedule 1

1.	Executed copy of the Agreement.
2.	Executed copy of the IRA.
3.	Executed Copy of the Warrant.
4.	The Certificate of Incorporation of the Company with amendments and certificates of designations thereto, as certified by the Secretary of State of the State of Delaware on ___ ___, 2009 and as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect (the “Company Charter”).
5.	The bylaws of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect (the “Company Bylaws”).
6.	A certificate telecopy of good standing of the Company issued by the Secretary of State of the State of Delaware dated ___ ___, 2009.
7.	Certain resolutions of the Board of Directors of the Company adopted at a meeting held on ___ ___, 2009, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect, relating to, among other things, authorization of the Agreement, IRA, issuance of the Preferred Shares, issuance of the Warrant and arrangements in connection therewith.
8.	A certificate of certain officers of the Company, dated the date hereof, as to certain facts relating to the Company (the “Company Officers’ Certificate”).
9.	A certificate of the Secretary of the Company, dated ___ ___, 2009, as to the incumbency and signatures of certain officers of the Company.
10.	The following agreements and contracts of the Company and waivers, consents, and approvals related thereto (the “Company Contracts”):
	The agreements and contracts to which the Company is a party, and the waivers, consents, and approvals related thereto, filed as exhibits to the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2008

11.	[Firm] litigation docket.
12.	[TO COME]

2

EX-10.2

Exhibit 10.2

WABASH NATIONAL CORPORATION
AND
THE SUBSIDIARIES OF WABASH NATIONAL CORPORATION
IDENTIFIED ON THE SIGNATURE PAGES HERETO,
AS BORROWERS

THIRD AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT

Dated as of July 17, 2009

$100,000,000

BANK OF AMERICA, N.A.,
individually and as Agent for any Lender which is
or becomes a Party hereto,

WELLS FARGO FOOTHILL, LLC,
individually and as a Syndication Agent,

JPMORGAN CHASE BANK, N.A.,
individually and as a Documentation Agent, and

BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Book Manager, and

THE ADDITIONAL LENDERS NOW AND FROM
TIME TO TIME PARTY HERETO

TABLE OF CONTENTS

	Page
SECTION 1. CREDIT FACILITY	1
1.1. Loans	1
1.2. Letters of Credit; LC Guaranties	5
1.3. Reallocation of Revolving Loan Commitments	6
1.4. Borrowing Agent	6
1.5. Alternate Currencies	7
1.6. Dollars; Conversion to Dollars	7
1.7. Judgment Currency; Contractual Currency	7
1.8. Common Enterprise	8
1.9. Effectiveness of this Agreement; Effect of Amendment and Restatement	9
SECTION 2. INTEREST, FEES AND CHARGES	9
2.1. Interest	9
2.2. Computation of Interest and Fees	10
2.3. Fee Letter	10
2.4. Letter of Credit and LC Guaranty Fees	10
2.5. Unused Line Fee	11
2.6. Intentionally omitted	11
2.7. Audit Fees	12
2.8. Reimbursement of Expenses	12
2.9. Bank Charges	13
2.10. Collateral Protection Expenses; Appraisals; Field Examinations	13
2.11. Payment of Charges	14
2.12. No Deductions	14
2.13. Joint and Several Obligations	14
2.14. Subrogation and Contribution	17
SECTION 3. LOAN ADMINISTRATION	18
3.1. Manner of Borrowing Revolving Credit Loans/LIBOR Option	18
3.2. Payments	21
3.3. Mandatory and Optional Prepayments	23
3.4. Application of Payments and Collections	24
3.5. All Loans to Constitute One Obligation	25
3.6. Loan Account	25
3.7. Statements of Account	26
3.8. Increased Costs	26
3.9. Basis for Determining Interest Rate Inadequate	27
3.10. Sharing of Payments, Etc	28

-i-

	Page
SECTION 4. TERM AND TERMINATION	28
4.1. Term of Agreement	28
4.2. Termination	28
SECTION 5. SECURITY INTERESTS	29
5.1. Security Interest in Collateral	29
5.2. Other Collateral	31
5.3. Lien Perfection; Further Assurances	32
5.4. Lien on Realty	32
SECTION 6. COLLATERAL ADMINISTRATION	32
6.1. General	32
6.2. Administration of Accounts	34
6.3. Administration of Inventory	35
6.4. Administration of Equipment	36
6.5. Payment of Charges	36
SECTION 7. REPRESENTATIONS AND WARRANTIES	36
7.1. General Representations and Warranties	36
7.2. Continuous Nature of Representations and Warranties	45
7.3. Survival of Representations and Warranties	46
SECTION 8. COVENANTS AND CONTINUING AGREEMENTS	46
8.1. Affirmative Covenants	46
8.2. Negative Covenants	51
SECTION 9. CONDITIONS PRECEDENT	60
9.1. Conditions Precedent to Effectiveness of this Agreement	60
9.2. Conditions Precedent to all Loans and other Credit Accommodations	61
SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT	61
10.1. Events of Default	61
10.2. Acceleration of the Obligations	64
10.3. Other Remedies	65
10.4. Set Off and Sharing of Payments	66
10.5. Remedies Cumulative; No Waiver	67
SECTION 11. THE AGENT	67
11.1. Authorization and Action	67
11.2. Agent’s Reliance, Etc	68
11.3. Bank of America and Affiliates	69
11.4. Lender Credit Decision	69
11.5. Indemnification	69

-ii-

	Page
11.6. Rights and Remedies to be Exercised by Agent Only	70
11.7. Agency Provisions Relating to Collateral	70
11.8. Agent’s Right to Purchase Commitments	71
11.9. Right of Sale, Assignment, Participations	71
11.10. Amendment	73
11.11. Resignation of Agent; Appointment of Successor	74
11.12. Audit and Examination Reports; Disclaimer by Lenders	74
11.13. Syndication Agents; Documentation Agent	75
11.14. Replacement of Lenders	76
11.15. Quebec Security	77
SECTION 12. MISCELLANEOUS	78
12.1. Power of Attorney	78
12.2. Indemnity	79
12.3. Sale of Interest	79
12.4. Severability	80
12.5. Successors and Assigns	80
12.6. Cumulative Effect; Conflict of Terms	80
12.7. Execution in Counterparts	80
12.8. Notice	80
12.9. Consent	81
12.10. Credit Inquiries	82
12.11. Time of Essence	82
12.12. Entire Agreement	82
12.13. Interpretation	82
12.14. Confidentiality	82
12.15. GOVERNING LAW; CONSENT TO FORUM	83
12.16. WAIVERS BY BORROWERS	84
12.17. Advertisement	85
12.18. English Language	85
12.19. USA PATRIOT Act	85
SECTION 13. ACKNOWLEDGMENT, WAIVER AND RELEASE	85
13.1. Events of Default	85

-iii-

THIRD AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT

          THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made as of this 17 day of July 2009, by and among BANK OF AMERICA, N.A. (“Bank of America”), with an office at 135 South LaSalle Street, Fourth Floor, Chicago, Illinois 60604, individually as a Lender, as Agent (“Agent”) for itself and any other financial institution which is or becomes a party hereto (each such financial institution, including Bank of America, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), the LENDERS, WELLS FARGO FOOTHILL, LLC, individually as a Lender and as Syndication Agent for Lenders, JPMORGAN CHASE BANK, N.A., individually as a Lender and as a Documentation Agent for Lenders, BANC OF AMERICA SECURITIES LLC, as sole lead arranger and book manager (“Arranger”), and each of WABASH NATIONAL CORPORATION, a Delaware corporation with its chief executive office and principal place of business at 1000 Sagamore Parkway South, Lafayette, Indiana 47905 (“Wabash”) and EACH SUBSIDIARY OF WABASH THAT IS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS A BORROWER; Wabash and each such Subsidiary are hereafter referred to collectively, as “Borrowers” and individually, as “Borrower”. Capitalized terms used in this Agreement have the meanings assigned to them in Appendix A, General Definitions. Accounting terms not otherwise specifically defined herein shall be construed in accordance with GAAP consistently applied. This Agreement shall be effective as of the Closing Date (as defined below) upon the satisfaction of the conditions set forth herein; effective on the Closing Date, this Agreement amends, supercedes, restates and replaces in its entirety that certain Second Amended and Restated Loan and Security Agreement dated as of March 6, 2007 (the “Original Loan Agreement”) by and among Agent, the other agents party thereto, Lenders and Borrowers, which in turn amended, superceded, restated and replaced in its entirety that certain Amended and Restated Loan and Security Agreement dated as of December 30, 2004 by and among Agent, the other agents party thereto, Lenders and Borrowers, which in turn amended, superceded, restated and replaced in its entirety that certain Loan and Security Agreement dated as of September 23, 2003 by and among Agent, the other agents party thereto, Lenders, Fleet Securities, Inc., as arranger, and Borrowers.

SECTION 1. CREDIT FACILITY

          Subject to the terms and conditions of, and in reliance upon the representations and warranties made in, this Agreement and the other Loan Documents, Lenders agree to make a Total Credit Facility of up to $100,000,000 available to Borrowers upon a Borrower’s request therefor, as follows:

     1.1. Loans.

     1.1.1. Revolving Credit Loans. Each Lender agrees, severally and not jointly, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrowers from time to time during the period from the Closing Date to but

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not including the last day of the Term, as requested by Borrowers in the manner set forth in Section 1.4 and subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the lesser of (i) such Lender’s Revolving Loan Commitment minus the product of such Lender’s Revolving Loan Percentage and the sum of the Dollar Equivalent of the LC Amount and LC Obligations minus the product of such Lender’s Revolving Loan Percentage and reserves (not including any reserve included in the definition of Borrower Base), if any and (ii) the product of (a) such Lender’s Revolving Loan Percentage and (b) an amount equal to the sum of the Borrowing Base at such time minus the sum of the Dollar Equivalent of the LC Amount and LC Obligations minus reserves (not including any reserve included in the definition of Borrower Base), if any. Agent shall have the right to establish reserves in such amounts, and with respect to such matters as Agent shall deem necessary or appropriate in its reasonable credit judgment (using commercially reasonable standards), against the amount of Revolving Credit Loans which Borrowers may otherwise request under this subsection 1.1.1 including without limitation with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of a Borrower’s business; (ii) dilution related to Accounts in excess of five percent (5%); (iii) shrinkage, spoilage and obsolescence of Inventory; (iv) slow moving Inventory; (v) other sums chargeable against a Borrower’s Loan Account as Revolving Credit Loans under any section of this Agreement; (vi) amounts owing by a Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of such Borrower, including without limitation Prior Claims; (vii) amounts owing by a Borrower in connection with Product Obligations and relating to currency exchange rate risk; and (viii) such other specific events, conditions or contingencies as to which Agent, in its reasonable credit judgment as is customary for asset based facilities of this type, determines reserves should be established from time to time hereunder. Notwithstanding the foregoing, Agent shall not establish any reserves in respect of any matters relating to any items of Collateral that have been taken into account in determining Eligible Inventory, Eligible Trailer Inventory or Eligible Accounts, as applicable. The Revolving Credit Loans shall be repayable in accordance with the terms of the Revolving Notes and as set forth in subsection 3.2.1, and shall be secured by, among other things, all of the Collateral.

     1.1.2. Overadvances. Insofar as a Borrower may request and Agent or Majority Lenders (as provided below) may be willing in their sole and absolute discretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the Dollar Equivalent of the LC Amount plus the Dollar Equivalent of the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan or Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this

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Agreement for Revolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with their respective Revolving Loan Percentages. Overadvances in the aggregate amount of $5,000,000 or less may, unless a Default or Event of Default has occurred and is continuing (other than a Default or an Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of Agent. Overadvances in an aggregate amount of more than $5,000,000 but less than $7,500,000 may, unless a Default or an Event of Default has occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $7,500,000 or more and Overadvances to be made after the occurrence and during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of such Overadvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shall any Overadvances be outstanding for more than thirty (30) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding, (y) shall Overadvances be outstanding for more than sixty (60) days within any one hundred eighty day (180) period or (z) shall Agent make Revolving Credit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the Revolving Credit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the sum of the Dollar Equivalent of the LC Amount and the LC Obligations.

     1.1.3. Use of Proceeds. The Revolving Credit Loans shall be used solely for (i) the payment of fees and expenses associated with the transactions contemplated hereby, (ii) Borrowers’ general operating capital needs (including Capital Expenditures permitted hereunder) in a manner consistent with the provisions of this Agreement and all applicable laws, (iii) the funding of Permitted Acquisitions, and (iv) other general corporate purposes.

     1.1.4. Swingline Loans. In order to reduce the frequency of transfers of funds from Lenders to Agent for making Revolving Credit Loans and for so long as no Default or Event of Default exists, Agent shall be permitted (but not required) to make Revolving Credit Loans to Borrowers upon request by Borrowers (such Revolving Credit Loans to be designated as “Swingline Loans”) provided that the aggregate amount of Swingline Loans outstanding at any time will not (i) exceed $10,000,000; (ii) when added to the principal amount of Agent’s other Revolving Credit Loans then outstanding plus Agent’s Revolving Loan Percentage of the sum of the Dollar Equivalent of the LC Amount and the LC Obligations, exceed Agent’s Revolving Credit Commitment; or (iii) when added to the principal amount of all other Revolving Credit Loans then outstanding plus the sum of the Dollar Equivalent

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of the LC Amount and the LC Obligations plus reserves, exceed the Borrowing Base. Within the foregoing limits, each Borrower may borrow, repay and reborrow Swingline Loans. All Swingline Loans shall be treated as Revolving Credit Loans for purposes of this Agreement, except that (a) all Swingline Loans shall be Base Rate Portions and (b) notwithstanding anything herein to the contrary (other than as set forth in the next succeeding sentence), all principal and interest paid with respect to Swingline Loans shall be for the sole account of Agent in its capacity as the lender of Swingline Loans. Notwithstanding the foregoing, not more than 2 Business Days after (1) Lenders receive notice from Agent that a Swingline Loan has been advanced in respect of a drawing under a Letter of Credit or LC Guaranty or (2) in any other circumstance, demand is made by Agent during the continuance of an Event of Default, each Lender shall irrevocably and unconditionally purchase and receive from Agent, without recourse or warranty from Agent, an undivided interest and participation in each Swingline Loan to the extent of such Lender’s Revolving Loan Percentage thereof, by paying to Agent, in same day funds, an amount equal to such Lender’s Revolving Loan Percentage of such Swingline Loan. Swingline Loans will be settled between the Agent and the Lenders in the manner set forth in subsection 3.1.2 and Agent will settle any interest and principal actually received from Borrowers with any Lender that becomes participant in the Swingline Loan during the continuance of an Event of Default pursuant to immediately preceding sentence on a weekly (or more frequently, as determined by Agent in its sole discretion) basis. For purposes of this Agreement, Swingline Loans shall include any “Swingline Loans” made under the Original Loan Agreement and outstanding on the Closing Date.

     1.1.5. Agent Loans. Upon the occurrence and during the continuance of an Event of Default, Agent, in its sole discretion, may make Revolving Credit Loans on behalf of Lenders, in an aggregate amount not to exceed $5,000,000, if Agent, in its reasonable business judgment, deems that such Revolving Credit Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood, or maximize the amount of, repayment of the Loans and the other Obligations, or (iii) to pay any other amount chargeable to any Borrower pursuant to this Agreement, including without limitation costs, fees and expenses as described in Sections 2.8 and 2.9 (hereinafter, “Agent Loans”); provided, that in no event shall (a) the maximum principal amount of the Revolving Credit Loans plus the Dollar Equivalent of the LC Amount and the LC Obligations exceed the aggregate Revolving Loan Commitments and (b) Majority Lenders may at any time revoke Agent’s authorization to make Agent Loans. Any such revocation must be in writing and shall become effective prospectively upon Agent’s receipt thereof. Each Lender shall be obligated to advance its Revolving Loan Percentage of each Agent Loan. If Agent Loans are made pursuant to the preceding sentence, then (a) the Borrowing Base shall be deemed increased by the amount of such permitted Agent Loans, but only for so long as Agent allows such Agent Loans to be outstanding, and (b) all Lenders that have committed to make Revolving Credit Loans shall be bound to

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make, or permit to remain outstanding, such Agent Loans based upon their Revolving Loan Percentages in accordance with the terms of this Agreement.

     1.2. Letters of Credit; LC Guaranties.

     1.2.1. Issuance of Letters of Credit and LC Guarantees. Agent agrees, for so long as no Default or Event of Default exists and if requested by a Borrower, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, Letters of Credit (sight drafts only) for the account of a Borrower or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to letters of credit issued for a Borrower’s account by other Persons; provided, that (a) the Dollar Equivalent of the LC Amount shall not exceed $15,000,000 at any time and (b) at no time will a Letter of Credit or LC Guaranty be issued if doing so could cause a violation of subsection 1.1.1. Prior to the Closing Date, Bank issued certain letters of credit for the account of one or more Borrowers under the Original Loan Agreement, which Letters of Credit are still outstanding on the Closing Date and are more particularly described on Exhibit 1.2.1 hereto (the “Existing Letters of Credit”). Agent, Lenders and Borrowers hereby agree that the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement on the Closing Date. No Letter of Credit or LC Guaranty may have an expiration date (a) after the last day of the Term, (b) in the case of standby Letters of Credit or LC Guaranties supporting standby letters of credit, more than 1 year after the issuance date thereof or (c) in the case of documentary Letters of Credit or LC Guaranties supporting documentary letters of credit, more than 180 days after the issuance date thereof.

     1.2.2. Lender Participation. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to the sum of the Dollar Equivalent of the applicable LC Amount and the applicable LC Obligations multiplied by such Lender’s Revolving Loan Percentage. Agent will notify each Lender on a weekly basis, or if determined by Agent, a more frequent basis, upon presentation to it of a draw under a Letter of Credit or a demand for payment under a LC Guaranty. On a weekly basis, or more frequently if requested by Agent, each Lender shall make payment to Agent in immediately available funds in Dollars, of an amount equal to such Lender’s pro rata share (based on such Lender’s Revolving Loan Percentage) of the amount of any payment made by Agent in respect to any Letter of Credit or LC Guaranty. The obligation of each Lender to reimburse Agent under this subsection 1.2.2 shall be unconditional, continuing, irrevocable and absolute, except in respect of indemnity claims arising out of Agent’s willful misconduct or gross negligence. In the event that any Lender fails to make payment to Agent of any amount due under this subsection 1.2.2, Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until Agent receives such payment from such Lender or such

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obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Lender of its obligation to reimburse the Agent for such amount in accordance with this subsection 1.2.2.

     1.2.3. Reimbursement. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans in Dollars that are Base Rate Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to the Dollar Equivalent of such LC Obligations multiplied by such Lender’s Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. In no event shall Agent or any Lender make any Revolving Credit Loan in respect of any Obligation that has already been satisfied by any Borrower.

     1.3. Reallocation of Revolving Loan Commitments.

          Each Borrower and each Lender hereby acknowledges and agrees that on the Closing Date each Lender will each assign portions of its existing Revolving Loan Commitment to and among the various other Lenders, without recourse and without representations or warranties other than that no liens or security interests were created by such Lender on such Lender’s Revolving Loan Commitment, in amounts sufficient to cause each Lender’s respective Revolving Loan Commitment to be the amounts set forth below such Lender’s name on the signature pages to this Agreement.

     1.4. Borrowing Agent.

          For ease of administration of this Agreement, each Borrower other than Wabash hereby appoints Wabash as its borrowing agent hereunder. In such capacity, Wabash will request all Revolving Credit Loans to be made pursuant to Section 1.1, will request all Letters of Credit and LC Guaranties to be issued pursuant to Section 1.2 and will submit all LIBOR Requests with respect to obtaining any LIBOR Portion pursuant to subsection 3.1.7, converting any Base Rate Portion into a LIBOR Portion pursuant to subsection 3.1.8 or continuing any LIBOR Portion into a subsequent Interest Period pursuant to subsection 3.1.9, in each case pursuant to the procedures set forth in Section 3.1. Notwithstanding anything to the contrary contained in this Agreement, no Borrower other than Wabash shall be entitled to directly request any Revolving Credit Loans, Letters of Credit or LC Guaranties or to submit any LIBOR Requests hereunder and such requests shall be directed through Wabash, as borrowing agent hereunder, for any requesting Borrower. The proceeds of all Revolving Credit Loans made hereunder shall be advanced to or at the direction of Wabash and used solely for the purposes described in subsection 1.1.3.

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     1.5. Alternate Currencies.

          After the Closing Date, Borrowers may request that Letters of Credit and/or LC Guaranties be issued in any lawful currency other than Dollars that is at such time freely traded in the offshore interbank foreign exchange and foreign deposit market in which Bank customarily funds loans in currencies other than Dollars, by means of a written request received by Agent at least 7 Business Days prior to the issuance date for the Letter of Credit or LC Guaranty. Agent may accept or reject such request in the exercise of its sole discretion and shall promptly inform Borrowers thereof. If Agent accepts any such request, the currency designated shall be referred to as an “Agreed Alternate Currency”. Notwithstanding the foregoing, any otherwise Agreed Alternate Currency shall automatically cease being an Agreed Alternate Currency at such time that, in Agent’s determination, such currency could not reasonably be converted by Agent into Dollars within 3 Business Days. Upon any draw upon a Letter of Credit or LC Guaranty, the amount of such draw shall be immediately converted into Dollars in the manner provided in Section 1.6. All reserves against Availability relating to the LC Amount or LC Obligations shall be adjusted at a frequency determined by Agent (but no less frequently than monthly) on the basis of a mark-to-market conversion completed in the manner set forth in Section 1.6.

          1.6. Dollars; Conversion to Dollars.

          Unless otherwise specifically set forth in this Agreement, all monetary amounts shall be in Dollars. All valuations or computations of monetary amounts set forth in this Agreement shall include the Dollar Equivalent of amounts designated in any Agreed Alternate Currency. In connection with all Dollar amounts set forth in this Agreement, all amounts in any Agreed Alternate Currency shall be converted to Dollars in accordance with prevailing exchange rates, as determined by Agent in its sole discretion, on the applicable date.

          1.7. Judgment Currency; Contractual Currency.

     (i) If, for the purpose of obtaining or enforcing judgment against any Borrower or Guarantor or any other party to this Agreement in any court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 1.7 referred to as the “Judgment Currency”) an amount due under any Loan Document in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that will give effect to such conversion being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 1.7 being hereinafter in this Section 1.7 referred to as the “Judgment Conversion Date”).

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     (ii) If, in the case of any proceeding in the court of any jurisdiction referred to in subsection 1.7(i), there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt for value of the amount due, the applicable Borrower or Guarantor shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from a Borrower or Guarantor under this subsection 1.7(ii) shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of any of the Documents.

     (iii) The term “rate of exchange” in this Section 1.7 means the rate of exchange at which Agent would, on the relevant date at or about 12:00 noon (Chicago time), be prepared to sell the Obligation Currency against the Judgment Currency.

     (iv) Any amount received or recovered by Agent in respect of any sum expressed to be due to it (whether for itself or as trustee for any other person) from any Borrower or Guarantor of any other party under this Agreement or under any of the other Loan Documents in a currency other than the currency (the “contractual currency”) in which such sum is so expressed to be due (whether as a result of or from the enforcement of, any judgment or order of a court or tribunal of any jurisdiction, the winding-up of a Borrower or Guarantor or otherwise) shall only constitute a discharge of such Borrower or Guarantor to the extent of the amount of the contractual currency that Agent is able, in accordance with its usual practice, to purchase with the amount of the currency so received or recovered on the date of receipt or recovery (or, if later, the first date on which such purchase is practicable). If the amount of the contractual currency so purchased is less than the amount of the contractual currency so expressed to be due, such Borrower or Guarantor shall indemnify Agent against any loss sustained by it as a result, including the cost of making any such purchase.

     1.8. Common Enterprise.

          Wabash is the direct or indirect and beneficial owner and holder of all of the issued and outstanding shares of stock or other equity interests in each other Borrower and Subsidiary Guarantor. Borrowers and Subsidiary Guarantors make up a related organization of various entities constituting a single economic and business enterprise so that Borrowers and Subsidiary Guarantors share a substantial identity of interests such that any benefit received by any one of them benefits the others. Borrowers and certain of the Subsidiary Guarantors render services to or for the benefit of Borrowers and/or the other Subsidiary

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Guarantors, as the case may be, purchase or sell and supply goods to or from or for the benefit of the others, make loans, advances and provide other financial accommodations to or for the benefit of Borrowers and Subsidiary Guarantors (including inter alia, the payment by Borrowers and Subsidiary Guarantors of creditors of the Borrowers or Subsidiary Guarantors and guarantees by Borrowers and Subsidiary Guarantors of indebtedness of Borrowers and Subsidiary Guarantors and provide administrative, marketing, payroll and management services to or for the benefit of Borrowers and Subsidiary Guarantors). Borrowers and Subsidiary Guarantors have centralized accounting, common officers and directors and are in certain circumstances, identified to creditors as a single economic and business enterprise.

          1.9. Effectiveness of this Agreement; Effect of Amendment and Restatement.

          Prior the Closing Date, the Original Loan Agreement and all of the Loan Documents (as defined in the Original Loan Agreement) (the “Original Loan Documents”) shall remain in full force and effect and the indebtedness and other liabilities of each Borrower shall be governed by the Original Loan Agreement and the Original Loan Documents. Effective upon the Closing Date, the indebtedness and other liabilities of each Borrower previously governed by the Original Loan Agreement and the Original Loan Documents shall continue in full force and effect, but shall be governed by the terms and conditions set forth in this Agreement and the other Loan Documents. Such liabilities, together with any and all additional liabilities incurred by each Borrower hereunder or under any of the other Loan Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth herein and in the Security Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by such Borrower contained in any and all Security Documents. Effective upon the Closing Date, the effectiveness of this Agreement shall not constitute a novation or repayment of the indebtedness outstanding under the Original Loan Agreement. Each Borrower hereby acknowledges and agrees that effective as of the Closing Date any and all references to Original Loan Documents in the Original Loan Agreement shall be deemed to be amended to refer to Loan Documents under this Agreement. Each Borrower hereby reaffirms its obligations, liabilities and indebtedness arising under this Agreement and each of the Loan Documents existing on the Closing Date, in each case after giving effect to the provisions of the preceding sentence.

SECTION 2. INTEREST, FEES AND CHARGES

     2.1. Interest.

     2.1.1. Rates of Interest. Interest shall accrue on the principal amount of the Base Rate Portions outstanding at the end of each day at a fluctuating rate per annum equal to the Applicable Margin then in effect plus the Base Rate. Said rate of interest shall increase or decrease by an amount equal to any increase or decrease in the Base Rate, effective as of the opening of business on the day that any such change in the Base Rate occurs. If a Borrower exercises its LIBOR Option as provided in

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Section 3.1, interest shall accrue on the principal amount of the LIBOR Portions outstanding at the end of each day at a rate per annum equal to the Applicable Margin then in effect plus the LIBOR applicable to each LIBOR Portion for the corresponding Interest Period.

     2.1.2. Default Rate of Interest. At the option of Agent or the Majority Lenders, upon and after the occurrence of an Event of Default and during the continuation thereof, the principal amount of all Loans shall bear interest at a rate per annum equal to 2.0% plus the interest rate otherwise applicable thereto (the “Default Rate”).

     2.1.3. Maximum Interest. In no event whatsoever shall the aggregate of all amounts deemed interest hereunder or under the Notes and charged or collected pursuant to the terms of this Agreement or pursuant to the Notes exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. If any provisions of this Agreement or the Notes are in contravention of any such law, such provisions shall be deemed amended to conform thereto (the “Maximum Rate”). If at any time, the amount of interest paid hereunder is limited by the Maximum Rate, and the amount at which interest accrues hereunder is subsequently below the Maximum Rate, the rate at which interest accrues hereunder shall remain at the Maximum Rate, until such time as the aggregate interest paid hereunder equals the amount of interest that would have been paid had the Maximum Rate not applied.

     2.2. Computation of Interest and Fees.

          Interest, Letter of Credit and LC Guaranty fees and Unused Line Fees hereunder shall be calculated daily and shall be computed on the actual number of days elapsed over a year of 360 days.

     2.3. Fee Letter.

          Borrowers shall jointly and severally pay to Agent certain fees and other amounts in accordance with the terms of the third amended and restated fee letter among Borrowers and Agent, dated as of the date hereof (the “Fee Letter”).

     2.4. Letter of Credit and LC Guaranty Fees.

     Borrowers shall jointly and severally pay to Agent:

     (i) for standby Letters of Credit and LC Guaranties of standby letters of credit, for the ratable benefit of Lenders a per annum fee equal to the Applicable Margin then in effect for LIBOR Portions of the aggregate undrawn available amount of such Letters of Credit and LC Guaranties outstanding from time to time during the term of this Agreement, plus all normal and customary charges associated with the issuance, processing and administration thereof, which fees and charges shall be deemed fully earned

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upon issuance (or as advised by Agent or Bank) of each such Letter of Credit or LC Guaranty, shall be due and payable in arrears on the first Business Day of each month (or as advised by Agent or Bank) and shall not be subject to rebate or proration upon the termination of this Agreement for any reason; provided, that at any time that the Default Rate is in effect, the fee applicable under this subsection shall be equal to the otherwise applicable fee plus 2.00%;

     (ii) for documentary Letters of Credit and LC Guaranties of documentary letters of credit, for the ratable benefit of Lenders a per annum fee equal to the Applicable Margin then in effect for LIBOR Portions of the aggregate undrawn available amount of such Letters of Credit and LC Guaranties outstanding from time to time during the term of this Agreement, plus all normal and customary charges associated with the issuance, processing and administration of each such Letter of Credit or LC Guaranty (which fees and charges shall be fully earned upon issuance, renewal or extension (as the case may be) of each such Letter of Credit or LC Guaranty (or as advised by Agent or Bank), shall be due and payable in arrears on the first Business Day of each month (or as advised by Agent or Bank), and shall not be subject to rebate or proration upon the termination of this Agreement for any reason); provided, that at any time that the Default Rate is in effect, the fee applicable under this subsection shall be equal to the otherwise applicable fee plus 2.00%; and

     (iii) with respect to all Letters of Credit and LC Guaranties, for the account of Agent only, a per annum fronting fee equal to 0.125% of the aggregate undrawn available amount of such Letters of Credit and LC Guaranties outstanding from time to time during the term of this Agreement, which fronting fees shall be due and payable monthly in arrears on the first Business Day of each month and shall not be subject to rebate or proration upon the termination of this Agreement for any reason.

          2.5. Unused Line Fee.

          Borrowers shall jointly and severally pay to Agent, for the ratable benefit of Lenders and Agent (as lender of the Swingline Loans), a fee (the “Unused Line Fee”) equal to the Applicable Margin per annum for the Unused Line Fee multiplied by the average daily amount by which the Revolving Credit Maximum Amount exceeds the sum of (i) the outstanding principal balance of the Revolving Credit Loans and the Swingline Loans plus (ii) the sum of the Dollar Equivalent of the LC Amount and the LC Obligations; provided, that for purposes of allocating the Unused Line Fee among Lenders (other than Agent), outstanding Swingline Loans shall not be included as part of the outstanding balance of the Loans for purposes of calculating such fees owed to Lenders other than Agent. The Unused Line Fee shall be payable monthly in arrears on the first day of each month hereafter.

          2.6. Intentionally omitted.

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          2.7. Audit Fees.

          Borrowers shall jointly and severally pay to Agent commercially reasonable audit fees in accordance with Agent’s current schedule of fees in effect from time to time in connection with audits of the books and records and Properties of each Borrower and its Subsidiaries and such other matters as Agent shall deem appropriate in its reasonable credit judgment, plus all reasonable out-of-pocket expenses incurred by Agent in connection with such audits, whether such audits are conducted by employees of Agent or by third parties hired by Agent. Such audit fees and out-of-pocket expenses shall be payable on the first day of the month following the date of issuance by Agent of a request for payment thereof to Wabash. Agent may, in its discretion, provide for the payment of such amounts by making appropriate Revolving Credit Loans to one or more Borrowers and charging the appropriate Loan Account or Loan Accounts therefor.

          2.8. Reimbursement of Expenses.

          If, at any time or times regardless of whether or not an Event of Default then exists, (i) Agent or Arranger incurs reasonable legal or accounting expenses or any other costs or out-of-pocket expenses in connection with (1) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations (including, without limitation, printing and distribution of materials to prospective Lenders and all costs associated with bank meetings, but excluding any closing fees paid to Lenders in connection therewith) or (2) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; or (ii) Agent, Arranger or any Lender incurs reasonable legal or accounting expenses or any other costs or out-of-pocket expenses in connection with (1) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents or any Borrower’s, any Subsidiary’s or any Guarantor’s affairs; (2) any amendment, modification, waiver or consent with respect to the Loan Documents requested of any Lender at a time when an Event of Default is in existence; (3) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including, without limitation, the Account Debtors; or (4) any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; then all such reasonable legal and accounting expenses, other costs and out of pocket expenses of Agent or any Lender, as applicable, shall be charged to Borrowers on a joint and several basis; provided, that Borrowers shall not be responsible for such expenses, costs and out-of-pocket expenses to the extent incurred because of the gross negligence or willful misconduct of Agent, Arranger or such Lender seeking reimbursement. All amounts chargeable to Borrowers under this Section 2.8 shall be Obligations secured by all of the Collateral, shall be payable on demand to Agent or such Lender, as the case may be, and shall bear interest from the date such demand is made until paid in full at the rate applicable to Base Rate Portions from time to time. Borrowers shall also jointly and severally reimburse Agent and Lenders for expenses incurred by Agent in its administration of the

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Collateral to the extent and in the manner provided in Sections 2.9 and 2.10 hereof. Agent may, in its discretion, provide for the payment of such amounts by making appropriate Revolving Credit Loans to one or more Borrowers and charging the appropriate Loan Account or Loan Accounts therefor.

          2.9. Bank Charges.

          Borrowers shall jointly and severally pay to Agent and each applicable Lender, on demand, any and all fees, costs or expenses which Agent or such Lender pays to a bank or other similar institution arising out of or in connection with (i) the forwarding to any Borrower or any other Person on behalf of any Borrower, by Agent or any Lender, of proceeds of Loans made to any Borrower pursuant to this Agreement and (ii) the depositing for collection by Agent or any Lender of any check or item of payment received or delivered to Agent or any Lender on account of the Obligations.

          2.10. Collateral Protection Expenses; Appraisals; Field Examinations.

          All commercially reasonable out-of-pocket expenses incurred in protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral, and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof shall be jointly and severally borne and paid by Borrowers. If Borrowers fail to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay the same and charge one or more Borrowers therefor or make appropriate Revolving Credit Loans to one or more Borrowers and change the appropriate Loan Account or Loan Accounts therefor. At Borrowers’ joint and several expense, as requested by Agent or Majority Lenders in their reasonable credit judgment, Agent shall (a) obtain one (1) desk top appraisal of the Inventory and the Trailer Inventory of the Companies conducted by a third party appraiser reasonably acceptable to Agent in any calendar year and (b) obtain one (1) appraisal of the Inventory and the Trailer Inventory of the Companies from a third party appraiser reasonably acceptable to Agent in any calendar year, each of which appraisals shall include an assessment of the net orderly liquidation percentage of each category or type of Inventory and Trailer Inventory; provided that if an Event of Default has occurred and is continuing, (x) Agent may obtain such additional desk top appraisals and appraisals in its reasonable discretion and (y) Agent may obtain appraisals of the fixed assets of the Companies conducted by a third party appraiser reasonably acceptable to Agent (provided that Borrowers shall be required to reimburse Agent for only one such fixed asset appraisal during the term of this Agreement). Additionally, from time to time, if Agent or any Lender determines that obtaining appraisals is necessary in order for it to comply with applicable laws or regulations, and at any time if a Default or an Event of Default shall have occurred and be continuing, Agent may, and at the direction of the applicable Lender, Agent shall, at Borrowers’ joint and several expense, obtain appraisals from appraisers (who may be personnel of Agent), stating the then current fair market value of all or any portion of the real Property or personal Property of any Company, including without limitation the Inventory of any Company. Additionally, as requested by Agent or Majority Lenders from time to time upon prior notice and during normal business hours, Agent shall obtain field examinations conducted by a third party

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examiner reasonably acceptable to Agent at Borrowers’ joint and several expense, including all commercially reasonable out-of-pocket expenses and the Agent’s standard per day charge per field examiner (currently $1,000 per day per field examiner); provided, however, that if no Event of Default has occurred or is continuing, Borrowers shall only be required to pay for three (3) field examinations annually.

          2.11. Payment of Charges.

          All amounts chargeable to any Borrower under this Agreement shall be Obligations secured by all of the Collateral, shall be, unless specifically otherwise provided, payable on demand and shall bear interest from the date demand was made or such amount is due, as applicable, until paid in full at the rate applicable to Base Rate Portions from time to time.

          2.12. No Deductions.

          Any and all payments or reimbursements made hereunder shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto; excluding, however, the following: taxes imposed on the income of Agent or any Lender or franchise taxes by the jurisdiction under the laws of which Agent or any Lender is organized or doing business or any political subdivision thereof and taxes imposed on its income by the jurisdiction of Agent’s or such Lender’s applicable lending office or any political subdivision thereof or franchise taxes (all such taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding such taxes imposed on net income, herein “Tax Liabilities”). If any Borrower shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable hereunder to Agent or any Lender, then the sum payable hereunder by Borrowers shall be increased as may be necessary so that, after all required deductions are made, Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made.

          2.13. Joint and Several Obligations.

          Each Borrower acknowledges that it is jointly and severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all indebtedness, liabilities and obligations of every kind and nature of each other Borrower to Agent and Lenders and, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent or any Lender. Each Borrower agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times.

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          Each Borrower hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Borrower or any Guarantor or other action to enforce the same, (c) the waiver or consent by Agent or any Lender with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Borrower and delivered to Agent or any Lender (other than a waiver, forgiveness or consent by Agent and Lenders that reduces the amount of any of the Obligations), (d) the failure by Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or Collateral for the Obligations, for its benefit, (e) Agent’s or any Lender’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Borrower as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Section 502 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Lender’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a borrower or a guarantor.

          Each Borrower hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any Borrower, protest or notice with respect to the Obligations and all demands whatsoever, and covenants that this guaranty will not be discharged, except by complete and irrevocable payment and performance of the Obligations. No notice to any Borrower or any other party shall be required for Agent or any Lender to make demand hereunder. Such demand shall constitute a mature and liquidated claim against the applicable Borrower. Upon the occurrence of any Event of Default, Agent or any Lender may, in its sole election, proceed directly and at once, without notice, against all or any Borrower to collect and recover the full amount or any portion of the Obligations, without first proceeding against any other Borrower or any other Person, or any security or collateral for the Obligations. During the existence of an Event of Default, Agent and each Lender shall have the exclusive right to determine the application of payments and credits, if any from any Borrower, any other Person or any security or collateral for the Obligations, on account of the Obligations or of any other liability of any Borrower to Agent or any Lender.

          At any time after and during the continuance of an Event of Default, Agent and each Lender may, in its sole discretion, without notice to any Borrower and regardless of the acceptance of any collateral for the payment hereof, appropriate and apply toward payment of the Obligations (i) any indebtedness due or to become due from Agent or any Lender to such Borrower and (ii) any moneys, credits or other property belonging to such

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Borrower at any time held by or coming into the possession of Agent or any Lender or any Affiliates thereof, whether for deposit or otherwise.

          Notwithstanding anything to the contrary set forth in this Section 2.13, it is the intent of the parties hereto that the liability incurred by each Borrower in respect of the Obligations of the other Borrowers (and any Lien granted by each Borrower to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Borrower, Agent and each Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Borrower in respect of the Obligations of any other Borrower (or any Liens granted by such Borrower to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Loan Documents shall automatically be deemed to have been amended accordingly.

          Each Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other Borrower or any Guarantor, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among each Borrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this Section 2.13 and such waivers, Agent and Lenders would decline to enter into this Agreement.

          Each Borrower agrees that the provisions of this Section 2.13 are for the benefit of Agent and Lenders and their respective successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any other Borrower and Agent or Lenders, the obligations of such other Borrower under the Loan Documents.

          Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, and except as set forth in Section 2.13, each Borrower hereby expressly and irrevocably subordinates to payment of the Obligations any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off (including those set forth in Section 2.14) and any and all defenses available to a surety, guarantor or accommodation co-obligor until the Obligations are indefeasibly paid in full in cash. Each Borrower acknowledges and agrees that this subordination is intended to benefit Agent and Lenders and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Section 2.13, and that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.13.

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          If Agent or any Lender may, under applicable law, proceed to realize its benefits under any of the Loan Documents giving Agent or such Lender a Lien upon any Collateral, whether owned by any Borrower or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, Agent or any Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section 2.13. If, in the exercise of any of its rights and remedies, Agent or any Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Borrower or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Borrower hereby consents to such action by Agent or such Lender and waives any claim based upon such action, even if such action by Agent or such Lender shall result in a full or partial loss of any rights of subrogation that each Borrower might otherwise have had but for such action by Agent or such Lender. Any election of remedies that results in the denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations. In the event Agent or any Lender shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or the Loan Documents, Agent or such Lender may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by Agent or such Lender but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether Agent, Lender or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 2.13, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale.

          The liability of Borrowers under this Section 2.13 is in addition to and shall be cumulative with all liabilities of each Borrower to Agent and Lenders under this Agreement and the other Loan Documents to which such Borrower is a party or in respect of any Obligations or obligation of the other Borrower, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

          2.14. Subrogation and Contribution.

          Each Borrower agrees that if any other Borrower or any Guarantor makes a payment in respect of the Obligations, subject to Section 2.13, it shall be subrogated to the rights of the payees thereof against the other Borrowers and Guarantors with respect to such payment and shall have the rights of contribution set forth below against the other Borrowers and Guarantors. Subject to Section 2.13, each Borrower or Guarantor shall make payments in respect of the Obligations or contribution payments to the other Borrowers and Guarantors such that, taking into account all payments received on account of subrogation or contribution rights: (a) each Borrower or Guarantor shall have repaid at some time after the date hereof all Obligations the benefit of which have been received by it or, if the aggregate of all such repayments would exceed the outstanding Obligations, its pro rata share of the

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outstanding Obligations, in accordance with the benefit received by it and (b) if there remain Obligations unpaid after application of the payments referred to above, the deficiency shall be shared by Borrowers and Guarantors pro rata in preparation to their respective net worths on the Closing Date.

SECTION 3. LOAN ADMINISTRATION.

          3.1. Manner of Borrowing Revolving Credit Loans/LIBOR Option.

          Borrowings under the credit facility established pursuant to Section 1 hereof shall be as follows:

     3.1.1. Loan Requests. A request for a Revolving Credit Loan shall be made, or shall be deemed to be made, in the following manner: (a) subject to the terms of Section 1.4, Wabash (on behalf of Borrowers) may give Agent notice of its intention to borrow, in which notice Wabash shall specify the amount of the proposed borrowing of a Revolving Credit Loan (which shall be no less than $500,000 or an integral multiple of $100,000) and the proposed borrowing date, which shall be a Business Day, no later than 11:00 a.m. (Chicago, Illinois time) on the proposed borrowing date (or in accordance with subsection 3.1.7, 3.1.8 or 3.1.9, as applicable, in the case of a request for a LIBOR Portion), provided, however, that no such request may be made at a time when there exists a Default or an Event of Default; and (b) the becoming due of any amount required to be paid under this Agreement, or the Notes, whether as interest or for any other Obligation, shall be deemed irrevocably to be a request by a Borrower for a Revolving Credit Loan on the due date in the amount required to pay such interest or other Obligation.

     3.1.2. Payment by Lenders. Agent shall give to each Lender prompt written notice by facsimile, telex or cable of the receipt by Agent from Wabash of any request for a Revolving Credit Loan. Each such notice shall specify the requested date and amount of such Revolving Credit Loan, whether such Revolving Credit Loan shall be subject to the LIBOR Option, and the amount of each Lender’s advance thereunder (in accordance with its applicable Revolving Loan Percentage). Each Lender shall, not later than 2:00 p.m. (Chicago time) on such requested date, wire to a bank designated by Agent the amount of that Lender’s Revolving Loan Percentage of the requested Revolving Credit Loan. The failure of any Lender to make the Revolving Credit Loans to be made by it shall not release any other Lender of its obligations hereunder to make its Revolving Credit Loan. Neither Agent nor any other Lender shall be responsible for the failure of any other Lender to make the Revolving Credit Loan to be made by such other Lender. The foregoing notwithstanding, Agent, in its sole discretion, may from its own funds make a Revolving Credit Loan on behalf of any Lender. In such event, the Lender on behalf of whom Agent made the Revolving Credit Loan shall reimburse Agent for the amount of such Revolving Credit Loan made on its behalf, on a weekly (or more frequent, as determined by Agent in its sole discretion) basis. In addition, Agent shall notify Lenders on a weekly (or more frequent, as determined by Agent in its sole discretion) basis regarding settlement of

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the Swingline Loans, and promptly following such notice, each Lender shall reimburse Agent (in accordance with its applicable Revolving Loan Percentage) for the amount of the Swingline Loans outstanding. On each such settlement date, Agent will pay to each Lender the net amount owing to such Lender in connection with such settlement, including without limitation amounts relating to Loans, fees, interest and other amounts payable hereunder. The entire amount of interest attributable to such Revolving Credit Loan or Swingline Loan for the period from the date on which such Revolving Credit Loan or Swingline Loan was made by Agent on such Lender’s behalf until Agent is reimbursed by such Lender, shall be paid to Agent for its own account.

     3.1.3. Disbursement. Each Borrower hereby irrevocably authorizes Agent to disburse the proceeds of each Loan requested, or deemed to be requested, pursuant to subsection 3.1.1 as follows: (i) the proceeds of each Revolving Credit Loan requested under subsection 3.1.1(a) shall be disbursed by Agent in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance with the terms of the written disbursement letter from Borrowers, and in the case of each subsequent borrowing, by wire transfer to such bank account as may be agreed upon by Borrowers and Agent from time to time or elsewhere if pursuant to a written direction from a Borrower and (ii) the proceeds of each Revolving Credit Loan deemed requested under subsection 3.1.1(b) shall be disbursed by Agent by way of direct payment of the relevant interest or other Obligation. If at any time any Loan is funded by Agent or Lenders in excess of the amount requested or deemed requested by a Borrower, such Borrower agrees to repay the excess to Agent immediately upon the earlier to occur of (a) such Borrower’s discovery of the error and (b) notice thereof to such Borrower from Agent or any Lender.

     3.1.4. Authorization. Each Borrower hereby irrevocably authorizes Agent, in Agent’s sole discretion, to advance to Wabash or another Borrower, and to charge to the appropriate Borrower’s Loan Account hereunder as a Revolving Credit Loan (which shall be a Base Rate Portion), a sum sufficient to pay all interest accrued on the Obligations during the immediately preceding month, to pay all principal due and payable at any time and to pay all fees, costs and expenses and other Obligations at any time owed by each Borrower to Agent, Arranger or any Lender hereunder; provided however that the applicable Borrower shall have 2 Business Days to review and pay expenses related to attorneys’ fees prior to Agent charging the appropriate Borrower’s Loan Account hereunder related thereto.

     3.1.5. Letter of Credit and LC Guaranty Requests. A request for a Letter of Credit or LC Guaranty shall be made in the following manner: Wabash (on behalf of Borrowers) shall give Agent and Bank a written notice of its request for the issuance of a Letter of Credit or LC Guaranty, not later than 11:00 a.m. (Chicago, Illinois time), at least one Business Day before the proposed issuance date thereof, in which notice such Borrower shall specify the proposed issuer, issuance date and format and wording for the Letter of Credit or LC Guaranty being requested (which shall be satisfactory to Agent and the Person being asked to issue such Letter of Credit or LC

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Guaranty); provided, that no such request may be made at a time when there exists a Default or Event of Default. Such request shall be accompanied by an executed application and reimbursement agreement in form and substance satisfactory to Agent and the Person being asked to issue the Letter of Credit or LC Guaranty, as well as any required corporate resolutions or other documents reasonably requested by Agent or Bank.

     3.1.6. Method of Making Requests. As an accommodation to Borrowers, unless a Default or an Event of Default is then in existence, (i) Agent shall permit telephonic or electronic requests for Revolving Credit Loans to Agent, (ii) Agent and Bank may, in their discretion, permit electronic transmittal of requests for Letters of Credit and LC Guaranties to them, and (iii) Agent may, in Agent’s discretion, permit electronic transmittal of instructions, authorizations, agreements or reports to Agent. Unless a Borrower specifically directs Agent or Bank, as applicable in writing not to accept or act upon telephonic or electronic communications from such Borrower (which direction shall only be applicable to the Persons who have received the same in writing), neither Agent, Bank nor any Lender shall have any liability to any Borrower for any loss or damage suffered by any Borrower as a result of Agent’s or Bank’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Agent or Bank by any Borrower, and neither Agent or Bank shall have any duty to verify the origin of any such communication or the authority of the Person sending it. Each telephonic request for a Revolving Credit Loan accepted by Agent or Bank hereunder shall be promptly followed by a written confirmation of such request from the applicable Borrower to Agent and Bank.

     3.1.7. LIBOR Portions. Provided that as of both the date of the LIBOR Request and the first day of the Interest Period, no Default or Event of Default exists, in the event a Borrower desires to obtain a LIBOR Portion, Wabash (on behalf of such Borrower) shall give Agent a LIBOR Request no later than 11:00 a.m. (Chicago, Illinois time) on the third Business Day prior to the requested borrowing date. Each LIBOR Request shall be irrevocable and binding on Borrowers. In no event shall Borrowers be permitted to have outstanding at any one time LIBOR Portions with more than six (6) different Interest Periods.

     3.1.8. Conversion of Base Rate Portions. Provided that as of both the date of the LIBOR Request and the first day of the Interest Period, no Default or Event of Default exists, a Borrower may, on any Business Day, convert any Base Rate Portion of such Borrower into a LIBOR Portion. If a Borrower desires to convert a Base Rate Portion, Wabash (on behalf of such Borrower) shall give Agent a LIBOR Request no later then 11:00 a.m. (Chicago, Illinois time) on the third Business Day prior to the requested conversion date. After giving effect to any conversion of Base Rate Portions to LIBOR Portions, Borrowers shall not be permitted to have outstanding at any one time LIBOR Portions with more than six (6) different Interest Periods.

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     3.1.9. Continuation of LIBOR Portions. Provided that as of both the date of the LIBOR Request and the first day of the Interest Period, no Default or Event of Default exists, a Borrower may, on any Business Day, continue any LIBOR Portions of such Borrower into a subsequent Interest Period of the same or a different permitted duration. If a Borrower desires to continue a LIBOR Portion, Wabash (on behalf of such Borrower) shall give Agent a LIBOR Request no later than 11:00 a.m. (Chicago, Illinois time) on the second Business Day prior to the requested continuation date. After giving effect to any continuation of LIBOR Portions, Borrowers shall not be permitted to have outstanding at any one time LIBOR Portions with more than six (6) different Interest Periods. If a Borrower shall fail to give timely notice of its election to continue any LIBOR Portion or portion thereof as provided above, or if such continuation shall not be permitted, such LIBOR Portion or portion thereof, unless such LIBOR Portion shall be repaid, shall automatically be converted into a Base Rate Portion at the end of the Interest Period then in effect with respect to such LIBOR Portion.

     3.1.10. Inability to Make LIBOR Portions. Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection 3.1.10, the term “Lender” shall include the office or branch where such Lender or any corporation or bank then controlling such Lender makes or maintains any LIBOR Portions) to make or maintain its LIBOR Portions, or if with respect to any Interest Period, Agent is unable to determine the LIBOR relating thereto, or adverse or unusual conditions in, or changes in applicable law relating to, the London interbank market make it, in the reasonable judgment of Agent, impracticable to fund therein any of the LIBOR Portions, or make the projected LIBOR unreflective of the actual costs of funds therefor to any Lender, the obligation of Agent and Lenders to make or continue LIBOR Portions or convert Base Rate Portions to LIBOR Portions hereunder shall forthwith be suspended during the pendency of such circumstances and the applicable Borrower shall, if any affected LIBOR Portions are then outstanding, promptly upon request from Agent, convert such affected LIBOR Portions into Base Rate Portions.

          3.2. Payments.

          Except where evidenced by Notes issued by one or more Borrowers to any Lender and accepted by such Lender specifically containing payment instructions that are in conflict with this Section 3.2 (in which case the conflicting provisions of said notes or other instruments shall govern and control), the Obligations shall be payable as follows:

     3.2.1. Principal. Principal on account of Revolving Credit Loans shall be payable by Borrowers to Agent for the ratable benefit of Lenders immediately upon the earliest of (i) at all times during a Dominion Period, the receipt by Agent, any Company or any Guarantor of any proceeds of any of the Collateral (except as otherwise provided herein), including without limitation pursuant to subsections 3.3.1 and 6.2.4, to the extent of said proceeds, subject to Borrowers’ rights to reborrow such

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amounts in compliance with subsection 1.1.1 hereof; (ii) the occurrence of an Event of Default in consequence of which Agent or Majority Lenders elect to accelerate the maturity and payment of the Obligations, (iii) subject to the provisions of subsection 1.1.2, at all times that the calculations set forth in subsection 1.1.1 reflect a negative amount, to the extent of such amount, or (iv) termination of this Agreement pursuant to Section 4 hereof; provided, however, that, if an Overadvance shall exist at any time, Borrowers shall, on demand, jointly and severally repay the Overadvance. Each payment (including principal prepayment) on account of principal of the Revolving Credit Loans shall be applied first to Base Rate Portions and then to LIBOR Portions.

     3.2.2. Interest.

     (i) Base Rate Portion. Interest accrued on Base Rate Portions shall be due and payable on the earliest of (1) the first calendar day of each month (for the immediately preceding month), computed through the last calendar day of the preceding month, (2) the occurrence of an Event of Default in consequence of which Agent or Majority Lenders elect to accelerate the maturity and payment of the Obligations or (3) termination of this Agreement pursuant to Section 4 hereof.

     (ii) LIBOR Portion. Interest accrued on each LIBOR Portion shall be due and payable on each LIBOR Interest Payment Date and on the earlier of (1) the occurrence of an Event of Default in consequence of which Agent or Majority Lenders elect to accelerate the maturity and payment of the Obligations or (2) termination of this Agreement pursuant to Section 4 hereof.

     3.2.3. Costs, Fees and Charges. Costs, fees and charges payable pursuant to this Agreement shall be jointly and severally payable by Borrowers to Agent, as and when provided in Section 2 or Section 3 hereof, as applicable to Agent or a Lender, as applicable, or to any other Person designated by Agent or such Lender in writing.

     3.2.4. Other Obligations. The balance of the Obligations requiring the payment of money, if any, shall be jointly and severally payable by Borrowers to Agent for distribution to Lenders, as appropriate, as and when provided in this Agreement, the Other Agreements or the Security Documents, or on demand, whichever is later.

     3.2.5. Prepayment of/Failure to Borrow LIBOR Portions. Borrowers may prepay a LIBOR Portion only upon at least three (3) Business Days prior written notice to Agent (which notice shall be irrevocable). In the event of (i) the payment of any principal of any LIBOR Portion other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (ii) the conversion of any LIBOR Portion other than on the last day of the Interest Period applicable thereto, or (iii) the failure to borrow, convert, continue or prepay any LIBOR Portion on the date specified in any notice delivered pursuant hereto, then, in any such event,

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Borrowers shall jointly and severally compensate each Lender for the loss, cost and expense attributable to such event, as determined by such Lender in a manner consistent with its customs and practices.

     3.3. Mandatory and Optional Prepayments.

     3.3.1. Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for proceeds of Collateral received during the existence of a Event of Default (which shall be applied as set forth in subsection 3.4.2), if any Company or any Guarantor sells any of the Collateral or if any of the Collateral is lost, damaged or destroyed or taken by condemnation, the applicable Company or Guarantor shall, unless otherwise agreed by Majority Lenders, pay to Agent for the ratable benefit of Lenders as and when received by such Company or Guarantor and as a mandatory prepayment of the Loans, as herein provided, a sum equal to 100% of the net proceeds (including insurance payments but net of costs and taxes incurred in connection with such sale or event) received by such Company or Guarantor from such sale, loss, damage, destruction or condemnation. In each case, the applicable prepayment shall be applied to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments and thereafter to any outstanding Obligations. In addition, if the Collateral subject to such sale, loss, damage, destruction or condemnation consists of Eligible Accounts, Eligible Inventory or Eligible Trailer Inventory, at all times such prepayment shall be specifically applied against any limits or sublimits contained in the Borrowing Base that are predicated on such Collateral.

     3.3.2. Intentionally omitted.

     3.3.3. Proceeds from Issuance of Additional Indebtedness. If any Borrower or any Guarantor issues any additional Indebtedness, Borrowers shall jointly and severally pay to Agent for the ratable benefit of Lenders, when and as received by any Borrower or any Guarantor and as a mandatory prepayment of the Obligations, a sum equal to 100% of the net proceeds to such Borrower or such Guarantor of the issuance of such Indebtedness. Any such prepayment shall be applied to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments.

     3.3.4. Proceeds from Issuance of Additional Equity. If any Borrower or any Guarantor issues any additional equity (excluding (i) equity issued upon exercise of employee and director options or as restricted stock issued under compensatory arrangements with employees, consultants and directors, (ii) equity issued in a stock split, stock dividend or similar capital event not for the purpose of raising cash and (iii) equity issued in a business combination not for the purposes of raising cash), Borrowers shall jointly and severally pay to Agent for the ratable benefit of Lenders, when and as received by any Borrower or any Guarantor, and as a mandatory prepayment of the Obligations, a sum equal to 50% of the net proceeds to such Borrower or such Guarantor of the issuance of such equity. Notwithstanding the

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foregoing, the net proceeds of the Lincolnshire Investment less approximately $8,000,000 (which shall be paid at the direction of Wabash directly by Lincolnshire to certain vendors) shall be applied on the Closing Date to reduce the outstanding principal balance of the Revolving Credit Loans. Any such prepayment shall be applied to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments.

     3.3.5. Other Mandatory Prepayments. If any Borrower or any Guarantor receives any proceeds from any tax refunds, indemnity payments or pension plan reversions, Borrowers shall jointly and severally pay to Agent for the benefit of Lenders, when and as received by such Borrower or such Guarantor, and as a mandatory prepayment of the Obligations, a sum equal to 100% of such proceeds of such tax refund, indemnity payment or pension plan reversions. Any such prepayment shall be applied to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments.

     3.3.6. LIBOR Portions. If the application of any payment made in accordance with the provisions of this Section 3.3 at a time when no Event of Default has occurred and is continuing would result in termination of a LIBOR Portion prior to the last day of the Interest Period for such LIBOR Portion, the amount of such prepayment shall not be applied to such LIBOR Portion, but will, at Borrowers’ option, be held by Agent in a non-interest bearing account at a Lender or another bank satisfactory to Agent in its discretion, which account is in the name of Agent and from which account only Agent can make any withdrawal, in each case to be applied as such amount would otherwise have been applied under this Section 3.3 at the earlier to occur of (i) the last day of the relevant Interest Period or (ii) the occurrence of a Default or an Event of Default.

     3.3.7. Optional Reductions of Revolving Loan Commitments. Borrowers may, at their option from time to time but not more than once in any 12 month period upon not less than 30 Business Days’ prior written notice to Agent, terminate in whole or permanently reduce ratably in part, the unused portion of the Revolving Loan Commitments, provided, however, that (i) each such partial reduction shall be in an amount of $1,000,000 or integral multiples of $1,000,000 in excess thereof and (ii) the aggregate of all optional reductions to the Revolving Credit Commitments may not exceed $25,000,000 during the Term. Except for charges under subsection 3.2.5 applicable to prepayments of LIBOR Portions, such prepayments shall be without premium or penalty.

     3.4. Application of Payments and Collections.

     3.4.1. Collections. All items of payment received by Agent in immediately available funds by 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on the

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following Business Day. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrowers, but shall be disbursed to a Borrower or otherwise at a Borrower’s direction in the manner set forth in subsection 3.1.3, upon a Borrower’s request at any time, so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Default.

     3.4.2. Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrower; second, to pay interest due from Borrowers in respect of all Loans, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof); sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and seventh, to pay any amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

     3.5. All Loans to Constitute One Obligation.

          The Loans, Letters of Credit and LC Guarantees shall constitute one general joint and several Obligation of Borrowers, and shall be secured by Agent’s Lien upon all of the Collateral.

     3.6. Loan Account.

          Agent shall enter all Loans as debits to one or more loan accounts (each, a “Loan Account”) and shall also record in the Loan Account all payments made by or on behalf of each Borrower on any Obligations and all proceeds of Collateral which are finally paid to Agent, and may record therein, in accordance with customary accounting practice,

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other debits and credits, including interest and all charges and expenses properly chargeable to each Borrower.

          3.7. Statements of Account.

          Agent will account to Borrowers monthly with a statement of Loans, charges and payments made pursuant to this Agreement during the immediately preceding month, and such account rendered by Agent shall be deemed final, binding and conclusive upon Borrowers absent demonstrable error unless Agent is notified by Borrowers in writing to the contrary within 30 days of the date each accounting is received by Borrowers. Such notice shall only be deemed an objection to those items specifically objected to therein.

          3.8. Increased Costs.

          If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted or implemented after the date of this Agreement and having general applicability to all banks or finance companies within the jurisdiction in which any Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any governmental authority charged with the interpretation or application thereof, or the compliance of such Lender therewith, shall:

     (i) (1) subject such Lender to any tax with respect to this Agreement (other than (a) any tax based on or measured by net income or otherwise in the nature of a net income tax, including, without limitation, any franchise tax or any similar tax based on capital, net worth or comparable basis for measurement and (b) any tax collected by a withholding on payments and which neither is computed by reference to the net income of the payee nor is in the nature of an advance collection of a tax based on or measured by the net income of the payee) or (2) change the basis of taxation of payments to such Lender of principal, fees, interest or any other amount payable hereunder or under any Loan Documents (other than in respect of (a) any tax based on or measured by net income or otherwise in the nature of a net income tax, including, without limitation, any franchise tax or any similar tax based on capital, net worth or comparable basis for measurement and (b) any tax collected by a withholding on payments and which neither is computed by reference to the net income of the payee nor is in the nature of an advance collection of a tax based on or measured by the net income of the payee);

     (ii) impose, modify or hold applicable any reserve (except any reserve taken into account in the determination of the applicable LIBOR), special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of such Lender, including (without limitation) pursuant to Regulation D; or

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     (iii) impose on such Lender or the London interbank market any other condition with respect to any Loan Document;

and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining Loans hereunder or the result of any of the foregoing is to reduce the rate of return on such Lender’s capital as a consequence of its obligations hereunder, or the result of any of the foregoing is to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the Loans, then, in any such case, Borrowers shall jointly and severally pay such Lender, upon demand and certification not later than sixty (60) days following its receipt of notice of the imposition of such increased costs, such additional amount as will compensate such Lender for such additional cost or such reduction, as the case may be, to the extent such Lender has not otherwise been compensated, with respect to a particular Loan, for such increased cost as a result of an increase in the Base Rate or the LIBOR. An officer of the applicable Lender shall determine the amount of such additional cost or reduced amount using reasonable averaging and attribution methods and shall certify the amount of such additional cost or reduced amount to Borrowers, which certification shall include a written explanation of such additional cost or reduction to Borrowers. Such certification shall be conclusive absent manifest error. If a Lender claims any additional cost or reduced amount pursuant to this Section 3.8, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different lending office or to file any certificate or document reasonably requested by Borrowers if the making of such designation or filing would avoid the need for, or reduce the amount of, any such additional cost or reduced amount and would not, in the sole discretion of such Lender, be otherwise disadvantageous to such Lender.

          3.9. Basis for Determining Interest Rate Inadequate.

          In the event that Agent or any Lender shall have determined that:

     (i) reasonable means do not exist for ascertaining the LIBOR for any Interest Period; or

     (ii) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank market with respect to a proposed LIBOR Portion, or a proposed conversion of a Base Rate Portion into a LIBOR Portion; then

Agent or such Lender shall give Borrowers prompt written, telephonic or electronic notice of the determination of such effect. If such notice is given, (i) any such requested LIBOR Portion shall be made as a Base Rate Portion, unless Borrowers shall notify Agent no later than 11:00 a.m. (Chicago, Illinois time) three (3) Business Days prior to the date of such proposed borrowing that the request for such borrowing shall be canceled or made as an unaffected type of LIBOR Portion, and (ii) any Base Rate Portion which was to have been converted to an affected type of LIBOR Portion shall be continued as or converted into a Base Rate Portion, or, if Borrowers shall notify Agent, no later than 11:00 a.m. (Chicago,

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Illinois time) three (3) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of LIBOR Portion.

          3.10. Sharing of Payments, Etc.

          If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any Loan made by it in excess of its ratable share of payments on account of Loans made by all Lenders, such Lender shall forthwith purchase from each other Lender such participation in such Loan as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each other Lender; provided, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lenders the purchase price to the extent of such recovery, together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 3.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of each Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, all purchases and repayments to be made under this Section 3.10 shall be made through Agent.

SECTION 4. TERM AND TERMINATION

          4.1. Term of Agreement.

          Subject to the right of Lenders to cease making Loans to Borrowers during the continuance of any Default or Event of Default, this Agreement shall be in effect from the Closing Date through and including third anniversary of the Closing Date (the “Term”), unless terminated earlier as provided in Section 4.2 hereof.

     4.2. Termination.

     4.2.1. Termination by Lenders. Agent may, and at the direction of Majority Lenders shall, terminate this Agreement upon notice during the continuance of an Event of Default.

     4.2.2. Termination by Borrowers. Upon at least 30 days’ prior written notice to Agent and Lenders, Borrowers may, at their option, terminate this Agreement; provided, however, no such termination shall be effective until Borrowers have paid or collateralized to Agent’s reasonable satisfaction all of the Obligations in immediately available funds, all Letters of Credit and LC Guaranties have expired, terminated or have been cash collateralized (in an amount equal to 105% of the Dollar Equivalent of the LC Amount) to Agent’s reasonable satisfaction and Borrowers have

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complied with subsection 3.2.5. Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans or issue or procure any Letters of Credit or LC Guaranties on or after the termination date stated in such notice. Without limiting Borrowers’ right to reduce the amount of the Revolving Loan Commitments pursuant to subsection 3.3.7, Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

     4.2.3. Effect of Termination. All of the Obligations shall be immediately due and payable upon the last day of the Term or the termination date stated in any notice of termination of this Agreement. All undertakings, agreements, covenants, warranties and representations of Borrowers contained in the Loan Documents shall survive any such termination and Agent shall retain its Liens in the Collateral and Agent and each Lender shall retain all of its rights and remedies under the Loan Documents notwithstanding such termination until all Obligations have been discharged or paid, in full, in immediately available funds, including, without limitation, all Obligations under subsection 3.2.5 resulting from such termination. Notwithstanding the foregoing or the payment in full of the Obligations, Agent shall not be required to terminate its Liens in the Collateral unless, with respect to any loss or damage Agent may incur as a result of dishonored checks or other items of payment received by Agent from any Borrower or any Account Debtor and applied to the Obligations, Agent shall, at its option, (i) have received a written agreement satisfactory to Agent, executed by Borrowers and by any Person whose loans or other advances to any Borrower are used in whole or in part to satisfy the Obligations, indemnifying Agent and each Lender from any such loss or damage or (ii) have retained cash Collateral or other Collateral for such period of time as Agent, in its reasonable discretion, may deem necessary to protect Agent and each Lender from any such loss or damage.

SECTION 5. SECURITY INTERESTS

          5.1. Security Interest in Collateral.

          To secure the prompt payment and performance to Agent, each Lender and each Affiliate of Agent and each Lender of the Obligations, each Borrower hereby grants to Agent for the benefit of itself, each Lender and each Affiliate of Agent and each Lender a continuing Lien upon all of such Borrower’s assets, including all of the following Property and interests in Property of such Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:

     (i) Accounts;

     (ii) Certificated Securities;

     (iii) Chattel Paper;

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     (iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;

     (v) Contract Rights;

     (vi) Deposit Accounts;

     (vii) Documents;

     (viii) Equipment;

     (ix) Financial Assets;

     (x) Fixtures;

     (xi) General Intangibles, including Payment Intangibles and Software;

     (xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;

     (xiii) Instruments;

     (xiv) Intellectual Property;

     (xv) Inventory (including without limitation Bill and Hold Inventory and Trailer Inventory);

     (xvi) Investment Property;

     (xvii) money (of every jurisdiction whatsoever);

     (xviii) Letter-of-Credit Rights;

     (xix) Payment Intangibles;

     (xx) Security Entitlements;

     (xxi) Software;

     (xxii) Supporting Obligations;

     (xxiii) Uncertificated Securities; and

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     (xxiv) to the extent not included in the foregoing, all other personal property of any kind or description;

together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided, that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Agent will not enforce its security interest in the applicable Borrower’s rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Agent, such Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent (and to Agent’s enforcement of such security interest) in Agent’s rights under such lease or license, excluding licenses to use JD Edwards World, SAP and One World software, for which no Lien or consent shall be requested or obtained.

     5.2. Other Collateral.

     5.2.1. Commercial Tort Claims. The applicable Borrower shall notify Agent in writing at the time monthly financial statements are to be delivered pursuant to subsection 8.1.3(ii), after incurring or otherwise obtaining a Commercial Tort Claim against any third party in an amount greater than $1,000,000 and, upon request of Agent, promptly enter into an amendment to this Agreement and do such other acts or things deemed appropriate by Agent to give Agent a security interest in any such Commercial Tort Claim. Each Borrower represents and warrants that as of the date of this Agreement, to its knowledge, it does not possess any Commercial Tort Claims other than as described on Exhibit 5.2.1 hereto.

     5.2.2. Other Collateral. The applicable Borrower shall notify Agent in writing at the time monthly financial statements are to be delivered pursuant to subsection 8.1.3(ii), upon acquiring or otherwise obtaining any Collateral after the Closing Date consisting of any Deposit Accounts, Investment Property in an amount greater than $1,000,000, Letter-of-Credit Rights in an amount greater than $1,000,000 or Electronic Chattel Paper in an amount greater than $1,000,000 and, upon the request of Agent, promptly execute such other documents, and do such other acts or things deemed appropriate by Agent to deliver to Agent control with respect to such Collateral; promptly notify Agent in writing at the time monthly financial statements are to be delivered pursuant to subsection 8.1.3(ii), upon acquiring or otherwise obtaining any Collateral consisting of Documents or Instruments valued in an amount greater than $1,000,000 and, upon the request of Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by Agent to deliver to Agent possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of Agent; and with respect to Collateral in the

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possession of a third party, other than Certificated Securities and Goods covered by a Document, obtain an acknowledgement from the third party that it is holding the Collateral for the benefit of Agent.

          5.3. Lien Perfection; Further Assurances.

          Each Borrower shall execute such instruments, assignments or documents as are necessary to perfect Agent’s Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Agent’s Lien upon the Collateral. Unless prohibited by applicable law, each Borrower hereby authorizes Agent to execute and file any UCC, PPSA or similar financing statement, including, without limitation, financing statements that indicate the Collateral (i) as all assets of such Borrower or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 5.1, on such Borrower’s behalf. Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Agent’s request, each Borrower shall also promptly execute or cause to be executed and shall deliver to Agent any and all documents, instruments and agreements deemed necessary by Agent, to give effect to or carry out the terms or intent of the Loan Documents.

          5.4. Lien on Realty.

          In addition to the Property described in Sections 5.1 and 5.2 and the Property of each Guarantor described in the applicable Security Documents, the due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages upon all real Property of each Borrower or Guarantor owned on the date hereof. The applicable Borrower or Guarantor shall deliver to Agent such other documents as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages.

SECTION 6. COLLATERAL ADMINISTRATION

     6.1. General.

     6.1.1. Location of Collateral. All Collateral, other than (i) Inventory in transit, (ii) motor vehicles not included in Trailer Inventory or (iii) Collateral in the possession of Agent, will at all times be kept by a Borrower or one of its Subsidiaries at one or more of the business locations set forth in Exhibit 6.1.1 hereto as such schedule shall be updated from time to time in accordance with Section 8.1.11.

     6.1.2. Insurance of Collateral. Borrowers shall maintain and pay for insurance upon all Collateral wherever located and with respect to the business of each Borrower and each of its Subsidiaries, covering casualty, hazard, public liability, workers’ compensation, business interruption and such other risks in such amounts and with such insurance companies as are reasonably satisfactory to Agent.

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Borrowers shall deliver certified copies of such policies to Agent as promptly as practicable, with satisfactory lender’s loss payable endorsements, naming Agent as a mortgagee, loss payee, assignee or additional insured, as appropriate, as its interest may appear, showing only such other mortgagees, loss payees, assignees and additional insureds (i) as required under contractual arrangements customary to Borrowers’ operations (but not involving Indebtedness for Money Borrowed) or (ii) as otherwise are satisfactory to Agent and with respect to business interruption insurance, an executed collateral assignment thereof. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 10 days’ prior written notice to Agent in the event of cancellation of the policy for nonpayment of premium and not less than 30 days’ prior written notice to Agent in the event of cancellation of the policy for any other reason whatsoever and a clause specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower, any of its Subsidiaries or the owner of the Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. All proceeds of business interruption insurance (if any) of each Borrower and its Subsidiaries shall be remitted to Agent for application to the outstanding balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments.

     Unless Borrowers provide Agent with evidence of the insurance coverage required by this Agreement, Agent may, but need not, purchase insurance at Borrowers’ joint and several expense to protect Agent’s interests in the Properties of each Borrower and its Subsidiaries. This insurance may, but need not, protect the interests of each Borrower and its Subsidiaries. The coverage that Agent purchases may not pay any claim that a Borrower or any Subsidiary of such Borrower makes or any claim that is made against a Borrower or any such Subsidiary in connection with said Property. Borrowers may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that Borrowers and their Subsidiaries have obtained insurance as required by this Agreement. If Agent purchases insurance, Borrowers will be jointly and severally responsible for the costs of that insurance, including interest and any other charges Agent may impose in connection with the placement of insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be added to the Obligations. Agent may, in its discretion, provide for the payment of such costs by making appropriate Revolving Credit Loans to one or more Borrowers and changing the appropriate Loan Account or Loan Accounts. The costs of the insurance may be more than the cost of insurance that Borrowers and the Subsidiaries may be able to obtain on their own.

     6.1.3. Protection of Collateral. Neither Agent nor any Lender shall be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in Agent’s or any Lender’s actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at Borrowers’ sole risk.

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     6.2. Administration of Accounts.

     6.2.1. Records, Schedules and Assignments of Accounts. Each Company shall keep accurate and complete records of its Accounts and all payments and collections thereon. Concurrently with the delivery of each Borrowing Base Certificate described in subsection 8.1.4, each Company shall deliver to Agent a detailed aged trial balance of all of its Accounts in such form and with such detail as may be reasonably requested by Agent from time to time (“Schedule of Accounts”), and upon Agent’s request therefor, such additional information with respect to such Accounts as Agent shall reasonably request. Concurrently with the delivery of the financial statements to be delivered pursuant to subsection 8.1.3(i), each Company shall deliver to Agent a listing of Account Debtors, showing all names and addresses.

     6.2.2. Intentionally Omitted.

     6.2.3. Account Verification. At any time or times hereafter that Availability is less than $25,000,000 for 10 consecutive days or an Event of Default is in existence, any of Agent’s officers, employees or agents shall have the right, in the name of Agent, any designee of Agent or a Company, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, electronic communication or otherwise. Each Company shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process.

     6.2.4. Maintenance of Dominion Account. Each Company shall maintain a Dominion Account or Dominion Accounts pursuant to lockbox and blocked account arrangements acceptable to Agent with Bank and such other banks as may be selected by such Company. Each Company shall obtain the agreement by the applicable banks in favor of Agent to waive any recoupment, setoff rights, and any security interest in, or against, the funds so deposited. Each Company shall issue to any such banks an irrevocable letter of instruction directing such banks to deposit all payments or other remittances received to the Dominion Account, to the Dominion Account immediately upon the receipt of notice from Agent that a Dominion Period is in effect. All funds deposited in the Dominion Account shall be available to Borrowers at their discretion unless a Dominion Period is in effect. Upon the occurrence of a Dominion Event, Agent may, and at the direction of Majority Lenders Agent shall, send the appropriate notice to Borrowers to commence a Dominion Period. If a Dominion Period is in effect, all funds in the Dominion Account shall (I) immediately become the property of Agent, for the ratable benefit of Lenders and (II) be applied on account of the Obligations as provided in subsection 3.2.1. Once a Dominion Period has been commenced, it shall remain in effect until (a) no Event of Default has occurred and is continuing, (b) Excess Availability is greater than or equal to $30,000,000 for 60 consecutive Business Days and (c) Wabash delivers a written request to Agent that the Dominion Period be ended; provided that Wabash shall not have the right to request a termination of a Dominion Period more than two times during the term of this Agreement. Agent assumes no responsibility for such lockbox

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and blocked account arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.

     6.2.5. Collection of Accounts, Proceeds of Collateral. To expedite collection, each Company shall endeavor in the first instance to make collection of its Accounts for Agent. If no Default or Event of Default is in existence, (i) each Company shall directly collect remittances on account of its Accounts owing from retail customers at its branch locations and (ii) each Company agrees that all invoices rendered and other requests made by such Company for payment in respect of Accounts other than retail Accounts shall contain a written statement directing payment in respect of such Accounts to be paid to a lockbox established pursuant to subsection 6.2.4. All remittances received by each Company on account of Accounts, together with the proceeds of any other Collateral, shall be held as Agent’s property, for its benefit and the benefit of Lenders, by such Company as trustee of an express trust for Agent’s benefit and such Company shall immediately deposit same in kind in a blocked account or in the Dominion Account. Upon the occurrence of a Default or an Event of Default, each Company agrees that all Accounts (including retail Accounts) shall be collected by payment to a lockbox in the manner described in clause (ii) above. Agent retains the right at all times after the occurrence and during the continuance of a Default or an Event of Default to notify Account Debtors that each Company’s Accounts have been assigned to Agent and to collect each Company’s Accounts directly in its own name, or in the name of Agent’s agent, and to charge the collection costs and expenses, including attorneys’ fees, jointly and severally to Borrowers.

     6.2.6. Taxes. If an Account includes a charge for any tax payable to any governmental taxing authority, Agent is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of any Borrower and to charge any Borrower therefor, except for taxes that (i) are being actively contested in good faith and by appropriate proceedings and with respect to which the applicable Company maintains reasonable reserves on its books therefor and (ii) would not reasonably be expected to result in any Lien other than a Permitted Lien. In no event shall Agent or any Lender be liable for any taxes to any governmental taxing authority that may be due by any Company.

     6.3. Administration of Inventory.

     6.3.1. Recordkeeping; Physicals. Each Company shall keep separate records of its Inventory and Trailer Inventory, which records shall be complete and accurate and complete in all material respects. Borrowers shall furnish to Agent separate Inventory and Trailer Inventory reports for each Company concurrently with the delivery of each Borrowing Base Certificate described in subsection 8.1.4, which reports will be in such other format and detail as Agent shall reasonably request. Each Company shall conduct a physical inventory no less frequently than annually (or, if an Event of Default is in existence, quarterly if so requested by Agent), and, in each case, shall provide to Agent a report based on each such physical inventory

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promptly thereafter, together with such supporting information as Agent shall reasonably request.

     6.3.2. [Intentionally Omitted].

     6.3.3. Vehicle Titles. Each Borrower that maintains Trailer Inventory shall at all times maintain in place its current system for processing and safekeeping of certificates of title for used trailers constituting part of the Trailer Inventory.

          6.4. Administration of Equipment.

          Each Company shall keep records of its Equipment which shall be complete and accurate in all material respects itemizing and describing the kind, type, quality, quantity and book value of its Equipment and all dispositions made in accordance with subsection 8.2.9 hereof.

          6.5. Payment of Charges.

          All amounts chargeable to any Borrower under Section 6 hereof shall be Obligations secured by all of the Collateral, shall be payable on demand and shall bear interest from the date such advance was made until paid in full at the rate applicable to Base Rate Portions from time to time.

SECTION 7. REPRESENTATIONS AND WARRANTIES

          7.1. General Representations and Warranties.

          To induce Agent and each Lender to enter into this Agreement and to make advances hereunder, each Borrower warrants, represents and covenants to Agent and each Lender that:

     7.1.1. Qualification. Each Borrower and each of its Subsidiaries is a corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Each Borrower and each of each Borrower’s Domestic Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in (a) as of the date hereof, each state or jurisdiction listed on Exhibit 7.1.1 hereto and (b) all states and jurisdictions in which the failure of such Borrower or any of its Subsidiaries to be so qualified could reasonably be expected to have a Material Adverse Effect.

     7.1.2. Power and Authority. Each Borrower and each of its Subsidiaries is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and each of the other Loan Documents to which it is a party. The execution, delivery and performance of this Agreement and each of the other Loan Documents have been duly authorized by all necessary corporate, partnership or other

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relevant action and do not and will not (i) require any consent or approval of the shareholders, partners or members of such Borrower or any of the shareholders, partners or members, as the case may be, of any Subsidiary of such Borrower; (ii) contravene such Borrower’s or any of its Subsidiaries’ charter, articles or certificate of incorporation, partnership agreement, certificate of formation, by-laws, limited liability agreement, operating agreement or other organizational documents (as the case may be); (iii) violate, or cause such Borrower or any of its Subsidiaries to be in default under, any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award in effect having applicability to such Borrower or any of its Subsidiaries, the violation of which could reasonably be expected to have a Material Adverse Effect; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which such Borrower or any of its Subsidiaries is a party or by which it or its Properties may be bound or affected, the breach of or default under which could reasonably be expected to have a Material Adverse Effect; or (v) result in, or require, the creation or imposition of any Lien (other than Permitted Liens) upon or with respect to any of the Properties now owned or hereafter acquired by such Borrower or any of its Subsidiaries.

     7.1.3. Legally Enforceable Agreement. This Agreement is, and each of the other Loan Documents when delivered under this Agreement will be, a legal, valid and binding obligation of each Borrower and each of its Subsidiaries party thereto, enforceable against it in accordance with its respective terms.

     7.1.4. Capital Structure. Exhibit 7.1.4 hereto states, as of the date hereof, (i) the correct name of each of the Subsidiaries of each Borrower, its jurisdiction of incorporation or organization and the percentage of its Voting Stock owned by such Borrower, (ii) the name of each Borrower’s and each of its Subsidiaries’ corporate or Joint Venture relationships and the nature of the relationship, (iii) the number, nature and holder of all outstanding Securities of each Borrower other than Wabash and the holder of Securities of each Subsidiary of such Borrower and (iv) the number of authorized, issued and treasury Securities of each Borrower other than Wabash. Each Borrower has good title to all of the Securities it purports to own of each of such Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Securities have been duly issued and are fully paid and non-assessable. Except as set forth on Exhibit 7.1.4, as of the date hereof, there are no outstanding options to purchase, or any rights or warrants to subscribe for, or any commitments or agreements to issue or sell any Securities or obligations convertible into, or any powers of attorney relating to any Securities of any Borrower or any of its Subsidiaries. Except as set forth on Exhibit 7.1.4, as of the date hereof, there are no outstanding agreements or instruments binding upon any of any Borrower’s or any of its Subsidiaries’ partners, members or shareholders, as the case may be, relating to the ownership of its Securities.

     7.1.5. Names; Organization. As of the date hereof, neither any Borrower nor any of its Subsidiaries has been known as or has used any legal, fictitious or trade

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names except those listed on Exhibit 7.1.5 hereto. Except as set forth on Exhibit 7.1.5, as of the date hereof neither any Borrower nor any of its Subsidiaries has been the surviving entity of a merger or consolidation or has acquired all or substantially all of the assets of any Person. As of the date hereof, each Borrower’s and each of its Subsidiaries’ state(s) of incorporation or organization, Type of Organization and Organizational I.D. Number is set forth on Exhibit 7.1.5. As of the date hereof, the exact legal name of each Borrower and each of its Subsidiaries is set forth on Exhibit 7.1.5.

     7.1.6. Business Locations; Agent for Process. Each Borrower’s and each of its Subsidiary’s chief executive office, location of books and records and other places of business are as listed on Exhibit 6.1.1 hereto, as updated from time to time by Borrowers in accordance with the provisions of subsection 6.1.1. During the preceding one-year period, neither any Borrower nor any of its Subsidiaries has had an office, place of business or agent for service of process, other than as listed on Exhibit 6.1.1. All tangible Collateral is and will at all times be kept by a Borrower and its Subsidiaries in accordance with subsection 6.1.1 or subsection 6.3.2. Except as shown on Exhibit 6.1.1, as of the date hereof, no Inventory is stored with a bailee, distributor, warehouseman or similar party, nor is any Inventory consigned to any Person.

     7.1.7. Title to Properties; Priority of Liens. Each Borrower and each of its Subsidiaries has good, indefeasible and marketable title to and fee simple ownership of, or valid and subsisting leasehold interests in, all of its real Property, and good title to all of the Collateral and all of its other Property, in each case, free and clear of all Liens except Permitted Liens. Each Borrower and each of its Subsidiaries has paid or discharged all lawful claims which, if unpaid, might become a Lien against any of such Borrower’s or such Subsidiary’s Properties that is not a Permitted Lien. The Liens granted to Agent under Section 5 hereof are first priority Liens, subject only to Permitted Liens.

     7.1.8. Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by each Company with respect to any Account or Accounts. With respect to each of each Company’s Eligible Accounts, unless otherwise disclosed to Agent in writing:

     (i) it is genuine and in all respects what it purports to be, and it is not evidenced by a judgment;

     (ii) it arises out of a completed, bona fide sale and delivery of goods or rendition of services by such Company, in the ordinary course of its business and in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto and forming a part of the contract between such Company and the Account Debtor;

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     (iii) it is for a liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent;

     (iv) there are no facts, events or occurrences which in any way impair the validity or enforceability of any Accounts or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered or made available to Agent with respect thereto;

     (v) to the best of such Company’s knowledge, the Account Debtor thereunder (1) had the capacity to contract at the time any contract or other document giving rise to the Account was executed and (2) such Account Debtor is Solvent; and

     (vi) to the best of such Company’s knowledge, there are no proceedings or actions which are threatened or pending against the Account Debtor thereunder which might result in any material adverse change in such Account Debtor’s financial condition or the collectibility of such Account.

     7.1.9. Equipment. The Equipment of each Borrower and each of its Subsidiaries is maintained pursuant to customary industry standards established by Borrowers prior to the date hereof, and all necessary replacements of and repairs thereto shall be made so that the operating efficiency thereof shall be maintained and preserved, reasonable wear and tear excepted. Neither any Borrower nor any of its Subsidiaries will permit any Equipment to become affixed to any real Property leased to any Borrower or any of its Subsidiaries so that an interest arises therein under the real estate laws of the applicable jurisdiction unless the landlord of such real Property has executed a landlord waiver or leasehold mortgage in favor of and in form reasonably acceptable to Agent, and no Borrower will permit any of the Equipment of any Borrower or any of its Subsidiaries to become an accession to any personal Property other than Equipment that is subject to first priority (except for Permitted Liens) Liens in favor of Agent.

     7.1.10. Financial Statements; Fiscal Year. The Consolidated balance sheets of Wabash and its Subsidiaries (including the accounts of all Subsidiaries of Wabash and their respective Subsidiaries for the respective periods during which a Subsidiary relationship existed) as of December 31, 2008, and the related statements of income, changes in shareholder’s equity, and changes in financial position for the period ended on such date delivered to Agent and Lenders, have been prepared in accordance with GAAP, and present fairly in all material respects the financial positions of Wabash and such Persons, taken as a whole, at such date and the results of Wabash’s and such Persons’ operations, taken as a whole, for such period. As of the date hereof, the fiscal year of Wabash and each of its Subsidiaries ends on December 31 of each year.

     7.1.11. Full Disclosure. The financial statements referred to in subsection 7.1.10 hereof do not, nor does this Agreement or any other written

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statement of any Borrower to Agent or any Lender contain any untrue statement of a material fact or omit a material fact necessary to make the statements contained therein or herein not misleading. There is no fact which any Borrower has failed to disclose to Agent or any Lender in writing which could reasonably be expected to have a Material Adverse Effect.

     7.1.12. Solvent Financial Condition. After giving effect to the Loans made hereunder and the Letters of Credit and LC Guaranties to be issued hereunder, and the consummation of the other transactions contemplated hereby, each of Wabash, each other Borrower and each of their respective Subsidiaries will be Solvent.

     7.1.13. Surety Obligations. Except as set forth on Exhibit 7.1.13, as of the date hereof, neither any Borrower nor any of its Subsidiaries is obligated as surety or indemnitor under any surety or similar bond or other contract or has issued or entered into any agreement to assure payment, performance or completion of performance of any undertaking or obligation of any Person.

     7.1.14. Taxes. The federal tax identification number of each Borrower and each of its Subsidiaries is shown on Exhibit 7.1.14 hereto, as updated from time to time by notice to Agent. Each Borrower and each of its Subsidiaries has filed all applicable federal, state and local tax returns and other reports relating to taxes it is required by law to file, and has paid, or made provision for the payment of, all taxes, assessments, fees, levies and other governmental charges upon it, its income and Properties as and when such taxes, assessments, fees, levies and charges are due and payable, unless and to the extent any thereof are being actively contested in good faith and by appropriate proceedings, each Borrower and each of its Subsidiaries maintains reasonable reserves on its books therefor, no Lien has arisen to secure such amounts and no Collateral has become subject to forfeiture or loss as a result of such contest. The provision for taxes on the books of each Borrower and its Subsidiaries is adequate for all years not closed by applicable statutes, and for the current fiscal year.

     7.1.15. Brokers. Except as shown on Exhibit 7.1.15 hereto, there are no claims for brokerage commissions, finder’s fees or investment banking fees payable by any Borrower or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.

     7.1.16. Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, tradenames, copyrights, licenses, and other similar rights as of the date hereof are listed on Exhibit 7.1.16 hereto, as updated from time to time pursuant to subsection 8.1.11. As of the date hereof, no claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that

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their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of each Borrower and except as set forth on Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s or any of its Subsidiaries material Intellectual Property. Except as set forth on Exhibit 7.1.16, each Borrower’s and each of its Subsidiaries (i) material trademarks, service marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable, or similarly registered in Canada and (ii) material license agreements and similar arrangements relating to its Inventory (1) permits, and does not restrict, the assignment by any Borrower or any of its Subsidiaries to Agent, or any other Person designated by Agent, of all of such Borrower’s or such Subsidiary’s, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (2) would permit the continued use by such Borrower or such Subsidiary, or Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including without limitation, the exercise by Agent of any of its rights or remedies under Section 10, will not result in the termination or impairment of any of any Borrower’s or any of its Subsidiaries ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of each Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

     7.1.17. Governmental Consents. Each Borrower and each of its Subsidiaries has, and is in good standing with respect to, all governmental consents, approvals, licenses, authorizations, permits, certificates, inspections and franchises necessary to continue to conduct its business as heretofore or proposed to be conducted by it and to own or lease and operate its Properties as now owned or leased by it, except where the failure to obtain, possess or so maintain such rights could not reasonably be expected to have a Material Adverse Effect.

     7.1.18. Compliance with Laws. Each Borrower and each of its Subsidiaries has duly complied, and its Properties, business operations and leaseholds are in compliance with, the provisions of all federal, state and local laws, rules and regulations applicable to such Borrower or such Subsidiary (including without limitation Environmental Laws), as applicable, its Properties or the conduct of its business, except for such non-compliance as could not reasonably be expected to have a Material Adverse Effect, and there have been no citations, notices or orders of

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noncompliance issued to any Borrower or any of its Subsidiaries under any such law, rule or regulation, except where such noncompliance could not reasonably be expected to have a Material Adverse Effect. Each Borrower and each of its Subsidiaries has established and maintains an adequate monitoring system to insure that it remains in compliance in all material respects with all federal, state and local rules, laws and regulations applicable to it. No Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 et seq.), as amended.

     7.1.19. Restrictions. Neither any Borrower nor any of its Subsidiaries is a party or subject to any contract or agreement which restricts its right or ability to incur Indebtedness, other than as set forth on Exhibit 7.1.19 hereto, none of which prohibit the execution of or compliance with this Agreement or the other Loan Documents by any Borrower or any of its Subsidiaries, as applicable.

     7.1.20. Litigation. Except as set forth on Exhibit 7.1.20 hereto, there are no actions, suits, proceedings or investigations pending, or to the knowledge of any Borrower, threatened, against or affecting any Borrower or any of its Subsidiaries, or the business, operations, Properties, prospects, profits or condition of any Borrower or any of its Subsidiaries which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither any Borrower nor any of its Subsidiaries is in default with respect to any order, writ, injunction, judgment, decree or rule of any court, governmental authority or arbitration board or tribunal, which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     7.1.21. No Defaults. No event has occurred and no condition exists which would, upon or after the execution and delivery of this Agreement or any Borrower’s performance hereunder, constitute a Default or an Event of Default. Neither any Borrower nor any of its Subsidiaries is in default in (and no event has occurred and no condition exists which constitutes, or which the passage of time or the giving of notice or both would constitute, a default in) the payment of any Indebtedness to any Person for Money Borrowed in excess of $1,000,000.

     7.1.22. Leases. Exhibit 7.1.22, as updated from time to time pursuant to subsection 8.1.11, is a complete listing as of the date hereof of all capitalized and operating personal Property leases with aggregate payments in excess of $500,000 per lease in any calendar year of each Borrower and its Subsidiaries and all real Property leases of each Borrower and its Subsidiaries. Each Borrower and each of its Subsidiaries is in full compliance with all of the terms of each of its respective capitalized and operating leases, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

     7.1.23. Pension Plans. Except as disclosed on Exhibit 7.1.23 hereto (as updated from time to time pursuant to subsection 8.1.11), neither any Borrower nor any of its Subsidiaries has any Plan, or any other employee benefit plan established under the laws of any jurisdiction, including without limitation the laws of Canada. Each Borrower and each of its Subsidiaries is in compliance with the requirements of

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ERISA and the regulations promulgated thereunder with respect to each Plan, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. No fact or situation that could reasonably be expected to result in a material adverse change in the financial condition of each Borrower and its Subsidiaries exists in connection with any Plan. Neither any Borrower nor any of its Subsidiaries has any withdrawal liability in connection with a Multiemployer Plan.

     7.1.24. Trade Relations. There exists no actual or, to each Borrower’s knowledge, threatened termination, cancellation or limitation of, or any modification or change in, the business relationship between any Borrower or any of its Subsidiaries and any customer or any group of customers whose purchases individually or in the aggregate are material to the business of such Borrower and its Subsidiaries, or with any material supplier, except in each case, where the same could not reasonably be expected to have a Material Adverse Effect, and there exists no present condition or state of facts or circumstances which would prevent any Borrower or any of its Subsidiaries from conducting such business after the consummation of the transactions contemplated by this Agreement in substantially the same manner in which it has heretofore been conducted.

     7.1.25. Labor Relations. Except as described on Exhibit 7.1.25 hereto, as of the date hereof, neither any Borrower nor any of its Subsidiaries is a party to any collective bargaining agreement. There are no material grievances, disputes or controversies with any union or any other organization of any Borrower’s or any of its Subsidiaries employees, or threats of strikes, work stoppages or any asserted pending demands for collective bargaining by any union or organization, except those that could not reasonably be expected to have a Material Adverse Effect.

     7.1.26. Business Activity. No Inactive Subsidiary engages in any business activity or has any material assets, or has or incurs any Indebtedness, other than the performance of its obligations under intercompany agreements and agreements with its shareholders that have been disclosed to Agent in writing. Wabash Canada engages in no business activity, has no assets in excess of $200,000, and has no Indebtedness or other liabilities in excess of $200,000.

     7.1.27. Environmental Protection. No event or condition has occurred or is occurring with respect to any Borrower or any of its Subsidiaries relating to any Environmental Law, any Hazardous Materials, or any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive by any governmental authority or any other person relating to any Environmental Law or Hazardous Materials, which individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect. Compliance with all requirements under current Environmental Laws or pending federal and/or state environmental laws and regulations, will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect.

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     7.1.28. Government Regulation. Neither any Borrower nor any of its Subsidiaries is an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940. Neither any Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, or any other federal or state statute that restricts or limits its ability to incur Indebtedness or to perform its obligations hereunder. The making of the Loans by Lenders to Borrowers, the incurrence of the LC Obligations on behalf of Borrowers, the application of the proceeds thereof and payment thereof will not violate any provision of any such statute or any rule, regulation or order issued by the Securities and Exchange Commission.

     7.1.29. Margin Regulations. Neither any Borrower nor any of its Subsidiaries is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” and “margin stock” as such terms are defined in Regulation U of the Federal Reserve Board as now and from time to time hereafter in effect (such securities being referred to herein as “Margin Stock”). Neither any Borrower nor any of its Subsidiaries owns any Margin Stock, and none of the proceeds of the Loans or other extensions of credit under this Agreement will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any Margin Stock or for any other purpose that might cause any of the Loans or other extensions of credit under this Agreement to be considered a “purpose credit” within the meaning of Regulations T, U or X of the Federal Reserve Board. Neither any Borrower nor any of its Subsidiaries will take or permit to be taken any action that might cause any Loan Document to violate any regulation of the Federal Reserve Board.

     7.1.30. Wind Down Subsidiaries. Borrowers are in the process of winding down the business and operations of each of the Wind Down Subsidiaries.

     7.1.31. Vehicles. Each Borrower or Guarantor that at any time holds title to any used vehicles returned to it on a trade-in basis or otherwise is primarily in the business of selling new and used vehicles.

     7.1.32. Joint Venture Investments. Each of the Joint Venture investments of each Borrower and its Subsidiaries listed on Exhibit 7.1.32 are being wound down. None of such Joint Ventures has any material assets, operations or liabilities, contingent or otherwise. Neither any Borrower nor any Subsidiary has any ongoing funding obligations (contingent or otherwise) in respect of any such Joint Venture.

     7.1.33. Anti-Terrorism Laws. None of the Borrowers or their Subsidiaries or, to the knowledge of the Borrowers or their Subsidiaries, any of their Affiliates is in violation of any laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening

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America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, signed into law October 26, 2001 (the “USA Patriot Act”). None of the Borrowers or their Subsidiaries or, to the knowledge of the Borrowers or their Subsidiaries, any of their Affiliates or brokers or other agents of is, acting or benefiting in any capacity in connection with any Loans hereunder is any of the following:

     (i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

     (ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

     (iii) person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

     (iv) a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

     (v) a person that is named as a “specially designated national and blocked person” on the most current list published by the USA Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list.

To each of their respective knowledge, no Borrower or any of their Subsidiaries or, to the knowledge of the Borrowers or their Subsidiaries, any broker or other agent of the Borrowers or any of their Subsidiaries, is acting in any capacity in connection with any Loans hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in paragraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

          7.2. Continuous Nature of Representations and Warranties.

          Each representation and warranty contained in this Agreement and the other Loan Documents shall be deemed to have been remade at the time of each request for a Loan, Letter of Credit or LC Guaranty hereunder and at the time that any Loan is deemed to have been made under subsection 3.1.1. Each such request for a Loan, Letter of Credit or LC Guaranty (and the making of any Loan deemed to have been made under subsection 3.1.1) shall constitute a representation by Borrowers that such representations and warranties remain accurate, complete and not misleading at such time, except to the extent that such

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representations and warranties relate solely to an earlier date, except with respect to information that is set forth in a schedule or exhibit that is updated pursuant to subsection 8.1.11 (provided that such information shall be accurate, complete and not misleading as of the most recent date such schedule or exhibit was required to be delivered pursuant to Section 8.1.11) and except for changes in the nature of a Borrower’s or one of such Borrower’s Subsidiary’s business or operations that would render the information in any exhibit attached hereto or to any other Loan Document either inaccurate, incomplete or misleading, so long as Majority Lenders have consented to such changes or such changes are expressly permitted by this Agreement.

          7.3. Survival of Representations and Warranties.

          All representations and warranties of each Borrower contained in this Agreement or any of the other Loan Documents shall survive the execution, delivery and acceptance thereof by Agent and each Lender and the parties thereto and the closing of the transactions described therein or related thereto.

SECTION 8. COVENANTS AND CONTINUING AGREEMENTS

          8.1. Affirmative Covenants.

          During the Term, and thereafter for so long as there are any Obligations outstanding, Borrowers jointly and severally covenant that they shall:

     8.1.1. Visits and Inspections; Lender Meeting. Permit (i) representatives of Agent (who may be accompanied by representatives of each Lender), and during the continuation of any Default or Event of Default any Lender, from time to time, as often as may be reasonably requested, but only during normal business hours, to visit and inspect the Properties of each Borrower and each of its Subsidiaries, inspect, audit and make extracts from its books and records, and discuss with its officers, its employees and its independent accountants, each Borrower’s and each of its Subsidiaries’ business, assets, liabilities, financial condition, business prospects and results of operations and (ii) appraisers engaged pursuant to Section 2.10 (whether or not personnel of Agent), from time to time, as often as may be reasonably requested, but only during normal business hours, to visit and inspect the Properties of each Borrower and each of its Subsidiaries, for the purpose of completing appraisals pursuant to Section 2.10. Agent, if no Default or Event of Default then exists, shall give the applicable Borrower reasonable prior notice of any such inspection or audit. Without limiting the foregoing, Borrowers will participate and will cause their key management personnel to participate in a meeting with Agent and Lenders once during each year (except that during the continuation of an Event of Default such meetings may be held more frequently as requested by Agent or Majority Lenders), which meeting(s) shall be held at such times and such places as may be reasonably requested by Agent.

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     8.1.2. Notices. Promptly notify Agent in writing of the occurrence of any event or the existence of any fact which renders any representation or warranty in this Agreement or any of the other Loan Documents inaccurate, incomplete or misleading in any material respect as of the date made or remade. In addition, each Borrower agrees to provide Agent with prompt written notice of any change in the information disclosed in any Exhibit hereto, in each case after giving effect to any exhibits and schedule updates pursuant to subsection 8.1.11 and to the materiality limits and Material Adverse Effect qualifications contained therein.

     8.1.3. Financial Statements. Keep, and cause each of its Subsidiaries, to keep, adequate records and books of account with respect to its business activities in which proper entries are made in accordance with customary accounting practices reflecting all its financial transactions; and cause to be prepared and furnished to Agent and each Lender, the following, all to be prepared in accordance with GAAP applied on a consistent basis, unless Wabash’s certified public accountants concur in any change therein and such change is disclosed to Agent and is consistent with GAAP:

     (i) not later than 120 days after the close of each fiscal year of Wabash, audited financial statements of Wabash and its Subsidiaries as of the end of such year, on a Consolidated basis, certified by a firm of independent certified public accountants of recognized standing selected by Wabash but acceptable to Agent, prepared in accordance with GAAP, fairly presenting in all material respects the financial position and results of operations of Wabash and its Subsidiaries for such fiscal year and presented without qualification (except for a qualification for a change in accounting principles with which the accountant concurs and a going concern “qualification”) or any qualification, exception or assumption relating to the scope of the audit; and, within a reasonable time thereafter a copy of any management letter issued in connection therewith;

     (ii) not later than 30 days after the end of each month hereafter (45 days after the end of each month ending a fiscal quarter), including the last month of each fiscal year of Wabash, unaudited interim financial statements of Wabash and its Subsidiaries as of the end of such month and of the portion of the fiscal year then elapsed, on a Consolidated basis, certified by the Chief Financial Officer, Treasurer or Assistant Treasurer of Wabash as prepared in accordance with GAAP and fairly presenting in all material respects the financial position and results of operations of Wabash and its Subsidiaries for such month and period subject only to changes from audit and year-end adjustments and except that such statements need not contain notes;

     (iii) together with each delivery of financial statements pursuant to clauses (i) and (ii) of this subsection 8.1.3, a management report (1) setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most

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recent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any significant variations. The information above shall be presented in reasonable detail and shall be certified by the Chief Financial Officer, Treasurer or Assistant Treasurer of Wabash to the effect that such information fairly presents in all material respects the results of operation and financial condition of Wabash and its Subsidiaries as at the dates and for the periods indicated;

     (iv) upon request by Agent, promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports which Wabash, any other Borrower or any of any Borrower’s Subsidiaries has made available to its Securities holders and copies of any regular, periodic and special reports or registration statements which Wabash, any other Borrower or any Subsidiary of any Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange;

     (v) upon request of Agent, copies of any annual report to be filed with ERISA in connection with each Plan;

     (vi) such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the Collateral or Wabash’s, any other Borrower’s or any of any Borrower’s Subsidiaries’ financial condition or results of operations; and

     (vii) (A) if Excess Availability is equal to or less than $30,000,000 but not less than or equal to $5,000,000 on the last day of any calendar month, Borrowers shall deliver to Agent, in form reasonably acceptable to Agent, on the fifth Business Day of the next month, a report (1) setting forth a 13-week cash flow forecast for Wabash and its Subsidiaries, on a Consolidated basis, along with a comparison of the actual and projected cash flow statements for the immediately preceding calendar month, with appropriate supporting details and such other supporting materials as Agent shall reasonably request and (2) identifying the reasons for any significant variations and (B) if Excess Availability is less than $5,000,000 on the last day of any calendar month, Borrowers shall deliver to Agent, in form reasonably acceptable to Agent, on the third Business Day of each calendar week of the next month, a report (1) setting forth a 13-week cash flow forecast for Wabash and its Subsidiaries, on a Consolidated basis, along with a comparison of the actual and projected cash flow statements for the immediately preceding calendar week, with appropriate supporting details and such other supporting materials as Agent shall reasonably request and (2) identifying the reasons for any significant variations.

          Concurrently with the delivery of the financial statements described in clause (i) of this subsection 8.1.3, Borrowers shall forward to Agent a copy of any

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accountants’ letter to Wabash’s management that is prepared in connection with such financial statements. Concurrently with the delivery of the financial statements described in paragraph (i) and (ii) (but solely for the last month of each fiscal quarter of Borrowers) of this subsection 8.1.3, or more frequently if reasonably requested by Agent, Borrowers shall cause to be prepared and furnished to Agent a Certificate in the form of Exhibit 8.1.3 hereto executed by the Chief Financial Officer, Treasurer or Assistant Treasurer of Wabash (a “Compliance Certificate”).

     8.1.4. Borrowing Base Certificates. At all times Excess Availability is greater than or equal to $25,000,000 on or before 11:00 a.m. (Chicago, IL time) on the 20th day of each calendar month from and after the Closing Date, Borrowers shall deliver to Agent, in form reasonably acceptable to Agent, a Borrowing Base Certificate as of the last day of the immediately preceding calendar month, with such supporting materials as Agent shall reasonably request. At all times Excess Availability is less than $25,000,000 if Agent in its sole discretion deems it advisable, on the second Business Day of each calendar week, Borrowers shall deliver to Agent in form reasonably acceptable to Agent, a Borrowing Base Certificate or as of the last day of the immediately preceding calendar week, as Agent shall request, with such supporting materials as Agent shall reasonably request. At all times Excess Availability is less than $5,000,000 if Agent in its sole discretion deems it advisable, Borrowers shall deliver to Agent in form reasonably acceptable to Agent, a Borrowing Base Certificate on each Business Day, as Agent shall request, with such supporting materials as Agent shall reasonably request. All Borrowing Base Certificates shall reflect all information for each Borrower on a Consolidated and consolidating basis.

     8.1.5. Landlord, Processor and Storage Agreements. At the time that monthly financial statements are to be delivered pursuant to subsection 8.1.3(ii), provide Agent with copies of all leases and other similar agreements entered into between any Borrower or any of its Subsidiaries and any landlord, processor, distributor, warehouseman or consignee which owns any premises at which any Collateral may, from time to time, be kept.

     8.1.6. Guarantor Financial Statements. Deliver or cause to be delivered to Agent financial statements, if any, for each Guarantor (to the extent not consolidated with the financial statements delivered to Agent under subsection 8.1.3) in form and substance satisfactory to Agent at such intervals and covering such time periods as Agent may request.

     8.1.7. Projections. No later than 45 days after the last day of each fiscal year of Borrowers, deliver to Agent and each Lender Projections of Wabash and its Subsidiaries for the forthcoming fiscal year, on a month-by-month basis and for the following 2 years, on a year-by-year basis.

     8.1.8. Subsidiaries. Cause each of its Domestic Subsidiaries (other than Inactive Subsidiaries) and each its domestic Joint Ventures, whether now or hereafter

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in existence, promptly upon Agent’s request therefor, to execute and deliver to Agent a Guaranty Agreement, in form and substance reasonably acceptable to Agent and, in the case of each such Subsidiary or Joint Venture, a security agreement, in form and substance reasonably acceptable to Agent, pursuant to which such Subsidiary or Joint Venture, as applicable, grants to Agent a first priority Lien (subject only to Permitted Liens) on all of its Properties of the types described in Section 5. Additionally, each Borrower and each applicable Subsidiary shall execute and deliver to Agent a Pledge Agreement, in form and substance reasonably acceptable to Agent, pursuant to which such Person grants to Agent a first priority Lien (subject only to Permitted Liens) with respect to all of the issued and outstanding Securities of each Subsidiary or Joint Venture of such Person, other than foreign Subsidiaries that are Inactive Subsidiaries or Wind Down Subsidiaries. In connection with the foregoing documentation, Borrowers shall also cause Agent to be provided with such legal opinions, certificates and corporate authority materials that Agent may reasonably request, in each case in form and substance reasonably acceptable to Agent.

     8.1.9. Deposit and Brokerage Accounts. For each deposit account or brokerage account that any Borrower at any time opens or maintains, such Borrower shall, at Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to Agent, cause the depository bank or securities intermediary, as applicable, to agree to comply at any time with instructions only from Agent to such depository bank or securities intermediary, as applicable, and not from a Borrower, directing the disposition of funds from time to time credited to such deposit or brokerage account, without further consent of such Borrower.

     8.1.10. Intercompany Loans. Upon request by Agent from time to time, promptly provide Agent with written statements, with reasonable detail, of the current balances of the Intercompany Loans. At all times, cause the Intercompany Loans to be evidenced by revolving promissory notes, in form and substance reasonably satisfactory to Agent, which notes are assigned to Agent as security for the Obligations.

     8.1.11. Updated Information. Promptly notify Agent in writing of (a) each state or jurisdiction in which any Borrower or any Subsidiary qualifies to do business after the date hereof, (b) the use by any Borrower or any Subsidiary of a legal, fictitious or trade name not listed on Exhibit 7.1.5 hereto, (c) any change after the date hereof in the tax identification number of any Borrower or any Domestic Subsidiary, and (d) the assertion by any Person of a claim against any Borrower or any Subsidiary that its use of its Intellectual Property or the conduct of its business does or may infringe upon the Intellectual Property rights of any third party. At the time monthly financial statements are to be delivered pursuant to subsection 8.1.3(ii), Borrower shall deliver to Agent an updated Exhibits 6.1.1, 7.1.16, 7.1.22 and 7.1.23.

     8.1.12. Utilization of Bank. Maintain, and cause their Subsidiaries to maintain, their primary lockbox collection account at Bank.

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     8.1.13. Intentionally Omitted.

     8.1.14. LCM Used Inventory Analysis. Not later than 45 days after the end of each fiscal quarter hereafter during which Availability is less than $40,000,000 for any period of 10 consecutive days, deliver to Agent and each Lender a quarterly lower-of-cost-or-market analysis prepared by Wabash with respect to its Trailer Inventory, in the form currently used by Wabash and reasonably acceptable to Agent, certified by the Chief Financial Officer, Treasurer or Assistant Treasurer of Wabash as containing an accurate valuation of such Inventory.

     8.1.15. Environmental Matters.

     (i) Take all actions necessary or required by Lenders in order to obtain the Phase II environmental site assessments described in subsection 10.3.6;

     (ii) Deliver to Agent, as soon as practicable following receipt thereof: (i) copies of all notices, claims, actions, suits, proceedings, orders, audits, investigations, analyses, or written communications of any kind or character, whether prepared by a Borrower or by independent consultants, governmental authorities or any other Persons, with respect to Environmental Laws or Hazardous Materials, which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; and (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail any detection of Hazardous Materials released at any Property or detected in soil or groundwater at any Property, the existence of which has a reasonable possibility, individually or in the aggregate, of resulting in a Material Adverse Effect; and

     (iii) Promptly undertake any and all investigations, remediation or other response actions necessary to remove, remediate, clean up or abate any Hazardous Materials as required by any governmental agency or where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Borrowers shall promptly take any and all actions necessary to (i) cure any material violation of applicable Environmental Laws by Borrowers and (ii) make an appropriate response to any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive by any governmental authority or any other person relating to any Environmental Law or Hazardous Materials, in each case where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

          8.2. Negative Covenants.

          During the Term, and thereafter for so long as there are any Obligations outstanding, Borrowers jointly and severally covenant that they shall not:

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     8.2.1. Mergers; Consolidations; Dissolutions; Acquisitions; Structural Changes. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any Person; not dissolve or permit any of its Subsidiaries to dissolve or otherwise terminate operations or existence; nor change its or any of its Subsidiaries’ state of incorporation or organization, Type of Organization or Organizational I.D. Number; nor change its or any of its Subsidiaries’ legal name; nor acquire, nor permit any of its Subsidiaries to acquire, all or any substantial part of the Properties of any Person, except for:

     (i) with notice to Agent, mergers of any wholly-owned Subsidiary of a Borrower into such Borrower or another wholly-owned Subsidiary of such Borrower; provided, that (a) if a Borrower is a party to any such merger, such Borrower shall be the survivor and (b) if a Guarantor (other than a Borrower) is a party to any such merger, such Guarantor shall be the survivor;

     (ii) acquisitions of assets consisting of fixed assets or real property that constitute Capital Expenditures;

     (iii) with notice to Agent, dissolution or other termination of existence of any Inactive Subsidiary, any Wind Down Subsidiary, or any of Apex, Continental Transit Corporation, Cloud Oak Flooring Company, Inc., FTSI Distribution Company, L.P., Wabash National Services, L.P., Wabash Technology Corporation and WTSI Technology Corporation; and

     (iv) Permitted Acquisitions.

     8.2.2. Loans. Make, or permit any of its Subsidiaries to make, any loans or other advances of money to any Person, other than

     (i) for salary, travel advances, advances against commissions and other similar advances to employees in the ordinary course of business;

     (ii) extensions of trade credit in the ordinary course of business;

     (iii) deposits with governmental entities, ADP for payroll services or financial institutions permitted under this Agreement;

     (iv) prepaid expenses; and

     (v) loans by a Borrower to another Borrower or a Subsidiary of a Borrower that is a Subsidiary Guarantor and is not an Inactive Subsidiary or a Wind Down Subsidiary (“Intercompany Loans”).

     8.2.3. Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any Indebtedness, except:

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     (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan Documents;

     (ii) Indebtedness existing as of the date of this Agreement and listed on Exhibit 8.2.3;

     (iii) Permitted Purchase Money Indebtedness;

     (iv) Subordinated Debt;

     (v) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;

     (vi) guaranties of any Indebtedness permitted under this subsection 8.2.3;

     (vii) Indebtedness in respect of Intercompany Loans;

     (viii) obligations to pay Rentals permitted by subsection 8.2.18;

     (ix) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes;

     (x) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed

     (xi) to the extent the Investment Securities may be deemed to constitute Indebtedness, unsecured Indebtedness evidenced by the Investment Securities; and

     (xii) unsecured Indebtedness not included in paragraphs (i) through (x) above which does not exceed at any time, in the aggregate, $20,000,000.

     8.2.4. Affiliate Transactions. Enter into, or be a party to, or permit any of its Subsidiaries to enter into or be a party to, any transaction with any Affiliate of any Borrower or any holder of any Securities of any Borrower or any of its Subsidiaries, including without limitation any management, consulting or similar fees, except:

     (i) in the ordinary course of and pursuant to the reasonable requirements of such Borrower’s or such Subsidiary’s business and upon fair and reasonable terms which are fully disclosed to Agent with respect to all material transactions and are no less favorable to such Borrower or such Subsidiary than would be obtained in a comparable arms-length transaction with a Person not an Affiliate or Security holder of such Borrower;

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     (ii) employment agreements and other incentive compensation with management shareholders approved from time to time by the board of directors of such Borrower and employee arrangements and related incentive compensation arrangements entered into with other full time employees of such Borrower or such Subsidiary in the ordinary course of business;

     (iii) reasonable directors’ fees and expenses approved from time to time by the board of directors of such Borrower;

     (iv) with respect to Intercompany Loans; and

     (v) with respect to any holder of Investment Securities pursuant to the terms of the Preferred Investment Documents; provided that holders of the Investment Securities shall not be permitted to receive Distributions or other payments from Wabash or any of its Subsidiaries pursuant to the Preferred Investment Documents other than (A) Distributions permitted by Section 8.2.7, (B) reimbursements of reasonable fees and expenses, (C) payments of indemnity claims concerning directors of Wabash or any of its Subsidiaries and (D) payment of other indemnity claims, in an aggregate amount not to exceed $500,000 for all claims of all holders of the Investment Securities in any calendar year; and

     (vi) as otherwise permitted under this Agreement.

     8.2.5. Limitation on Liens. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien upon any of its Property, income or profits, whether now owned or hereafter acquired, except:

     (i) Liens at any time granted in favor of Agent for the benefit of Agent and Lenders;

     (ii) Liens for taxes, assessments or governmental charges (excluding any Lien imposed pursuant to any of the provisions of ERISA) not yet due, or being contested in the manner described in subsection 7.1.14 hereto, but only if in Agent’s judgment such Lien would not reasonably be expected to adversely effect Agent’s rights or the priority of Agent’s lien on any Collateral;

     (iii) Liens arising in the ordinary course of the business of such Borrower or any of its Subsidiaries by operation of law or regulation, but only if payment in respect of any such Lien is not at the time required and such Liens do not, in the aggregate, materially detract from the value of the Property of such Borrower or any of its Subsidiaries or materially impair the use thereof in the operation of the business of such Borrower or any of its Subsidiaries;

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     (iv) Purchase Money Liens securing Permitted Purchase Money Indebtedness;

     (v) such other Liens as appear on Exhibit 8.2.5 hereto;

     (vi) Liens incurred or deposits made in the ordinary course of business in connection with (1) worker’s compensation, social security, unemployment insurance and other like laws or (2) sales contracts, leases, statutory obligations, work in progress advances and other similar obligations not incurred in connection with the borrowing of money or the payment of the deferred purchase price of property;

     (vii) reservations, easements, covenants, zoning and other land use regulations, title exceptions or encumbrances granted in the ordinary course of business, affecting real Property owned or leased by a Borrower or any of its Subsidiaries; provided, that such exceptions do not in the aggregate materially interfere with the use of such Property in the ordinary course of such Borrower’s or such Subsidiary’s business;

     (viii) judgment Liens that do not give rise to an Event of Default under subsection 10.1.16;

     (ix) Liens in favor of customs and revenues authorities which secure payment of customs duties in connection with the importation of Inventory;

     (x) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

     (xi) Liens consisting of rights of set-off of a customary nature or banker’s liens on amounts on deposit in accounts of such Borrower or any of its Subsidiaries (other than in a Dominion Account), whether arising by contract or operation of law, incurred in the ordinary course of business; and

     (xii) Liens arising from the filing of UCC financing statements for precautionary purposes relating solely to operating leases under which such Borrower or any of its Subsidiaries is a lessee.

     8.2.6. Payments and Amendments of Certain Debt.

     (i) with respect to any Subordinated Debt, make or permit any of its Subsidiaries to make any payment of any part or all of any Subordinated Debt or take any other action or omit to take any other action in respect of any Subordinated Debt, except in accordance with any subordination agreement relative thereto or the subordination provisions thereof; or

     (ii) amend or modify agreement, instrument or document evidencing or relating to any other Subordinated Debt, in each case to the

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extent that any such amendment or modification would (a) increase the interest rate on such Indebtedness or the principal amount of such Indebtedness; (b) move forward the dates upon which any payments of principal or interest on such Indebtedness are due; (c) add any event of default or make more restrictive any existing event of default with respect to such Indebtedness; (d) add or make more restrictive any covenant with respect to such Indebtedness; (e) move forward any redemption or prepayment dates with respect to such Indebtedness or increase any redemption or prepayment amounts; (f) change the subordination provisions applicable to such Indebtedness; (g) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to any Borrower or Lenders; or (h) require to be paid in cash any interest which may be paid in kind instead of cash.

     8.2.7. Distributions. Declare or make, or permit any of its Subsidiaries to declare or make, any Distributions, except for:

     (i) Distributions by any wholly-owned Subsidiary of a Borrower to such Borrower;

     (ii) Distributions paid solely in Securities of a Borrower or any of its Subsidiaries;

     (iii) Distributions by each Borrower in amounts necessary to permit such Borrower to repurchase Securities of such Borrower from employees of such Borrower or any of its Subsidiaries upon the termination of their employment, so long as no Default or Event of Default exists at the time of or would be caused by the making of such Distributions and the aggregate cash amount of all such Distributions by all Borrowers, measured at the time when made, does not exceed $2,500,000 in any fiscal year of Borrowers;

     (iv) At any time after the second anniversary of the Closing Date, Distributions in the form of cash dividends declared and paid by Wabash to holders of Common Stock from time to time, in each case, so long as, and to the extent that, (a) no Default or Event of Default is then in existence or would be caused thereby after giving effect thereto, (b) immediately after completing such Distribution, Borrowers have Availability of at least $40,000,000, (c) the amount of all such Distributions measured at the time made, does not exceed $20,000,000 in any fiscal year of Wabash, unless otherwise approved in writing by Majority Lenders, and (d) at least 5 Business Days prior to such Distribution, Borrowers have delivered to Agent a certificate of Wabash’s Chief Financial Officer, Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to Agent, certifying compliance with each of the foregoing requirements and showing all applicable calculations;

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     (v) At any time after the second anniversary of the Closing Date, Distributions in the form of the redemption or other repurchase by Wabash of Common Stock from time to time, in each case, so long as, and to the extent that, (a) no Default or Event of Default is then in existence or would be caused thereby after giving effect thereto, (b) immediately after completing such Distribution, Borrowers have Availability of at least $40,000,000, (c) the amount of all such Distributions under this subsection 8.2.7(v), measured at the time made, does not exceed $20,000,000 during the term of this Agreement, unless otherwise approved in writing by Majority Lenders, and (d) at least 5 Business Days prior to such Distribution, Borrowers have delivered to Agent a certificate of Wabash’s Chief Financial Officer, Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to Agent, certifying compliance with each of the foregoing requirements and showing all applicable calculations;

     (vi) (A) At any time after July 1, 2010 until the second anniversary of the Closing Date, Distributions in the form of cash dividends declared and paid by Wabash to holders of Series E-G Preferred Stock or the redemption or other repurchase by Wabash of Series E-G Preferred Stock from time to time, in each case, so long as, and to the extent that, (a) no Default or Event of Default is then in existence or would be caused thereby after giving effect thereto, (b) immediately after completing such Distribution, Borrowers have Availability of at least $25,000,000, (c)  at least 5 Business Days prior to such Distribution, Borrowers have delivered to Agent a certificate of Wabash’s Chief Financial Officer, Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to Agent, certifying compliance with each of the foregoing requirements and showing all applicable calculations and (d) with respect to any such redemption or repurchase, Wabash shall have received the prior written consent of Agent and Majority Lenders, not to be unreasonably withheld; and

     (vii) At any time after the second anniversary of the Closing Date, Distributions in the form of cash dividends declared and paid by Wabash to holders of Series E-G Preferred Stock or the redemption or other repurchase by Wabash of Series E-G Preferred Stock from time to time, in each case, so long as, and to the extent that, (a) no Default or Event of Default is then in existence or would be caused thereby after giving effect thereto, (b) immediately after completing such Distribution, Borrowers have Availability of at least $12,500,000, (c) at least 5 Business Days prior to such Distribution, Borrowers have delivered to Agent a certificate of Wabash’s Chief Financial Officer, Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to Agent, certifying compliance with each of the foregoing requirements and showing all applicable calculations, and (d) with respect to any such redemption or repurchase, Wabash shall have

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received the prior written consent of Agent and Majority Lenders, not to be unreasonably withheld.

     8.2.8. Intentionally Omitted.

     8.2.9. Disposition of Assets. Sell, lease or otherwise dispose of any of, or permit any of its Subsidiaries to sell, lease or otherwise dispose of any of, its Properties, including any disposition of Property as part of a sale and leaseback transaction, to or in favor of any Person, except for:

     (i) sales of Inventory in the ordinary course of business;

     (ii) transfers of Property to a Borrower by a wholly-owned Subsidiary of such Borrower;

     (iii) dispositions of investments described in paragraphs (iv), (v), (vi) and (vii) of the definition of the term “Restricted Investments”;

     (iv) sales, leases and other dispositions of Property on an arm’s length basis with a fair market value of up to $20,000,000 in the aggregate in any one calendar year, in each case so long as (a) no Default or Event of Default is in existence or would result therefrom, (b) the consideration received in respect thereof is all cash, and (c) in the case of individual items of Property with a book value in excess of $500,000, the consideration received in respect thereof is at least equal to the portion of the Loans predicated on the value of such Property;

     (v) so long as no Default or Event of Default exists, sales, leases or other dispositions of Equipment or other fixed assets that are substantially worn, damaged or obsolete and that are replaced with Equipment or other fixed assets of like kind, function and value;

     (vi) dissolutions permitted under subsection 8.2.1; and

     (vii) other dispositions expressly authorized by this Agreement.

     8.2.10. Securities of Subsidiaries. Permit any of its Subsidiaries to issue any additional Securities except to such Borrower and except for director’s qualifying Securities.

     8.2.11. Bill-and-Hold Sales, Etc. Make, or permit any of its Subsidiaries to make, a sale to any customer on a guaranteed sale, sale and return, sale on approval, repurchase or return or consignment basis; or make, or permit any of its Subsidiaries to make, a sale to any customer on a bill and hold basis, expect in a manner consistent with such Person’s ordinary business practices as conducted prior to the date hereof.

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     8.2.12. Restricted Investment. Make or have, or permit any of its Subsidiaries of such Borrower to make or have, any Restricted Investment.

     8.2.13. Subsidiaries and Joint Ventures. Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire or otherwise suffer to exist, any Subsidiary or Joint Venture (unless within 10 days thereafter, the applicable Borrower, Subsidiary and/or Joint Venture, as applicable, has complied with the requirements of subsection 8.1.8).

     8.2.14. Tax Consolidation. File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and Borrowers’ Subsidiaries.

     8.2.15. Organizational Documents. Agree to, or suffer to occur, any amendment, supplement or addition to its or any of its Subsidiaries’ charter, articles or certificate of incorporation, certificate of formation, limited partnership agreement, bylaws, limited liability agreement, operating agreement or other organizational documents (as the case may be), that (i) would alter or modify in any way any rights relating to preferred stock or create any new class of preferred stock (other than (A) an amendment to the terms of the Borrower’s Series D Junior Participating Preferred Stock in connection with an amendment to Borrower’s current Rights Agreement, dated as of December 28, 2005 or (B) an amendment to the terms of any of the Preferred Investment Documents which could not reasonably be expected to have a material adverse effect on the interests of Agent and Lenders) or (ii) could reasonably be expected to have a material adverse effect on the interests of Agent and Lenders. Notwithstanding the foregoing, Borrowers and their Subsidiaries may take such action as is necessary to dissolve the Inactive Subsidiaries, the Wind Down Subsidiaries and the other Subsidiaries described in subsection 8.2.1(iii).

     8.2.16. Fiscal Year End. Change, or permit any of its Subsidiaries to change, its fiscal year end.

     8.2.17. Negative Pledges. Enter into any agreement limiting the ability of such Borrower or any of its Subsidiaries to (i) voluntarily create Liens upon any of its Property, (ii) pay dividends or make any other Distributions on its Securities; (iii) make loans or advances to any Borrower or any Subsidiary; or (iv) transfer any of its Property to any Borrower or any Subsidiary.

     8.2.18. Leases. Become, or permit any of its Subsidiaries to become, a lessee under any operating lease (other than a lease under which such Borrower or such Subsidiary is lessor) of Property if the aggregate Rentals payable during any current or future period of twelve (12) consecutive months under the lease in question and all other leases under which any Borrowers or any of its Subsidiaries is then lessee would exceed $10,000,000. The term “Rentals” means, as of the date of determination, all payments which the lessee is required to make by the terms of any lease.

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          8.2.19. Change in Business. Change, or permit any of its Subsidiaries to change, in any material respect, the nature of its business as conducted on the date hereof.

SECTION 9. CONDITIONS PRECEDENT

          9.1. Conditions Precedent to Effectiveness of this Agreement.

          Notwithstanding any other provision of this Agreement or any of the other Loan Documents, this Agreement shall not be effective, no Lender shall be required to make any Loan hereunder, nor shall Agent be required to issue or procure any Letter of Credit or LC Guaranty hereunder unless and until each of the following conditions has been and continues to be satisfied in a manner satisfactory to Agent and each Lender party to this Agreement:

     9.1.1. Documentation. Agent and the Lenders shall have received, in form and substance satisfactory to Agent and its counsel and the Lenders, a duly executed copy of this Agreement and the other Loan Documents, together with such additional documents, instruments, opinions and certificates as Agent and its counsel shall require in connection therewith from time to time, all in form and substance satisfactory to Agent and its counsel and the Lenders.

     9.1.2. No Default. No Default or Event of Default shall exist.

     9.1.3. Other Conditions. Each of the conditions precedent set forth in the Loan Documents shall have been satisfied.

     9.1.4. Availability. Agent shall have determined that on the Closing Date (after giving effect to any Loans requested on the Closing Date) and after Agent has issued or procured any new Letters of Credit and LC Guaranties contemplated to be issued or procured on the Closing Date, Borrowers have paid (or, if accrued, treated as paid), all closing costs incurred in connection with the transactions contemplated hereby, and Borrowers have paid all fees and expenses owing to Agent, Arranger or any Lender that are to be paid on the Closing Date, Availability shall not be less than $25,000,000.

     9.1.5. No Litigation. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is adversely related to or arises out of this Agreement or the consummation of the transactions contemplated hereby or thereby.

     9.1.6. Closing Fees. Borrowers shall have paid all fees and expenses owing to Agent, Arranger or any Lender that are to be paid on the Closing Date.

     9.1.7. Lincolnshire Investment. Borrowers shall have consummated the Lincolnshire Investment on or prior to August 7, 2009, pursuant to documentation in

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form and substance reasonably satisfactory to Agent, and the net proceeds of the Lincolnshire Investment shall have be applied to reduce the outstanding principal balance of Revolving Credit Loans pursuant to subsection 3.3.4.

     9.1.8. Representations and Warranties. The representations and warranties set forth herein and in the other Loan Documents are accurate, complete and not misleading in all material respects (to the extent such representations and warranties are not otherwise qualified by materiality or Material Adverse Effect), except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties were accurate, complete and not misleading in all material respects (to the extent such representations and warranties are not otherwise qualified by materiality or Material Adverse Effect) as of such earlier date).

     9.1.9. No Default. No Default or Event of Default (other than the Specified Defaults) shall exist.

     9.1.10. No Litigation. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, any of the Loan Documents.

     9.2. Conditions Precedent to all Loans and other Credit Accommodations.

     Notwithstanding any other provision of this Agreement or any other Loan Documents, and without affecting in any manner the rights of any Agent or any Lender under the other sections of this Agreement, no Lender shall be required to make any Loan, nor shall Agent be required to issue or procure any Letter of Credit or LC Guaranty unless and until each of the following conditions has been and continues to be satisfied:

     9.2.1. No Default. No Default or Event of Default shall exist.

     9.2.2. No Litigation. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, any of the Loan Documents.

SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT

          10.1. Events of Default.

          The occurrence of one or more of the following events shall constitute an “Event of Default”:

     10.1.1. Payment of Obligations. Borrowers shall fail to pay any of the Obligations hereunder or under any Note on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise).

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     10.1.2. Misrepresentations. Any material representation, warranty or other statement made or furnished to Agent or any Lender by or on behalf of any Borrower, any of its Subsidiaries or any Guarantor in this Agreement, any of the other Loan Documents or any instrument, certificate or financial statement furnished in compliance with or in reference thereto proves to have been false or misleading in any material respect when made, furnished or reaffirmed pursuant to Section 7.2 hereof.

     10.1.3. Breach of Specific Covenants. Borrowers shall fail or neglect to perform, keep or observe any covenant contained in Section or subsection (i) 6.1.2, 6.2.4, 6.2.5, 8.1.1, 8.1.2, 8.1.3 (other than 8.1.3(ii)), 8.1.4, 8.2 or 8.3 hereof on the date that Borrowers are required to perform, keep or observe such covenant or (ii) 5.2, 5.3, 6.1.1, 8.1.3(ii), 8.1.9 or 8.1.11 hereof within 5 Business Days following the date on which Borrowers are required to perform, keep or observe such covenant.

     10.1.4. Breach of Other Covenants. Borrowers shall fail or neglect to perform, keep or observe any covenant contained in this Agreement (other than a covenant which is dealt with specifically elsewhere in Section 10.1 hereof) and the breach of such other covenant is not cured to Agent’s satisfaction within 30 days after the sooner to occur of Borrowers’ receipt of notice of such breach from Agent or the date on which such failure or neglect first becomes known to any officer of any Borrower.

     10.1.5. Default Under Security Documents or Other Agreements. Any event of default shall occur under, or any Borrower, any of its Subsidiaries or any Guarantor shall default in the performance or observance of any term, covenant, condition or agreement applicable to such Person contained in, any of the Security Documents or the Other Agreements and such default shall continue beyond any applicable grace period.

     10.1.6. Other Defaults. There shall occur any default or event of default on the part of any Borrower, any of its Subsidiaries or any Guarantor under any agreement, document or instrument to which such Borrower, such Subsidiary or such Guarantor is a party or by which such Borrower, such Subsidiary or such Guarantor or any of its Property is bound, evidencing or relating to any Indebtedness (other than the Obligations) with an outstanding principal balance in excess of $5,000,000, if the payment or maturity of such Indebtedness is or could be accelerated in consequence of such event of default or demand for payment of such Indebtedness is made or could be made in accordance with the terms thereof.

     10.1.7. Uninsured Losses. Any material loss, theft, damage or destruction of any portion of the Collateral having a fair market value of $3,000,000, in the aggregate, if not fully covered (subject to such deductibles and self-insurance retentions as Agent shall have permitted) by insurance.

     10.1.8. Insolvency and Related Proceedings. Any Borrower, any of its Subsidiaries or any Guarantor shall cease to be Solvent or shall suffer the

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appointment of a receiver, trustee, custodian or similar fiduciary, or shall make an assignment for the benefit of creditors, or any petition for an order for relief shall be filed by or against any Borrower, any of its Subsidiaries or any Guarantor under U.S. federal bankruptcy laws, the Insolvency Laws of Canada or any similar laws (if against any Borrower, any of its Subsidiaries or any Guarantor the continuation of such proceeding for more than 30 days), or any Borrower, any of its Subsidiaries or any Guarantor shall make any offer of settlement, extension or composition to their respective unsecured creditors generally.

     10.1.9. Business Disruption; Condemnation. There shall occur a cessation of a substantial part of the business of any Borrower, any of its Subsidiaries or any Guarantor for a period which materially adversely affects such Borrower’s, such Subsidiary’s or such Guarantor’s capacity to continue its business on a profitable basis; or any Borrower, any of its Subsidiaries or any Guarantor shall suffer the loss or revocation of any material license or permit now held or hereafter acquired by such Borrower, such Subsidiary or such Guarantor which is necessary to the continued or lawful operation of its business; or any Borrower, any of its Subsidiaries or any Guarantor shall be enjoined, restrained or in any way prevented by court, governmental or administrative order from conducting all or any material part of its business affairs; or any material lease or agreement pursuant to which any Borrower, any of its Subsidiaries or any Guarantor leases, uses or occupies any Property shall be canceled or terminated prior to the expiration of its stated term, except any such lease or agreement the cancellation or termination of which could not reasonably be expected to have a Material Adverse Effect; or any material portion of the Collateral shall be taken through condemnation or the value of such Property shall be impaired through condemnation.

     10.1.10. Change of Ownership. (a) a majority of the members of the board of directors as of the date hereof of Wabash or persons subsequently serving as directors of Wabash who are appointed or nominated by a majority of the persons serving on the board of directors on the date hereof or whose appointment or nomination was previously so approved (or a committee consisting of such persons), cease to be members of the board of directors of such Person; (b) Wabash shall cease to own and control, beneficially of record (directly or indirectly), 100% of the issued and outstanding Securities and Voting Stock of each other Borrower; (c) a Borrower or a Subsidiary of a Borrower shall cease to own and control, beneficially and of record (directly or indirectly), 100% of the issued and outstanding Securities and Voting Stock of each of its Subsidiaries that it owns on the date hereof; or (d) the occurrence of any “Change of Control” as defined in any Purchase Investment Document.

     10.1.11. Business Activity. Any Inactive Subsidiary engages in any business activity, owns any material assets, or incurs any Indebtedness other than the performance of its obligations under the Loan Documents to which it is a party and the performance of its obligations under intercompany agreements and agreements with its shareholders that have been disclosed to Agent in writing.

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     10.1.12. ERISA. A Reportable Event shall occur which, in Agent’s determination, constitutes grounds for the termination by the Pension Benefit Guaranty Corporation of any Plan or for the appointment by the appropriate United States district court of a trustee for any Plan, or if any Plan shall be terminated or any such trustee shall be requested or appointed, or any Borrower, any of its Subsidiaries or any Guarantor is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan resulting from such Borrower’s, such Subsidiary’s or such Guarantor’s complete or partial withdrawal from such Plan and any such event could reasonably be expected to have a Material Adverse Effect.

     10.1.13. Challenge to Agreement. Any Borrower, any Subsidiary of any Borrower or any Guarantor, or any Affiliate of any of them, shall challenge or contest in any action, suit or proceeding the validity or enforceability of this Agreement or any of the other Loan Documents, the legality or enforceability of any of the Obligations or the perfection or priority of any Lien granted to Agent.

     10.1.14. Repudiation of or Default Under Guaranty Agreement. Any Guarantor shall revoke or attempt to revoke the Guaranty Agreement signed by such Guarantor, or shall repudiate such Guarantor’s liability thereunder or shall be in default under the terms thereof.

     10.1.15. Criminal Forfeiture. Any Borrower, any of its Subsidiaries or any Guarantor shall be criminally indicted or convicted under any law that could lead to a forfeiture of any Property of such Borrower, such Subsidiary or such Guarantor.

     10.1.16. Judgments. Any money judgments, writ of attachment or similar processes (collectively, “Judgments”) in excess of amounts covered by insurance (not including self-insurance or other retentions) are issued or rendered against any Borrower, any of its Subsidiaries or any Guarantor, or any of their respective Property (i) in the case of money judgments, in an amount of $10,000,000 or more for any single judgment, attachment or process or $10,000,000 or more for all such judgments, attachments or processes in the aggregate, in each case in excess of any applicable insurance with respect to which the insurer has admitted liability, and (ii) in the case of non-monetary Judgments, such Judgment or Judgments (in the aggregate) could reasonably be expected to have a Material Adverse Effect, in each case which Judgment is not stayed, released or discharged within 30 days.

          10.2. Acceleration of the Obligations.

          Upon or at any time after the occurrence and during the continuance of an Event of Default, (i) Agent may, and upon the direction of Majority Lenders, Agent shall, declare the Revolving Loan Commitments terminated and/or (ii) Agent may, and upon the direction of Majority Lenders, Agent shall, declare all or any portion of the Obligations at once due and payable without presentment, demand protest or further notice by Agent or any Lender, and Borrowers shall forthwith pay to Agent, the full amount of such Obligations, provided, that upon the occurrence of an Event of Default specified in subsection 10.1.8

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hereof, the Revolving Loan Commitments shall automatically be terminated and all of the Obligations shall become automatically due and payable, in each case without presentment, declaration, notice or demand by Agent or any Lender.

          10.3. Other Remedies.

          Upon the occurrence and during the continuance of an Event of Default, Agent shall have and may exercise from time to time the following other rights and remedies:

     10.3.1. All of the rights and remedies of a secured party under the UCC or under other applicable law, and all other legal and equitable rights to which Agent or Lenders may be entitled, all of which rights and remedies shall be cumulative and shall be in addition to any other rights or remedies contained in this Agreement or any of the other Loan Documents, and none of which shall be exclusive.

     10.3.2. The right to take immediate possession of the Collateral, and to (i) require each Borrower and each of its Subsidiaries to assemble the Collateral, at Borrower’s joint and several expense, and make it available to Agent at a place designated by Agent which is reasonably convenient to both parties, and (ii) enter any premises where any of the Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the Property of any Borrower or any of its Subsidiaries, such Borrower agrees not to charge, or permit such Subsidiary to charge, Agent for storage thereof).

     10.3.3. The right to sell or otherwise dispose of all or any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale or sales, with such notice as may be required by law, in lots or in bulk, for cash or on credit, all as Agent, in its sole discretion, may deem advisable. Agent may, at Agent’s option, disclaim any and all warranties regarding the Collateral in connection with any such sale. Each Borrower agrees that 10 days’ written notice to such Borrower or any of its Subsidiaries of any public or private sale or other disposition of Collateral shall be reasonable notice thereof, and such sale shall be at such locations as Agent may designate in said notice. Agent shall have the right to conduct such sales on any Borrower’s or any of its Subsidiaries’ premises, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. Agent shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and Agent, on behalf of Lenders, may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Obligations. The proceeds realized from the sale of any Collateral shall be applied, after allowing 2 Business Days for collection, in the manner provided in subsection 3.4.2. If any deficiency shall arise, each Borrower and each Guarantor shall remain jointly and severally liable to Agent and Lenders therefor.

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     10.3.4. Agent is hereby granted a license or other right to use, without charge, each Borrower’s and each of its Subsidiaries’ labels, patents, copyrights, licenses, rights of use of any name, trade secrets, tradenames, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in completing, advertising for sale and selling any Collateral and each Borrower’s and each of its Subsidiaries’ rights under all licenses and all franchise agreements shall inure to Agent’s benefit.

     10.3.5. Agent may, at its option, require Borrowers to deposit with Agent funds equal to 105% of the Dollar Equivalent of the LC Amount and, if Borrowers fail to promptly make such deposit, Agent may advance such amount as a Revolving Credit Loan (whether or not an Overadvance is created thereby). Each such Revolving Credit Loan shall be secured by all of the Collateral and shall constitute a Base Rate Portion. Any such deposit or advance shall be held by Agent as a reserve to fund future payments on such LC Guaranties and future drawings against such Letters of Credit. At such time as all LC Guaranties have been paid or terminated and all Letters of Credit have been drawn upon or expired, any amounts remaining in such reserve shall be applied against any outstanding Obligations, or, if all Obligations have been indefeasibly paid in full, returned to Borrowers.

     10.3.6. Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, Agent shall not take any action to foreclose upon, acquire or take possession of or occupy, or exercise any remedies by which it will take title or otherwise come into ownership in respect of Collateral consisting of real Property listed on Exhibit 10.3.6 (the “Affected Collateral”) or purchase or otherwise acquire (including in lieu of actual payment of a purchase price) any stock or other equity interest in any Company or other Person that owns the Affected Collateral unless and until (i) Lenders have obtained, at Borrowers’ joint and several expense, a Phase II environmental site assessment with respect to the Affected Collateral, prepared by an environmental consultant reasonably acceptable to Lenders and (ii) each Lender has confirmed that no remediation is required by such Lender or that any remediation has been completed to the satisfaction of such Lender with respect to the Affected Collateral.

          10.4. Set Off and Sharing of Payments.

          In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequent notice to such Borrower (any prior or contemporaneous notice to such Borrower being hereby expressly waived) to set off and to appropriate and to apply any and all (i) balances held by such Lender at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances are then due to such Borrower or its Subsidiaries), and (ii) other property at any time held or owing by such Lender to or for the credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any of the Obligations. Any

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Lender exercising a right to set off shall, to the extent the amount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in each such other Lender’s pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordance with their respective Revolving Loan Percentages. Each Borrower agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share of the Obligations and upon doing so shall deliver such excess to Agent for the benefit of all Lenders in accordance with the Revolving Loan Percentages.

          10.5. Remedies Cumulative; No Waiver.

          All covenants, conditions, provisions, warranties, guaranties, indemnities, and other undertakings of each Borrower contained in this Agreement and the other Loan Documents, or in any document referred to herein or contained in any agreement supplementary hereto or in any schedule or in any Guaranty Agreement given to Agent or any Lender or contained in any other agreement between any Lender and such Borrower or between Agent and such Borrower, heretofore, concurrently, or hereafter entered into, shall be deemed cumulative to and not in derogation or substitution of any of the terms, covenants, conditions, or agreements of such Borrower herein contained. The failure or delay of Agent or any Lender to require strict performance by any Borrower of any provision of this Agreement or to exercise or enforce any rights, Liens, powers, or remedies hereunder or under any of the aforesaid agreements or other documents or security or Collateral shall not operate as a waiver of such performance, Liens, rights, powers and remedies, but all such requirements, Liens, rights, powers, and remedies shall continue in full force and effect until all Loans and other Obligations owing or to become owing from such Borrower to Agent and each Lender have been fully satisfied. None of the undertakings, agreements, warranties, covenants and representations of any Borrower contained in this Agreement or any of the other Loan Documents and no Default or Event of Default by any Borrower under this Agreement or any other Loan Documents shall be deemed to have been suspended or waived by Lenders, unless such suspension or waiver is by an instrument in writing specifying such suspension or waiver and is signed by a duly authorized representative of Agent and directed to Borrowers.

SECTION 11. THE AGENT

          11.1. Authorization and Action.

          Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, any Borrower. As to any matters not expressly

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provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable law, unless Agent is indemnified to its satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. If Agent seeks the consent or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

          11.2. Agent’s Reliance, Etc.

          Neither Agent, any Affiliate of Agent, nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, Agent: (i) may treat each Lender party hereto as the holder of Obligations until Agent receives written notice of the assignment or transfer of such Lender’s portion of the Obligations signed by such Lender and in form reasonably satisfactory to Agent; (ii) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iii) makes no warranties or representations to any Lender and shall not be responsible to any Lender for any recitals, statements, warranties or representations made in or in connection with this Agreement or any other Loan Documents; (iv) shall not have any duty beyond Agent’s customary practices in respect of loans in which Agent is the only lender to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Borrower, to inspect the property (including the books and records) of any Borrower, to monitor the financial condition of any Borrower or to ascertain the existence or possible existence or continuation of any Default or Event of Default; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be liable to any Lender for any action taken, or inaction, by Agent upon the instructions of Majority Lenders pursuant to Section 11.1 hereof or refraining to take any action pending such instructions; (vii) shall not be liable for any apportionment or distributions of payments made by it in good faith pursuant to Section 3 hereof; (viii) shall incur no liability under or in respect of this Agreement or the other Loan Documents by

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acting upon any notice, consent, certificate, message or other instrument or writing (which may be by telephone, facsimile, telegram, cable or telex) believed in good faith by it to be genuine and signed or sent by the proper party or parties; and (ix) may assume that no Event of Default has occurred and is continuing, unless Agent has actual knowledge of the Event of Default, has received notice from a Borrower or a Borrower’s independent certified public accountants stating the nature of the Event of Default, or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuing. In the event any apportionment or distribution described in clause (vii) above is determined to have been made in error, the sole recourse of any Person to whom payment was due but not made shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.

          11.3. Bank of America and Affiliates.

          With respect to its commitment hereunder to make Loans, Bank of America shall have the same rights and powers under this Agreement and the other Loan Documents as any other Lender and may exercise the same as though it were not Agent; and the terms “Lender,” “Lenders” or “Majority Lenders” shall, unless otherwise expressly indicated, include Bank of America in its individual capacity as a Lender. Bank of America and its Affiliates may lend money to, and generally engage in any kind of business with, each Borrower, and any Person who may do business with or own Securities of each Borrower all as if Bank of America were not Agent and without any duty to account therefor to any other Lender.

          11.4. Lender Credit Decision.

          Each Lender acknowledges that it has, independently and without reliance upon Agent or any other Lender and based on the financial statements referred to herein and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. Agent shall not have any duty or responsibility, either initially or on an ongoing basis, to provide any Lender with any credit or other similar information regarding any Borrower.

          11.5. Indemnification.

          Lenders agree to indemnify Agent and Arranger (to the extent not reimbursed by Borrowers or Guarantors), in accordance with their respective Aggregate Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Agent or Arranger in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by Agent or Arranger under this Agreement; provided, that no Lender shall be liable for any

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portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s or Arranger’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse Agent and Arranger promptly upon demand for its ratable share, as set forth above, of any out-of-pocket expenses (including reasonable attorneys’ fees) incurred by Agent or Arranger in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiation, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Loan Document, to the extent that Agent or Arranger, as applicable, is not reimbursed for such expenses by Borrowers. The obligations of Lenders under this Section 11.5 shall survive the payment in full of all Obligations and the termination of this Agreement. If after payment and distribution of any amount by Agent to Lenders, any Lender or any other Person, including any Borrower, any creditor of any Borrower, a liquidator, administrator or trustee in bankruptcy, recovers from Agent or Arranger any amount found to have been wrongfully paid to Agent or Arranger or disbursed by Agent or Arranger to Lenders, then Lenders, in accordance with their respective Aggregate Percentages, shall reimburse Agent or Arranger, as applicable, for all such amounts.

          11.6. Rights and Remedies to be Exercised by Agent Only.

          Each Lender agrees that, except as set forth in Section 10.4, no Lender shall have any right individually (i) to realize upon the security created by this Agreement or any other Loan Document, (ii) to enforce any provision of this Agreement or any other Loan Document, or (iii) to make demand for payment by any Borrower under this Agreement or any other Loan Document.

          11.7. Agency Provisions Relating to Collateral.

          Each Lender authorizes and ratifies Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected Agent’s Liens upon the Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of in compliance with subsection 8.2.9 hereof and if Borrowers certify to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof, as it may be amended from time to time in accordance with the provisions of Section 11.10 (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other disposition of

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Collateral after the occurrence and during the continuation of an Event of Default or (v) if approved, authorized or ratified in writing by Agent at the direction of all Lenders. Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the Liens granted to Agent herein or pursuant to the Security Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, but consistent with the provisions of this Agreement, including given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or liability whatsoever to any Lender.

          11.8. Agent’s Right to Purchase Commitments.

          Agent shall have the right, but shall not be obligated, at any time upon written notice to any Lender and with the consent of such Lender, which may be granted or withheld in such Lender’s sole discretion, to purchase for Agent’s own account all of such Lender’s interests in this Agreement, the other Loan Documents and the Obligations, for the face amount of the outstanding Obligations owed to such Lender, including without limitation all accrued and unpaid interest and fees.

          11.9. Right of Sale, Assignment, Participations.

          Each Borrower hereby consents to any Lender’s participation, sale, assignment, transfer or other disposition, at any time or times hereafter, of this Agreement and any of the other Loan Documents, or of any portion hereof or thereof, including, without limitation, such Lender’s rights, title, interests, remedies, powers, and duties hereunder or thereunder subject to the terms and conditions set forth below:

     11.9.1. Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,000 or any integral multiple of $1,000,000 in excess thereof, or, if less, the entire Revolving Loan Commitment of such Lender, (ii) Agent and, in the absence of a Default or Event of Default, Borrowers, must consent, such consent not to be unreasonably withheld or delayed, to each such assignment to a Person that is not an original signatory to this Agreement or a Lender or an Affiliate of such Person or Lender, (iii) the assigning Lender shall pay to Agent a processing and recordation fee of $3,500, and (iv) Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “Lender” for all purposes of this Agreement and (y) the assigning Lender

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shall have no further liability for funding the portion of Revolving Loan Commitments assumed by such other Lender.

     11.9.2. Participations. Any Lender may grant participations in its extensions of credit hereunder to any other Lender or other lending institution (a “Participant”), provided that (i) no such participation shall be for an amount of less than $5,000,000 or any integral multiple of $1,000,000 in excess thereof, other than participations to Affiliates of such Lender, which may be in any amount, (ii) no Participant shall thereby acquire any direct rights under this Agreement, (iii) no Participant shall be granted any right to consent to any amendment, except to the extent any of the same pertain to (1) reducing the aggregate principal amount of, or interest rate on, or fees applicable to, any Loan or (2) extending the final stated maturity of any Loan or the stated maturity of any portion of any payment of principal of, or interest or fees applicable to, any of the Loans; provided, that the rights described in this subclause (2) shall not be deemed to include the right to consent to any amendment with respect to or which has the effect of requiring any mandatory prepayment of any portion of any Loan or any amendment or waiver of any Default or Event of Default, (iv) no sale of a participation in extensions of credit shall in any manner relieve the originating Lender of its obligations hereunder, (v) the originating Lender shall remain solely responsible for the performance of such obligations, (vi) Borrowers and Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (vii) in no event shall any financial institution purchasing the participation grant a participation in its participation interest in the Loans without the prior written consent of Agent, and, in the absence of a Default or an Event of Default, Borrowers, which consents shall not unreasonably be withheld or delayed and (viii) all amounts payable by Borrowers hereunder shall be determined as if the originating Lender had not sold any such participation.

     11.9.3. Certain Agreements of Borrowers. Each Borrower agrees that (i) it will use its best efforts to assist and cooperate with each Lender in any manner reasonably requested by such Lender to effect the sale of participation in or assignments of any of the Loan Documents or any portion thereof or interest therein, including, without limitation, assisting in the preparation of appropriate disclosure documents and making members of management available at reasonable times to meet with and answer questions of potential assignees and Participants; and (ii) subject to the provisions of Section 12.14 hereof, such Lender may disclose credit information regarding each Borrower to any potential Participant or assignee.

     11.9.4. Non U.S. Resident Transferees. If, pursuant to this Section 11.9, any interest in this Agreement or any Loans is transferred to any transferee which is organized under the laws of any jurisdiction other than the United States or any state thereof, the transferor Lender shall cause such transferee (other than any Participant), and may cause any Participant, concurrently with and as a condition precedent to the effectiveness of such transfer, to (i) represent to the transferor Lender (for the benefit of the transferor Lender, Agent, and Borrowers) that under applicable law and treaties

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no taxes will be required to be withheld by Agent, Borrowers or the transferor Lender with respect to any payments to be made to such transferee in respect of the interest so transferred, (ii) furnish to the transferor Lender, Agent and Wabash either United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8ECI (wherein such transferee claims entitlement to complete exemption from United States federal withholding tax on all interest payments hereunder), and (iii) agree (for the benefit of the transferor Lender, Agent and Borrowers) to provide the transferor Lender, Agent and Wabash a new Form W-8BEN or Form W-8ECI upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption.

          11.10. Amendment.

          No amendment or waiver of any provision of this Agreement or any other Loan Document (including without limitation any Note), nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment, waiver or consent shall be effective, unless (i) in writing and signed by each Lender, if it does any of the following: (1) increase any Lender’s Revolving Loan Commitment or the aggregate Revolving Loan Commitments beyond the amount set forth in Section 1.1.6 or decrease the aggregate Revolving Loan Commitments or any Lender’s Revolving Loan Commitment, (2) reduce the principal of, or interest on, any amount payable hereunder or under any Note, other than those payable only to Bank of America in its capacity as Agent, which may be reduced by Bank of America unilaterally, (3) decrease any interest rate payable hereunder, the Unused Line Fee or any other fee payable to Lenders (as opposed to Agent or Arranger) or the rate at which any such fee is calculated (except for a revocation of the payment of interest at the Default Rate, which shall be in writing and signed by the Majority Lenders), (4) postpone any date fixed for any payment of principal of, or interest on, any amounts payable hereunder or under any Note, or any fees payable to the Lenders, other than those payable only to Bank of America in its capacity as Agent, which may be postponed by Bank of America unilaterally, (5) modify the definition of the term Borrowing Base if the effect of such modification is to increase the amount available to be borrowed hereunder, (6) modify the definitions of any of the terms Eligible Account, Eligible Inventory, or Eligible Trailer Inventory, if the effect of such modification is to increase the amount available to be borrowed in respect of the Revolving Loans, (7) reduce the number of Lenders that shall be required for Lenders or any of them to take any action hereunder, (8) release or discharge any Person liable for the performance of any obligations of any Borrower hereunder or under any of the Loan Documents, (9) amend any provision of this Agreement that requires the consent of all Lenders or consent to or waive any breach thereof, (10) amend the definition of the term “Majority Lenders”, (11) amend Section 1.1.2, subsection 1.1.4(i), subsection 3.4.2, this Section 11.10 or subsection 10.3.6, (12) amend the

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definitions of either of the terms Dominion Event or Dominion Period, (13) release all or substantially all of the Collateral, unless otherwise permitted pursuant to Section 11.7 hereof or (14) subordinate the Obligations to any other Indebtedness for Money Borrowed or subordinate any of the Liens on the Collateral securing the Obligations to any other Liens, except in the case of subordination of Agent’s Liens on Equipment subject to Permitted Purchase Money Indebtedness (which Agent shall be permitted to effect without the consent of any other Lender); (ii) in writing and signed by Agent in addition to the Lenders required above to affect the rights or duties of Agent under this Agreement, any Note or any other Loan Document; or (iii) in writing and signed by the Person party thereto, and neither Agent nor any of the other Lenders, to amend or modify any agreement or instrument evidencing or relating to any Product Obligations. If a fee is to be paid by Borrowers in connection with any waiver or amendment hereunder, the agreement evidencing such amendment or waiver may, at the discretion of Agent (but shall not be required to), provide that only Lenders executing such agreement by a specified date may share in such fee (and in such case, such fee shall be divided among the applicable Lenders on a pro rata basis without including the interests of any Lenders who have not timely executed such agreement).

          11.11. Resignation of Agent; Appointment of Successor.

     11.11.1. Resignation and Appointment. Agent may resign as Agent by giving not less than thirty (30) days’ prior written notice to Lenders and Borrowers. If Agent shall resign under this Agreement, then, (i) subject to the consent of Borrowers (which consent shall not be unreasonably withheld and which consent shall not be required during any period in which a Default or an Event of Default exists), Majority Lenders shall appoint from among Lenders and their Affiliates a successor agent for Lenders or (ii) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to Lenders and Borrowers of its resignation, then Agent shall appoint a successor agent who shall serve as Agent until such time as Majority Lenders appoint a successor agent, subject to Borrowers’ consent as set forth above. Upon its appointment, such successor agent shall succeed to the rights, powers and duties of Agent and the term “Agent” shall mean such successor effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any Agent hereunder, the provisions of this Section 11 shall inure to the benefit of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or not taken by it while it was an Agent under this Agreement.

          11.12. Audit and Examination Reports; Disclaimer by Lenders.

          By signing this Agreement, each Lender:

     (a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each audit or examination report

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(each a “Report” and collectively, “Reports”) prepared by or on behalf of Agent;

     (b) expressly agrees and acknowledges that Agent (i) does not make any representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in any Report;

     (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any audit or examination will inspect only specific information regarding each Borrower and will rely significantly upon each Borrower’s books and records, as well as on representations of each Borrower’s personnel;

     (d) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its assignees or participants, or use any Report in any other manner, in accordance with the provisions of Section 12.14; and

     (e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to any Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of any Borrower; and (ii) to pay and protect, and indemnify, defend and hold Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses and other amounts (including reasonable attorney’s fees and expenses) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

          11.13. Syndication Agents; Documentation Agent.

          Each Syndication Agent and the Documentation Agent identified in the introductory paragraph of this Agreement, in its capacity as such, shall not have any rights, powers, duties or responsibilities, and no rights, powers, duties or responsibilities shall be read into this Agreement or any other Loan Document or otherwise exist on behalf of or against such entity, in its capacity as such. If any Syndication Agent or the Documentation Agent resigns, in its capacity as such, no successor Syndication Agent or Documentation Agent, as applicable, shall be appointed.

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          11.14. Replacement of Lenders.

          In the event that any consent, waiver or amendment requiring the agreement of all Lenders as set forth above is agreed to by the Majority Lenders, but not all Lenders, (i) Agent may, in its sole discretion, cause any non-consenting Lender to assign its rights and obligations under this Agreement and the Other Agreements to one or more new Lenders or existing Lenders in the manner and according to the terms set forth in Section 11.9 of this Agreement and (ii) Wabash may demand that any non-consenting Lender assign its rights and obligations under this Agreement and the Other Agreements to one or more new Lenders or existing Lenders identified as a potential Lender at Wabash’s sole cost and expense in the manner and according to the terms set forth in Section 11.9 of this Agreement; provided, that (i) no Lender may be required to assign its rights and obligations to a new Lender because such Lender is unwilling to increase its own loan commitments, (ii) such new Lender must be willing to consent to the proposed amendment, waiver or consent and (iii) in connection with such assignment the new Lender pays the assigning Lender an amount equal to the Obligations owing to such assigning Lender, including all principal, accrued and unpaid interest and accrued and an unpaid fees to the date of assignment. Such assignment shall occur within thirty (30) days of notice by Agent or Borrower to such non-consenting Lender of Agent’s or Borrower’s intent to cause such non-consenting Lender to assign its interests hereunder. If such non-consenting Lender refuses or fails to execute and deliver an Assignment and Acceptance Agreement pursuant to Section 11.9 of this Agreement, the non-consenting Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement upon payment of the amount set forth in clause (iii) of this paragraph.

          With respect to any Defaulting Lender, (i) Agent may, in its sole discretion, cause such Defaulting Lender to assign its rights and obligations under this Agreement and the Other Agreements to one or more new Lenders or existing Lenders in the manner and according to the terms set forth in Section 11.9 of this Agreement and (ii) Wabash may demand that such Defaulting Lender assign its rights and obligations under this Agreement and the Other Agreements to one or more new Lenders or existing Lenders identified as a potential Lender at Wabash’s sole cost and expense in the manner and according to the terms set forth in Section 11.9 of this Agreement; provided, that in connection with such assignment the new Lender pays the assigning Lender an amount equal to the Obligations owing to such assigning Lender, including all principal, accrued and unpaid interest and accrued and an unpaid fees to the date of assignment. Such assignment shall occur within thirty (30) days of notice by Agent or Borrower to such Defaulting Lender of Agent’s or Borrower’s intent to cause such Defaulting Lender to assign its interests hereunder. If such Defaulting Lender refuses or fails to execute and deliver an Assignment and Acceptance Agreement pursuant to Section 11.9 of this Agreement, the non-consenting Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement upon payment of the amount set forth above.

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          11.15. Quebec Security.

          For greater certainty, and without limiting the powers of Agent hereunder or under any of the other Loan Documents, Borrowers hereby acknowledge that, for purposes of holding any security granted by any Borrower or any Guarantor on movable or immovable property pursuant to the laws of the Province of Quebec to secure obligations of any Borrower or any Guarantor under any bond or debenture issued by any Borrower or any Guarantor, Agent shall be the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) for and on behalf of (i) all present and future Lenders, (ii) Agent, and (iii) Bank or any other Affiliate of Agent that may from time to time issue Letters of Credit to any Borrower or execute LC Guaranties in favour of any Borrower. Each Lender, Bank or any other Affiliate of Agent that may from time to time issue Letters of Credit to any Borrower or execute LC Guaranties in favour of any Borrower hereby (i) irrevocably constitutes, to the extent necessary the Agent as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security granted by any Borrower or any Guarantor on movable or immovable property pursuant to the laws of the Province of Quebec to secure obligations of any Borrower or any Guarantor under any bond or debenture issued by any Borrower or any Guarantor, and (ii) appoints and agrees that Agent may act as the bondholder and mandatory with respect to any bond or debenture that may be issued and pledged from time to time for the benefit of Lenders, Agent, Bank or any other Affiliate of Agent that may from time to time issue Letters of Credit to any Borrower or execute LC Guaranties in favour of any Borrower.

          The constitution of Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) and Agent as bondholder and mandatory with respect to any bond or debenture that may be issued and pledged from time to time for the benefit of Lenders, Agent, Bank or any other Affiliate of Agent that may from time to time issue Letters of Credit to any Borrower or execute LC Guaranties in favour of any Borrower, shall be deemed to have been ratified and confirmed as follows:

     (i) by any assignee of a Lender by the execution of an Assignment and Acceptance Agreement;

     (ii) by Bank or any other Affiliate of Agent by the issuance or execution, as the case may be, of Letters of Credit or LC Guaranties; and

     (iii) by any assignee of Agent by the execution of an assignment agreement.

          Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), Agent may purchase, acquire and be the holder of any bond or debenture issued by any Borrower or any Guarantor (i.e. the fondé de pouvoir may acquire and hold the first bond or debenture issued under any deed of hypothec by any Borrower or any Guarantor).

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          Agent herein appointed as fondé de pouvoir shall have the same rights, powers and immunities as the Agent as stipulated herein, including under this Section 11, which shall apply mutatis mutandis. Without limitation, the provisions of Section 11.11 shall apply mutatis mutandis to the resignation and appointment of a successor Agent acting as fondé de pouvoir.

SECTION 12. MISCELLANEOUS

          12.1. Power of Attorney.

          Each Borrower hereby irrevocably designates, makes, constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact), solely with respect to the matters set forth in this Section 12.1, and Agent, or Agent’s agent, may, without notice to any Borrower and in such Borrower’s or Agent’s name, but at the cost and expense of such Borrower:

     12.1.1. At such time or times as Agent or said agent, in its sole discretion, may determine, endorse such Borrower’s name on any checks, notes, acceptances, drafts, money orders or any other evidence of payment or proceeds of the Collateral which come into the possession of Agent or under Agent’s control.

     12.1.2. At such time or times upon or after the occurrence and during the continuance of an Event of Default (provided that the occurrence of an Event of Default shall not be required with respect to clauses (iv), (vi), (viii) and (ix) below), as Agent or its agent in its sole discretion may determine: (i) demand payment of the Accounts from the Account Debtors, enforce payment of the Accounts by legal proceedings or otherwise, and generally exercise all of such Borrower’s rights and remedies with respect to the collection of the Accounts; (ii) settle, adjust, compromise, discharge or release any of the Accounts or other Collateral or any legal proceedings brought to collect any of the Accounts or other Collateral; (iii) sell or assign any of the Accounts and other Collateral upon such terms, for such amounts and at such time or times as Agent deems advisable, and at Agent’s option, with all warranties regarding the Collateral disclaimed; (iv) take control, in any manner, of any item of payment or proceeds relating to any Collateral; (v) prepare, file and sign such Borrower’s name to a proof of claim in bankruptcy or similar document against any Account Debtor or to any notice of lien, assignment or satisfaction of lien or similar document in connection with any of the Collateral; (vi) receive, open and dispose of all mail addressed to such Borrower and notify postal authorities to change the address for delivery thereof to such address as Agent may designate; (vii) endorse the name of such Borrower upon any of the items of payment or proceeds relating to any Collateral and deposit the same to the account of Agent on account of the Obligations; (viii) endorse the name of such Borrower upon any chattel paper, document, instrument, invoice, freight bill, bill of lading or similar document or agreement relating to the Accounts, Inventory and any other Collateral; (ix) use such Borrower’s stationery and sign the name of such Borrower to verifications of the Accounts and notices thereof to Account Debtors; (x) use the information recorded on

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or contained in any data processing equipment and Computer Hardware and Software relating to the Accounts, Inventory, Equipment and any other Collateral; (xi) make and adjust claims under policies of insurance; and (xii) do all other acts and things necessary, in Agent’s determination, to fulfill such Borrower’s obligations under this Agreement.

          The power of attorney granted hereby shall constitute a power coupled with an interest and shall be irrevocable.

          12.2. Indemnity.

          Each Borrower hereby agrees to jointly and severally indemnify Agent, Arranger and each Lender (and each of their Affiliates), and each of their respective officers, directors, employees, agents and advisors and hold Agent, Arranger and each Lender (and each of their Affiliates) and each of their respective officers, directors, employees, agents and advisors, harmless from and against any liability, loss, damage, suit, action or proceeding ever suffered or incurred by any such Person (including reasonable attorneys fees and legal expenses) as the result of such Borrower’s failure to observe, perform or discharge such Borrower’s duties hereunder or arising from or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby, except those determined by a court of competent jurisdiction in a final nonappealable judgment to have arisen out of the gross negligence or willful misconduct of such Person (or their officers, directors or employees) seeking indemnification. In addition, Borrowers shall jointly and severally defend Agent, Arranger and each Lender (and each of their Affiliates), and each of their respective officers, directors, employees, agents and advisors against and save it harmless from all claims of any Person with respect to the Collateral (except those determined by a court of competent jurisdiction in a final nonappealable judgment to have arisen out of the gross negligence or intentional misconduct of any such Person or their officers, directors or employees). Without limiting the generality of the foregoing, Borrowers shall jointly and severally indemnify and hold harmless Agent and each Lender (and each of their Affiliates), and each of their respective officers, directors, employees, agents and advisors from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or under the Environmental Laws, or attributable to the use, generation, storage, release, threatened release, discharge, disposal or presence of any Hazardous Materials, except for those losses, damages, costs, expenses or liabilities determined by a court of competent jurisdiction in a final nonappealable judgment to have arisen out of the gross negligence or willful misconduct of such Person (or their officers, directors or employees) seeking indemnification. Notwithstanding any contrary provision in this Agreement, the obligation of each Borrower under this Section 12.2 shall survive the payment in full of the Obligations and the termination of this Agreement.

          12.3. Sale of Interest.

          No Borrower may sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including, without limitation, such Borrower’s rights, title, interests, remedies, powers, and duties

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hereunder or thereunder, without the consent of all of the Lenders (and any such attempted sale or assignment without such consent shall be null and void).

          12.4. Severability.

          Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

          12.5. Successors and Assigns.

          This Agreement, the Other Agreements and the Security Documents shall be binding upon and inure to the benefit of the successors and assigns of Borrowers, Agent and each Lender permitted under Section 11.9 hereof and Section 12.3.

          12.6. Cumulative Effect; Conflict of Terms.

          The provisions of the Other Agreements and the Security Documents are hereby made cumulative with the provisions of this Agreement. Except as otherwise provided in any of the other Loan Documents by specific reference to the applicable provision of this Agreement, if any provision contained in this Agreement is in direct conflict with, or inconsistent with, any provision in any of the other Loan Documents, the provision contained in this Agreement shall govern and control.

          12.7. Execution in Counterparts.

          This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.

          12.8. Notice.

          Except as otherwise provided herein, all notices, requests and demands to or upon a party hereto, to be effective, shall be in writing, return receipt requested, by personal delivery against receipt, by overnight courier or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered or received, as applicable, immediately when delivered against receipt, one Business Day after deposit with an overnight courier or, in the case of facsimile notice, when sent, addressed as follows:

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If to Agent:	Bank of America, N.A.
	135 South LaSalle Street
	Fourth Floor
	Mail Code IL1-231-07-49
	Chicago, Illinois 60604
	Attention: Loan Administration Manager (Wabash)
	Facsimile No.: (312) 755-3300
With a copy to:	Goldberg, Kohn, Bell, Black,
	Rosenbloom & Moritz, Ltd.
	55 East Monroe Street
	Suite 3300
	Chicago, Illinois 60603
	Attention: David L. Dranoff, Esq.
	Facsimile No.: (312) 332-2196
If to any Borrower:	c/o Wabash National Corporation
	1000 Sagamore Parkway South
	Lafayette, Indiana 47905
	Attention: Chief Financial Officer
	Facsimile No.: (765) 771-5308
With a copy to:	Hogan & Hartson LLP
	111 South Calvert Street, Suite 1600
	Baltimore, Maryland 21202
	Attention: Michael J. Silver
	Facsimile No.: (410) 539-6981

or to such other address as each party may designate for itself by notice given in accordance with this Section 12.8; provided, however, that any notice, request or demand to or upon Agent or a Lender pursuant to subsection 3.1.1 or 4.2.2 hereof shall not be effective until received by Agent or such Lender.

          12.9. Consent.

          Whenever Agent’s, Majority Lenders’ or all Lenders’ consent is required to be obtained under this Agreement, any of the Other Agreements or any of the Security Documents as a condition to any action, inaction, condition or event, except as otherwise specifically provided herein, Agent, Majority Lenders or all Lenders, as applicable, shall be authorized to give or withhold such consent in their sole and absolute discretion and to condition its consent upon the giving of additional Collateral security for the Obligations, the payment of money or any other matter.

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          12.10. Credit Inquiries.

          Each Borrower hereby authorizes and permits Agent and each Lender to respond to usual and customary credit inquiries from third parties concerning such Borrower or any of its Subsidiaries.

          12.11. Time of Essence.

          Time is of the essence of this Agreement, the Other Agreements and the Security Documents.

          12.12. Entire Agreement.

          This Agreement and the other Loan Documents, together with all other instruments, agreements and certificates executed by the parties in connection therewith or with reference thereto, embody the entire understanding and agreement between the parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and inducements, whether express or implied, oral or written.

          12.13. Interpretation.

          No provision of this Agreement or any of the other Loan Documents shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or dictated such provision.

          12.14. Confidentiality.

          Agent and each Lender shall hold all nonpublic information obtained pursuant to the requirements of this Agreement in accordance with Agent’s and such Lender’s customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices and in any event may make disclosure reasonably required by a prospective participant or assignee in connection with the contemplated participation or assignment or as required or requested by any governmental authority or representative thereof or pursuant to legal process or in connection with the exercise of remedies and shall require any such participant or assignee to agree to comply with this Section 12.14. In any event, however, Agent, each Lender, Borrowers and their Affiliates may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated hereby and by the other Loan Documents and all materials of any kind (including opinions or other tax analyses) that are provided to Agent, any Lender, any Borrower or their Affiliates relating to such tax treatment and tax structure; it being understood that this authorization is retroactively effective to the commencement of the first discussions between or among any of the parties regarding the transactions contemplated hereby and by the other Loan Documents.

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          12.15. GOVERNING LAW; CONSENT TO FORUM.

          THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED IN AND SHALL BE DEEMED TO HAVE BEEN MADE IN CHICAGO, ILLINOIS. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS; PROVIDED, HOWEVER, THAT IF ANY OF THE COLLATERAL SHALL BE LOCATED IN ANY JURISDICTION OTHER THAN ILLINOIS, THE LAWS OF SUCH JURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF AGENT’S LIEN UPON SUCH COLLATERAL AND THE ENFORCEMENT OF AGENT’S OTHER REMEDIES IN RESPECT OF SUCH COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT WITH THE LAWS OF ILLINOIS. AS PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF ANY BORROWER, AGENT OR ANY LENDER, EACH BORROWER HEREBY CONSENTS AND AGREES THAT THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS, OR, AT AGENT’S OPTION, THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWERS ON THE ONE HAND AND AGENT OR ANY LENDER ON THE OTHER HAND PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, THAT AGENT AND LENDERS ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF SUCH JURISDICTION AND; PROVIDED, FURTHER THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT. EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH BORROWER HEREBY WAIVES ANY OBJECTION WHICH SUCH BORROWER MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH BORROWER AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER

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OF SUCH BORROWER’S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF AGENT OR ANY LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY AGENT OR ANY LENDER OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

          12.16. WAIVERS BY BORROWERS.

          EACH BORROWER WAIVES (i) THE RIGHT TO TRIAL BY JURY (WHICH AGENT AND EACH LENDER HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL; (ii) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS , CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY AGENT OR ANY LENDER ON WHICH SUCH BORROWER MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER AGENT OR ANY LENDER MAY DO IN THIS REGARD; (iii) NOTICE PRIOR TO AGENT’S TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING AGENT TO EXERCISE ANY OF AGENT’S REMEDIES; (iv) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS; (v) NOTICE OF ACCEPTANCE HEREOF AND (vi) EXCEPT AS PROHIBITED BY LAW, ANY RIGHT TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO AGENT’S AND EACH LENDER’S ENTERING INTO THIS AGREEMENT AND THAT AGENT AND EACH LENDER IS RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE DEALINGS WITH SUCH BORROWER. EACH BORROWER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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          12.17. Advertisement.

          Each Borrower hereby authorizes Agent to publish the name of such Borrower and the amount of the credit facility provided hereunder in any “tombstone” or comparable advertisement which Agent elects to publish. In addition, each Borrower agrees that, notwithstanding the provisions of Section 12.14, Agent may provide lending industry trade organizations with information necessary and customary for inclusion in league table measurements after the Closing Date.

          12.18. English Language.

          The parties hereby confirm their express wish that this Agreement and all documents and agreements directly and indirectly related thereto, including notices, be drawn up in English. Notwithstanding such express wish, the parties agree that any of such documents, agreements and notices or any part thereof or of this Agreement may be drawn up in French. Les parties reconnaissent leur volonté expresse que la présente convention ainsi que tous les documents et conventions qui s’y rattachent directement ou indirectement, y compris les avis, soient rédigés en langue anglaise. Nonobstant telle volonté expresse, les parties conviennent que n’importe quelle desdits documents, conventions et avis ou toute partie de ceux-ci ou de cette convention puissent être rédigés en langue francaise.

          12.19. USA PATRIOT Act.

          Each Lender hereby notifies each Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies each Borrower and each Guarantor, which information includes the name and address of such Borrower or Guarantor and other information that will allow such Lender to identify such Borrower or Guarantor in accordance with the Patriot Act.

SECTION 13. ACKNOWLEDGMENT, WAIVER AND RELEASE

          13.1. Events of Default.

          (a) Each Borrower acknowledges the existence of the following Events of Default (the “Specified Defaults”) under this Agreement:

     (i) The Event of Default under Section 10.1.3 of the Original Loan Agreement as a result of Borrowers’ failure to deliver to Agent audited financial statements of Wabash and its Subsidiaries for fiscal year 2008, constituting a breach of Section 8.1.3(i) of the Original Loan Agreement;

     (ii) The Event of Default under Section 10.1.3 of the Original Loan Agreement arising as a result of the legal name change, without prompt notification to Agent in writing, of Wabash Wood Products, Inc. (f/k/a WNC Cloud Merger Sub, Inc.), constituting a breach of Section 8.1.11(b) of the Original Loan Agreement;

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     (iii) The Event of Default under Section 10.1.3 of the Original Loan Agreement arising as a result of the legal name change, without prompt notification to Agent in writing, of Wabash National Manufacturing, L.P. (f/k/a Wabash National Lease Receivables, L.P.), constituting a breach of Section 8.1.11(b) of the Original Loan Agreement;

     (iv) The Events of Default under Section 10.1.3 of the Original Loan Agreement as a result of Borrowers’ breach of the Fixed Charge Coverage Ratio covenant for failure to maintain Availability equal to or greater than $30,000,000, constituting a breach of Section 8.3 of the Original Loan Agreement;

     (v) The Events of Default under Section 10.1.4 of the Original Loan Agreement as a result of Borrowers’ requests for Revolving Credit Loans during the existence of a Default or Event of Default, constituting a breach of Section 3.1.1 of the Original Loan Agreement;

     (vi) The Event of Default under Section 10.1.3 of the Original Loan Agreement as a result of Borrowers’ failure to timely deliver to Agent an unqualified auditor’s opinion in connection with the audited financial statements of Wabash and its Subsidiaries for fiscal year 2008, constituting a breach of Section 8.1.3(i) of the Original Loan Agreement;

     (vii) The Event of Default under Section 10.1.3 of the Original Loan Agreement as a result of Borrowers’ entrance into certain of the Preferred Investment Documents prior to the Closing Date, constituting a breach of Section 8.2.15 of the Original Loan Agreement; and

     (viii) The Event of Default under Section 10.1.3 of the Original Loan Agreement as a result of Borrowers’ entrance into certain of the Preferred Investment Documents prior to the Closing Date, constituting a breach of Section 8.2.17 of the Original Loan Agreement.

          (b) Each Lender hereby waives each of these Specified Defaults, effective on the Closing Date. This is a limited waiver and shall note constitute a modification or alteration of the terms, conditions, or covenants of this Agreement or any other Loan Document. Agent and Lenders hereby waive the right to any default rate of interest as a result of any of the Specified Defaults, prior to the Closing Date, effective on the Closing Date.

          13.1.2. Releases.

          As a material part of the consideration for Agent and Lenders entering into this Agreement and in order to induce Lenders to extend credit pursuant to this Agreement, on the date hereof each Borrower hereby releases and forever discharges Agent and each Lender and Agent’s and each Lender’s directors, officers, employees, agents, attorneys, affiliates,

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subsidiaries, successors and assigns from any and all liabilities, obligations, actions, contracts, claims, causes of action, damages, demands, costs and expenses whatsoever (collectively “Claims”), of every kind and nature, however evidenced or created, whether known or unknown, arising prior to or on the date of this Agreement including, but not limited to, any Claims involving the extension of credit under or administration of each Borrower and each Guarantor or Loan Documents, as each may be amended, the indebtedness incurred by any Borrower or any other transactions evidenced by this Agreement or the Loan Documents.

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          IN WITNESS WHEREOF, this Agreement has been duly executed on the day and year specified at the beginning of this Agreement.

WABASH NATIONAL CORPORATION, as a Borrower
By:	/s/ Robert J. Smith
Name:	Robert J. Smith
Title:	Senior Vice President and Chief Financial Officer
WABASH NATIONAL, L.P., as a Borrower
By:	Wabash National Trailer Centers, Inc., its General Partner
By:	/s/ Robert J. Smith
Name:	Robert J. Smith
Title:	Vice President
WABASH WOOD PRODUCTS, INC. (f/k/a WNC Cloud Merger Sub, Inc.), as a Borrower
By:	/s/ Robert J. Smith
Name:	Robert J. Smith
Title:	Secretary
FTSI DISTRIBUTION COMPANY, L.P., as a Borrower
By:	Wabash National Trailer Centers Inc., its General Partner
By:	/s/ Robert J. Smith
Name:	Robert J. Smith
Title:	Vice President
TRANSCRAFT CORPORATION, as a Borrower
By:	/s/ Robert J. Smith
Name:	Robert J. Smith
Title:	Vice President

Signature Page to Third Amended and Restated Loan and Security Agreement

BANK OF AMERICA, N.A., as Agent and as a Lender
By:	/s/ Robert J. Lund
Name:	Robert J. Lund
Title:	Senior Vice President
Revolving Loan Commitment: $34,166,666.66

Signature Page to Third Amended and Restated Loan and Security Agreement

FIFTH THIRD BANK     as a Lender
By:	/s/ David O’Neal
Name:	David O’Neal
Title:	Vice President
Revolving Loan Commitment: $6,250,000.00

Signature Page to Third Amended and Restated Loan and Security Agreement

WELLS FARGO FOOTHILL, LLC as Syndication Agent and as a Lender
By:	/s/ Krista Wade
Name:	Krista Wade
Title:	Assistant Vice President
Revolving Loan Commitment: $16,666,666.66

Signature Page to Third Amended and Restated Loan and Security Agreement

JPMORGAN CHASE BANK, N.A., as Documentation Agent and as a Lender
By:	/s/ Michael P. Gutia
Name:	Michael P. Gutia
Title:	Vice President
Revolving Loan Commitment: $16,666,666.66

Signature Page to Third Amended and Restated Loan and Security Agreement

NATIONAL CITY BUSINESS CREDIT, INC., as a Lender
By:	/s/ Todd W. Milenius
Name:	Todd W. Milenius
Title:	Vice President
Revolving Loan Commitment: $10,000,000.00

Signature Page to Third Amended and Restated Loan and Security Agreement

GENERAL ELECTRIC CAPITAL CORPORATION,     as a Lender
By:	/s/ Rebecca L. Milligan
Name:	Rebecca L. Milligan
Title:	Duly Authorized Signatory
Revolving Loan Commitment: $10,000,000.00

Signature Page to Third Amended and Restated Loan and Security Agreement

PNC BANK, N.A., as a Lender
By:	/s/ Eric L. Moore
Name:	Eric L. Moore
Title:	Vice President
Revolving Loan Commitment: $6,250,000.00

Signature Page to Third Amended and Restated Loan and Security Agreement

APPENDIX A

GENERAL DEFINITIONS

          When used in the Third Amended and Restated Loan and Security Agreement dated as of July 17, 2009, by and among BANK OF AMERICA, N.A., individually as a Lender and as Agent for Lenders, WELLS FARGO FOOTHILL, LLC, individually as a Lender and as Syndication Agent for Lenders, JPMORGAN CHASE BANK, N.A., individually as a Lender and as a Documentation Agent for Lenders, BANC OF AMERICA SECURITIES LLC, as Arranger, the other financial institutions which are or become parties thereto as Lenders and WABASH NATIONAL CORPORATION AND EACH SUBSIDIARY OF WABASH NATIONAL CORPORATION IDENTIFIED ON THE SIGNATURES PAGES THERETO AS A BORROWER, (a) the terms Account, Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit Account, Document, Electronic Chattel Paper, Equipment, Financial Asset, Fixture, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Payment Intangibles, Proceeds, Security Entitlement, Software, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security have the respective meanings assigned thereto under the UCC; (b) all terms reflecting Collateral having the meanings assigned thereto under the UCC shall be deemed to mean such Property, whether now owned or hereafter created or acquired by a Borrower or in which such Borrower now has or hereafter acquires any interest; (c) capitalized terms which are not otherwise defined have the respective meanings assigned thereto in said Third Amended and Restated Loan and Security Agreement; and (d) the following terms shall have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):

     Account Debtor — any Person who is or may become obligated under or on account of any Account, Contract Right, Chattel Paper or General Intangible.

     Affiliate — a Person (other than a Subsidiary): (i) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, a Person; (ii) which beneficially owns or holds 5% or more of any class of the Voting Stock of a Person; or (iii) 5% or more of the Voting Stock (or in the case of a Person which is not a corporation, 5% or more of the equity interest) of which is beneficially owned or held by a Person or a Subsidiary of a Person.

     Agent – Bank of America, N.A. in its capacity as agent for the Lenders under the Agreement and any successor in that capacity appointed pursuant to Section 11.11 of the Agreement.

     Agent Loans — as defined in subsection 1.1.5 of the Agreement.

     Aggregate Percentage — with respect to each Lender, the percentage equal to the quotient of (i) such Lender’s Revolving Loan Commitment divided by (ii) the aggregate of all Revolving Loan Commitments.

     Agreed Alternate Currency — as defined in Section 1.5 of the Agreement.

     Agreement — the Third Amended and Restated Loan and Security Agreement referred to in the first sentence of this Appendix A, all Exhibits and Schedules thereto and this Appendix A, as each of the same may be amended from time to time.

     Anti-Terrorism Laws – as defined in Section 7.1.33 of the Agreement.

     Apex — Wabash National Lease Receivables, L.P., a Delaware limited partnership.

     Applicable Margin – from the Closing Date, the percentages set forth below with respect to the Base Rate Portion, the LIBOR Portion and the Unused Line Fee.

Base Rate Portion	2.75	%
LIBOR Portion	4.25	%
Unused Line Fee	0.375	%

          The percentages set forth above will be adjusted 3 days following delivery by Borrowers to Agent of the Borrowing Base Certificate required to be delivered pursuant to subsection 8.1.4 of the Agreement for each March 31, June 30, September 30 and December 31 during the Term, commencing with the financial statements required to be delivered for the month ending July 31, 2010 (each such date, an “Adjustment Date”), effective prospectively on the first day of the month immediately following such delivery, by reference to the average Availability for the calendar month most recently ending in accordance with the following:

	Base Rate						Unused Line
Average Availability	Portion			LIBOR Portion			Fee
≥$30,000,000		2.25	%		3.75	%		0.375	%
≥$20,000,000 <$30,000,000		2.50	%		4.00	%		0.375	%
<$20,000,000		2.75	%		4.25	%		0.375	%

provided that, (i) if Borrowers fail to deliver the Borrowing Base required to be delivered pursuant to subsection 8.1.4 of the Agreement on or before the due date thereof, the Applicable Margin shall automatically adjust to the highest pricing tier set forth above, effective prospectively from such due date until the earlier of (x) the next Adjustment Date or (y) the delivery of such Borrowing Base and (ii) if on any Adjustment Date an Event of Default is in existence, the Applicable Margin shall not be lowered regardless of the average Availability as of such Adjustment Date.

If, as a result of any restatement of or other adjustment to the financial statements of the Borrowers or for any other reason, Agent determines that (a) Availability as calculated by the Borrowers as of any applicable date was inaccurate and (b) a proper calculation of the Availability would have resulted in different pricing for any period,

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then (i) if the proper calculation of Availability would have resulted in higher pricing for such period, the Borrowers shall automatically and retroactively be obligated to pay to Agent promptly on demand by Agent, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; and (ii) if the proper calculation of Availability would have resulted in lower pricing for such period, Agent shall have no obligation to repay any interest or fees to the Borrowers; provided that if, as a result of any restatement or other event a proper calculation of Availability would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by the Borrowers pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees paid for all such periods.

     Arranger – Banc of America Securities LLC, in its capacity as Arranger under this Agreement.

     Assignment and Acceptance Agreement — an assignment and acceptance agreement in the form attached hereto as Exhibit A-2, pursuant to which a Lender assigns to another Lender all or any portion of any of such Lender’s Revolving Loan Commitment, as permitted pursuant to the terms of the Agreement.

     Availability — the aggregate amount of additional money which Borrowers are entitled to borrow from time to time as Revolving Credit Loans, such amount being the difference derived when the sum of the principal amount of Revolving Credit Loans then outstanding (including any amounts which Agent or any Lender may have paid for the account of any Borrower pursuant to any of the Loan Documents and which have not been reimbursed by Borrowers), the sum of the Dollar Equivalent of the LC Amount and the LC Obligations and any reserves, is subtracted from the Borrowing Base. If the amount outstanding is equal to or greater than the Borrowing Base, Availability is 0.

     Bank – Bank of America, N.A.

     Base Rate — the rate of interest announced or quoted by Bank from time to time as its prime rate for commercial loans, whether or not such rate is the lowest rate charged by Bank to its most preferred borrowers (and, if such prime rate for commercial loans is discontinued by Bank as a standard, a comparable reference rate designated by Bank as a substitute therefor).

     Base Rate Portion — that portion of the Revolving Credit Loans that is not subject to a LIBOR Option.

     Bill and Hold Inventory — finished goods Inventory of a Company as to which a Company has issued an invoice for payment to the customer, but which, pursuant to

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such customers’ instructions or such Company’s normal business practices, has not yet been shipped to such customer and title to which has not yet passed to such customer.

     Borrowing Base — as at any date of determination thereof, an amount equal to the lesser of:

     (i) the Revolving Credit Maximum Amount; or

     (ii) an amount equal to the sum of

(a)	85% of the net amount of Eligible Accounts outstanding at such date; plus
(b)	the least of (i) 85% of the net orderly liquidation percentage of Eligible Inventory at such date and (ii) the sum of (A) 85% of the net orderly liquidation value of Eligible Trailer Inventory at such date, plus (B) 70% of the value of Eligible Inventory consisting of raw materials or parts at such date, plus (C) 50% of the value of Eligible Inventory consisting of work-in-process at such date; plus
(c)	the Maximum Fixed Asset Amount; minus
(d)	$12,500,000.

     For purposes hereof, (1) the net amount of Eligible Accounts at any time shall be the face amount of such Eligible Accounts less any and all returns, rebates, discounts (which may, at Agent’s option, be calculated on shortest terms), credits, allowances or excise taxes of any nature at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts at such time, (2) the amount of Eligible Inventory and Eligible Trailer Inventory shall each be determined on a first-in, first-out, lower of cost or market basis in accordance with GAAP, net of intercompany charges, (3) the net orderly liquidation percentage of Eligible Inventory shall be determined by a third party appraiser reasonably acceptable to Agent and shall be as reflected in the most recent appraisal delivered to Agent under the Agreement, and (4) the net orderly liquidation value of Eligible Trailer Inventory shall be determined by a third party appraiser reasonably acceptable to Agent and shall be reflected in the most recent appraisal delivered to Agent under the Agreement.

     Borrowing Base Certificate — a certificate by the Chief Financial Officer, Treasurer or Assistant Treasurer of Wabash, substantially in the form of Exhibit 8.1.4 (or another form reasonably acceptable to Agent) setting forth in Dollars the calculation of the Borrowing Base, including a calculation of each component thereof, all in such detail as shall be reasonably satisfactory to Agent. All calculations of the Borrowing Base in connection with the preparation of any Borrowing Base Certificate

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shall originally be made by Wabash and certified to Agent; provided, that Agent shall have the right to review and adjust, in the exercise of its reasonable credit judgment, any such calculation after giving notice thereof to Wabash, (1) to reflect its reasonable estimate of declines in value of any of the Collateral described therein, and (2) to the extent that Agent determines that such calculation is not in accordance with this Agreement.

     Business Day — any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of Wisconsin, the State of Illinois or the State of Indiana or is a day on which banking institutions located in any of such states are closed.

     Capital Expenditures — expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements, replacements, substitutions or additions thereto which have a useful life of more than one year, including the total principal portion of Capitalized Lease Obligations.

     Capitalized Lease Obligation — any Indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

     Closing Date — the date on which all of the conditions precedent in Section 9 of the Agreement are satisfied or waived by Agent and all Lenders.

     Collateral — all of the Property and interests in Property described in Section 5 of the Agreement, and all other Property and interests in Property of any Person that now or hereafter secure the payment and performance of any of the Obligations.

     Common Stock — the common stock of Wabash, par value $1.00 per share.

     Company — individually, each of each Borrower.

     Compliance Certificate — as defined in subsection 8.1.3 of the Agreement.

     Computer Hardware and Software — all of each Borrower’s rights (including rights as licensee and lessee) with respect to (i) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (ii) all Software and all software programs designed for use on the computers and electronic data processing hardware described in clause (i) above, including all operating system software, utilities and application programs in any form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iii) any firmware associated with any of the foregoing; and (iv) any documentation for hardware, Software and firmware described in clauses (i), (ii) and

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     (iii) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes.

     Consolidated — the consolidation in accordance with GAAP of the accounts or other items as to which such term applies.

     Contract Right — any right of each Borrower to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yet earned by performance.

     Current Assets — at any date means the amount at which all of the current assets of a Person would be properly classified as current assets shown on a balance sheet at such date in accordance with GAAP.

     Days Payable Outstanding – (i) the current month accounts payable, divided by (ii)(the trailing three months cost of good sold divided by 90).

     Days Payable Outstanding Amount – equal to (i) (the Days Payable Outstanding minus 40), multiplied by (ii) (the trailing three months cost of good sold divided by 90).

     Default — an event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default.

     Defaulting Lender — any Lender that fails to make any payment or provide funds to Agent or any Borrower as required hereunder or fails otherwise to perform its obligations under any Loan Document, and such failure is not cured within one Business Day.

     Default Rate — as defined in subsection 2.1.2 of the Agreement.

     Derivative Obligations — every obligation of a Person under any forward contract, futures contract, exchange contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreement), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices.

     Distribution — in respect of any Person means and includes: (i) the payment of any dividends or other distributions on Securities (except distributions in such Securities) and (ii) the redemption (including by way of conversion to another debt or equity Security) or acquisition of Securities of such Person, as the case may be, unless made contemporaneously from the net proceeds of the sale of Securities.

     Documentation Agent – JPMorgan Chase Bank, N.A., in its capacity as Documentation Agent for the Lenders under the Agreement.

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     Dollar Equivalent — the amount of Dollars as of any date of determination into which any Agreed Alternate Currency can be converted or determined in accordance with Section 1.6 of the Agreement.

     Dollars — the lawful currency of the United States.

     Domestic Subsidiary — a Subsidiary incorporated under the laws of a state of the United States or the District of Columbia.

     Dominion Account — a special bank account or accounts of Agent established by a Company pursuant to subsection 6.2.4 of the Agreement at banks selected by such Company, but acceptable to Agent in its reasonable discretion, and over which Agent shall have sole and exclusive access and control for withdrawal purposes.

     Dominion Event — the occurrence of any one of the following: (a) Excess Availability is at any time less than $30,000,000; or (b) an Event of Default occurs under subsection 10.1.1.

     Dominion Period — the period commencing with prior written notice by Agent to Borrowers of the occurrence of a Dominion Event and ending (a) no less than 60 days thereafter and (b) only after such Dominion Event is no longer in existence or has been waived by Majority Lenders for a period of at least 60 consecutive days, provided, that no other Dominion Event has been in existence during such 60 consecutive day period.

     EBITDA — as defined in Exhibit 8.3 to the Agreement.

     Eligible Account — an Account arising in the ordinary course of the business of a Company from the sale of goods or rendition of services which Agent, in its reasonable credit judgment (using commercially reasonable standards), deems to be an Eligible Account. Without limiting the generality of the foregoing, no Account shall be an Eligible Account if:

     (i) it arises out of a sale made or services rendered by a Company to a Subsidiary of a Company or an Affiliate of Company or to a Person controlled by an Affiliate of a Company; or

     (ii) [Intentionally Omitted]; or

     (iii) it remains unpaid more than 105 days after the original invoice date shown on the invoice or more than 60 days after the original due date shown on the invoice; or

     (iv) the total unpaid Accounts of the Account Debtor exceed (a) 30% of the net amount of all Eligible Accounts in the case of Schneider National, Inc. and its Affiliates, (b) the greater of (x) $10,000,000 or (y) 50% of the net amount of all Eligible Accounts in the case of any Account Debtor

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rated 5A2 or better by Dun & Bradstreet, and the Affiliates of such Account Debtor or (c) 20% of the net amount of all Eligible Accounts in the case of any other Account Debtor, but in each case only to the extent of such excess; or

     (v) any covenant, representation or warranty contained in the Agreement with respect to such Account has been breached; or

     (vi) except with respect to Accounts owing by an Account Debtor listed on Exhibit A-1 and as to which Borrowers have provided Agent with evidence that such Account Debtor has contractually waived such rights, the Account Debtor is also a creditor or supplier of a Company or any Subsidiary of a Company, or the Account Debtor has disputed liability with respect to such Account, or the Account Debtor has made any claim with respect to any other Account due from such Account Debtor to a Company or any Subsidiary of a Company, or the Account otherwise is or may become subject to right of setoff by the Account Debtor, provided, that any such Account shall be eligible to the extent such amount thereof exceeds such contract, dispute, claim, setoff or similar right; or

     (vii) the Account Debtor has commenced a voluntary case under the federal bankruptcy laws or the Insolvency Laws of Canada, as now constituted or hereafter amended, or made an assignment for the benefit of creditors, or a decree or order for relief has been entered by a court having jurisdiction in the premises in respect of the Account Debtor in an involuntary case under the federal bankruptcy laws or the Insolvency Laws of Canada, as now constituted or hereafter amended, or any other petition or other application for relief under the federal bankruptcy laws or the Insolvency Laws of Canada, as now constituted or hereafter amended, has been filed against the Account Debtor, or if the Account Debtor has failed, suspended business, ceased to be Solvent, or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed for it or for all or a significant portion of its assets or affairs; or

     (viii) it arises from a sale made or services rendered to an Account Debtor outside the United States or Canada, unless the sale is on letter of credit, guaranty or acceptance terms (with the rights thereunder having been assigned to Agent), in each case acceptable to Agent in its reasonable credit judgment; or

     (ix) (1) it arises from a sale to the Account Debtor on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment, or any other repurchase or return basis; or (2) it is subject to a reserve established by a Company for potential returns or refunds, to the extent of such reserve; or

     (x) the Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless the applicable Company

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assigns its right to payment of such Account to Agent, in a manner satisfactory to Agent, in its reasonable credit judgment, so as to comply with the Assignment of Claims Act of 1940 (31 U.S.C. §203 et seq., as amended); or

     (xi) it is not at all times subject to Agent’s duly perfected, first priority security interest or is subject to a Lien that is not a Permitted Lien; or

     (xii) the goods giving rise to such Account have not been delivered to and accepted by the Account Debtor or the services giving rise to such Account have not been performed by the applicable Borrower and accepted by the Account Debtor or the Account otherwise does not represent a final sale; or

     (xiii) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; or

     (xiv) a Company or a Subsidiary of a Company has made any agreement with the Account Debtor for any extension, compromise, settlement or modification of the Account or deduction therefrom, except for discounts or allowances which are made in the ordinary course of business for prompt payment and which discounts or allowances are reflected in the calculation of the face value of each invoice related to such Account; or

     (xv) 50% or more of the Accounts owing from the Account Debtor are not Eligible Accounts hereunder; or

     (xvi) a Company has made an agreement with the Account Debtor to extend the time of payment thereof; or

     (xvii) it represents service charges, late fees or similar charges; or

     (xviii) an invoice has been issued by a Company with respect thereto, but the underlying Inventory has not yet been shipped; or

     (xix) it represents U.S. federal excise taxes, state sales or use taxes or Canadian federal GST or similar provincial sales or service taxes; or

     (xx) it is not otherwise acceptable to Agent in its reasonable credit judgment (using commercially reasonable standards).

          Eligible Inventory — Inventory of a Company (other than packaging materials and supplies, tooling, patterns, samples and literature) which Agent, in its reasonable credit judgment (using commercially reasonable standards), deems to be Eligible Inventory. Without limiting the generality of the foregoing, no Inventory shall be Eligible Inventory if:

     (i) it consists of Bill and Hold Inventory or Trailer Inventory;

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     (ii) it is not raw materials, work in process that is, in Agent’s opinion, readily marketable in its current form or finished goods which meet the specifications of the purchase order or contract for such Inventory, if any; or

     (iii) it is not in good, new and saleable condition; or

     (iv) it is returned, slow-moving, obsolete or unmerchantable; or

     (v) it does not meet all standards imposed by any governmental agency or authority; or

     (vi) it does not conform in all respects to any covenants, warranties and representations set forth in the Agreement; or

     (vii) it is not at all times subject to Agent’s duly perfected, first priority security interest or is subject to a Lien that is not a Permitted Lien; or

     (viii) it is not situated at a location in compliance with the Agreement, provided that Inventory situated at a location not owned by a Company, other than Inventory located at a storage lot, as reported on the most recent Borrowing Base Certificate delivered to Agent, will be Eligible Inventory only if Agent has received a satisfactory landlord’s agreement or bailee’s letter, as applicable, with respect to such location; or

     (ix) it has been consigned to a Company’s customer; or

     (x) it is located outside of the continental United States of America; or

     (xi) it is in transit; or

     (xii) [Intentionally Omitted]; or

     (xiii) it is not otherwise acceptable to Agent in its reasonable credit judgment (using commercially reasonable standards).

     Eligible Trailer Inventory — Trailer Inventory that would constitute “Eligible Inventory” without the application of the requirements of clause (i) of the definition thereof.

     Environmental Laws — all United States, Canadian and other federal, state, provincial and local laws, rules, regulations, ordinances, orders and consent decrees relating to health, safety and environmental matters.

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     ERISA — the Employee Retirement Income Security Act of 1974, as amended, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

     Event of Default — as defined in Section 10.1 of the Agreement.

     Excess Availability – means as of any date of determination, (i) Availability minus (ii)(A) if Days Payable Outstanding is less than 40, zero and (B) if Days Payable Outstanding is equal to or greater than 40, the Days Payable Outstanding Amount.

     Executive Order– as defined in Section 7.1.33 of the Agreement.

     Existing Letters of Credit — as defined in subsection 1.2.1 of the Agreement.

     Fee Letter — as defined in Section 2.3 of the Agreement.

     Fixed Charge Coverage Ratio — as defined in Exhibit 8.3 to the Agreement.

     GAAP — generally accepted accounting principles in the United States of America in effect from time to time.

     Guarantors — each Subsidiary Guarantor and each other Person who now or hereafter guarantees payment or performance of the whole or any part of the Obligations.

     Guaranty Agreements — the Continuing Guaranty Agreement executed on September 23, 2003 by each Subsidiary Guarantor, in form and substance satisfactory to Agent, together with each other guaranty thereafter or hereafter executed by any Guarantor.

     Hazardous Materials — any chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority or which may or could pose a hazard to the health and safety of the owners, occupants or any persons in the vicinity of any Property or to the indoor or outdoor environment.

     Inactive Subsidiaries — collectively, WNC Receivables Management Corp., WNC Receivables LLC and Wabash Financing, LLC.

     Indebtedness — as applied to a Person means, without duplication:

     (i) all items which in accordance with GAAP would be included in determining total liabilities as shown on the liability side of a balance sheet of such Person as at the date as of which Indebtedness is to be determined, including, without limitation, Capitalized Lease Obligations;

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     (ii) all obligations of other Persons which such Person has guaranteed;

     (iii) all reimbursement obligations in connection with letters of credit or letter of credit guaranties issued for the account of such Person;

     (iv) Derivative Obligations; and

     (v) in the case of Borrowers (without duplication), the Obligations.

     Insolvency Laws of Canada — each of the Bankruptcy and Insolvency Act (Canada) and the Companies Creditors’ Arrangement Act (Canada), each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency or other similar law of any jurisdiction including, without limitation, any law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it.

     Intellectual Property — all past, present and future: trade secrets, know-how and other proprietary information; trademarks, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights for computer programs) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issued throughout the world and all tangible property embodying the copyrights, unpatented inventions (whether or not patentable); patent applications and patents; industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; the right to sue for all past, present and future infringements of any of the foregoing; all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing.

     Intercompany Loans — as defined in subsection 8.2.2 of the Agreement.

     Interest Period — as applicable to any LIBOR Portion, a period commencing on the date such LIBOR Portion is advanced, continued or converted, and ending on the date which is one (1) month, two (2) months, three (3) months, or six (6) months later, as may then be requested by Borrowers; provided, that (i) any Interest Period which would otherwise end on a day which is not a Business Day shall end in the next preceding or succeeding Business Day as is Agent’s custom in the market to which such LIBOR Portion relates (as communicated by Agent to Lenders from time to time); (ii) there remains a minimum of one (1) month, two (2) months, three (3)

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months or six (6) months (depending upon which Interest Period a Borrower selects) in the Term, unless Borrowers and Lenders have agreed to an extension of the Term beyond the expiration of the Interest Period in question; (iii) all Interest Periods of the same duration which commence on the same date shall end on the same date.

     Investment Securities — the securities to be issued under the Preferred Investment Documents including any Common Stock issued or issuable with respect to or in exchange for or into which such securities.

     Joint Venture — a Person (whether or not a Subsidiary) in which any Borrower or any of its Subsidiaries is an equity holder.

     Judgment Conversion Date — as defined in Section 1.7 of the Agreement.

     Judgment Currency — as defined in Section 1.7 of the Agreement.

     LC Amount — at any time, the aggregate undrawn available amount of all Letters of Credit and LC Guaranties then outstanding.

     LC Guaranty — any guaranty pursuant to which Agent or any Affiliate of Agent shall guaranty the payment or performance by a Borrower of its reimbursement obligation under any letter of credit.

     LC Obligations — Any Obligations that arise from any draw against any Letter of Credit or against any letter of credit supported by an LC Guaranty.

     Letter of Credit — any standby or documentary letter of credit issued by Agent or any Affiliate of Agent for the account of a Borrower.

     LIBOR — as applicable to any LIBOR Portion, for the applicable Interest Period, the rate per annum (rounded upward, if necessary, to the nearest 1/8 of one percent) as determined on the basis of the offered rates for deposits in U.S. dollars, for a period of time comparable to such Interest Period which appears on the Telerate page 3750 as of 11:00 a.m. (London time) on the day that is two (2) London Banking Days preceding the first day of such Interest Period; provided, however, if the rate described above does not appear on the Telerate System on any applicable interest determination date, the LIBOR shall be the rate (rounded upwards as described above, if necessary) for deposits in U.S. dollars for a period substantially equal to the Interest Period on the Reuters Page “LIBO” (or such other page as may replace the LIBO Page on that service for the purpose of displaying such rates), as of 11:00 a.m. (London Time), on the day that is two (2) London Banking Days prior to the first day of such Interest Period. If both the Telerate and Reuters systems are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in U.S. dollars for a period of time comparable to such Interest Period which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. (London time), on the day that is two (2) London Banking Days preceding the first day of such Interest Period as selected by Agent. The principal London

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office of each of the major London banks so selected will be requested to provide a quotation of its U.S. dollar deposit offered rate. If at least two (2) such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in U.S. dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. (New York City time), on the day that is two (2) London Banking Days preceding the first day of such Interest Period. In the event that Agent is unable to obtain any such quotation as provided above, it will be determined that LIBOR pursuant to a Interest Period cannot be determined. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Bank then for any period during which such Reserve Percentage shall apply, LIBOR shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage.

     LIBOR Interest Payment Date — the first day of each calendar month during the applicable Interest Period and the last day of the applicable Interest Period.

     LIBOR Option — the option granted pursuant to Section 3.1 of the Agreement to have the interest on all or any portion of the principal amount of the Revolving Credit Loans based on the LIBOR.

     LIBOR Portion — that portion of the Revolving Credit Loans specified in a LIBOR Request (including any portion of Revolving Credit Loans which is being borrowed by a Borrower concurrently with such LIBOR Request) which, as of the date of the LIBOR Request specifying such LIBOR Portion, has met the conditions for basing interest on the LIBOR in Section 3.1 of the Agreement and the Interest Period of which has not terminated.

     LIBOR Request — a notice in writing (or by telephone confirmed electronically or by telecopy or other facsimile transmission on the same day as the telephone request) from a Borrower to Agent requesting that interest on a Revolving Credit Loan be based on the LIBOR, specifying: (i) the first day of the Interest Period (which shall be a Business Day); (ii) the length of the Interest Period; (iii) whether the LIBOR Portion is a new Loan, a conversion of a Base Rate Portion, or a continuation of a LIBOR Portion, and (iv) the dollar amount of the LIBOR Portion, which shall be in an amount not less than $1,000,000 or an integral multiple of $100,000 in excess thereof.

     Lien — any interest in Property (whether legal or equitable) securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on common law, statute or contract. The term “Lien” shall also include rights of set off, rights of seller under conditional sales contracts or title retention agreements, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions,

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encumbrances and security interests affecting Property. For the purpose of the Agreement, each Borrower shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

     Lincolnshire — means Trailer Investments, LLC, a Delaware limited liability company or any of its Affiliates.

     Lincolnshire Investment — means the purchase of shares of Series E Preferred Stock, shares of Series F Preferred Stock, shares of Series G Preferred Stock and warrants for shares of Common Stock by Lincolnshire on the Closing Date for an aggregate purchase price of no less than $35,000,000.

     Loan Account — each loan account established on the books of Agent pursuant to Section 3.6 of the Agreement.

     Loan Documents — the Agreement, the Other Agreements and the Security Documents.

     Loans — all loans and advances of any kind made by Agent, any Lender, or any Affiliate of Agent or any Lender, pursuant to the Agreement.

     London Banking Day — any date on which commercial banks are open for business in London, England.

     Majority Lenders — as of any date, Lenders holding 51% of the Revolving Loan Commitments determined on a combined basis and following the termination of the Revolving Loan Commitments, Lenders holding 51% or more of the outstanding Loans, LC Amounts and LC Obligations not yet reimbursed by a Borrower or funded with a Revolving Credit Loan; provided, that (i) in each case, if there are 2 or more Lenders with outstanding Loans, LC Amounts, unfunded and unreimbursed LC Obligations or Revolving Loan Commitments, at least 2 Lenders shall be required to constitute Majority Lenders; and (ii) prior to termination of the Revolving Loan Commitments, if any Lender breaches its obligation to fund any requested Revolving Credit Loan, for so long as such breach exists, its voting rights hereunder shall be calculated with reference to its outstanding Loans, LC Amounts and unfunded and unreimbursed LC Obligations, rather than its Revolving Loan Commitment.

     Material Adverse Effect — (i) a material adverse effect on the business, condition (financial or otherwise), operation, performance or properties of Borrowers and their Subsidiaries taken as a whole, (ii) a material adverse effect on the rights and remedies of Agent or Lenders under the Loan Documents, or (iii) the material impairment of the ability of any Borrower or any of its Subsidiaries to perform its obligations hereunder or under any Loan Document.

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     Maximum Fixed Asset Amount — means an amount equal to $31,500,000, which number shall be reduced (i) by $400,000 on each of October 1, 2009, January 1, 2010, April 1, 2010, July 1, 2010 and October 1, 2010, (ii) by $750,000 on each of January 1, 2011, April 1, 2011, July 1, 2011 and October 1, 2011 and (iii) by $1,000,000 on each of January 1, 2012, April 1, 2012 and July 1, 2012.

     Money Borrowed — (i) Indebtedness arising from the lending of money by any Person to any Borrower or any of its Subsidiaries; (ii) Indebtedness, whether or not in any such case arising from the lending by any Person of money to any Borrower or any of its Subsidiaries, (1) which is represented by notes payable or drafts accepted that evidence extensions of credit, (2) which constitutes obligations evidenced by bonds, debentures, notes or similar instruments, or (3) upon which interest charges are customarily paid (other than accounts payable) or that was issued or assumed as full or partial payment for Property; (iii) Indebtedness that constitutes a Capitalized Lease Obligation; (iv) reimbursement obligations with respect to letters of credit or guaranties of letters of credit and (v) Indebtedness of any Borrower or any of its Subsidiaries under any guaranty of obligations that would constitute Indebtedness for Money Borrowed under clauses (i) through (iii) hereof, if owed directly by a Borrower or any of its Subsidiaries. Money Borrowed shall not include trade payables or accrued expenses.

     Mortgage — each mortgage, deed of trust or comparable document heretofore, now or at any time hereafter executed and delivered to Agent creating a Lien on real Property of a Borrower, a Subsidiary Guarantor or any other Person as security for all or any part of the Obligations.

     Multiemployer Plan — has the meaning set forth in Section 4001(a)(3) of ERISA.

     Notes — the Revolving Notes.

     Obligations — all Loans, all LC Obligations, Letters of Credit, LC Guaranties and all other advances, debts, liabilities, obligations, covenants and duties, together with all interest (including any interest that accrues after the commencement of insolvency or related proceedings of the type described in Section 10.1.8 hereof, regardless of whether allowed or allowable in whole or in part as a claim in any such proceeding), fees and other charges thereon, owing, arising, due or payable from each Borrower to Agent, for its own benefit, from each Borrower to Agent for the benefit of any Lender, from each Borrower to any Lender or any Affiliate of any Lender, and from each Borrower to Bank or any other Affiliate of Agent, of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, whether arising under the Agreement, any of the other Loan Documents or any agreements evidencing the Product Obligations, whether direct or indirect (including those acquired by assignment), absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising and however acquired, and including, without limitation, any Product Obligations.

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     OFAC — as defined in Section 7.1.33 of the Agreement.

     Organizational I.D. Number — with respect to any Person, the organizational identification number assigned to such Person by the applicable governmental unit or agency of the jurisdiction of organization of such Person.

     Original Loan Agreement — as defined in the Preamble to the Agreement.

     Original Loan Documents — as defined in the Section 1.9.

     Other Agreements — any and all agreements, instruments and documents (other than the Agreement and the Security Documents), heretofore, now or hereafter executed by any Borrower, any of its Subsidiaries or any Guarantor and delivered to Agent, Bank or any Lender or any of their respective Affiliates in respect of the transactions contemplated by the Agreement or any Product Obligations.

     Overadvance — as defined in subsection 1.1.2 of the Agreement.

     Permitted Acquisition — any acquisition after the Closing Date by any Borrower or any Subsidiary formed by such Borrower for such purpose (a “New Subsidiary”), by any means, of all or substantially all of the assets or capital stock, an operating division or a business unit, of any Person that is a going concern, that has been incorporated or organized under the laws of a State within the United States and that is in a similar or related field of business to a Borrower as of the date hereof, and so long as Agent and Lenders shall have received evidence at least 3 Business Days prior to the closing date of such acquisition that such acquisition satisfies the following conditions:

(a)	no Default or Event of Default is in existence at the time of such acquisition or would be caused thereby after giving effect thereto;
(b)	the Person or business to be acquired has shown an unadjusted positive EBITDA for the twelve month period ended immediately prior to the date of acquisition, as determined by Agent;
(c)	the Board of Directors and/or owners of the entity whose business is to be acquired have approved the proposed transaction;
(d)	Agent has received at least ten (10) days’ prior written notice thereof and, as soon as available, copies of all agreements delivered in connection therewith;
(e)	subsection 8.1.8 of the Agreement has been satisfied with respect to such assets, Person or New Subsidiary and, as a result thereof, Agent has obtained a first priority Lien (subject only to Permitted Liens) on the applicable stock and assets;

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(f)	Agent has received a certificate from Wabash’s Chief Financial Officer, Treasurer or Assistant Treasurer certifying that all of the applicable conditions contained herein to treating such acquisition as a Permitted Acquisition have been satisfied;
(g)	if the total consideration (including cash, notes and other debt, maximum earnouts, consulting and non-compete payments and the like) (i) for such acquisition exceeds $30,000,000 or (ii) for such acquisition, together with all other acquisitions completed in the current calendar year, exceeds $30,000,000, in each case Agent and Majority Lenders have consented in writing to such acquisition;
(h)	immediately after completing such acquisition, Borrowers have Availability of at least $45,000,000; and
(i)	consents have been obtained in favor of Agent to the collateral assignment of rights and indemnities under the related acquisition documents.

In no event shall any Accounts, Inventory or Trailer Inventory acquired in connection with a Permitted Acquisition be deemed eligible for advance hereunder unless and until Agent has completed (at Borrowers’ expense) a Collateral audit and appraisal of such Property so acquired or to be acquired.

     Permitted Liens — any Lien of a kind specified in subsection 8.2.5 of the Agreement.

     Permitted Purchase Money Indebtedness — Purchase Money Indebtedness of any Borrower which is secured by a Purchase Money Lien and the principal amount of which, when aggregated with the principal amount of all other such Indebtedness and Capitalized Lease Obligations of Borrowers and the Borrowers’ Subsidiaries at the time outstanding, does not exceed $10,000,000. For the purposes of this definition, the principal amount of any Purchase Money Indebtedness consisting of capitalized leases (as opposed to operating leases) shall be computed as a Capitalized Lease Obligation.

     Person — an individual, partnership, corporation, limited liability company, joint stock company, land trust, business trust, or unincorporated organization, or a government or agency or political subdivision thereof.

     Plan — an employee benefit plan now or hereafter maintained for employees of any Borrower or any of its Subsidiaries that is covered by Title IV of ERISA.

     Pledge Agreements — collectively, (i) the Pledge Agreement executed by Wabash on September 23, 2003 in favor of Agent, for the benefit of itself and Lenders, by which Wabash has granted to Agent, as security for the Obligations, a Lien on the 100% of the Securities of each other Borrower owned by Wabash and

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100% of the portion of the Securities of each of its other direct Subsidiaries owned by Wabash and (ii) all other pledge agreements and comparable documents heretofore, now or at any time hereafter securing the whole or any part of the Obligations.

     PPSA — the Personal Property Security Act in force in the Province of Ontario; provided, that in the event that, by reason of mandatory provisions of law, the validity, perfection and effect of perfection or non-perfection of a security interest or other applicable Lien is governed by other personal property security laws, the term “PPSA” means such other personal property security laws.

     Preferred Investment Documents — means collectively, (i) the Securities Purchase Agreement dated as of the date hereof by and between Wabash and Lincolnshire as may be amended from time to time; (ii) the Investor Rights Agreement dated as of the Closing Date by and between Wabash and Lincolnshire as may be amended from time to time; (iii) the Warrant to Purchase Shares of Common Stock dated as of the Closing Date by and between Wabash and Lincolnshire as may be amended from time to time and as may be transferred in whole or in part from time to time in accordance with its terms; (iv) the Certificate of Designations, Preferences and Rights of Series E Redeemable Preferred Stock of Wabash National Corporation as filed with the Secretary of State of the State of Delaware no later than the Closing Date as may be amended from time to time; (v) the Certificate of Designations, Preferences and Rights of Series F Redeemable Preferred Stock of Wabash National Corporation as filed with the Secretary of State of the State of Delaware no later than the Closing Date as may be amended from time to time; and (vi) the Certificate of Designations, Preferences and Rights of Series G Redeemable Preferred Stock of Wabash National Corporation as filed with the Secretary of State of the State of Delaware no later than the Closing Date as may be amended from time to time.

     Prior Claims — Liens on the Collateral that pursuant to applicable law are prior to or pari passu with Agent’s Liens.

     Product Obligations — every obligation of each Borrower under and in respect of any one or more of the following types of services or facilities extended to any Borrower by Bank, Agent, any Lender or any Affiliate of Bank, Agent or any Lender: (i) credit cards, (ii) cash management or related services including the automatic clearing house transfer of funds for the account of any Borrower pursuant to agreement or overdraft, (iii) controlled disbursement services and (iv) Derivative Obligations. For purposes of the Agreement, “Product Obligations”, shall include any of the foregoing services or facilities entered into by any Borrower on or prior to the Closing Date and still in existence on the Closing Date.

     Projections — Wabash’s forecasted Consolidated and consolidating (i) balance sheets, (ii) profit and loss statements, (iii) cash flow statements, and (iv) capitalization statements, all prepared on a consistent basis with the historical financial statements of Wabash and its Subsidiaries, together with appropriate supporting details and a statement of underlying assumptions.

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     Property — any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     Purchase Money Indebtedness — means and includes (i) Indebtedness (other than the Obligations) for the payment of all or any part of the purchase price of any fixed assets, (ii) any Indebtedness (other than the Obligations) incurred at the time of or within 10 days prior to or after the acquisition of any fixed assets for the purpose of financing all or any part of the purchase price thereof, and (iii) any renewals, extensions or refinancings thereof, but not any increases in the principal amounts thereof outstanding at the time.

     Purchase Money Lien — a Lien upon fixed assets which secures Purchase Money Indebtedness, but only if such Lien shall at all times be confined solely to the fixed assets the purchase price of which was financed through the incurrence of the Purchase Money Indebtedness secured by such Lien.

     Regulation D — Regulation D of the Board of Governors of the Federal Reserve System.

     Rentals — as defined in subsection 8.2.18 of the Agreement.

     Reportable Event — any of the events set forth in Section 4043(c) of ERISA.

     Reserve Percentage — the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed on member banks of the Federal Reserve System against “Euro-currency Liabilities” as defined in Regulation D.

     Restricted Investment — any investment made in cash or by delivery of Property to any Person, whether by acquisition of stock, Indebtedness or other obligation or Security, or by loan, advance or capital contribution, or otherwise, or in any Property except the following:

     (i) investments by a Borrower, to the extent said investments exist on the date hereof, in one or more Subsidiaries of such Borrower;

     (ii) investments in Property to be used in the ordinary course of business;

     (iii) investments in Current Assets arising from the sale of goods and services in the ordinary course of business of any Borrower or any of its Subsidiaries;

     (iv) investments in direct obligations of the United States of America, or any agency thereof or obligations guaranteed by the United States of America, provided that such obligations mature within one year from the date of acquisition thereof;

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     (v) investments in certificates of deposit maturing within one year from the date of acquisition and fully insured by the Federal Deposit Insurance Corporation;

     (vi) investments in commercial paper given the highest rating by a national credit rating agency and maturing not more than 270 days from the date of creation thereof;

     (vii) investments in money market, mutual or similar funds having assets in excess of $100,000,000 and the investments of which are limited to investment grade securities;

     (viii) Intercompany Loans;

     (ix) investments made in exchange for Accounts arising in the ordinary course of business which have not been collected for 120 days and which are, in the good faith judgment of such Borrower or one of its Subsidiaries, substantially uncollectible, provided that the instrument evidencing such investment is delivered to Agent to be held as security for the Obligations pursuant to the terms of the Agreement;

     (x) investments in evidence of Indebtedness, securities or other Property received from another Person by such Borrower or any of its Subsidiaries in connection with any bankruptcy case or by reason of a composition or a readjustment of debt or reorganization of such Person as a result of foreclosure, perfection or enforcement of any Lien in exchange for evidence of Indebtedness, securities or other Property of such Person;

     (xi) investments existing on the date hereof and listed on Exhibit 8.2.12 hereto;

     (xii) investments otherwise expressly permitted pursuant to the Agreement; and

     (xiv) investments not listed in clauses (i) through (xii) above (including without limitation investments in Joint Ventures and Subsidiaries) in an aggregate amount not in excess of $15,000,000.

     Revolving Credit Loan — a Loan made by any Lender pursuant to Section 1.1 of the Agreement.

     Revolving Credit Maximum Amount — $100,000,000, as such amount may be increased or reduced from time to time pursuant to the terms of the Agreement.

     Revolving Loan Commitment — with respect to any Lender, the amount of such Lender’s Revolving Loan Commitment pursuant to subsection 1.1.1 of the

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Agreement, as set forth below such Lender’s name on the signature page hereof or any Assignment and Acceptance Agreement executed by such Lender.

     Revolving Loan Percentage — with respect to each Lender, the percentage equal to the quotient of such Lender’s Revolving Loan Commitment divided by the aggregate of all Revolving Loan Commitments.

     Revolving Notes — the Third Amended and Restated Secured Promissory Notes to be jointly and severally executed by Borrowers on or about the Closing Date in favor of each Lender to evidence the Revolving Credit Loans, which shall be in the form of Exhibit 1.1 to the Agreement, together with any replacement or successor notes therefor.

     Security — all shares of stock, partnership interests, membership interests, membership units or other ownership interests in any other Person and all warrants, options or other rights to acquire the same.

     Security Documents — the Guaranty Agreements, the Mortgages, the Pledge Agreements, any applicable hypothecs, and all other instruments and agreements now or at any time hereafter securing the whole or any part of the Obligations.

     Series E-G Preferred Stock — means collectively, the Series E Preferred Stock, the Series F Preferred Stock and the Series G Preferred Stock of Wabash issued pursuant to the Preferred Investment Documents.

     Solvent — as to any Person, that such Person (i) owns Property whose fair saleable value is greater than the amount required to pay all of such Person’s Indebtedness (including contingent debts), (ii) is able to pay all of its Indebtedness as such Indebtedness matures and (iii) has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage.

     Subordinated Debt — Indebtedness of any Borrower or any of its Subsidiaries that is subordinated to the Obligations in a manner satisfactory to Majority Lenders, and contains terms, including without limitation, payment terms, satisfactory to Majority Lenders.

     Subsidiary — any Person of which another Person owns, directly or indirectly through one or more intermediaries, more than 50% of the Voting Stock at the time of determination.

     Subsidiary Guarantors — each Subsidiary of Wabash that now or hereafter executes a Guaranty Agreement.

     Swingline Loans — as defined in subsection 1.1.4 of the Agreement.

     Syndication Agent —Wells Fargo Bank, National Association, in its capacity as Syndication Agent for the Lenders under the Agreement.

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     Term — as defined in Section 4.1 of the Agreement.

     Total Credit Facility — $100,000,000, as such amount may be increased or reduced from time to time pursuant to the terms of the Agreement.

     Trailer Inventory — Inventory of a Company consisting of new and used trailers held by such Company for sale or lease.

     Type of Organization — with respect to any Person, the kind or type of entity by which such Person is organized, such as a corporation or limited liability company.

     UCC — the Uniform Commercial Code as in effect in the State of Illinois on the date of this Agreement, as it may be amended or otherwise modified.

     Unused Line Fee — as defined in Section 2.5 of the Agreement.

     USA Patriot Act — as defined in Section 7.1.33 of the Agreement.

     Voting Stock — Securities of any class or classes of a corporation, limited partnership or limited liability company or any other entity the holders of which are ordinarily, in the absence of contingencies, entitled to vote with respect to the election of corporate directors (or Persons performing similar functions).

     Wabash — as defined in the Preamble to the Agreement.

     Wabash Canada — FTSI Canada, Ltd., a corporation organized under the laws of the Province of New Brunswick.

     Wind Down Subsidiaries — collectively, National Trailer Funding, LLC and Wabash National, GmbH and Wabash Canada.

     WNLP — Wabash National, L.P., a Delaware limited partnership.

     WNTC — Wabash National Trailer Centers, Inc., a Delaware corporation.

     Other Terms. All other terms contained in the Agreement shall have, when the context so indicates, the meanings provided for by the UCC to the extent the same are used or defined therein.

     Certain Matters of Construction. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to the Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. The section titles, table of contents and list of exhibits appear as a matter of convenience only and shall not affect the interpretation of the Agreement. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. All references to any of the Loan Documents shall include any and all modifications thereto and any and all extensions or renewals thereof.

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