SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13
or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2015
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) 771-5300
Not applicable
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 – Registrant’s Business and Operations
Item 1.01 | Entry into a Material Definitive Agreement. |
On June 4, 2015, Wabash National Corporation (the “Company,” “Wabash” or “we”) entered into a Joinder and First Amendment to Amended and Restated Credit Agreement, First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement (the “Amendment”) by and among the Company, certain of its subsidiaries designated as Loan Parties (as defined in the Amendment), Wells Fargo Capital Finance, LLC, as arranger and administrative agent (the “Agent”), PNC National Bank National Association, and the other Lenders party thereto. The Amendment amends, among other things, the Amended and Restated Credit Agreement (the “Credit Agreement”), dated as of May 8, 2012, among the Company, certain subsidiaries of the Company from time to time party thereto (together with the Company, the “Borrowers”), the several lenders from time to time party thereto, and the Agent. The Credit Agreement, which was described in, and attached as an exhibit to, our Current Report on Form 8-K filed on May 14, 2012 (the “Original Form 8-K”), provided, among other things, for a five-year $150 million senior secured revolving credit facility (the “Credit Facility”) .
The Amendment, among other things (i) increases the total commitments under the Credit facility from $150 million to $175 million, and (ii) extends the maturity date of the Credit Facility from May 8, 2017 to June 4, 2020, but provides for an accelerated maturity in the event the Company’s outstanding 3.375% Convertible Senior Notes due 2018 (the “Convertible Notes”) are not converted, redeemed, repurchased or refinanced in full on or before the date that is 121 days prior to the maturity date thereof and the Company is not then maintaining, and continues to maintain until the Convertible Notes are converted, redeemed, repurchased or refinanced in full, (x) Liquidity of at least $125 million and (y) availability under the Credit Facility of at least $25 million. Liquidity is defined in the Credit Agreement and reflects the difference between (i) the sum of (A) unrestricted cash and cash equivalents and (B) availability under the Credit Facility and (ii) the amount necessary to fully redeem the Convertible Notes.
In addition, the Amendment (i) provides that borrowings under the Credit Facility will bear interest, at the Borrowers’ election, at (x) LIBOR plus a margin ranging from 150 basis points to 200 basis points (in lieu of the previous range from 175 basis points to 225 basis points), or (y) a base rate plus a margin ranging from 50 basis points to 100 basis points (in lieu of the previous range from 75 basis points to 125 basis points), in each case, upon the monthly average excess availability under the Credit Facility, (ii) provides that the monthly unused line fee shall be equal to 25 basis points (which amount was previously 37.5 basis points) times the average unused availability under the Credit Facility, (iii) provides that if availability under the Credit Facility is less than 12.5% (which threshold was previously 15%) of the total commitment under the Credit Facility or if there exists an event of default, amounts in any of the Borrowers’ and the subsidiary guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and applied to reduce the outstanding amounts under the Credit Facility, (iv) provides that the Company will be required to maintain a minimum fixed charge coverage ratio of not less than 1.1 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the Credit Facility is less than 10% (which threshold was previously 12.5%) of the total commitment under the Credit Facility and (v) amends certain negative covenants in the Credit Agreement.
Except as amended by the Amendment, the remaining terms of the Credit Agreement remain in full force and effect.
The foregoing descriptions of the Credit Agreement and the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Credit Agreement and the Amendment, which are attached to the Original Form 8-K as Exhibit 10.1 and this Current Report as Exhibit 10.1, respectively.
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. |
The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” is incorporated in this Item 2.03 by reference. At the time of entering into the Amendment on June 4, 2015, the Company had no obligations outstanding under the Credit Agreement, as amended.
Section 9 – Financial Statements and Exhibits
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
10.1 | Joinder and First Amendment to Amended and Restated Credit Agreement, First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement dated June 4, 2015 by and among Wabash National Corporation, certain of its subsidiaries designated as Loan Parties (as defined in the Amendment), Wells Fargo Capital Finance, LLC, as arranger and administrative agent, PNC National Bank National Association, and the other Lenders party thereto. |
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: June 10, 2015 | By: | /s/ Jeffery L. Taylor | |
Jeffery L. Taylor | |||
Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
10.1 | Joinder and First Amendment to Amended and Restated Credit Agreement, First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement dated June 4, 2015 by and among Wabash National Corporation, certain of its subsidiaries designated as Loan Parties (as defined in the Amendment), Wells Fargo Capital Finance, LLC, as arranger and administrative agent, PNC National Bank National Association, and the other Lenders party thereto. |
Exhibit 10.1
JOINDER AND FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT,
FIRST AMENDMENT TO AMENDED AND RESTATED
SECURITY AGREEMENT AND FIRST AMENDMENT TO
AMENDED AND RESTATED GUARANTY AGREEMENT
THIS JOINDER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY AGREEMENT (this "Amendment") is entered into as of June 4, 2015, by and among Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as the arranger and administrative agent (the "Agent") for the Lenders (as defined in the Credit Agreement referred to below), PNC BANK, NATIONAL ASSOCIATION, as a Lender (the "New Lender"), the other Lenders party hereto, WABASH NATIONAL CORPORATION, a Delaware corporation ("Wabash"), certain Subsidiaries of Wabash designated on the signature pages hereto as borrowers (together with Wabash, such Subsidiaries are collectively referred as the "Borrowers") and certain Subsidiaries of Wabash designated on the signature pages hereto as guarantors (such Subsidiaries are collectively referred to as the "Guarantors" and together with the Borrowers, such Guarantors are collectively referred to as the "Loan Parties").
WHEREAS, the Borrowers, Agent, and Lenders are parties to that certain Amended and Restated Credit Agreement dated as of May 8, 2012 (as amended, restated, modified or supplemented from time to time, the "Credit Agreement");
WHEREAS, the Loan Parties and Agent are parties to that certain Amended and Restated Security Agreement dated as of May 8, 2012 (as amended, restated, modified or supplemented from time to time, the "Security Agreement");
WHEREAS, the Guarantors and Agent are parties to that certain Amended and Restated Guaranty Agreement dated as of May 8, 2012 (as amended, restated, modified or supplemented from time to time, the "Guaranty Agreement");
WHEREAS, New Lender has agreed to join the Credit Agreement as a Lender on the date hereof; and
WHEREAS, the Borrowers have requested that Lenders agree to amend the Credit Agreement, the Security Agreement and the Guaranty Agreement in certain respects as set forth herein, and Lenders have agreed to the foregoing, on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.
2. Joinder; Inter-Lender Assignments.
(a) Upon the effectiveness of this Amendment, New Lender (i) hereby joins the Credit Agreement as a Lender and shall have the rights and obligations of a Lender under the Loan Documents; (ii) confirms that it has received copies of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it will, independently and without reliance upon Agent or any other Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (iv) confirms that it is an Eligible Transferee; (v) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
(b) Upon the effectiveness of this Amendment each Lender and each Exiting Lender (as defined below) hereby sells and assigns to each other Lender, without recourse, representation or warranty (except as set forth below), and each such Lender hereby purchases and assumes from each assigning Lender and Exiting Lender a percentage interest in the Revolver Commitment and Revolver Usage, as applicable, as may be required to reflect the allocation of Revolver Commitment and Revolver Usage set forth on Schedule C-1 hereto. Upon the effectiveness of this Amendment, the Lenders agree to make such inter-Lender wire transfers as may be required to give effect to the foregoing assignments and assumptions and, as a result of such assignments and assumptions, each Lender and Exiting Lender in accordance with this Section 2(b) shall be absolutely released from any obligations, covenants or agreements with respect to the Revolver Commitments and Revolver Usage so assigned. With respect to such Revolver Commitments and Revolver Usage so assigned, each assigning Lender and Exiting Lender makes no representation or warranty whatsoever, except that it represents and warrants that it is the legal and beneficial owner of the same, free and clear of any adverse claim. Each Person party to the Credit Agreement as a Lender immediately prior to the effectiveness of this Amendment that is not listed as a "Lender" on Schedule C-1 to the Credit Agreement, as amended hereby (each such Person, an "Exiting Lender"), shall upon the effectiveness of this Amendment, be deemed to have assigned all of its Revolver Usage and Revolver Commitments pursuant to this Section 2(b) to the Lenders listed on Schedule C-1 hereto as set forth above and each such Exiting Lender (i) shall no longer be a party to the Credit Agreement, (ii) relinquishes its rights under the Credit Agreement and other Loan Documents (except those surviving the termination of the Revolver Commitments and payment in full of the Obligations owing to such Exiting Lender), and (iii) is hereby released from its obligations under the Credit Agreement and other Loan Documents.
(c) Nothing contained herein shall constitute a novation of any Obligation.
3. Amendments to Credit Agreement. In reliance upon the representations and warranties of the Borrowers set forth in Section 9 below, and subject to the satisfaction of the conditions to effectiveness set forth in Section 8 below, the Credit Agreement is hereby amended as follows:
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(a) The parenthetical set forth in Section 2.1(c)(B) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease, Liens securing the Term Loan Indebtedness and subject to the Intercreditor Agreement or Liens securing any Additional Indebtedness and subject to the applicable intercreditor agreement)
(b) The lead-in language to Section 2.4(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(ii) At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied to the Obligations as follows:
(c) Clause (y) of the second proviso in Section 2.4(e)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:
and (y) in the case of the Term Priority Collateral, Borrowers and their Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases or construction unless, while the Term Loan Credit Agreement is in effect or any Additional Indebtedness is outstanding, such replacements, purchases and construction are permitted by the terms of the Term Loan Credit Agreement (as in effect on the date hereof, or in the case of the Net Cash Proceeds from the sale or other disposition of the Real Property Collateral located at 10498 North Vancouver Way, Portland, Oregon as may be consented by the requisite lenders party to the Term Loan Credit Agreement) and such agreements, instruments or documents delivered in connection with any Additional Indebtedness or, if the Term Loan Credit Agreement is no longer in effect and no Additional Indebtedness is outstanding, such Net Cash Proceeds are in excess of $1,500,000 in any given fiscal year.
(d) The reference to "0.375%" in Section 2.10(b) of the Credit Agreement is hereby replaced with a reference to "0.25%" in lieu thereof.
(e) Section 2.10(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:
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(c) audit, appraisal, field examination, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per auditor, plus reasonable out-of-pocket expenses for each financial audit of the Loan Parties performed by personnel employed by Agent, (ii) if implemented, a fee of $1,000 per day, per applicable individual, plus reasonable out-of-pocket expenses for the establishment of electronic collateral reporting systems, and (iii) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits of the Loan Parties, to establish electronic collateral reporting systems, or any portion thereof, or to appraise the Collateral consisting of Inventory, or any portion thereof or, to the extent required by applicable law, Real Property; provided, however, that (A) so long as no Event of Default shall have occurred and be continuing and (x) Borrowers have Excess Availability in an amount equal to or greater than 15% of the Maximum Revolver Amount, Borrowers shall not be obligated to reimburse Agent for more than 1 audit during any calendar year, or (y) Borrowers have Excess Availability in an amount less than 15% of the Maximum Revolver Amount, Borrowers shall not be obligated to reimburse Agent for more than 2 audits during any calendar year, and (B) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than 1 appraisal during any calendar year of each of the following types of Collateral: Inventory consisting of trailers and Inventory consisting of raw materials, parts and work-in-process; provided, further, however, that to the extent an Event of Default has occurred and is continuing, Borrowers shall be obligated to reimburse Agent for all fees and charges for each audit and appraisal during any calendar year.
(f) A new Clause (j) is hereby added to Section 2.14 of the Credit Agreement at the end of such Section as follows:
(j) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to guaranty and otherwise honor all Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.14(j) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.14(j), or otherwise under the Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.14(j) shall remain in full force and effect until payment in full of the Obligations. Each Qualified ECP Guarantor intends that this Section 2.14(j) constitutes and this Section 2.14(j) shall be deemed to constitute a "keepwell, support or other agreement" for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act
(g) Section 3.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:
3.3 Maturity.
This Agreement shall continue in full force and effect for a term ending on the Maturity Date. The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice to Administrative Borrower upon the occurrence and during the continuation of an Event of Default.
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(h) Section 4.4(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(b) Agent's Liens are validly created, perfected and first priority Liens, subject, with respect to their priority, only to Permitted Liens which are either permitted purchase money Liens, the interests of lessors under Capital Leases, Liens for taxes on real property that are not yet due and payable, Liens securing the Term Loan Indebtedness on Term Priority Collateral or Liens securing any Additional Indebtedness on Term Priority Collateral.
(i) Section 4.10(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(a) After giving effect to the Advances made hereunder and the Letters of Credit and Reimbursement Obligations to be issued hereunder, and the consummation of the other transactions contemplated hereby, including, without limitation, the consummation of the Closing Date Acquisition and the issuance of the Term Loan Indebtedness, the Permitted Convertible Notes and any Additional Indebtedness, the Loan Parties, on a consolidated basis, are Solvent.
(j) The first sentence of Section 5.7 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Subject to Section 2.10(c), permit Agent and each of its duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to conduct appraisals and valuations, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as Agent may designate and, so long as no Default or Event of Default exists, with reasonable prior notice to Administrative Borrower.
(k) The proviso in clause (a) of Section 5.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:
; provided that such joinder to the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any Foreign Subsidiary, so long as such Subsidiary does not guaranty any of the Term Loan Indebtedness or any Additional Indebtedness,
(l) Section 6.7(a)(i) of the Credit agreement is hereby amended by adding a new clause (E) to the end of such Section as follows:
or (E) any Additional Indebtedness, which is addressed in Section 6.7(a)(v).
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(m) Section 6.7(a)(ii)(A) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(A) the optional redemption or purchase for cash by Administrative Borrower of some or all of the Permitted Convertible Notes with the proceeds of any Additional Indebtedness.
(n) Section 6.7(a) of the Credit Agreement is hereby amended by adding a new clause (v) to the end of such Section as follows:
(v) optionally or mandatorily pay, prepay, redeem, defease, purchase or otherwise acquire any or all of the Additional Indebtedness, except for (A) the mandatory prepayment of the Additional Indebtedness in connection with customary asset sales (or casualty or condemnation events) and change of control offers, in each case, to the extent permitted under the applicable intercreditor agreement, and (B) optional prepayments of any Additional Indebtedness from time to time, so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) both immediately prior to, and immediately after giving effect to, the making of such optional prepayment, Excess Availability is not less than $35,000,000, or
(o) Section 6.7(b)(i) of the Credit Agreement is hereby amended by adding a new clause (F) to the end of such Section as follows:
and (F) any Additional Indebtedness to the extent permitted pursuant to the terms of the applicable intercreditor agreement,
(p) Clause (c) of Section 6.9 of the Credit Agreement is hereby amended by deleting the phrase "so long as both prior to, and immediately after giving effect to, the making of such Restricted Junior Payment, Excess Availability is not less than $35,000,000," at the end thereof and replacing it with the following:
so long as (i)(A) on a pro forma basis immediately after giving effect to the making of such Restricted Junior Payment, Borrower and their Subsidiaries would have a Fixed Charge Coverage Ratio of not less than 1.1 to 1.0 for the 4 fiscal quarter period ended immediately prior to the proposed date of consummation of such Proposed Restricted Junior Payment, and (B) both immediately prior to, and immediately after giving effect to, the making of such proposed Restricted Junior Payment, Borrowers shall have Excess Availability in an amount equal to or greater than 15% of the Maximum Revolver Amount, or (ii) both immediately prior to, and immediately after giving effect to, the making of such proposed Restricted Junior Payment, Borrowers shall have Excess Availability in an amount equal to or greater than 20% of the Maximum Revolver Amount,
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(q) Clause (f)(i) of Section 6.9 of the Credit Agreement is hereby amended and restated in its entirety as follows:
(i) the optional redemption or purchase for cash by Administrative Borrower of some or all of the Permitted Convertible Notes with the proceeds of any Additional Indebtedness.
(r) Section 8.7 of the Credit Agreement is hereby amended and restated in its entirety as follows:
8.7 If there is (a) a default under or breach of the Permitted Convertible Notes, the Permitted Convertible Note Indenture or any other Permitted Convertible Notes Document, in each case after expiration of any applicable cure or grace period (and to the extent not waived pursuant to the terms thereof), (b) an "Event of Default" (as defined in the Term Loan Indebtedness Documents), (c) a default in one or more agreements to which a Loan Party, any of its Domestic Subsidiaries or any of its Material Foreign Subsidiaries is a party with one or more third Persons relative to a Loan Party's or any of such Subsidiaries' Indebtedness involving an aggregate amount of $15,000,000 or more, and, in the case of this clause (c), such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by the holders of the related Indebtedness, irrespective of whether exercised, to accelerate the maturity of such Loan Party's or such Subsidiary's obligations, or (d) a default under or breach of any agreements, instruments or documents delivered in connection with any Additional Indebtedness, in each case after expiration of any applicable cure or grace period (and to the extent not waived pursuant to the terms thereof); provided that no such event under the Term Loan Indebtedness Documents (other than a payment default) or any agreements, instruments or documents delivered in connection with any Additional Indebtedness (other than a payment default) shall constitute an Event of Default under this Section 8.7 until the earliest to occur of (x) the date that is thirty (30) days after such event or circumstance (but only if such event or circumstance has not been waived or cured), (y) the acceleration of the Term Loan Indebtedness or such Additional Indebtedness, as applicable, and (z) the exercise of any remedies by (1) the Term Loan Administrative Agent or collateral agent or any lenders holding Term Loan Indebtedness (or Refinancing Indebtedness in respect thereof) in respect of any Collateral or (2) any collateral agent or any lenders holding Additional Indebtedness (or Refinancing Indebtedness in respect thereof) in respect of any Collateral.
(s) The parenthetical set forth in Section 8.10 of the Credit Agreement is hereby amended and restated in its entirety as follows:
(subject to Permitted Liens which are permitted purchase money Liens, interests of a lessor under a Capital Lease, Liens securing the Term Loan Indebtedness on Term Priority Collateral or Liens securing any Additional Indebtedness on Term Priority Collateral)
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(t) The table set forth in the definition of "Base Rate Margin" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:
Level | Monthly Average Excess Availability | Base Rate Margin | ||
I | If the Monthly Average Excess Availability is greater than $60,000,000 | 50 percentage points | ||
II | If the Monthly Average Excess Availability is greater than $30,000,000 and less than or equal to $60,000,000 | 75 percentage points | ||
III | If the Monthly Average Excess Availability is less than or equal to $30,000,000 | 100 percentage points |
(u) The definition of "Change of Control" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:
"Change of Control" means that (a) any "person" or "group" (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40%, or more, of the Stock of Administrative Borrower having the right to vote for the election of members of the Board of Directors, (b) Administrative Borrower fails to own and control, directly or indirectly, 100% of the Stock of each other Loan Party, or (c) any "change in control" or "change of control" or terms or circumstances of similar import occurs under the Term Loan Indebtedness Documents, the Permitted Convertible Notes Documents or any agreements, instruments or documents delivered in connection with any Additional Indebtedness.
(v) The definition of "Continuing Director" contained on Schedule 1.1 to the Credit Agreement is hereby deleted.
(w) The reference to "12.5%" set forth in the definition of "Financial Covenant Trigger Event" contained on Schedule 1.1 to the Credit Agreement is hereby replaced with a reference to "10.0%" in lieu thereof.
(x) The definition of "LIBOR Rate" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:
"LIBOR Rate" means the greater of (a) rate per annum appearing on Bloomberg L.P.'s (the "Service") Page BBAM1/(Official BBA USD Dollar Libor Fixings) (or on any successor or substitute page of such Service, or any successor to or substitute for such Service) 2 Business Days prior to the commencement of the requested Interest Period, for a term and in an amount comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrowers in accordance with the Agreement, which determination shall be conclusive in the absence of manifest or demonstrable error and (b) zero.
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(y) The table set forth in the definition of "LIBOR Rate Margin" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:
Level | Monthly Average Excess Availability | LIBOR Rate Margin | ||
I | If the Monthly Average Excess Availability is greater than $60,000,000 | 150 percentage points | ||
II | If the Monthly Average Excess Availability is greater than $30,000,000 and less than or equal to $60,000,000 | 175 percentage points | ||
III | If the Monthly Average Excess Availability is less than or equal to $30,000,000 | 200 percentage points |
(z) The definition of "Maturity Date" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:
"Maturity Date" shall mean June 4, 2020; provided that if the Permitted Convertible Notes (and any Refinancing Indebtedness in respect thereof) are not converted, redeemed, repurchased or refinanced in full on or before the date that is 121 days prior to the maturity date of the Permitted Convertible Notes pursuant to one or more transactions permitted under this Agreement, such that the maturity date in respect of the Permitted Convertible Notes (and any Refinancing Indebtedness in respect thereof) is not at least 121 days after the Maturity Date, the Maturity Date shall be the date that is 121 days prior to the maturity date of the Permitted Convertible Notes (such date, the "Springing Maturity Date"); provided further, that no Springing Maturity Date shall be deemed to occur if on the Springing Maturity Date and at all times following the Springing Maturity Date until the Permitted Convertible Notes (and any permitted Refinancing Indebtedness in respect thereof, the maturity date of which is not at least 121 days after the Maturity Date) are converted, redeemed, repurchased or refinanced in full, (a) the Borrower maintains Liquidity of not less than $125,000,000 and (b) after giving pro forma effect to such conversion, redemption, repurchase or refinance of the Permitted Convertible Notes, Excess Availability would be at least $25,000,000.
(aa) The reference to "$150,000,000" set forth in the definition of "Maximum Revolver Amount" contained on Schedule 1.1 to the Credit Agreement is hereby replaced with a reference to "$175,000,000" in lieu thereof.
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(bb) The definition of "Obligations" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:
"Obligations" means, without duplication, (a) all loans (including the Advances (inclusive of Protective Advances and Swing Loans)), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to Reimbursement Undertakings or with respect to Letters of Credit (irrespective of whether contingent), premiums, liabilities (including all amounts charged to the Loan Account pursuant to the Agreement), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, covenants, and duties of any kind and description owing by any Loan Party pursuant to or evidenced by the Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that any Borrower is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, (b) all debts, liabilities, or obligations (including reimbursement obligations, irrespective of whether contingent) owing by any Borrower or any other Loan Party to an Underlying Issuer now or hereafter arising from or in respect of Underlying Letters of Credit, and (c) all Bank Product Obligations; provided, that anything to the contrary contained in the foregoing notwithstanding, the Obligations shall not include any Excluded Swap Obligations. Any reference in the Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.
(cc) Clause (c) set forth in the definition of "Permitted Acquisition" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:
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(c) (i) (A) Borrowers have provided Agent with written confirmation, supported by reasonably detailed calculations, that on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to such proposed Acquisition, are factually supportable, and are expected to have a continuing impact, in each case, determined as if the combination had been accomplished at the beginning of the relevant period; such eliminations and inclusions to be mutually and reasonably agreed upon by Borrowers and Agent created by adding the historical combined financial statements of Borrowers (including the combined financial statements of any other Person or assets that were the subject of a prior Permitted Acquisition during the relevant period) to the historical consolidated financial statements of the Person to be acquired (or the historical financial statements related to the assets to be acquired) pursuant to the proposed Acquisition), Borrowers and their Subsidiaries (1) would have been in compliance with the financial covenants in Section 7 of the Agreement for the 4 fiscal quarter period ended immediately prior to the proposed date of consummation of such proposed Acquisition (including, without limitation, Borrowers and their Subsidiaries would have a Fixed Charge Coverage Ratio of not less than 1.1 to 1.0 for such period), and (2) are projected to be in compliance with the financial covenants in Section 7 for the 4 fiscal quarter period ended one year after the proposed date of consummation of such proposed Acquisition (including, without limitation, Borrowers and their Subsidiaries would have a Fixed Charge Coverage Ratio of not less than 1.1 to 1.0 for such period), and (B) Borrowers shall have Excess Availability in an amount equal to or greater than 15% of the Maximum Revolver Amount both immediately prior to, and immediately after giving effect to, the consummation of the proposed Acquisition, or (ii) Borrowers shall have Excess Availability in an amount equal to or greater than 20% of the Maximum Revolver Amount both immediately prior to, and immediately after giving effect to, the consummation of the proposed Acquisition,
(dd) Clause (e) set forth in the definition of "Permitted Acquisition" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:
(e) [Reserved],
(ee) Clause (k) set forth in the definition of "Permitted Acquisition" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:
(k) such Acquisition shall not be prohibited under either the Term Loan Indebtedness Documents or any agreement, instrument or document delivered in connection with any Additional Indebtedness or Agent shall have received evidence that the requisite number of lenders under the Term Loan Indebtedness Documents and such agreements, instruments or documents delivered in connection with any Additional Indebtedness, as applicable, have consented to such Acquisition.
(ff) Clause (r) set forth in the definition of "Permitted Indebtedness" contained in Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:
(r) Term Loan Indebtedness and Additional Indebtedness in an aggregate principal amount not to exceed (i) $375,000,000, less the aggregate amount of Revolver Increases under this Agreement, plus (ii) the amount of obligations in respect of (A) Secured Hedge Obligations and (B) Secured Cash Management Obligations (in the case of each of the foregoing clauses (A) and (B), as defined in the Term Loan Agreement) at any time outstanding, in each case, and any Refinancing Indebtedness in respect of such Indebtedness,
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(gg) The definition of "Permitted Liens" contained in Schedule 1.1 to the Credit Agreement is hereby amended by deleting the word "and" at the end of clause (u) therein, deleting the "." and adding "; and" at the end of clause (v) therein and adding the following new clause (w) at the end of such Section as follows:
(w) Liens on Collateral securing Additional Indebtedness and any Refinancing Indebtedness in respect thereof; provided that any such Liens (i) are subordinated to the Liens on ABL Priority Collateral securing the Obligations on terms consistent with the Intercreditor Agreement or otherwise reasonably acceptable to Agent, (ii) do not encumber any property or assets of the Borrowers or any Subsidiary other than the Collateral and (iii) are subject to the Intercreditor Agreement as "Junior Lien Obligations" or "Other Pari Passu Lien Obligations" (as such terms are defined in the Intercreditor Agreement) or an intercreditor agreement in form and substance reasonably acceptable to Agent.
(hh) Clauses (a) and (b) of the definition of "Refinancing Indebtedness" contained in Schedule 1.1 to the Credit Agreement are hereby amended and restated in their entirety as follows:
(a) except in the case of Term Loan Indebtedness or any Additional Indebtedness and, in each case, any refinancing, replacement, renewal of extension thereof, such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid thereon (including without limitation, in the case of the redemption, conversion or purchase of Permitted Convertible Notes, any amounts required to satisfy in full any payment obligations of the Administrative Borrower in connection therewith) and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto,
(b) except in the case of Term Loan Indebtedness or any Additional Indebtedness and, in each case, any refinancing, replacement, renewal of extension thereof, such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity (measured as of the refinancing, renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lenders
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(ii) The definition of "Refinancing Indebtedness" contained in Schedule 1.1 to the Credit Agreement is hereby amended by deleting the word "and" at the end of clause (e) therein, deleting the "." and adding "; and" at the end of clause (f) therein and adding the following new clause (g) at the end of such definition as follows
(g) in the case of any Additional Indebtedness and any refinancing, replacement, renewal or extension thereof, such refinancings, replacements, renewals or extensions are made in compliance with the terms of the applicable intercreditor agreement.
(jj) The definitions "Additional Indebtedness", "Additional Indebtedness FCCR Condition", "Commodity Exchange Act", "Excluded Swap Obligation", "Liquidity", "Qualified ECP Guarantor" "Springing Maturity Date" and "Swap Obligation" are hereby added to Schedule 1.1 to the Credit Agreement in their appropriate alphabetical as follows:
"Additional Indebtedness" shall mean secured Indebtedness incurred by the Administrative Borrower to prepay, redeem, defease or repurchase all or a portion of the Permitted Convertible Notes and any permitted Refinancing Indebtedness in respect thereof which has a final maturity date at least 121 days after the Maturity Date and is on such other terms and conditions that (x) taken as a whole, are not more restrictive to the Borrowers and each other Loan Party and their Subsidiaries than either (I) the terms and conditions of the Term Loan Indebtedness or (II) customary market terms and conditions for Indebtedness of such type, as determined in the good faith judgment of (1) so long as Borrowers can demonstrate to Agent a projected pro forma Fixed Charge Coverage Ratio for the 12-month period beginning on the first day of the first full calendar month following the date of the incurrence of such Indebtedness of not less than 1.20 : 1.00 (the "Additional Indebtedness FCCR Condition"), Borrowers (it being agreed that (a) the conditions set forth in this clause (x)(1) shall be satisfied by the delivery to Agent of a certificate of the chief financial officer of Administrative Borrower certifying as to such determination and the projected pro forma calculation of the Fixed Charge Coverage Ratio and (b) so long as Borrowers satisfy the Additional Indebtedness FCCR Condition, the requirement that the terms and conditions of such Additional Indebtedness, taken as a whole, are not more restrictive to the Borrowers and each other Loan Party and their Subsidiaries than either (I) the terms and conditions of the Term Loan Indebtedness or (II) customary market terms and conditions for Indebtedness of such type, shall not apply to the economic terms of such Indebtedness such as interest rates and redemption premiums), or (2) in the event that Borrowers cannot satisfy the conditions in clause (x)(1) above, Agent, or (y) are otherwise reasonably satisfactory to Agent; provided that at the time of the incurrence of such Indebtedness, no Default or Event of Default has occurred and is continuing or would result therefrom.
"Additional Indebtedness FCCR Condition" has the meaning specified therefor in the definition of Additional Indebtedness.
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"Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
"Excluded Swap Obligation" means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure the guaranty of, such Swap Obligation is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party's failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.
"Liquidity" shall mean, as of any date, the sum of (a) Qualified Cash on such date (i) not subject to any Liens other than Permitted Liens permitted by clauses (a), (s) and (w) of the definition thereof and (ii) not subject to legal or contractual obligations to be used for a particular purpose plus (b) Availability on such date minus (c) the amount necessary to fully redeem the Permitted Convertible Notes on such date.
"Qualified ECP Guarantor" means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guaranty, keepwell, or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
"Springing Maturity Date" has the meaning specified therefor in the definition of "Maturity Date".
"Swap Obligation" means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a "swap" within the meaning of section 1a(47) of the Commodity Exchange Act.
(kk) Schedule C-1 and Schedules 4.6(a), 4.6(b), 4.6(c), 4.12, 4.13, 4.15, 4.17 and 4.29 to the Credit Agreement are hereby amended and restated in their entirety as attached hereto as Schedule C-1 and Schedules 4.6(a), 4.6(b), 4.6(c), 4.12, 4.13, 4.15, 4.17, and 4.29, respectively.
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4. Amendments to Security Agreement. In reliance upon the representations and warranties of the Loan Parties set forth in Section 9 below, and subject to the satisfaction of the conditions to effectiveness set forth in Section 8 below, the Security Agreement is hereby amended as follows:
(a) The definition of "Secured Obligations" set forth in Section 1(vv) of the Security Agreement as follows:
(vv) "Secured Obligations" means each and all of the following: (a) all of the present and future obligations of each of the Grantors arising from, or owing under or pursuant to, this Agreement, the Credit Agreement, or any of the other Loan Documents (including any Guaranty), (b) all Bank Product Obligations, and (c) all other Obligations of any Borrower (including, in the case of each of clauses (a), (b) and (c), reasonable attorneys' fees and expenses and any interest, fees, or expenses that accrue after the filing of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any Insolvency Proceeding); provided that, anything to the contrary contained in the foregoing notwithstanding, the Secured Obligations of the Guarantors shall exclude any Excluded Swap Obligation.
(b) The reference to "15%" set forth in clause (b) of the definition of "Triggering Event" in Section 1(eee) of the Security Agreement is hereby deleted and replaced with "12.5%" in lieu thereof.
(c) The two references to "15%" set forth in clause (2) of the definition of "Triggering Event Termination Condition" in Section 6(k)(ii) of the Security Agreement are hereby deleted and replaced with "12.5%" in lieu thereof.
5. Amendment to Guaranty Agreement. In reliance upon the representations and warranties of the Loan Parties set forth in Section 9 below, and subject to the satisfaction of the conditions to effectiveness set forth in Section 8 below, the Guaranty Agreement is hereby amended as follows:
(a) The following proviso is added to the end of the definition of "Guarantied Obligations" set forth in Section 1(a) of the Guaranty Agreement:
; provided that, anything to the contrary contained in the foregoing notwithstanding, the Guarantied Obligations shall exclude any Excluded Swap Obligation.
(b) A new Section 27 is hereby added to the Guaranty Agreement in its entirety as follows:
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27. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to guaranty and otherwise honor all Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 27 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 27, or otherwise under the Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 27 shall remain in full force and effect until payment in full of the Guarantied Obligations. Each Qualified ECP Guarantor intends that this Section 27 constitutes and this Section 27 shall be deemed to constitute a "keepwell, support or other agreement" for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
6. Continuing Effect. Except as expressly set forth in Sections 3, 4 and 5 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement, the Security Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement, the Security Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as amended hereby. In furtherance of the foregoing, the parties hereto agree that the increase in the Maximum Revolver Amount set forth in this Amendment shall not constitute a Revolver Increase pursuant to Section 2.2 of the Credit Agreement.
7. Reaffirmation and Confirmation. Each Loan Party hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement, the Security Agreement and the other Loan Documents to which it is a party represent the valid, enforceable and collectible obligations of such Loan Party, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement, the Security Agreement or any other Loan Document. Each Loan Party hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by each Loan Party in all respects.
8. Conditions to Effectiveness. This Amendment shall become effective upon the satisfaction of each of the following conditions precedent:
(a) Agent shall have received a copy of this Amendment executed and delivered by Agent, the Lenders and the Loan Parties (with original copies of this Amendment to follow promptly thereafter), together with each of the additional documents, instruments and agreements listed on the closing checklist attached hereto as Exhibit A;
(b) Borrowers shall have paid to Agent the closing fees set forth in the Amendment Fee Letter of even date herewith; and
(c) no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment.
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9. Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, each Loan Party hereby represents and warrants to Agent and Lenders that:
(a) after giving effect to this Amendment, all representations and warranties contained in the Loan Documents to which such Loan Party is a party are true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such earlier date);
(b) no Default or Event of Default has occurred and is continuing or will exist after this Amendment becomes effective; and
(c) this Amendment and the Loan Documents, as amended hereby, constitute legal, valid and binding obligations of such Loan Party and are enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally.
10. Post-Closing Covenants. Each Borrower agrees, (i) within sixty (60) days of the date hereof (or such later date as Agent may agree in its sole discretion), to deliver to Agent, each in form and substance reasonably satisfactory to Agent (a) original fully executed and notarized recordable amendments to the Mortgages for the Real Property Collateral, (b) if available at commercially reasonable rates, a date down endorsement to Agent's loan policy of title insurance pertaining to each Mortgage for the Real Property Collateral, covering the recording of each amendment described in clause (a) of this Section 10, (c) payment of all fees, costs, title premiums and recording taxes required to be paid in connection with the documents described in clauses (a) and (b) of this Section 10 and (d) fully executed Control Agreements with respect to account numbers (1) 9600144326, 4124386350, 4686802968, 9641481727, 9673451218, 9675451117 and 9675451125 maintained at Wells Fargo, (2) 4522307763, 4522308336, 4522308433, 4522308468, 4522308441 and 4522308344 maintained at RBS Citizens, N.A, (3) 7527225196 maintained at Capital One Bank and (4) 0020665260 maintained at BMO Harris Bank and (ii) within thirty (30) days of the date hereof (or such later date as Agent may agree in its sole discretion), to deliver to Agent, each in form and substance reasonably satisfactory to Agent (a) a lender's loss payable endorsement in favor of Agent on property insurance policy number US00071471PR15A issued by XL Insurance Company Inc., together with a list of the covered real property locations and (b) a notice of cancellation endorsement in favor of Agent on general liability policy number 79963080 issued by Chubb Custom Insurance Company, providing for prior written notice to Agent of the exercise of any right of cancellation of not less than 30 days' (10 days' in the case of non-payment). Notwithstanding any provision of the Credit Agreement or any other Loan Document to the contrary, the parties hereto agree that (i) to the extent that the failure of the Borrowers to deliver any of the items set forth in this Section 10 on the date hereof would otherwise cause any representation, warranty or covenant in the Credit Agreement, this Amendment or any other Loan Document to be in breach, or any Default or Event of Default to exist, the Lenders hereby waive such breach, Default or Event of Default for the period from the date hereof until the first date on which such item is required to be delivered pursuant to this Section 10 and (ii) the failure of the Borrowers to deliver any of the items set forth in this Section 10 within the time period required with respect to such item shall result in an immediate Event of Default under the Credit Agreement.
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11. Miscellaneous.
(a) Expenses. Each Borrower agrees to pay, promptly after demand therefor is made by Agent, all reasonable and documented costs and expenses of Agent (including reasonable attorneys fees) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this Amendment and each of the Credit Agreement and the Security Agreement as amended hereby.
(b) Choice of Law and Venue; Jury Trial Waiver; Reference Provision. Without limiting the applicability of any other provision of the Credit Agreement, the Security Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Credit Agreement are expressly incorporated herein by reference.
(c) Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment.
12. Release.
(a) In consideration of the agreements of Agent, Lenders and Exiting Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent, Exiting Lenders and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender, each Exiting Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, both at law and in equity, which Loan Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.
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(b) Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.
BORROWERS: | ||
WABASH NATIONAL CORPORATION, | ||
a Delaware corporation | ||
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Senior Vice President & Chief Financial Officer |
WABASH NATIONAL, L.P., | ||
a Delaware limited partnership | ||
By: | Wabash National Trailer Centers, Inc., | |
Its General Partner |
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer |
WABASH WOOD PRODUCTS, INC. (f/k/a WNC Cloud Merger Sub, Inc.), an Arkansas corporation | ||
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer & Vice President |
TRANSCRAFT CORPORATION, | ||
a Delaware corporation | ||
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer & Vice President |
Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,
First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement
WABASH NATIONAL TRAILER CENTERS, INC., a Delaware corporation | ||
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer |
WALKER GROUP HOLDINGS LLC, | |||
a Texas limited liability company | |||
By: | Wabash National, L.P., | ||
Its Sole Member | |||
By: | Wabash National Trailer Centers, Inc., | ||
Its General Partner |
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer |
BULK SOLUTIONS LLC, a Texas limited liability company | ||||
By: | Walker Group Holdings LLC, | |||
Its Sole Member | ||||
By: | Wabash National, L.P., | |||
Its Sole Member | ||||
By: | Wabash National Trailer Centers, Inc., | |||
Its General Partner |
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer |
Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,
First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement
GARSITE/PROGRESS LLC, a Texas limited liability company | ||||
By: | Walker Group Holdings LLC, | |||
Its Sole Member | ||||
By: | Wabash National, L.P., | |||
Its Sole Member | ||||
By: | Wabash National Trailer Centers, Inc., | |||
Its General Partner |
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer |
WALKER STAINLESS EQUIPMENT COMPANY LLC, a Delaware limited liability company | ||||
By: | Walker Group Holdings LLC, | |||
Its Sole Member | ||||
By: | Wabash National, L.P., | |||
Its Sole Member | ||||
By: | Wabash National Trailer Centers, Inc., | |||
Its General Partner |
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer |
Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,
First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement
BRENNER TANK LLC, a Wisconsin limited liability company | ||||
By: | Walker Group Holdings LLC, | |||
Its Sole Member | ||||
By: | Wabash National, L.P., | |||
Its Sole Member | ||||
By: | Wabash National Trailer Centers, Inc., | |||
Its General Partner |
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer |
BRENNER TANK SERVICES LLC, a Wisconsin limited liability company | ||||
By: | Brenner Tank LLC, | |||
Its Sole Member | ||||
By: | Walker Group Holdings LLC, | |||
Its Sole Member | ||||
By: | Wabash National, L.P., | |||
Its Sole Member | ||||
By: | Wabash National Trailer Centers, Inc., | |||
Its General Partner |
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer |
Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,
First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement
GUARANTORS: | ||
CLOUD OAK FLOORING COMPANY, INC. | ||
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer & Vice President |
NATIONAL TRAILER FUNDING, L.L.C. | ||
By: | Wabash National Trailer Centers, Inc., | |
Its Sole Member |
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer |
WABASH NATIONAL MANUFACTURING, L.P. (f/k/a Wabash National Lease Receivables, LP) | ||
By: | Wabash National Corporation, | |
Its General Partner |
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Senior Vice President & Chief Financial Officer |
CONTINENTAL TRANSIT CORPORATION | ||
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer |
Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,
First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement
WABASH NATIONAL SERVICES, L.P. | ||
By: | Wabash National Trailer Centers, Inc., | |
Its General Partner |
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer |
FTSI DISTRIBUTION COMPANY, L.P. | ||
By: | Wabash National Trailer Centers, Inc., | |
Its General Partner |
By: | /s/ Jeffery L. Taylor | |
Name: Jeffery L. Taylor | ||
Title: Treasurer |
Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,
First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement
AGENT: | ||
WELLS FARGO CAPITAL FINANCE, LLC | ||
By: | /s/ Dan Laven | |
Title: V.P. |
Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,
First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement
LENDERS: | ||
WELLS FARGO CAPITAL FINANCE, LLC | ||
By: | /s/ Dan Laven | |
Title: V.P. |
Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,
First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement
CITIZENS BUSINESS CAPITAL, a division of Citizens Asset Finance, Inc., as a Lender | ||
By: | /s/ Kimberly A. Crotty | |
Title: SVP |
Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,
First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement
BMO HARRIS BANK N.A., as a Lender | ||
By: | /s/ Quinn Heiden | |
Title: Director |
Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,
First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement
PNC BANK, NATIONAL ASSOCIATION, as "New Lender" and as a Lender | ||
By: | /s/ Josh D. Stehlin | |
Title: Senior Vice President |
Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,
First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement
Agreed and acknowledged solely for purposes of Section 2(b) and Section 12: | ||
CAPITAL ONE LEVERAGE FINANCE CORPORATION, as an Exiting Lender | ||
By: | /s/ Eustachio Bruno | |
Title: Director |
Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,
First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement
Agreed and acknowledged solely for purposes of Section 2(b) and Section 12: | ||
GENERAL ELECTRIC CAPITAL CORPORATION, as an Exiting Lender | ||
By: | /s/ Thomas Sullivan | |
Title: Duly Authorized Signatory |
Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,
First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement
Agreed and acknowledged solely for purposes of Section 2(b) and Section 12: | ||
GE CAPITAL FINANCIAL INC., as an Exiting Lender | ||
By: | /s/ Woodrow Broaders Jr. | |
Name: Woordrow Broaders Jr. |
Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,
First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement
Schedule C-1
Commitments
Lender | Revolver Commitment | Total Commitment | ||||||
Wells Fargo Capital Finance, LLC | $ | 66,000,000 | $ | 66,000,000 | ||||
Citizens Business Capital, a division of Citizens Asset Finance, Inc. | $ | 58,000,000 | $ | 58,000,000 | ||||
BMO Harris Bank N.A. | $ | 29,000,000 | $ | 29,000,000 | ||||
PNC Bank, National Association | $ | 22,000,000 | $ | 22,000,000 | ||||
All Lenders | $ | 175,000,000 | $ | 175,000,000 |
Schedule 4.6(a)
States of Organization
Name | Jurisdiction of Organization | ||
Wabash National Corporation | DE | ||
Wabash National, L.P. | DE | ||
Wabash Wood Products, Inc. | AR | ||
Transcraft Corporation | DE | ||
Wabash National Trailer Centers, Inc. | DE | ||
Cloud Oak Flooring Company, Inc. | AR | ||
Wabash National Manufacturing, L.P. | DE | ||
Wabash National Services, L.P. | DE | ||
FTSI Distribution Company, L.P. | DE | ||
National Trailer Funding, L.L.C. | DE | ||
Continental Transit Corporation | IN | ||
Walker Group Holdings LLC | TX | ||
Brenner Tank LLC | WI | ||
Brenner Tank Services LLC | WI | ||
Garsite/Progress LLC | TX | ||
Walker Stainless Equipment Company LLC | DE | ||
Bulk Solutions LLC | TX | ||
Wabash International Holdings, Inc. | DE | ||
WNC Receivables Management Corp. | DE | ||
WNC Receivables, LLC | DE | ||
Wabash Financing LLC | DE | ||
Wabash UK Holdings Limited | United Kingdom |
Extract Technology Limited | United Kingdom | |
Extract Technology Pte. Ltd. | Singapore | |
Bulk Services, S. de R.L. de C.V. | Mexico | |
Bulk Tank International, S. de R.L. de C.V. | Mexico | |
Bulk Systems Mexico, S. de R.L. de C.V | Mexico |
Schedule 4.6(b)
Chief Executive Offices
Entity | Address of Chief Executive Office | |
Wabash National Corporation Wabash National Trailer Centers, Inc. Wabash National, L.P. Wabash National Services, L.P. Continental Transit Corporation FTSI Distribution Company, L.P. Wabash National Manufacturing, L.P. National Trailer Funding, L.L.C. Wabash International Holdings, Inc. WNC Receivables Management Corp. WNC Receivables, LLC Wabash Financing LLC |
P.O. Box 6129 Lafayette, Indiana 47903
1000 Sagamore Parkway South Lafayette, Indiana 47905 | |
Wabash Wood Products, Inc. |
P.O. Box 597, 339 Industrial Park Rd. Harrison, Arkansas 72601 | |
Transcraft Corporation |
489 International Drive Cadiz, Kentucky 42211 | |
Cloud Oak Flooring Company, Inc. |
P.O. Box 540, 606 East Center Street Sheridan, Arkansas 72150 | |
Walker Group Holdings LLC Garsite/Progress LLC Walker Stainless Equipment Company LLC |
625 W. State Street New Lisbon, WI 53950 | |
Brenner Tank LLC Brenner Tank Services LLC |
450 Arlington Avenue, P.O. Box 670 Fond du Lac, WI 54935 | |
Bulk Solutions LLC Bulk Services, S. de R.L. de C.V. Bulk Tank International, S. de R.L. de C.V. Bulk Systems Mexico, S. de R.L. de C.V |
Carretera QRO-SLP km. 58 Parque Industrial Opcion San Jose Iturbide GTO 37890 | |
Extract Technology Limited Extract Technology Pte Ltd. Wabash UK Holdings Limited |
Bradley Junction Industrial Estate Leeds Road, HD2 1UR Huddersfield, West Yorkshire, UK |
Schedule 4.6(c)
Organizational Identification Numbers
Entity | Organizational I.D. Number |
Tax I.D. Number | ||
Wabash National Corporation | 2273455 | 52-1375208 | ||
Wabash National, L.P. | 3067889 | 35-2080779 | ||
Wabash Wood Products, Inc. | AR100160973 | 71-0812121 | ||
Transcraft Corporation | 3014313 | 13-4067585 | ||
Wabash National Trailer Centers, Inc. | 2735206 | 35-2012484 | ||
Cloud Oak Flooring Company, Inc. | AR100108157 | 71-0747690 | ||
Wabash National Manufacturing, L.P. | 3277493 | 43-1900264 | ||
Wabash National Services, L.P. | 3066179 | 35-2080781 | ||
FTSI Distribution Company, L.P. | 3132296 | 35-2091340 | ||
National Trailer Funding, L.L.C. | 3107585 | 36-4324443 | ||
Continental Transit Corporation | 198508-844 | 35-1652755 | ||
Wabash International Holdings, Inc. | 5139932 | 45-5205800 | ||
Walker Group Holdings LLC | 800701712 | 37-1528973 | ||
Brenner Tank LLC | B045510 | 39-2034630 | ||
Brenner Tank Services LLC | B045781 | 39-2036936 | ||
Garsite/Progress LLC | 800774304 | 75-3231169 | ||
Walker Stainless Equipment Company LLC | 2544919 | 41-2216106 | ||
Bulk Solutions LLC | 801023526 | 80-0256391 | ||
WNC Receivables Management Corp. | 3508223 | 47-0858177 | ||
WNC Receivables, LLC | 3508224 | 47-0858184 | ||
Wabash Financing LLC | 3436042 | 35-2150809 |
Schedule 4.12
Environmental Matters
New Lisbon, WI. Residual volatile organic compound (“VOC”) contamination is present onsite and offsite from a historical release of chlorinated solvents onsite that received closure in 2005. There is no indication that vapor intrusion surveys were conducted as part of closure activities. The state could require vapor intrusion surveys in the future or the Company could incur tort liability associated with vapor intrusion. ERM Consulting and Engineering Inc. (“ERM”) estimated costs for the Most Likely Case (MLC)1 at $400,000 and the Reasonable Worst Case (RWC)2 at $800,000 for these issues over a period of 2-5 years.
Guanajuato, Mexico. From 2000 to early 2012, the site disposed of hazardous wastes as non-hazardous waste. ERM estimated costs for the MLC at $125,000 and the RWC at $750,000 to address these issues over a period of 1-5 years.
Fond du Lac, WI. Areas of concern at the site include floor drains in manufacturing areas, hazardous materials and petroleum storage, former machine pits, spray paint booth, sand blasting area, and a former railroad. In 1986 the site was impacted by a petroleum release from an adjacent gas station. It is not known if this release has received closure. A former gas station located onsite received closure in 1996 but it is unclear if all tanks were removed. ERM estimated costs for the MLC at $250,000 and the RWC at $1,000,000 to address these issues over a period of 5-10 years.
Kansas City, KS. Areas of concern include tank testing operations, onsite disposal of sandblast material, a paint shop floor drain that discharged to the storm water system, management of test stand and test pad effluent, industrial discharges from the maintenance shop to a septic tank, floor drains in the main production building, abandoned USTs, and a 2008 fire that destroyed the tank testing building. A 1999 investigation of the tank testing area identified petroleum contamination in soil above applicable standards and a 2008 investigation found petroleum, VOCs, and semi-VOCs in soil above current residential and in some instances non-residential standards. ERM estimated costs for the MLC at $100,000 and the RWC at $500,000 to address these issues over a period of 5-10 years.
Former Facility, 610 & 636 Adams St. and 15 Kansas Ave., Kansas City, KS. A 1995 investigation identified soil and groundwater impacts, including arsenic, petroleum hydrocarbons, a phthalate, metals, and low concentrations of chlorinated solvents. ERM estimated costs for the MLC at $250,000 and for the RWC at $500,000 over a period of five to ten years.
1 The MLC represents an optimal scenario and assumes that no regulatory triggers for further assessment or remediation exist unless specifically stated. Typically, the MLC scenario covers costs that will likely be expended to investigate an issue, and assumes that costly additional issues will not arise from the investigation. The MLC does not take into account mitigating factors such as legal indemnities or third-party responsibility. In addition, ERM did not include fines, penalties or expenses associated with legal claims in its cost estimates.
2 The RWC represents a reasonably foreseeable worst case scenario for known and potential issues, based on currently available information. This scenario assumes that additional costs over and above the MLC costs would be expended to address issues and also makes assumptions regarding reasonably foreseeable actions that may be required to address known or suspected environmental issues. The RWC does not, however, consider an absolute worst case scenario, which could be up to an order of magnitude higher than the RWC for any given issue or at any given site. It should be noted that the RWC does not take into account mitigating factors such as legal indemnities or third-party responsibility. In addition, ERM did not include fines, penalties or expenses associated with legal claims in its cost estimates.
Environmental Liens
New Lisbon, Wisconsin
This property has residual VOC soil and groundwater contamination, which required registration of the residual groundwater plume and a deed restriction. The deed restriction requires maintenance and yearly inspection of impervious surfaces where contamination is documented. Future earthmoving activities in the area of contamination require screening of soil for contamination and precautions to protect workers from direct exposure to contamination.
Fond du Lac, Wisconsin
The Fond du Lac, Wisconsin site is subject to a groundwater use restriction that was instituted as part of remediation of a solvent release at the adjacent former RB Royal site. The RB Royal site received closure from WDNR in 2003. The Fond du Lac site receives its water supply from the City of Fond du Lac.
Mauston, Wisconsin
In 2001, metals and petroleum were identified in soil near the onsite septic field. The site was entered into the Wisconsin Environmental Repair Program (WI ERP) and in 2002 the WDNR issued a closure letter with a deed restriction of proper management of impacted material if excavated.
Schedule 4.13
Intellectual Property
Below is a listing of all material trademarks, trade names, copyrights, patents, and licenses as to which any Borrower or one of its Subsidiaries is the owner or is an exclusive licensee.
Trademark Registrations/Applications
Trademark Name | Owner Name | Country | Status | Application Number |
Registration Number | |||||
BRENNER | Brenner Tank LLC | Mexico | Registered | 455536 | 697446 | |||||
BRENNER | Brenner Tank LLC | United States of America | Registered | 76-051989 | 2584454 | |||||
BRENNER | Brenner Tank LLC | Canada | Registered | 1074987 | 602042 | |||||
BRENNER | Brenner Tank LLC | United States of America | Registered | 77-514373 | 3575671 | |||||
SHAKERTANK | Brenner Tank LLC | United States of America | Registered | 78-910314 | 3478227 | |||||
TST | Garsite/Progress LLC | United States of America | Registered | 76-019328 | 2437131 | |||||
TST OVER 100 YEARS OF EXPERIENCE SERVICING YOU & Design | Garsite/Progress LLC | United States of America | Registered | 76-019709 | 2444400 |
Trademark Name | Owner Name | Country | Status | Application Number |
Registration Number | |||||
524 | Transcraft Corporation | United States of America | Registered | 77-548148 | 3594651 | |||||
724 | Transcraft Corporation | United States of America | Registered | 77-548149 | 3594652 | |||||
B Design | Transcraft Corporation | United States of America | Registered | 77-547031 | 3716481 | |||||
BENSON | Transcraft Corporation | United States of America | Registered | 77-547110 | 3638140 | |||||
BENSON | Transcraft Corporation | Mexico | Registered | 989193 | 1113433 | |||||
BENSON | Transcraft Corporation | Mexico | Registered | 989193 | 1113433 | |||||
BENSON | Transcraft Corporation | Canada | Registered | 1427425 | 786550 | |||||
DESIGN | Transcraft Corporation | United States of America | Registered | 74-652884 | 2022972 | |||||
DESIGN | Transcraft Corporation | Mexico | Registered | 989191 | 1136500 | |||||
DESIGN | Transcraft Corporation | Mexico | Registered | 989191 | 1136500 | |||||
DESIGN | Transcraft Corporation | Canada | Registered | 1427426 | 772825 |
Trademark Name | Owner Name | Country | Status | Application Number |
Registration Number | |||||
IWT | Transcraft Corporation | United States of America | Registered | 77-548145 | 3594650 | |||||
MOAT | Transcraft Corporation | United States of America | Registered | 77-548157 | 3594654 | |||||
SUPER-BEAM | Transcraft Corporation | United States of America | Registered | 74-381525 | 1812055 | |||||
SUPER-BEAM | Transcraft Corporation | Mexico | Registered | 179272 | 448174 | |||||
SUPER-BEAM | Transcraft Corporation | Canada | Registered | n/a | 440538 | |||||
TRANSCRAFT | Transcraft Corporation | Canada | Registered | 699152 | 411881 | |||||
TRANSCRAFT | Transcraft Corporation | Mexico | Registered | 179271 | 464131 | |||||
TRANSCRAFT | Transcraft Corporation | United States of America | Registered | 75-623607 | 2319011 | |||||
TRANSCRAFT | Transcraft Corporation | United States of America | Registered | 76-386313 | 2677629 | |||||
TRANSCRAFT D-EAGLE | Transcraft Corporation | United States of America | Registered | 76-341486 | 2651789 | |||||
TRANSCRAFT EAGLE | Transcraft Corporation | United States of America | Registered | 74-133824 | 1692844 |
Trademark Name | Owner Name | Country | Status | Application Number |
Registration Number | |||||
TRANSCRAFT EAGLE | Transcraft Corporation | Canada | Registered | n/a | 418885 | |||||
TRANSCRAFT EAGLE | Transcraft Corporation | Mexico | Registered | 180739 | 449105 | |||||
TRANSCRAFT EAGLE II | Transcraft Corporation | United States of America | Registered | 76-341481 | 2639285 | |||||
AeroFin | Wabash National, L.P. | United States of America | Filed | 86-539590 | n/a | |||||
AeroFin | Wabash National, L.P. | Canada | Filed | 1716787 | n/a | |||||
Aeroskirt CX | Wabash National, L.P. | United States of America | Filed | 86-559251 | n/a | |||||
Aeroskirt CX | Wabash National, L.P. | Canada | Filed | 1718774 | n/a | |||||
AEROTANK | Wabash National, L.P. | Canada | Registered | 1434153 | 862706 | |||||
AEROTANK | Wabash National, L.P. | United States of America | Registered | 77-598016 | 3729678 | |||||
ARCTIC LITE | Wabash National, L.P. | United States of America | Registered | 76-408325 | 2744682 | |||||
ARCTICLITE | Wabash National, L.P. | Australia | Registered | 1443764 | 1443764 | |||||
BEALL | Wabash National, L.P. | United States of America | Registered | 77-783118 | 1623529 |
Trademark Name | Owner Name | Country | Status | Application Number |
Registration Number | |||||
BEALL | Wabash National, L.P. | Canada | Registered | 0743805 | 569077 | |||||
BEALL | Wabash National, L.P. | Mexico | Registered | 709477 | 919564 | |||||
BEALL and Design | Wabash National, L.P. | Canada | Registered | 0743786 | 448847 | |||||
BEALL and Design | Wabash National, L.P. | United States of America | Registered | 74-521646 | 1958326 | |||||
BEALL and Design | Wabash National, L.P. | Mexico | Registered | 709478 | 919565 | |||||
COUPLERMATE | Wabash National, L.P. | United States of America | Registered | 73-769697 | 1547270 | |||||
DURAPLATE | Wabash National, L.P. | United States of America | Registered | 75-113440 | 2177280 | |||||
DURAPLATE | Wabash National, L.P. | United States of America | Registered | 76-017487 | 2553821 | |||||
DURAPLATE | Wabash National, L.P. | Mexico | Registered | 651702 | 839457 | |||||
DURAPLATE | Wabash National, L.P. | United States of America | Registered | 76-577873 | 3010104 | |||||
DURAPLATE | Wabash National, L.P. | Mexico | Registered | 651703 | 910358 | |||||
DURAPLATE | Wabash National, L.P. | Canada | Registered | 1213297 | 677550 |
Trademark Name | Owner Name | Country | Status | Application Number |
Registration Number | |||||
DURAPLATE | Wabash National, L.P. | Australia | Registered | 1443763 | 1443763 | |||||
DURAPLATE | Wabash National, L.P. | European Community | Registered | 10256451 | 10256451 | |||||
DURAPLATE AEROSKIRT | Wabash National, L.P. | United States of America | Registered | 77-685287 | 3785939 | |||||
DURAPLATE AEROSKIRT | Wabash National, L.P. | Mexico | Registered | 1024934 | 1171480 | |||||
DURAPLATE AEROSKIRT | Wabash National, L.P. | Mexico | Registered | 1024934 | 1171480 | |||||
DURAPLATE AEROSKIRT | Wabash National, L.P. | Canada | Registered | 1447133 | 794030 | |||||
DURAPLATE AEROSKIRT CX | Wabash National, L.P. | United States of America | Filed | 86539629 | n/a | |||||
DURAPLATE HD | Wabash National, L.P. | Mexico | Registered | 749392 | 920312 | |||||
DURAPLATE HD | Wabash National, L.P. | Mexico | Registered | 749392 | 920312 | |||||
DURAPLATE HD | Wabash National, L.P. | United States of America | Registered | 78-704457 | 3141656 | |||||
DURAPLATE HD | Wabash National, L.P. | Canada | Registered | 1278835 | 695747 | |||||
DURAPLATE XD-35 | Wabash National, L.P. | Mexico | Registered | 1209772 | 1338590 | |||||
DURAPLATE XD-35 | Wabash National, L.P. | United States of America | Registered | 85-413845 | 4365299 |
Trademark Name | Owner Name | Country | Status | Application Number |
Registration Number | |||||
DURAPLATE XD-35 | Wabash National, L.P. | Canada | Registered | 1542374 | 888280 | |||||
EZ SERIES | Wabash National, L.P. | Mexico | Registered | 937393 | 1133164 | |||||
EZ SERIES | Wabash National, L.P. | Mexico | Registered | 937393 | 1133164 | |||||
EZ-7 | Wabash National, L.P. | United States of America | Registered | 76-264095 | 2792086 | |||||
EZ-ADJUST | Wabash National, L.P. | United States of America | Registered | 85-891626 | 4573306 | |||||
LOCK-RITE | Wabash National, L.P. | United States of America | Registered | 86-179579 | 4736306 | |||||
LOCK-RITE | Wabash National, L.P. | Canada | Published | 1687402 | n/a | |||||
MAXCLEARANCE | Wabash National, L.P. | United States of America | Registered | 85-891624 | 4561175 | |||||
MAXCLEARANCE | Wabash National, L.P. | Canada | Published | 1620800 | n/a | |||||
OUR INNOVATION MOVES THE WORLD | Wabash National, L.P. | United States of America | Registered | 77-223601 | 3372759 | |||||
ROADRAILER | Wabash National, L.P. | United States of America | Registered | 72-118413 | 0742259 |
Trademark Name | Owner Name | Country | Status | Application Number |
Registration Number | |||||
ROADRAILER | Wabash National, L.P. | China (People's Republic) | Registered | 88-1304 | 332247 | |||||
ROADRAILER | Wabash National, L.P. | Canada | Registered | 597349 | 353129 | |||||
ROADRAILER | Wabash National, L.P. | Mexico | Registered | 60584 | 365646 | |||||
ROADRAILER | Wabash National, L.P. | Japan | Registered | 050412 | 2439493 | |||||
ROADRAILER | Wabash National, L.P. | Japan | Registered | 2007-117772 | 5210481 | |||||
ROADRAILER | Wabash National, L.P. | South Africa | Registered | 2007-27213 | 2007-27213 | |||||
ROADRAILER and Design | Wabash National, L.P. | United States of America | Registered | 73-754590 | 1539255 | |||||
SOLARGUARD | Wabash National, L.P. | United States of America | Registered | 75048815 | 2181015 | |||||
SOLARGUARD and Design | Wabash National, L.P. | United States of America | Registered | 77-186101 | 3372463 | |||||
TRANS-LINER | Wabash National, L.P. | United States of America | Registered | 75-352935 | 2266201 | |||||
TRUST LOCK | Wabash National, L.P. | United States of America | Registered | 76-361840 | 2940427 |
Trademark Name | Owner Name | Country | Status | Application Number |
Registration Number | |||||
TRUST LOCK PLUS | Wabash National, L.P. | United States of America | Registered | 77-344736 | 3677245 | |||||
TRUST LOCK PLUS | Wabash National, L.P. | Canada | Registered | 1380407 | 778423 | |||||
Ventix DRS | Wabash National, L.P. | United States of America | Filed | 86-539603 | n/a | |||||
Ventix DRS | Wabash National, L.P. | Canada | Filed | 1716788 | n/a | |||||
WABASH | Wabash National, L.P. | United States of America | Registered | 76-262685 | 2624209 | |||||
WABASH | Wabash National, L.P. | European Community | Registered | 002241511 | 002241511 | |||||
WABASH | Wabash National, L.P. | China (People's Republic) | Registered | 6601678 | 6601678 | |||||
WABASH | Wabash National, L.P. | Australia | Registered | 1443761 | 1443761 | |||||
WABASH | Wabash National, L.P. | Mexico | Registered | 1549263 | 1526453 | |||||
WABASH | Wabash National, L.P. | Mexico | Registered | 1549263 | 1526453 | |||||
WABASH | Wabash National, L.P. | Mexico | Filed | 1549261 | n/a | |||||
WABASH | Wabash National, L.P. | Mexico | Filed | 1549262 | n/a |
Trademark Name | Owner Name | Country | Status | Application Number |
Registration Number | |||||
WABASH NATIONAL | Wabash National, L.P. | United States of America | Registered | 73-588293 | 1414152 | |||||
WABASH NATIONAL | Wabash National, L.P. | United States of America | Registered | 76-620527 | 3043990 | |||||
WABASH NATIONAL | Wabash National, L.P. | Canada | Registered | 1236244 | 770401 | |||||
WABASH NATIONAL | Wabash National, L.P. | Australia | Registered | 1443768 | 1443768 | |||||
WABASH NATIONAL and Design | Wabash National, L.P. | United States of America | Registered | 74-510431 | 1921853 |
Patent Registrations
Patent Registration No. | Country | Name | Owner | |||
2265405 | Canada | Composite Joint Configuration | Wabash National, L.P. | |||
2551863 | Canada | Composite Joint Configuration | Wabash National, L.P. | |||
2531934 | Canada | Composite Joint Configuration | Wabash National, L.P. | |||
2264311 | Canada | Composite Joint Configuration | Wabash National, L.P. | |||
266534 | Mexico | Composite Joint Configuration | Wabash National, L.P. | |||
5860693 | United States | Composite Joint Configuration | Wabash National, L.P. | |||
6220651 | United States | Composite Joint Configuration | Wabash National, L.P. | |||
6412854 | United States | Composite Joint Configuration | Wabash National, L.P. | |||
7069702 | United States | Composite Joint Configuration | Wabash National, L.P. | |||
6986546 | United States | Composite Joint Configuration | Wabash National, L.P. | |||
5876089 | United States | Trailer with Horizontal Logistics Splice and Vertical Dummy Splice Members | Wabash National, L.P. | |||
2306109 | Canada | Coining Offset into Edge of Composite Plate Members for Forming Trailer Doors and Walls | Wabash National, L.P. | |||
221977 | Mexico | Coining Offset into Edge of Composite Plate Members for Forming Trailer Doors and Walls | Wabash National, L.P. | |||
5938274 | United States | Coining Offset into Edge of Composite Plate Members for Forming Trailer Doors and Walls | Wabash National, L.P. | |||
5997076 | United States | Logistics at Composite Panel Vertical Joints | Wabash National, L.P. | |||
280804 | Mexico | Interlocking Joint for a Wall or Door of a Trailer | Wabash National, L.P. |
7500713 | United States | Interlocking Joint for a Wall or Door of a Trailer | Wabash National, L.P. | |||
7862103 | United States | Interlocking Joint for a Wall or Door of a Trailer | Wabash National, L.P. | |||
7588286 | United States | Logistics Panel for Use in a Sidewall of a Trailer | Wabash National, L.P. | |||
7762618 | United States | Logistics Panel for Use in a Sidewall of a Trailer | Wabash National, L.P. | |||
7931328 | United States | Logistics Panel for Use in a Sidewall of a Trailer | Wabash National, L.P. | |||
7677642 | United States | Butt Joint for Trailer Side Wall | Wabash National, L.P. | |||
275443 | Mexico | Integrated Rear Impact Guard and Pintle Hook Assembly | Wabash National, L.P. | |||
7527309 | United States | Integrated Rear Impact Guard and Pintle Hook Assembly | Wabash National, L.P. | |||
MXa2015003263 (pending) | Mexico | Rear Impact Guard | Wabash National, L.P. | |||
14/645095 (pending) | United States | Rear Impact Guard | Wabash National, L.P. | |||
62/039546 (pending) | United States | Rear Impact Guard | Wabash National, L.P. | |||
62/031412 (pending) | United States | Mud Flap Assembly | Wabash National, L.P. | |||
14/470461 (pending) | United States | Insert For Logistics Slot in Logistics Strip Assembly | Wabash National, L.P. | |||
2881657 (pending) | Canada | Galvanized Upper Coupler Assembly | Wabash National, L.P. | |||
MXa2015001944 (pending) | Mexico | Galvanized Upper Coupler Assembly | Wabash National, L.P. | |||
14/620517 (pending) | United States | Galvanized Upper Coupler Assembly | Wabash National, L.P. | |||
62/096081 (pending) | United States | Base Rail Of A Trailer Having A Bumper Guard | Wabash National, L.P. | |||
62/061419 (pending) | United States | Door Lock Auxiliary Seal/Locking | Wabash National, L.P. | |||
62/097308 (pending) | United States | Upper Coupler Assembly | Wabash National, L.P. |
62/034465 (pending) | United States | Logistics Post | Wabash National, L.P. | |||
62/119460 (pending) | United States | Composite Refrigerated Truck Body and Method of Making Same | Wabash National, L.P. | |||
277226 | Mexico | Composite Panel for a Trailer Wall | Wabash National, L.P. | |||
7722112 | United States | Composite Panel for a Trailer Wall | Wabash National, L.P. | |||
2748616 (pending) | Canada | Composite Panel Having Perforated Foam Core | Wabash National, L.P. | |||
MXa2011008411 (pending) | Mexico | Composite Panel Having Perforated Foam Core | Wabash National, L.P. | |||
14/454097 (pending) | United States | Composite Panel Having Perforated Foam Core and Method of Making Same | Wabash National, L.P. | |||
129512 | Canada | Skylight | Wabash National, L.P. | |||
7878574 | United States | Vehicle Skylight and Method for Installing Same | Wabash National, L.P. | |||
D619505 | United States | Skylight | Wabash National, L.P. | |||
124995 | Canada | Hold Down Device | Wabash National, L.P. | |||
D573874 | United States | Hold Down Device | Wabash National, L.P. | |||
235246 | Mexico | Composite Joint Configuration | Wabash National, L.P. | |||
327462 | Mexico | Composite Joint Configuration | Wabash National, L.P. | |||
6199939 | United States | Composite Joint Configuration | Wabash National, L.P. | |||
2361169 | Canada | Door Lock for a Semi-Trailer | Wabash National, L.P. | |||
249171 | Mexico | Door Lock for a Semi-Trailer | Wabash National, L.P. | |||
6886870 | United States | Door Lock for a Semi-Trailer | Wabash National, L.P. | |||
2363379 | Canada | Method of Attaching a Logistics Rail to a Trailer Side Wall | Wabash National, L.P. |
230209 | Mexico | Method of Attaching a Logistics Rail to a Trailer Side Wall | Wabash National, L.P. | |||
6662424 | United States | Method of Attaching a Logistics Rail to a Trailer Side Wall | Wabash National, L.P. | |||
2355755 | Canada | Seven-Way Trailer Connector | Wabash National, L.P. | |||
229853 | Mexico | Seven-Way Trailer Connector | Wabash National, L.P. | |||
6450833 | United States | Seven-Way Trailer Connector | Wabash National, L.P. | |||
222456 | Mexico | Brake Lamp Illumination on a Trailer by Sensing Wheel Speed Deceleration | Wabash National, L.P. | |||
6870473 | United States | Corner-Post Mounted, Status Light Display for a Semi-Trailer | Wabash National, L.P. | |||
6824341 | United States | Integrated Anchoring System and Composite Plate for a Trailer Side Wall Joint | Wabash National, L.P. | |||
7134820 | United States | Integrated Anchoring System and Composite Plate for a Trailer Side Wall Joint | Wabash National, L.P. | |||
2074987 | Canada | Plate Wall Trailer | Wabash National, L.P. | |||
2456467 | Canada | Sidewall of a Semi-Trailer Having a High Baserail | Wabash National, L.P. | |||
244493 | Mexico | Sidewall of a Semi-Trailer Having a High Baserail | Wabash National, L.P. | |||
7114762 | United States | Sidewall of a Semi-Trailer Having a High Baserail | Wabash National, L.P. | |||
2578627 | Canada | Interlocking Joint for a Wall or Door of a Trailer | Wabash National, L.P. | |||
2599678 | Canada | Logistics Panel for Use in a Sidewall of a Trailer and Method of Forming Same | Wabash National, L.P. | |||
325002 | Canada | Logistics Panel for Use in a Sidewall of a Trailer and Method of Forming Same | Wabash National, L.P. | |||
299150 | Mexico | Method of Forming a Logistics Panel for Use in a Sidewall of a Trailer | Wabash National, L.P. | |||
2617996 (pending) | Canada | Butt Joint for Trailer Side Wall | Wabash National, L.P. | |||
2714890 (pending) | Canada | Butt Joint for Trailer Side Wall | Wabash National, L.P. |
2884037 (pending) | Canada | Butt Joint for Trailer Side Wall | Wabash National, L.P. | |||
295039 | Mexico | Butt Joint for Trailer Side Wall | Wabash National, L.P. | |||
320033 | Mexico | Butt Joint for Trailer Side Wall | Wabash National, L.P. | |||
MXa2012000869 (pending) | Mexico | Butt Joint for Trailer Side Wall | Wabash National, L.P. | |||
2601396 | Canada | Trailer Rear Door Frame with Angled Rear Sill | Wabash National, L.P. | |||
308760 | Mexico | Trailer Rear Door Frame with Angled Rear Sill | Wabash National, L.P. | |||
2574568 | Canada | Integrated Rear Impact Guard and Pintle Hook Assembly | Wabash National, L.P. | |||
2604282 | Canada | Composite Panel for a Trailer Wall | Wabash National, L.P. | |||
2706474 | Canada | Vehicle Skylight and Method for Installing Same | Wabash National, L.P. | |||
305710 | Mexico | Vehicle Skylight and Method for Installing Same | Wabash National, L.P. | |||
2695743 (pending) | Canada | Multi-Layer Hold Down Assembly | Wabash National, L.P. | |||
ZL200880114680.2 | China | Multi-Layer Hold Down Assembly | Wabash National, L.P. | |||
319801 | Mexico | Multi-Layer Hold Down Assembly | Wabash National, L.P. | |||
307990 | Mexico | Multi-Layer Hold Down Assembly | Wabash National, L.P. | |||
2717603 (pending) | Canada | Method for Mounting Logistics Strips to an Inner Surface of a Storage Container Wall | Wabash National, L.P. | |||
313483 | Mexico | Method for Mounting Logistics Strips to an Inner Surface of a Storage Container Wall | Wabash National, L.P. | |||
2718131 (pending) | Canada | Door Locking Assembly for a Storage Container | Wabash National, L.P. | |||
315738 | Mexico | Door Locking Assembly for a Storage Container | Wabash National, L.P. |
US2009/037522 (pending) | Patent Cooperation Treaty | Door Locking Assembly for a Storage Container | Wabash National, L.P. | |||
14/225576 (pending) | United States | Door Locking Assembly for a Storage Container | Wabash National, L.P. | |||
2657870 (pending) | Canada | Roof Assembly for a Storage Container | Wabash National, L.P. | |||
306887 | Mexico | Roof Assembly for a Storage Container | Wabash National, L.P. | |||
322538 | Mexico | Side Skirt and Side Underride Cable System for a Trailer | Wabash National, L.P. | |||
2763798 (pending) | Canada | Semi-Trailer for Transporting Circular Objects | Wabash National, L.P. | |||
20100102156 (pending) | Argentina | Semi-Trailer for Transporting Circular Objects | Wabash National, L.P. | |||
SP-00176-10 (pending) | Bolivia | Semi-Trailer for Transporting Circular Objects | Wabash National, L.P. | |||
10-00982 (pending) | Venezuela | Semi-Trailer for Transporting Circular Objects | Wabash National, L.P. | |||
2766863 (pending) | Canada | Visual Signaling Indicator and Assembly for a Tractor Trailer | Wabash National, L.P. | |||
2706141 (pending) | Canada | Visual Signaling Indicator and Assembly for a Tractor Trailer | Wabash National, L.P. | |||
319187 | Mexico | Visual Signaling Indicator and Assembly for a Tractor Trailer | Wabash National, L.P. | |||
321920 | Mexico | Visual Signaling Indicator and Assembly for a Tractor Trailer | Wabash National, L.P. | |||
MXa2013010851 (pending) | Mexico | Visual Signaling Indicator and Assembly for a Tractor Trailer | Wabash National, L.P. | |||
2611344 (pending) | Canada | Insulating Sheet and Refrigerated Trailer Components Formed from Same | Wabash National, L.P. | |||
8424958 | United States | Butt Joint for Trailer Side Wall | Wabash National, L.P. | |||
8256827 | United States | Butt Joint for Trailer Side Wall | Wabash National, L.P. | |||
8100465 | United States | Trailer Rear Door Frame with Angled Rear Sill | Wabash National, L.P. |
8079793 | United States | Multi-Layer Hold Down Assembly | Wabash National, L.P. | |||
8662804 | United States | Multi-Layer Hold Down Assembly | Wabash National, L.P. | |||
8956094 | United States | Multi-Layer Hold Down Assembly | Wabash National, L.P. | |||
8016527 | United States | Method for Mounting Logistics Strips to an Inner Surface of a Storage Container Sidewall | Wabash National, L.P. | |||
8506221 | United States | Method for Mounting Logistics Strips to an Inner Surface of a Storage Container Wall | Wabash National, L.P. | |||
8231150 | United States | Door Locking Assembly for a Storage Container | Wabash National, L.P. | |||
8720957 | United States | Door Locking Assembly for a Storage Container | Wabash National, L.P. | |||
8025331 | United States | Roof Assembly for a Storage Container | Wabash National, L.P. | |||
8220817 | United States | Semi-Trailer for Transporting Circular Objects | Wabash National, L.P. | |||
8434778 | United States | Semi-Trailer for Transporting Circular Objects | Wabash National, L.P. | |||
8653957 | United States | Visual Indicator Adaptor and Assembly for a Tractor Trailer | Wabash National, L.P. | |||
12/793132 (pending) | United States | Visual Indicator Adaptor and Assembly for a Tractor Trailer | Wabash National, L.P. | |||
8528622 | United States | Overhead Door Assembly for a Storage Container | Wabash National, L.P. | |||
2740523 (pending) | Canada | Overhead Door Assembly for a Storage Container | Wabash National, L.P. | |||
MXa2011005557 (pending) | Mexico | Overhead Door Assembly for a Storage Container | Wabash National, L.P. | |||
2818655 (pending) | Canada | Hinged bottom roller assembly and counterbalance mechanism for overhead door | Wabash National, L.P. | |||
MXa201305676 (pending) | Mexico | Hinged bottom roller assembly and counterbalance mechanism for overhead door | Wabash National, L.P. | |||
13/301471 (pending) | United States | Hinged bottom roller assembly and counterbalance mechanism for overhead door | Wabash National, L.P. |
8696048 | United States | Fiber-Reinforced Floor System | Wabash National, L.P. | |||
2763094 (pending) | Canada | Fiber-Reinforced Floor System | Wabash National, L.P. | |||
MXa2012000350 (pending) | Mexico | Fiber-Reinforced Floor System | Wabash National, L.P. | |||
8720938 | United States | Biasing Air Suspension System for a Trailer | Wabash National, L.P. | |||
2794509 (pending) | Canada | Biasing Air Suspension System for a Trailer | Wabash National, L.P. | |||
MXa2012013275 (pending) | Mexico | Biasing Air Suspension System for a Trailer | Wabash National, L.P. | |||
2794545 (pending) | Canada | Wall panel structure for a refrigerated panel | Wabash National, L.P. | |||
MXa2012013276 (pending) | Mexico | Wall panel structure for a refrigerated panel | Wabash National, L.P. | |||
13/663023 (pending) | United States | Wall panel structure for a refrigerated panel | Wabash National, L.P. | |||
8876193 | United States | Inner Wall Liner for a Refrigerated Trailer Wall Panel | Wabash National, L.P. | |||
8562019 | United States | Bumper Block Assembly for a Rear Bumper of a Trailer | Wabash National, L.P. | |||
8985921 | United States | Side Rail of a Flatbed Trailer for Use with Cargo Restraint Device | Wabash National, L.P. | |||
2809530 (pending) | Canada | Side Rail of a Flatbed Trailer for Use with Cargo Restraint Device | Wabash National, L.P. | |||
MXa2013002940 (pending) | Mexico | Side Rail of a Flatbed Trailer for Use with Cargo Restraint Device | Wabash National, L.P. | |||
14/619808 (pending) | United States | Side Rail of a Flatbed Trailer for Use with Cargo Restraint Device | Wabash National, L.P. | |||
14/259692 (pending) | United States | Center Lamp Bracket | Wabash National, L.P. | |||
8006386 | United States | Method of Making a One-Piece Sidewall Liner with Logistic Slot | Wabash National, L.P. | |||
8375656 | United States | Insulating Sheet and Refrigerated Trailer Components Formed from Same | Wabash National, L.P. |
8177286 | United States | Side skirt system for a trailer | Wabash National, L.P. | |||
14/321977 (pending) | United States | Side skirt system for a trailer | Wabash National, L.P. | |||
62/072,216(pending) | United States | Side skirt system for a trailer | Wabash National, L.P. | |||
8162384 | United States | Side underride cable system for a trailer | Wabash National, L.P. | |||
P11010207-8 (pending) | Brazil | Side skirt and side underride cable system for a trailer | Wabash National, L.P. | |||
2758500 (pending) | Canada | Side skirt and side underride cable system for a trailer | Wabash National, L.P. | |||
10765160.6 (pending) | European Patent Convention | Side skirt and side underride cable system for a trailer | Wabash National, L.P. | |||
MXa2014009254 (pending) | Mexico | Side skirt and side underride cable system for a trailer | Wabash National, L.P. | |||
2836148 (pending) | Canada | Flexible panel member for a trailer side skirt system | Wabash National, L.P. | |||
MXa2013014586 (pending) | Mexico | Flexible panel member for a trailer side skirt system | Wabash National, L.P. | |||
14/100071 (pending) | United States | Flexible panel member for a trailer side skirt system | Wabash National, L.P. | |||
8801078 | United States | Side skirt system for a trailer | Wabash National, L.P. | |||
8398150 | United States | Side skirt system for a trailer | Wabash National, L.P. | |||
8579359 | United States | Side skirt system for a trailer | Wabash National, L.P. | |||
Not Available (pending) | Canada | Side skirt system for a trailer | Wabash National, L.P. | |||
MXa2015003178 (pending) | Mexico | Side skirt system for a trailer | Wabash National, L.P. | |||
8973974 | United States | Aerodynamic rear fairing system for a trailer | Wabash National, L.P. | |||
14/644508 (pending) | United States | Side skirt system for a trailer | Wabash National, L.P. |
8783758 | United States | Folding side skirt for a trailer | Wabash National, L.P. | |||
2810007 (pending) | Canada | Folding side skirt system for a trailer | Wabash National, L.P. | |||
MXa2013003099 (pending) | Mexico | Folding side skirt system for a trailer | Wabash National, L.P. | |||
2875833 (pending) | Canada | Wake convergence device for a vehicle | Wabash National, L.P. | |||
MXa2014015440 (pending) | Mexico | Wake convergence device for a vehicle | Wabash National, L.P. | |||
PCT/US13/45661 (pending) | Patent Cooperation Treaty | Wake convergence device for a vehicle | Wabash National, L.P. | |||
14/709980 (pending) | United States | Aerodynamic Rear Drag Reduction System for a Trailer | Wabash National, L.P. | |||
2830680 (pending) | Canada | Aerodynamic rear drag reduction system for a trailer | Wabash National, L.P. | |||
Not Available (pending) | Canada | Aerodynamic rear drag reduction system for a trailer | Wabash National, L.P. | |||
MXa2015006063 (pending) | Mexico | Aerodynamic rear drag reduction system for a trailer | Wabash National, L.P. | |||
14/049506 (pending) | United States | Aerodynamic rear drag reduction system for a trailer | Wabash National, L.P. | |||
MXa2013012609 (pending) | Mexico | Aerodynamic rear drag reduction system for a trailer | Wabash National, L.P. | |||
62/116891 (pending) | United States | Aerodynamic rear drag reduction system for a trailer | Wabash National, L.P. | |||
MXa2015001839 (pending) | Mexico | Composite wood flooring and method of making same | Wabash National, L.P. | |||
2881500 (pending) | Canada | Composite wood flooring and method of making same | Wabash National, L.P. | |||
14/615927 (pending) | United States | Composite wood flooring and method of making same | Wabash National, L.P. | |||
14/257257 (pending) | United States | Aerodynamic rear fairing system for a trailer | Wabash National, L.P. | |||
62/154495 (pending) | United States | Aerodynamic rear fairing system for a trailer | Wabash National, L.P. |
62/165466 (pending) | United States | NOSE GAP REDUCERS FOR TRAILERS | Wabash National, L.P. | |||
2884516 (pending) | Canada | REAR IMPACT GUARD | Wabash National, L.P. | |||
2849696 (pending) | Canada | Aerodynamic rear fairing system for a trailer | Wabash National, L.P. | |||
MXa2014005065 (pending) | Mexico | Aerodynamic rear fairing system for a trailer | Wabash National, L.P. | |||
62/092026 (pending) | United States | Pump systems for controlling pressure loads | Wabash National, L.P. | |||
8894122 | United States | Interior deck system for a trailer or other storage container | Wabash National, L.P. | |||
Not Available (pending) | Canada | Interior deck system for a trailer or other storage container | Wabash National, L.P. | |||
MXa2013012097 (pending) | Mexico | Interior deck system for a trailer or other storage container | Wabash National, L.P. | |||
5921677 | United States | Food processing agitator device | Walker Stainless Equipment Company, Inc. | |||
7645114 | United States | Viscous Product Transportation Trailer | Brenner Tank LLC | |||
2613808 (pending) | Canada | Viscous Product Transportation Trailer | Brenner Tank LLC | |||
MXa2008000085 (pending) | Mexico | Viscous Product Transportation Trailer | Brenner Tank LLC | |||
7815212 | United States | Air-Operated Coupling Assembly | Wabash National, L.P. | |||
2010260122 | Australia | Semi-trailer for transporting circular objects | Wabash National, L.P. | |||
2011/08995 | South Africa | Semi-trailer for transporting circular objects | Wabash National, L.P. |
5890781 |
United States |
Glove Box |
Walker Group Holdings LLC Walker Stainless Equipment Company LLC Extract Technology Limited | |||
7017306 | United States | Containment Assembly |
Walker Group Holdings LLC Walker Stainless Equipment Company LLC Extract Technology Limited | |||
5439266 | United States | Riveted Plate Trailer Construction | Wabash National, L.P. | |||
5218794 | United States | Movable Deck System | Wabash National, L.P. | |||
5152228 | United States | Universal Coupling Adapter for Rail-Highway Vehicles | Wabash National, L.P. | |||
5221103 | United States | Quick Change Slider Panel and Installation Method for Flatbed Trailer | Wabash National, L.P. | |||
5195800 | United States | Plate Wall Trailer | Wabash National, L.P. | |||
11/856298 (pending) | United States | Method of Forming a Logistics Panel for Use in a Sidewall of a Trailer | Wabash National, L.P. | |||
61/372259 | United States | Composite Panel Having Perforated Foam Core | Wabash National, L.P. | |||
12/582267 | United States | Trailer Coupler Assembly Including a Sacrificial Anode | Wabash National, L.P. | |||
12/577490 | United States | Foldable Mobile Storage Container | Wabash National, L.P. | |||
12/721027 | United States | Panel for a Storage Container | Wabash National, L.P. | |||
61/254907 | United States | Modular Storage Container | Wabash National, L.P. |
13/113114 (pending) / 8794762 |
United States | Device and a Method for Measuring a Characteristic Reading Distance of an Individual in a Near Vision Natural Posture | Wabash National, L.P. | |||
13/088596 (pending) | United States | Roof Assembly for Storage Container | Wabash National, L.P. | |||
13/053807 (pending) | United States | Liquefied Air Refrigeration System for a Storage Container | Wabash National, L.P. | |||
61/416107 (pending) | United States | Hinged Bottom Roller for Overhead Door Assembly | Wabash National, L.P. | |||
61/430017 (pending) | United States | Fiber-Reinforced Floor System | Wabash National, L.P. | |||
12/910956 (pending) | United States | Modular Storage Container | Wabash National, L.P. | |||
13/764843 (pending) | United States | Roof Assembly for a Trailer | Wabash National, L.P. |
* Assignment from John Cannon and John Rademacher, two of the named inventors, has been recorded. However, no assignment to Brenner Tank LLC or Brenner Tank Services from Hans (John) Schaupp, the third named inventor, has been recorded. An assignment by John Schaupp to P&S Investment Company, Inc. has been recorded. Any rights held by Brenner Tank LLC and Brenner Tank Services LLC are subject to the joint development agreement between Brenner Tank LLC, Brenner Tank Services LLC and P&S Investment Company, Inc. dated July 15, 2005 and such rights are jointly owned by Brenner Tank LLC and Mr. Hans Schaupp, or his assignee.
License Agreements
· | Distribution Agreement, dated April 28, 2015, by and among Wabash National, L.P., Transcraft Corporation and Aurora Parts & Accessories LLC; |
· | Asset Purchase Agreement, dated July 22, 2003, and as amended on September 19, 2003, by and among Wabash National Corporation and certain of its affiliates and Apex Trailer Leasing & Rentals, LLC and its affiliates; |
· | License Agreement, dated June 30, 2007, by and between Wabash National, L.P. and Kirloskar Pneumatic Co., Ltd.; |
· | License Agreement dated June 28, 2011, by and between Wabash National, L.P. and Truck Lite Co, LLC; |
· | License Agreement dated May 3, 2011 by and between Sterilization Technology Group, Inc. and Walker Stainless Equipment Company LLC. |
· | Viscous Product Unloading Enhancements for Liquid Transportation Trailers Joint Ownership Agreement, dated July 15, 2005 by and between P& S Investment Company, Inc. and Brenner Tank LLC. |
Schedule 4.15
Deposit Accounts and Securities Accounts
Bank | Description | Account Number |
Account Name | Account Address | ||||
Wells Fargo Bank, National Association |
WNTC Local Deposits | xxxxxxxx | Wabash National Corporation Local Desktop Deposits | PO Box 6129, Lafayette, IN 47903 | ||||
Wells Fargo Bank, National Association | Master Operating Agreement | xxxxxxxx |
Wabash National Corporation Master Account |
PO Box 6129, Lafayette, IN 47903 | ||||
Wells Fargo Bank, National Association | Commercial Checking Account | xxxxxxxx | Wabash National Corporation | PO Box 6129, Lafayette, IN 47903 | ||||
Wells Fargo Bank, National Association | Charitable Contribution Account | xxxxxxxx | Wabash National Corporation Charitable Contribution Account | PO Box 6129, Lafayette, IN 47903 | ||||
Wells Fargo Bank, National Association | Term Priority Collateral Account | xxxxxxxx | Wabash National Corporation Term Priority Collateral Account | PO Box 6129, Lafayette, IN 47903 | ||||
Wells Fargo Bank, National Association | Escrow Account | xxxxxxxx | GE Government Finance, Transcraft Trigg Co, Escrow Account | PO Box 6129, Lafayette, IN 47903 | ||||
Wells Fargo Bank, National Association | Escrow Account | xxxxxxxx | Wabash National/Beall Corp Escrow Account | PO Box 6129, Lafayette, IN 47903 | ||||
Wells Fargo Bank, National Association | Zero Balance Account | xxxxxxxx | Walker Group Zero Balance Account | PO Box 6129, Lafayette, IN 47903 | ||||
Wells Fargo Bank, National Association | Zero Balance Account | xxxxxxxx | Bulk Solutions LLC Zero Balance Account | PO Box 6129, Lafayette, IN 47903 | ||||
Wells Fargo Bank, National Association | Controlled Disbursement Account | xxxxxxxx | Brenner Tank Services LLC Controlled Disbursement Account | PO Box 6129, Lafayette, IN 47903 | ||||
Wells Fargo Bank, National Association | Controlled Disbursement Account | xxxxxxxx | Brenner Tank LLC Controlled Disbursement Account | PO Box 6129, Lafayette, IN 47903 | ||||
Wells Fargo Bank, National Association | Controlled Disbursement Account | xxxxxxxx | Garsite Progress LLC Controlled Disbursement Account | PO Box 6129, Lafayette, IN 47903 | ||||
Wells Fargo Bank, National Association | Controlled Disbursement Account | xxxxxxxx | Walker Stainless Equipment Co. Controlled Disbursement Account | PO Box 6129, Lafayette, IN 47903 | ||||
RBS Citizens, N.A., dba Charter One | WNTC Desktop Deposits | xxxxxxxx | Wabash National Corporation WNTC Sub | PO Box 6129 Lafayette, IN 47903 | ||||
RBS Citizens, N.A., dba Charter One | Manufacturing Receivables | xxxxxxxx | Wabash National Corporation Manufacturing Sub | PO Box 6129 Lafayette, IN 47903 |
Bank | Description | Account Number |
Account Name | Account Address | ||||
RBS Citizens, N.A., dba Charter One | WNC Depository | xxxxxxxx | Wabash National Corporation WNC Sub Account | PO Box 6129 Lafayette, IN 47903 | ||||
RBS Citizens, N.A., dba Charter One | WNTC Lockbox | xxxxxxxx | Wabash National Corporation WNTC Lbx Account | PO Box 6129 Lafayette, IN 47903 | ||||
RBS Citizens, N.A., dba Charter One | Transcraft Receivables | xxxxxxxx |
Transcraft Corporation Depository Account |
PO Box 6129 Lafayette, IN 47903 | ||||
RBS Citizens, N.A., dba Charter One | WWP Depository | xxxxxxxx | Wabash National Corporation WWP Sub Acct. | PO Box 6129 Lafayette, IN 47903 | ||||
RBS Citizens, N.A., dba Charter One | Master Account | xxxxxxxx | Wabash National Corporation Master Account | PO Box 6129 Lafayette, IN 47903 | ||||
RBS Citizens, N.A., dba Charter One | FTSI DC Desktop Deposits | xxxxxxxx | Wabash National Corporation FTSI DC Sub Account | PO Box 6129 Lafayette, IN 47903 | ||||
RBS Citizens, N.A., dba Charter One | Walker Stainless Equip. Co. Receivables | xxxxxxxx | Wabash National Corporation Walker Stainless Equip. Co. Sub Account | PO Box 6129 Lafayette, IN 47903 | ||||
RBS Citizens, N.A., dba Charter One | Garsite Progress Receivables | xxxxxxxx | Wabash National Corporation Garsite Progress Sub Account | PO Box 6129 Lafayette, IN 47903 | ||||
RBS Citizens, N.A., dba Charter One | Brenner Tank Services Receivables | xxxxxxxx | Wabash National Corporation Brenner Tank Services Sub Account | PO Box 6129 Lafayette, IN 47903 | ||||
RBS Citizens, N.A., dba Charter One | Brenner Tank Receivables | xxxxxxxx | Wabash National Corporation Brenner Tank Sub Account | PO Box 6129 Lafayette, IN 47903 | ||||
RBS Citizens, N.A., dba Charter One | Bulk Solutions Receivables | xxxxxxxx | Wabash National Corporation Bulk Solutions Sub Account | PO Box 6129 Lafayette, IN 47903 | ||||
Capital One Bank | Merchant Account | xxxxxxxx | Wabash Merchant Account | PO Box 6129, Lafayette, IN 47903 | ||||
SunTrust | Escrow Account | xxxxxxxx | Wabash National/Walker Group Escrow Account | PO Box 6129, Lafayette, IN 47903 | ||||
BMO Harris Bank | New Lisbon Local Merchant Account | xxxxxxxx | Walker Stainless Equipment Co. LLC Account for Merchant Credit Card Receipts | PO Box 94033, Palantine, IL 60094-4033 | ||||
Security Bank of Kansas City | Operating Account | xxxxxxxx | Petty Cash Account |
PO Box 171297 Kansas City, KS 66117 |
Schedule 4.17
Material Contracts
Purchase and Sale Agreement, dated March 26, 2012 by and among Wabash National Corporation, Walker Group Holdings LLC and Walker Group Resources LLC.
Permitted Convertible Note Documents.
Permitted Convertible Notes Indenture.
Executive Employment Agreement dated June 28, 2002 between Wabash National Corporation and Richard J. Giromini, as amended January 1, 2007, September 15, 2010 and December 31, 2010.
Distribution Agreement, dated April 28, 2015, by and among Wabash National, L.P., Transcraft Corporation and Aurora Parts & Accessories LLC.
Lease Agreement among Cadiz-Trigg County Industrial Development Authority, Inc. and Transcraft Corporation, dated February 7, 2012 and related Guaranty Agreement among Wabash National Corporation and Cadiz-Trigg County Industrial Development Authority, Inc., dated February 2, 2012.
Credit Agreement among Wabash National, L.P., Tycorra Investments Inc., Tycorra Properties Inc., Brent A. Larson, and Theresa Larson, dated December 21, 2010.
Form of Indemnification Agreement, approved by Company’s Board of Directors, and to be executed with Company directors, officers and senior financial personnel in June 2011.
ISDA Master Agreement dated March 8, 2011 by and between Walker Group Holdings and Fifth Third Bank.
Second Amended and Restated Walker Group Management Incentive Compensation Plan, dated March 13, 2012, and Transaction Bonus Award Letter Agreement with Brad Walker
Second Amended and Restated Walker Group Management Incentive Compensation Plan, dated March 13, 2012, and Transaction Bonus Award Letter Agreement with Bruce Yakley
Second Amended and Restated Walker Group Management Incentive Compensation Plan, dated March 13, 2012, and Transaction Bonus Award Letter Agreement with James Miller
Second Amended and Restated Walker Group Management Incentive Compensation Plan, dated March 13, 2012, and Transaction Bonus Award Letter Agreement with John Cannon
Second Amended and Restated Walker Group Management Incentive Compensation Plan, dated March 13, 2012, and Transaction Bonus Award Letter Agreement with Doug Chapple
Second Amended and Restated Walker Group Management Incentive Compensation Plan, dated March 13, 2012, and Transaction Bonus Award Letter Agreement with Dave Nick
Distributor Agreement, dated January 2, 2009, by and between Liquid Controls LLC, Garsite/Progress LLC and TST LLC.
Schedule 4.29
Locations of Inventory
Processor Locations
Roll Coater, Inc.
(Wabash National, L.P.)
1950 E. Main St.
Greenfield, IN 46140
(Wabash National, L.P.)
858 E. Hupp Rd.
LaPorte, IN 46350
(Wabash National, L.P.)
4502 Freedom Way
Weirton, WV 26062
(Wabash National, L.P.)
2604 River Road
Hawesville, KY 42348
(Wabash National, L.P.)
5888 CR East 180
Blytheville, AR 72315
Greenbush Industries
(Wabash National, L.P.)
2000 Greenbush St.
Lafayette, IN 47904
3D Machine
(Wabash National, L.P.)
215 S. Newton St.
Goodland, IN 47948
Wiley Metal Fabrication Inc.
(Wabash National, L.P.)
816 W 34th St.
Marion, IN 46952
The Zook Machine
(Wabash National, L.P.)
110 W 1250 S
Battleground, IN 47920
Anita Machine and Tool, Inc.
(Wabash National, L.P.)
510 Elston Rd
Lafayette, IN 47909
Serie’s Hardwoods, Inc.
(Wabash National, L.P.)
2521 E Bethel Rd.
Attica, IN 47918
Mid-American Trailer Repair
(Wabash National, L.P.)
4984 East 400 South
Lafayette, IN 47905
Midland Stamping and Fabricating
(Wabash National, L.P.)
9521 W Ainslie
Schiller Park, IL 60176
Logan Stampings, Inc.
(Wabash National, L.P.)
1100 E. Main Street
Logansport, IN 46947
AZZ Galvanizing
(Wabash National, L.P.)
2631 Jim Neu Drive
Plymouth, IN 46563
(Wabash National, L.P.)
7825 S. Homestead Dr.
Hamilton, IN 46742
(Wabash National, L.P.)
2415 S. Walnut St.
Muncie, IN 47302
(Wabash National, L.P.)
625 Mills Road
Joliet, IL 60433
(Wabash National, L.P.)
310 East Progress Drive
Dixon, IL 61021
Leased Locations
D&L Realty
(Wabash National Trailer Centers, Inc.)
400 Keystone Parkway
Dunmore, PA
David and Sharon McGraw d/b/a Classic Tire Wheel and Auto Sales LLC
(Wabash National Trailer Centers, Inc.)
2595 Hopkinsville Rd.
Cadiz, KY 42211
Cadiz-Trigg County Industrial Development Authority
(Transcraft Corporation)
489 International Drive
Cadiz, KY 42211
City of Cadiz
(Transcraft Corporation)
44 International Drive
Cadiz, KY 42211
Tate & Lyle Ingredients Americas LLC
(Wabash National, L.P.)
65 acres of Wabash Vacant Land south of US 52 and located on part of the Northwest and Northeast Quarters of Section 11, Township 22 North, Range 4 West of the Second Principal Meridian, Wea Township, Tippecanoe County, Indiana.
Joe T. Richardson
(Wabash National, L.P.)
113 N. 36th Street
Lafayette, IN 47905
David P. Reckell
(Walker Stainless Steel Equipment Company LLC)
27620 County Road 561
Travares, FL
RLK Properties, LLC
(Brenner Tank Services LLC)
2105 Donna Drive, Suite 5
Ashland, KY (currently on month-to-month basis)
APF Bellbrook Industrial, LLC
(Brenner Tank Services, LLC)
3135-3139 Fleetbrook Drive
Memphis, TN
Findlay’s Tall Timbers Distribution Center, Inc., as sublessor
(Garsite/Progress, LLC )
1005 Lima Avenue
Findlay, OH (currently operating on month-to-month term)
Uncle Bob’s Self Storage
Walker Stainless Equipment Company LLC
2305 Manana Drive
Dallas, TX, Unit 316
Pantano Land Holdings, LLC
(Garsite/Progress, LLC)
539 & 565 S. 10th Street
Kansas City, KS (includes 920 McAlpine Avenue, 500 S. Mill Street and 501 S. Boeke Street)
Pike Properties, LLC
(Brenner Tank LLC)
8.21 Acres and Gravel Lot at N. 3670 South 12-16, Mauston, WI and all buildings and improvements located on the 8.21 acres, as well as a 6.491 acre gravel lot.
Pike Properties LLC
(Brenner Tank Services LLC)
Building 7 and East Storage Shed at N. 3670 South 12-16, Mauston, WI
Pike Properties LLC
(Brenner Tank Services LLC)
Building 8 at N. 3670 South 12-16, Mauston, WI
GSL Partners SUB ONE, L.P.
(Brenner Tank Services LLC )
2840 Appelt Road
Houston, TX
Ridge Road Associates
(Walker Stainless Equipment Company LLC)
950 Ridge Road
Claymont, DE
Winkler Logistics Center, LLC
(Wabash Wood Products, Inc.)
805 Cottonwood Rd.
Harrison, AR 72601
Dean Realty Co.
(Garsite/Progress, LLC)
1201 W. 31st Street
Kansas City, MO
PSC Container Services, LLC, as subessor
(Brenner Tank Services LLC)
400 Mound City Road
West Memphis, Arkansas
Qualawash Holdings LLC, as sublessor
(Brenner Tank Services LLC)
801 East 120th Street
Chicago, IL
Qualawash Holdings LLC, as sublessor
(Brenner Tank Services LLC)
6735 Airline Highway
Baton Rouge, LA
Phillip J Gardner
(Wabash National Trailer Centers, Inc.)
2000 Fostoria Avenue
Findlay, OH
Carl Schoen
(Wabash National Trailer Centers, Inc.)
1041 Lake Road
Medina, OH
FedEx Corporation
(Wabash National Trailer Centers, Inc.)
8951 Yosemite Street
Henderson, CO
(Wabash National Trailer Centers, Inc.)
6000 Riverside Drive
Keasbey, NJ
(Wabash National Trailer Centers, Inc.)
1289 Walden Avenue
Buffalo, NY
(Wabash National Trailer Centers, Inc.)
12501 NE 40th Street
Kansas City, MO
(Wabash National Trailer Centers, Inc.)
3410 S. 51st Avenue
Phoenix, AZ
(Wabash National Trailer Centers, Inc.)
1525 Woodson Road
St. Louis, MO
(Wabash National Trailer Centers, Inc.)
7 Long Lake Road
St. Paul, MN
(Wabash National Trailer Centers, Inc.)
350 Ruby Road
Willington, CT
(Wabash National Trailer Centers, Inc.)
63 Stults Road
Dayton, NJ
St. Johns Corporation
(Wabash National LP – Beale)
9200 E Ramsey
Portland, OR
Scully Real Estate Co. II, LLC
(Walker Stainless Equipment Company LLC)
195 Bickford Street
New Lisbon, WI
Bailment Locations
Jing Mei Management
Supply Chain Solutions
(Wabash National, L.P.)
4136 United Parkway
Schiller Park, IL 60176
Werner Enterprises, Inc.
(Bulk Solutions, LLC)
1212 Carrier’s Drive
Laredo, TX
Owned Property
(Wabash National Trailer Centers, Inc.)
125 Monahan Avenue
Dunmore, PA
(Wabash National Trailer Centers, Inc.)
1605 Ackerman Road
San Antonio, TX
(Wabash National Trailer Centers, Inc.)
10498 N. Vancouver Way
Portland, OR
(Wabash National Trailer Centers, Inc.)
298 Dutch Hollow Road
Smithton, PA
(Wabash National Trailer Centers, Inc.)
2830 South 51st Avenue
Phoenix, AZ
(Wabash National Trailer Centers, Inc.)
17301 NW 2nd Avenue
Miami, FL
(Wabash National Trailer Centers, Inc.)
4780 Vasquez Boulevard
Denver, CO
(Wabash National Trailer Centers, Inc.)
4132 Irving Boulevard
Dallas, TX
(Wabash National Trailer Centers, Inc.)
1525 Georgesville Road
Columbus, OH
(Wabash Wood Products, Inc.)
339 West Industrial Park Road
Harrison, AR
(Wabash National, L.P.)
3550 East Veterans Memorial Parkway
(also known as 3550, 3600 & 3700 East County Road
and 350 South & 3459 Concord Road
Lafayette, IN
(Wabash National, L.P.)
1450, 1440 & 1240 Navco Drive;
3459 McCarty Lane; and
3460 McCarty Lane
Lafayette, IN