Wabash National
Annual Report 2006

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K(Mark One)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2006 ORoo TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-10883WABASH NATIONAL CORPORATION(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction ofincorporation or organization)1000 Sagamore Parkway SouthLafayette, Indiana(Address of Principal Executive Offices) 52-1375208(IRS EmployerIdentification Number)47905(Zip Code)Registrant’s telephone number, including area code:(765) 771-5300Securities registered pursuant to Section 12(b) of the Act:Title of Each Class Name of Each Exchange on Which RegisteredCommon Stock, $.01 Par Value New York Stock ExchangeSeries D Preferred Share Purchase Rights New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes  No oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K. oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act.Large accelerated filer o Accelerated filer  Non-accelerated filer oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2006 was $478,942,817 based upon the closing price of theCompany’s common stock as quoted on the New York Stock Exchange composite tape on such date.The number of shares outstanding of the registrant’s common stock as of February 26, 2007 was 30,530,952.Part III of this Form 10-K incorporates by reference certain portions of the registrant’s Proxy Statement for its Annual Meeting of Stockholders to be filed within120 days after December 31, 2006. TABLE OF CONTENTSWABASH NATIONAL CORPORATIONFORM 10-K FOR THE FISCALYEAR ENDED DECEMBER 31, 2006 PagesPART IItem 1 Business 3Item 1A Risk Factors 11Item 1B Unresolved Staff Comments 15Item 2 Properties 15Item 3 Legal Proceedings 15Item 4 Submission of Matters to a Vote of Security Holders 16 PART IIItem 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities 17Item 6 Selected Financial Data 19Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 20Item 7A Quantitative and Qualitative Disclosures about Market Risk 32Item 8 Financial Statements and Supplementary Data 34Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 64Item 9A Controls and Procedures 64Item 9B Other Information 67 PART IIIItem 10 Executive Officers of the Registrant 67Item 11 Executive Compensation 67Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 67Item 13 Certain Relationships and Related Transactions 67Item 14 Principal Accountant Fees and Services 67 PART IVItem 15 Exhibits and Financial Statement Schedules 68 SIGNATURES 702 FORWARD LOOKING STATEMENTSThis Annual Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21Eof the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements may include the words “may,” “will,”“estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words. Our “forwarding-lookingstatements” include, but are not limited to, statements regarding: • our business plan; • our expected revenues, income or loss and capital expenditures; • plans for future operations; • financing needs, plans and liquidity; • our ability to achieve sustained profitability; • reliance on certain customers and corporate relationships; • availability and pricing of raw materials; • availability of capital; • dependence on industry trends; • the outcome of any pending litigation; • export sales and new markets; • engineering and manufacturing capabilities and capacity; • acceptance of new technology and products; • government regulation; and • assumptions relating to the foregoing.Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differmaterially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, aswell as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosedin this Annual Report. Each forward-looking statement contained in this Annual Report reflects our management’s view only as of the dateon which that forward-looking statement was made. We are not obligated to update forward-looking statements or publicly release theresult of any revisions to them to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence ofunanticipated events.Currently known risks and uncertainties that could cause actual results to differ materially from our expectations are describedthroughout this Annual Report, including in “Item 1A. Risk Factors.” We urge you to carefully review that section for a more completediscussion of the risks of an investment in our securities.PART IITEM 1 — BUSINESSWabash National Corporation (“Wabash,” “Company,” “us,” “we” or “our”) is one of North America’s leaders in designing,manufacturing and marketing standard and customized truck trailers and related transportation equipment. Founded in 1985 as astart-up, Wabash has grown to approximately $1.3 billion in annual sales in 2006. We believe our success has been the result of ourlongstanding relationships with our core customers, our demonstrated ability to attract new customers, our broad and innovative productline, our technological leadership and our large distribution and service network. Our management team is focused on becoming the low-cost producer of quality trailers in the truck trailer industry through continuous improvement, strategic sourcing opportunities, leanmanufacturing initiatives and automation.3 We seek to identify and produce proprietary products that offer exceptional value to customers with the potential to generate higherprofit margins than those of standardized products. We believe that we have the engineering and manufacturing capability to producethese products efficiently. Our proprietary DuraPlate® composite truck trailer, which we introduced in 1996, has achieved widespreadacceptance by our customers. For the last three years, sales of our DuraPlate® trailers represented approximately 80% of our total new vantrailer sales. We are also a competitive producer of standardized sheet and post and refrigerated trailer products, and strive to become alow-cost producer of these products within our industry. In March 2006, we acquired Transcraft Corporation as part of our commitmentto expand our customer base and grow our market leadership. We expect to continue a program of product development and selectiveacquisitions of quality proprietary products that further differentiate us from our competitors and increase profit opportunities.We market our transportation equipment under the Wabash®, DuraPlate®, DuraPlateHD®, FreightPro®, Arcticlite®, RoadRailer®,Transcraft®, Eagle®, Eagle II® and D-Eagle® trademarks directly to customers, through independent dealers and through our factory-owned retail branch network. Historically, our marketing effort focused on our longstanding core customers representing many of thelargest companies in the trucking industry. Our relationship with our core customers has been central to our growth since inception.Beginning in 2003, we have actively pursued the diversification of our customer base by focusing on what we refer to as the mid-market.These carriers, which represent approximately 1,250 carriers, operate fleets of between 250 to 7,500 trailers, which we estimate in totalaccount for approximately one million trailers.Longstanding core customers include — Schneider National, Inc.; J.B. Hunt Transport Services, Inc.; Swift TransportationCorporation; Werner Enterprises, Inc.; Heartland Express, Inc.; Averitt Express, Inc.; U.S. Xpress Enterprises, Inc.; KnightTransportation, Inc.; Interstate Distributor Co.; YRC Worldwide, Inc.; Old Dominion Freight Lines, Inc.; SAIA Motor Freightlines, Inc.;and FedEx Corp.Mid-market customers include — CFI; New Prime; CR England, Inc.; USA Logistics; Roehl Transport, Inc.; C&S WholesaleGrocers, Inc.; Celadon Group, Inc.; Cowan Systems, LLC; Aurora LLC; Landair Transport, Inc.; Xtra Lease, Inc.; USF Corporation;Alliance Shippers, Inc.; Frozen Food Express Industries, Inc.; Star Transport, Inc.; Gordon Trucking, Inc.; and New Penn MotorExpress, Inc.Our factory-owned retail branch network provides additional opportunities to distribute our products and also offers nationwideservice and support capabilities for our customers. The retail sale of new and used trailers, aftermarket parts and service through ourretail branch network generally provides enhanced margin opportunities. Additionally, we utilize a network of 26 independent dealerswith 50 locations to distribute our van trailers. We distribute our flatbed and dropdeck trailers through over 140 independent dealershipsthroughout North America.Wabash was incorporated in Delaware in 1991 and is the successor by merger to a Maryland corporation organized in 1985. Weoperate in two reportable business segments: (1) manufacturing and (2) retail and distribution. Financial results by segment, includinginformation about revenues from customers, measures of profit and loss, and total assets, and financial information regarding geographicareas and export sales are discussed in Note 13, Segments and Related Information, of the accompanying Consolidated FinancialStatements. Our internet website is www.wabashnational.com. We make our electronic filings with the SEC, including our annual reportson Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports available on our websitefree of charge as soon as practicable after we file or furnish them with the SEC. Information on the website is not part of this Form 10-K.StrategyWe are committed to an operating strategy that seeks to deliver profitability throughout industry cycles by executing on the coreelements of our strategic plan: • Corporate Focus. We intend to continue our focus on improved earnings and cash flow. • Product and Service Differentiation. We intend to continue to provide differentiated products and services that generateenhanced profit margins.4 • Continuous Improvements. We are focused on reducing our cost structure by adhering to continuous improvement and leanmanufacturing initiatives. • Core Customers. We intend to maintain and grow our longstanding and new customer relationships and create new revenueopportunities by offering tailored transportation solutions. • Customer Diversification. We expect to continue to expand and diversify our customer base by focusing on mid-marketcarriers with trailer fleets ranging from 250 to 7,500 units. • Trailer Performance Improvements. We are continuing the development and introduction of design improvements on theDuraPlate® trailer with the goal of minimizing maintenance over a 10-year period. • Strengthen Balance Sheet. We intend to continue to enhance financial flexibility enabling us to capitalize on future marketopportunities. • Acquisitions. We intend to expand our product offering and competitive advantage by acquiring strong brands where we canleverage our customer relationships, distribution capabilities and purchasing leverage.Industry and CompetitionTrucking in the United States (U.S.), according to the American Trucking Association (ATA), was estimated to be a $623 billionindustry in 2005 (the latest date such information is available), leading all other modes of transportation. ATA estimates thatapproximately 69% of all freight tonnage is carried by truck at some point during its shipment, accounting for approximately 84% offreight industry revenues. Trailer demand is a direct function of the amount of freight to be transported. As the economy improves, it isforecasted that truck carriers will need to both expand and replace their fleets, which typically results in increased trailer orders.According to the management of our Company, there are approximately 3.2 million trailers in use today and total trailer replacementdemand is estimated at around 225,000 trailers per year.In general, the U.S. trucking industry grew throughout the 1990’s and peaked in 1999. A number of factors, including aneconomic downturn, fluctuations in fuel prices, declining asset values, limited capital, record trucking company failures and industryconsolidation, led to a historic reduction of 54% in trailer purchases from 1999 to 2002. The industry began its recovery in 2003, andyear-over-year trailer production improvements of 24%, 31%, 7% and 13% were recorded for 2003, 2004, 2005 and 2006, respectively.Most trucking companies experienced very strong financial performances in 2004-2006 as a capacity constrained freight environmentallowed trucking companies to raise freight rates, in-turn improving profitability, despite increased fuel costs. However, recent industryestimates indicate a market softness that started in late 2006 is expected to continue into the first half of 2007.Wabash, Great Dane and Utility are generally viewed as the top three trailer manufacturers and have accounted for greater than 50%of new trailer market share in recent years, including approximately 56% in 2006. In 2006, including the acquisition of Transcraft, ourmarket share of total trailer production was approximately 22%. During the severe industry downturn in 2001 and 2002, a number oftrailer manufacturers went out of business, resulting in greater industry consolidation. Despite market concentration, price competition isfierce as production capacity exceeds current demand. Trailer differentiation is made primarily through superior products, customerrelationships, service availability and cost.The table below sets forth new trailer production for Wabash, its largest competitors and for the trailer industry as a whole withinNorth America. The data represents all segments of the market, except containers and chassis. Since 2002, we have primarily participatedin the van segment of the market. Van production has grown from a low of approximately 99,000 units in 2002 to approximately197,000 units in 2006, an improvement of 99%. During this period, our market share for van trailers has been approximately 27%.5 2006 2005 2004 2003 2002 2001 Wabash(1) 60,000(4) 52,000 48,000 36,000 27,000 32,000 Great Dane 60,000 55,000 55,000 41,000 33,000(2) 22,000 Utility 37,000 34,000 31,000 24,000 18,000 16,000 Stoughton 19,000 17,000 15,000 9,900 10,000 6,000 Other principal producers 54,000 46,000 42,000 34,000 28,000 32,000 Total Industry 278,000 245,000 228,000 174,000(3) 140,000 140,000 (1)Does not include approximately 700, 2,300, 1,500, 1,300 and 6,000 intermodal containers in 2006, 2005, 2004, 2003 and 2002, respectively.(2)Data revised by publisher in 2004.(3)Data revised by publisher in 2005.(4)The 2006 production includes Transcraft volumes on a full-year pro forma basis.Sources: Individual manufacturer information, some of which is estimated, provided by Trailer Body Builders Magazine.Competitive StrengthsWe believe our core competitive strengths include: • Long-Term Core Customer Relationships — We are the leading provider of trailers to a significant number of top tier truckingcompanies, generating a revenue base that has helped to sustain us as one of the market leaders. • Innovative Product Offerings — Our DuraPlate® proprietary technology offers what we believe to be a superior trailer to ourcustomers, which commands premium pricing. A DuraPlate® trailer is a composite plate trailer constructed using materialcontaining a high-density polyethylene core bonded between a high-strength steel skin. We believe that the competitive advantagesof our DuraPlate® trailers compared to standard trailers include the following: – Extended Service Life — operate three to five years longer; – Lower Total Cost of Ownership — less costly to maintain; – Extended Warranty — warranty period for DuraPlate panels is 10 years; and – Improved Resale — higher trade-in values.We have also successfully introduced innovations in our refrigerated trailers and other product lines. For example, we introducedthe DuraPlate HD® trailer and the FreightPro® sheet and post trailer in 2003. • Significant Market Share and Brand Recognition — We have been one of the two largest manufacturers of trailers in NorthAmerica in each of the last 10 years, with one of the most widely recognized brands in the industry. We believe we are currentlyone of the largest producers of van trailers in North America. The acquisition of Transcraft Corporation in March 2006 furtherexpands our customer base and market share. Transcraft is a leading manufacturer of flatbed and dropdeck trailers in NorthAmerica. • Committed Focus on Operational Excellence — Safety, quality, on-time delivery, productivity and cost reduction are the coreelements of our program of continuous improvement. We currently maintain an ISO 14001 registration of our EnvironmentalManagement System. • Technology — We are recognized by the trucking industry as a leader in developing technology to reduce trailer maintenance. In2006, we introduced a high performance liner for our refrigerated trailers, which helps reduce interior damage and associatedmaintenance costs. Also in 2006, we introduced a DuraPlate® trailer built on the new semi-automated Alpha production line. Thistechnology has changed the way that trailers are traditionally manufactured and increases both efficiency of manufacturing andthe quality of the finished products.6 • Corporate Culture — We benefit from a value driven management team and dedicated workforce. • Extensive Distribution Network — Sixteen factory-owned retail branch locations extend our sales network throughout NorthAmerica, diversifying our factory direct sales, providing an outlet for used trailer sales and supporting our national servicecontracts. Additionally, we utilize a network of 26 independent dealers with 50 locations to distribute our van trailers, and ourTranscraft distribution network consists of over 140 independent dealers throughout North America.RegulationTruck trailer length, height, width, maximum weight capacity and other specifications are regulated by individual states. Thefederal government also regulates certain safety features incorporated in the design of truck trailers, including regulations that require anti-lock braking systems (ABS) and define rear impact guard standards. Manufacturing operations are subject to environmental lawsenforced by federal, state and local agencies (See “Environmental Matters”).ProductsSince our inception, we have expanded our product offerings from a single truck trailer product to a broad range of trailer-relatedtransportation equipment. Our manufacturing segment specializes in the development of innovative proprietary products for our keymarkets. Manufacturing segment sales represented approximately 85%, 80% and 77% of consolidated Wabash net sales in 2006, 2005and 2004, respectively. Our current transportation equipment products primarily include the following: • DuraPlate® Trailers. DuraPlate® trailers utilize a proprietary technology that consists of a composite plate wall for increaseddurability and greater strength. Our DuraPlate® trailers include our DuraPlateHD®, a heavy duty version of our regularDuraPlate® trailers. • Smooth Aluminum Trailers. Smooth aluminum trailers, commonly known as “sheet and post” trailers, are the commoditytrailer product purchased by the trucking industry. Starting in 2003, we began to market our FreightPro® trailer to provide acompetitive offering for this segment of the market. • Platform Trailers. In March 2006, we acquired Transcraft Corporation, one of the leading manufacturers and brands in theplatform trailer segment. These trailers are sold under Transcraft® and Eagle® trademarks. Platform trailers consist of a trailerchassis with a flat or “drop” loading deck without permanent sides or a roof. These trailers are primarily utilized to haul steelcoils, construction materials and large-size equipment. • Refrigerated Trailers. Refrigerated trailers have insulating foam in the sidewalls and roof, which improves both the insulationcapabilities and durability of the trailers. Our refrigerated trailers use our proprietary SolarGuard® technology, coupled with ournovel foaming process, which we believe enables customers to achieve lower costs through reduced fuel consumption and reducedoperating hours. • RoadRailer® Equipment. The RoadRailer® intermodal system is a patented bimodal technology consisting of a truck trailer anddetachable rail “bogie” that permits a trailer to run both over the highway and directly on railroad lines.Our retail and distribution segment focuses on the sale of new and used trailers and providing parts and service as described below. • We sell new trailers produced by the manufacturing segment. Additionally, we sell specialty trailers including tank trailers anddump trailers produced by third parties, which are purchased in smaller quantities for local or regional transportation needs. Thesale of new transportation equipment through the retail branch network represented 7.0%, 11.3% and 12.2% of net sales during2006, 2005 and 2004, respectively. • We provide replacement parts and accessories and maintenance service for our own and competitors’ trailers and relatedequipment. Sales of these products and service represented less than 5.0% of net sales during 2006, 2005 and 2004.7 • We sell used transportation equipment including units taken in trade from our customers upon the sale of new trailers. Theability to remarket used equipment promotes new sales by permitting trade-in allowances and offering customers an outlet for thedisposal of used equipment. The sale of used trailers represented 4.3%, 4.6% and 5.1% of net sales during 2006, 2005 and 2004,respectively.CustomersOur customer base has historically included many of the nation’s largest truckload common carriers, leasing companies, privatefleet carriers, less-than-truckload (LTL) common carriers and package carriers. We successfully diversified our customer base from 61%of total units sold to large core customers in 2002 to 38% in 2006 by expanding our customer base and acquiring Transcraft. This hasbeen accomplished while maintaining our relationship with our core customers. Our five largest customers accounted for 20%, 22% and23% of our aggregate net sales in 2006, 2005 and 2004, respectively, and no single customer represented 10% or greater of net sales.International sales, primarily to Canadian customers, accounted for less than 10% of net sales for each of the last three years.We have established relationships as a supplier to many large customers in the transportation industry, including the following: • Truckload Carriers: Schneider National, Inc.; J.B. Hunt Transport Services, Inc.; Swift Transportation Corporation; WernerEnterprises, Inc.; Heartland Express, Inc.; Averitt Express, Inc.; U.S. Xpress Enterprises, Inc.; Knight Transportation, Inc.;and Interstate Distributor Co. • Leasing Companies: GE Trailer Fleet Services; Xtra Lease, Inc.; Transport Services, Inc.; and Aurora LLC. • Private Fleets: Safeway, Inc.; The Kroger Co.; and Dillard’s, Inc. • Less-Than-Truckload Carriers: YRC Worldwide, Inc.; Old Dominion Freight Lines, Inc.; SAIA Motor Freightlines, Inc.;FedEx Corp.; and Vitran Express, Inc.Marketing and DistributionWe market and distribute our products through the following channels: • factory direct accounts; • factory-owned distribution network; and • independent dealerships.Factory direct accounts are generally large fleets, over 7,500 trailers that are high volume purchasers. Historically, we have focusedon the factory direct market where customers are highly knowledgeable of the life-cycle costs of trailer equipment and, therefore, are bestequipped to appreciate the design and value-added features of our products. Beginning in late 2003, we have actively pursued thediversification of our customer base focusing what we refer to as the mid-market. These carriers, which represent approximately 1,250carriers, operate fleets of between 250 to 7,500 trailers, which we estimate in total account for approximately one million trailers. Sinceimplementing our mid-market sales strategy, we have added over 200 new mid-market customers accounting for over 15,000 new trailerorders.Our factory-owned distribution network generates retail sales of trailers to smaller fleets and independent operators located ingeographic regions where our branches are located. This branch network enables us to provide maintenance and other services tocustomers. The branch network and our used trailer centers provide an outlet for used trailers taken in trade upon the sale of new trailers,which is a common practice with fleet customers.We also sell our van trailers through a network of 26 independent dealerships with 50 locations. In addition, platform trailers aresold through over 140 independent dealerships throughout North America. The dealers primarily serve mid-market and smaller sizedcarriers and private fleets in the geographic region where the dealer is located and occasionally may sell to large fleets. The dealers mayalso perform service work for their customers.8 Raw MaterialsWe utilize a variety of raw materials and components including steel, polyethylene, aluminum, lumber, tires and suspensions,which we purchase from a limited number of suppliers. Significant price fluctuations or shortages in raw materials or finishedcomponents may adversely affect our results of operations. In 2006 and for the foreseeable future, we expect that the raw materials used inthe greatest quantity will be the steel, aluminum, polyethylene and wood used in our trailers. Our component suppliers have advised usthat they have adequate capacity to meet our current and expected demands in 2007. However, unprecedented industry tire demand andescalating raw material costs in 2006 have resulted in higher tire costs. The price increases in our principal raw materials – aluminum,steel, plastic and timber – that materialized beginning in 2003 and continued through 2006, are expected to impact 2007 as well. Recently,we have experienced further increases in aluminum prices, which we expect will have the greatest impact on our sheet and post andrefrigerated trailer products. Our Harrison, Arkansas laminated hardwood floor facility provides the majority of our requirements fortrailer floors.BacklogOrders that have been confirmed by the customer in writing and can be produced during the next 18 months are included in ourbacklog. Orders that comprise backlog may be subject to changes in quantities, delivery, specifications and terms. Our backlog of ordersat December 31, 2006 and 2005 was approximately $512 million, including $28 million of flatbed trailers, and $516 million,respectively. We expect to complete the majority of our backlog orders within the next 12 months.Patents and Intellectual PropertyWe hold or have applied for 68 patents in the United States on various components and techniques utilized in our manufacture oftruck trailers. In addition, we hold or have applied for 43 patents in two foreign countries. Our patents include intellectual property relatedto the manufacture of trailers using our proprietary DuraPlate® product, which we believe offers us a significant competitive advantage.The patents in our DuraPlate® portfolio have expiration dates ranging from 2009 to 2024 of which our view is there are no meaningfulpatents having expiration dates prior to 2016.We also hold or have applied for 35 trademarks in the United States, as well as 22 trademarks in foreign countries. Thesetrademarks include the Wabash®, Wabash National® and Transcraft® brand names as well as trademarks associated with ourproprietary products such as the DuraPlate® trailer, the RoadRailer® trailer and the Eagle® trailer. We believe these trademarks areimportant for the identification of our products and the associated customer goodwill; however, our business is not materially dependenton such trademarks.Research and DevelopmentResearch and development expenses are charged to earnings as incurred and were $4.3 million, $2.6 million and $2.6 million in2006, 2005 and 2004, respectively.Environmental MattersOur facilities are subject to various environmental laws and regulations, including those relating to air emissions, wastewaterdischarges, the handling and disposal of solid and hazardous wastes, and occupational safety and health. Our operations and facilitieshave been and in the future may become the subject of enforcement actions or proceedings for non-compliance with such laws or forremediation of company-related releases of substances into the environment. Resolution of such matters with regulators can result incommitments to compliance abatement or remediation programs and in some cases the payment of penalties. (See Item 3 “LegalProceedings.”)We believe that our facilities are in substantial compliance with applicable environmental laws and regulations. Our facilities haveincurred, and will continue to incur, capital and operating expenditures and other costs in complying with these laws and regulations inboth the United States and abroad. However, we currently do not anticipate that the future costs of environmental compliance will have amaterial adverse effect on our business, financial condition or results of operations.9 EmployeesAs of December 31, 2006 and 2005, we had approximately 4,100 and 3,600 full-time associates, respectively. The December 31,2006 headcount includes approximately 350 of our full-time hourly associates under labor union contracts, which expire in 2009 at ourMt. Sterling, Kentucky facility and in 2007 at our Anna, Illinois facility. During 2006, approximately 20% of our total productionworkforce included temporary associates. We place a strong emphasis on employee relations through educational programs and qualityimprovement teams. We believe our employee relations are good.Executive Officers of Wabash National CorporationThe following are the executive officers of the Company:Name Age PositionRichard J. Giromini 53 President and Chief Executive Officer, DirectorRodney P. Ehrlich 60 Senior Vice President — Chief Technology OfficerBruce N. Ewald 55 Senior Vice President — Sales and MarketingWilliam P. Greubel 55 Chairman and Executive DirectorTimothy J. Monahan 54 Senior Vice President — Human ResourcesRobert J. Smith 60 Senior Vice President — Chief Financial OfficerJoseph M. Zachman 46 Senor Vice President — ManufacturingRichard J. Giromini. Mr. Giromini was promoted to President and Chief Executive Officer on January 1, 2007. He had beenExecutive Vice President and Chief Operating Officer from February 28, 2005 until December 2005 when he was appointed President anda Director of the Company. He had been Senior Vice President — Chief Operating Officer since joining the Company on July 15, 2002.Most recently, Mr. Giromini was with Accuride Corporation from April 1998 to July 2002, where he served in capacities as Senior VicePresident — Technology and Continuous Improvement; Senior Vice President and General Manager — Light Vehicle Operations; andPresident and CEO of AKW LP. Previously, Mr. Giromini was employed by ITT Automotive, Inc. from 1996 to 1998 serving as theDirector of Manufacturing. Mr. Giromini also serves on the board of directors of The Wabash Center, a non-profit company dedicated toserving individuals with disabilities and special needs.Rodney P. Ehrlich. Mr. Ehrlich has been Senior Vice President — Chief Technology Officer of the Company since January 2004.From 2001 to 2003, Mr. Ehrlich was Senior Vice President of Product Development. Mr. Ehrlich has been in charge of the Company’sengineering operations since the Company’s founding.Bruce N. Ewald. Mr. Ewald’s original appointment was Vice President and General Manager of Wabash National Trailer Centers,Inc. when he joined the Company in March 2005. In October 2005, he was promoted to Senior Vice President — Sales and Marketing.Mr. Ewald has nearly 25 years experience in the transportation industry. Most recently, Mr. Ewald was with PACCAR from 1991 toFebruary of 2005 where he served in a number of executive-level positions. Prior to PACCAR, Mr. Ewald spent 10 years with GenuineParts Co. where he held several positions, including President and General Manager, Napa Auto Parts/Genuine Parts Co.William P. Greubel. Mr. Greubel was appointed Executive Director of Wabash National and stepped down as our Chief ExecutiveOfficer effective as of January 1, 2007. He remains as our Chairman of the Board of Directors, a position he has held since our 2006Annual Meeting of Stockholders, and has been a member of our Board of Directors since May 2002. Mr. Greubel served as our ChiefExecutive Officer from May 2002 until December 2006. He also served as our President from May 2002 until December 2005. He alsoserves on the Executive Committee of the Board. Mr. Greubel was a Director and Chief Executive Officer of Accuride Corporation, amanufacturer of wheels for trucks and trailers, from 1998 until May 2002 and served as President of Accuride Corporation from 1994to 1998. Previously, Mr. Greubel was employed by AlliedSignal Corporation from 1974 to 1994 in a variety of positions of increasingresponsibility, most recently as Vice President and General Manager of the Environmental Catalysts and Engineering Plastics businessunits. Mr. Gruebel also serves as a Director of A.O. Smith Corporation.Timothy J. Monahan. Mr. Monahan has been Senior Vice President — Human Resources since joining the Company onOctober 15, 2003. Prior to that, Mr. Monahan was with Textron Fastening Systems from 1999 to10 October 2003 where he served as Vice President — Human Resources. Previously, Mr. Monahan served as Vice President — HumanResources at Beloit Corporation. Mr. Monahan serves on the board of directors of North American Tool Corporation.Robert J. Smith. Mr. Smith was appointed Senior Vice President — Chief Financial Officer in October 2004, after serving as ourActing Chief Financial Officer since June 2004, and our Vice President and Controller since joining us in March 2003. Before joining us,Mr. Smith served from 2000 to 2001 as Director of Finance for KPMG Consulting, Inc., now BearingPoint, Inc.; from 1993 to 2000 withGreat Lakes Chemical Corp. (serving from 1998 to 2000 as vice president and controller) and from 1983 to 1993 with Olin Corporation,including as chief financial officer for several of its divisions.Joseph M. Zachman. Mr. Zachman joined the Company in May 2005 as Vice President of Manufacturing and in June 2006 hewas promoted to Senior Vice President — Manufacturing. Prior to joining Wabash National in May 2005 as Vice President ofManufacturing, Mr. Zachman was with TTM Technologies in Chippewa Falls, Wisconsin, where he served as Vice President andGeneral Manager from December 2002 until December 2004. Previously, Mr. Zachman served as President of CDR Corporation fromSeptember 2001 until December 2002; Director of Operations of Sanmina Corporation from September 1997 until September 2001; andworked at Delco Electronics Corporation from January 1984 until September 1997 where he served in numerous positions of increasingresponsibility in engineering and manufacturing management.ITEM 1A — RISK FACTORSYou should carefully consider the risks described below in addition to other information contained or incorporated by reference inthis Annual Report before investing in our securities. Realization of any of the following risks could have a material adverse effect on ourbusiness, financial condition, cash flows and results of operations.Risks Related to Our Business, Strategy and OperationsCyclical nature of our business.The truck trailer market has historically been cyclical, with several year periods of growth in trailer sales followed by several yearsof decline. We are not immune to this cyclicality. In each of the last three years we have been profitable, but we reported net lossesaggregating to approximately $346 million for the preceding three years. Our ability to sustain profitability in the future will depend on thesuccessful continued implementation of measures to reduce costs and achieve sales goals, as well as the ability to pass on to customersincreases in the prices of raw materials and component parts. While we have taken steps to lower operating costs and reduce interestexpense, and have seen our sales improve in recent periods, we cannot assure you that our cost-reduction measures will be successful,sales will be sustained or increased or that we will achieve a sustained return to profitability.A change in our customer relationships or in the financial condition of our customers could adversely affect our business.We have relationships with a number of customers where we supply the requirements of these customers. We do not have long-termagreements with these customers. Our success is dependent, to a significant extent, upon the continued strength of these relationships andthe growth of our core customers. We often are unable to predict the level of demand for our products from these customers, or the timingof their orders. In addition, the same economic conditions that adversely affect us also often adversely affect our customers. As some ofour customers are highly leveraged and have limited access to capital, their continued existence may be uncertain. The loss of a significantcustomer or unexpected delays in product purchases could adversely affect our business and results of operations.Our technology and products may not achieve market acceptance, which could adversely affect our competitive position.We continue to optimize and expand our product offerings to meet our customer needs through our established brands, such asDuraPlate®, DuraPlate HD®, FreightPro®, ArticLite® and Transcraft Eagle®. While we target11 product development to meet customer needs, there is no assurance that they will be embraced and meet our sales projections. Heavy truckis a very fluid industry in which our customers will make frequent changes to maximize their operations and profits.Over the past year, we have seen a number of our competitors follow our leadership in the development and use of compositesidewalls that compete directly with our DuraPlate products. Our product development is focused on maintaining our leadership on thisproduct but competitive pressures may erode our market share or margins. We continue to take steps to protect our proprietary rights inour new products. However, the steps we have taken to protect them may not be sufficient or may not be enforced by a court of law. If weare unable to protect our proprietary rights, other parties may attempt to copy or otherwise obtain or use our products or technology. Ifcompetitors are able to use our technology, our ability to compete effectively could be harmed.We have a limited number of suppliers of raw materials; an increase in the price of raw materials or the inability to obtainraw materials could adversely affect our results of operations.We currently rely on a limited number of suppliers for certain key components in the manufacturing of truck trailers, such as tires,landing gear, axles and specialty steel coil used in DuraPlate® panels. From time to time, there have been and may in the future continue tobe shortages of supplies of raw materials or our suppliers may place us on allocation, which would have an adverse impact on our abilityto meet demand for our products. Raw material shortages and allocations may result in inefficient operations and a build-up of inventory,which can negatively affect our working capital position. In addition, if the price of raw materials were to increase and we were unable toincrease our selling prices or reduce our operating costs to offset the price increases, our operating margins would be adversely affected.The loss of any of our suppliers or their inability to meet our price, quality, quantity and delivery requirements could have a significantimpact on our results of operations.Disruption of our manufacturing operations would have an adverse effect on our financial condition and results of operations.We manufacture our products at two van trailer manufacturing facilities in Lafayette, Indiana, two flatbed trailer facilities in Anna,Illinois and Mt. Sterling, Kentucky, and one hardwood floor facility in Harrison, Arkansas. An unexpected disruption in our productionat any of these facilities for any length of time would have an adverse effect on our business, financial condition and results of operations.The inability to attract and retain key personnel could adversely affect our results of operations.Our ability to operate our business and implement our strategies depends, in part, on the efforts of our executive officers and otherkey employees. Our future success depends, in large part, on our ability to attract and retain qualified personnel, including financepersonnel, technical sales professionals and engineers. The unexpected loss of services of any of our key personnel or the failure to attractor retain other qualified personnel could have a material adverse effect on the operation of our business.The inability to realize additional costs savings could weaken our competitive position.If we are unable to continue to successfully implement our program of cost reduction and continuous improvement, we may notrealize additional anticipated cost savings, which could weaken our competitive position.Restrictive covenants in our debt instruments could limit our financial and operating flexibility and subject us to other risks.The agreements governing our indebtedness include certain covenants that restrict, among other things, our ability to: • incur additional debt; • pay dividends on our common stock in excess of $20 million per year; • repurchase our common stock not to exceed $50 million over the remaining term of the agreement;12 • consolidate, merge or transfer all or substantially all of our assets; • make certain investments, mergers and acquisitions; and • create certain liens.Additionally, should our available borrowing capacity drop below $30 million, we would be subject to a minimum fixed chargecoverage ratio of 1.1:1.0 which could limit our ability to make capital expenditures and further limit the amount of dividends we couldpay.Our ability to comply with such agreements may be affected by events beyond our control, including prevailing economic, financialand industry conditions. In addition, upon the occurrence of an event of default under our debt agreements, the lenders could elect todeclare all amounts outstanding under our debt agreements, together with accrued interest, to be immediately due and payable.We rely significantly on our integrated Enterprise Resource Planning (ERP) solution to support our operations.We implemented a new ERP system in May 2006. Our new ERP system is expected to integrate departments and functions acrossWabash, enhance the ability to service customers and improve our control environment. As a result of the implementation of our ERPsystem, we encountered manufacturing inefficiencies that arose in the second and third quarters of 2006 related to parts shortages andissues with inbound logistics that had a detrimental impact on scheduling and production. Since implementation, we have stabilized thesystem and have begun the process to improve utilization, optimize performance and obtain expected improvements in our operations.However, if these problems recur or we are not able to implement the enhancements identified, our ability to manage operations and thecustomers we serve could be adversely impacted.Risks Particular to the Industry in Which We OperateOur business is highly cyclical, which could adversely affect our sales and results of operations.The truck trailer manufacturing industry historically has been and is expected to continue to be cyclical, as well as affected byoverall economic conditions. New trailer shipments for the trailer industry reached its most recent peak of approximately 306,000 units in1999, falling to approximately 140,000 by 2001 and rebounding to approximately 277,000 units in 2006. Customers historically havereplaced trailers in cycles that run from five to twelve years, depending on service and trailer type. Poor economic conditions canadversely affect demand for new trailers and in the past have led to an overall aging of trailer fleets beyond this typical replacement cycle.Customers’ buying patterns can also reflect regulatory changes, such as the federal hours-of-service rules and the 2007 federal emissionsstandards. Our business is likely to continue to be highly cyclical based on current and expected economic conditions and regulatoryfactors.Significant competition in the industry in which we operate may result in our competitors offering new or better products andservices or lower prices, which could result in a loss of customers and a decrease in our revenues.The truck trailer manufacturing industry is highly competitive. We compete with other manufacturers of varying sizes, some ofwhich may have greater financial resources than we do. Barriers to entry in the standard truck trailer manufacturing industry are low. Asa result, it is possible that additional competitors could enter the market at any time. In the recent past, the manufacturing over-capacityand high leverage of some of our competitors, along with the bankruptcies and financial stresses that affected the industry, contributed tosignificant pricing pressures.If we are unable to compete successfully with other trailer manufacturers, we could lose customers and our revenues may decline. Inaddition, competitive pressures in the industry may affect the market prices of our new and used equipment, which, in turn, mayadversely affect our sales margins and results of operations.13 We are subject to extensive governmental laws and regulations, and our costs related to compliance with, or our failure tocomply with, existing or future laws and regulations could adversely affect our business and results of operations.The length, height, width, maximum weight capacity and other specifications of truck trailers are regulated by individual states.The federal government also regulates certain truck trailer safety features, such as lamps, reflective devices, tires, air-brake systems andrear-impact guards. Changes or anticipation of changes in these regulations can have a material impact on our financial results, as ourcustomers may defer purchasing decisions and we may have to reengineer products. In addition, we are subject to various environmentallaws and regulations dealing with the transportation, storage, presence, use, disposal and handling of hazardous materials, discharge ofstorm water and underground fuel storage tanks and may be subject to liability associated with operations of prior owners of acquiredproperty.If we are found to be in violation of applicable laws or regulations in the future, it could have an adverse effect on our business,financial condition and results of operations. Our costs of complying with these or any other current or future environmental regulationsmay be significant. In addition, if we fail to comply with existing or future laws and regulations, we may be subject to governmental orjudicial fines or sanctions.Product liability and other claims.As a manufacturer of products widely used in commerce, we are subject to regular product liability claims as well as warranty andsimilar claims alleging defective products. From time to time claims may involve material amounts and novel legal theories, and anyinsurance we carry may prove inadequate to insulate us from material liabilities for these claims.Risks Related to an Investment in Our Common StockOur common stock has experienced, and may continue to experience, price volatility and a low trading volume.The trading price of our common stock has been and may continue to be subject to large fluctuations. Our common stock price mayincrease or decrease in response to a number of events and factors, including: • trends in our industry and the markets in which we operate; • changes in the market price of the products we sell; • the introduction of new technologies or products by us or our competitors; • changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors; • operating results that vary from the expectations of securities analysts and investors; • announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, financingsor capital commitments; • changes in laws and regulations; • general economic and competitive conditions; and • changes in key management personnel.This volatility may adversely affect the prices of our common stock regardless of our operating performance. The price of ourcommon stock also may be adversely affected by the amount of common stock issuable upon conversion of our 3.25% convertible seniornotes due 2008. Assuming $125 million in aggregate principal amount of these notes are converted at a conversion price of $18.83, whichhas been adjusted for the impact of dividend payments, the number of shares of our common stock outstanding would increase by6.6 million, or approximately 22%. The conversion feature of these senior notes is subject to further adjustment in connection with thepayment of14 future cash dividends. As a result of any future payment of a cash dividend, upon any conversion of the notes, we would be required toissue additional shares of common stock.In addition, our common stock has experienced low trading volume in the past.ITEM 1B — UNRESOLVED STAFF COMMENTSNone.ITEM 2 — PROPERTIESManufacturing FacilitiesWe own and operate trailer manufacturing facilities in Lafayette, Indiana; Anna, Illinois; and Mt. Sterling, Kentucky; and a trailerfloor manufacturing facility in Harrison, Arkansas. Our main Lafayette facility is a 1.2 million square foot facility that houses trucktrailer and composite material production, tool and die operations, research laboratories and offices. The second Lafayette facility is0.6 million square feet, primarily used for the production of refrigerated trailers. The plants located in Anna and Mt. Sterling,approximately 0.1 million square feet each, conduct the manufacturing operations of our flatbed trailer business. In total, our facilitieshave the capacity to produce in excess of 80,000 trailers annually on a three-shift, five-day workweek schedule.Retail and Distribution FacilitiesRetail and distribution facilities include 10 sales and service branches and six locations that sell new and used trailers (five of whichare leased). Each sales and service branch consists of an office, parts warehouse and service space, and ranges in size from 20,000 to50,000 square feet per facility. Fourteen branches are located in 11 states and two branches are located in two Canadian provinces.We own a 0.3 million square foot warehouse facility in Lafayette, Indiana.Wabash owned properties are subject to security interests held by our bank lenders.ITEM 3 — LEGAL PROCEEDINGSThere are certain lawsuits and claims pending against Wabash that arose in the normal course of business. None of these claims areexpected to have a material adverse effect on our financial position or our results of operations.Brazil Joint VentureIn March 2001, Bernard Krone Indústria e Comércio de Máquinas Agrícolas Ltda. (“BK”) filed suit against Wabash in the FourthCivil Court of Curitiba in the State of Paraná, Brazil. This action seeks recovery of damages plus pain and suffering. Because of thebankruptcy of BK, this proceeding is now pending before the Second Civil Court of Bankruptcies and Creditors Reorganization ofCuritiba, State of Paraná (No. 232/99).This case grows out of a joint venture agreement between BK and Wabash related to marketing the RoadRailer® trailer in Brazil andother areas of South America. When BK was placed into the Brazilian equivalent of bankruptcy late in 2000, the joint venture wasdissolved. BK subsequently filed its lawsuit against Wabash alleging that it was forced to terminate business with other companiesbecause of exclusivity and non-compete clauses purportedly found in the joint venture agreement. BK asserts damages of approximately$8.4 million.We answered the complaint in May 2001, denying any wrongdoing. We believe that the claims asserted by BK are without merit andwe intend to defend our position. We believe that the resolution of this lawsuit will not have a material adverse effect on our financialposition, liquidity or future results of operations; however, at this stage of the proceeding, no assurance can be given as to the ultimateoutcome of the case.15 Intellectual PropertyOn July 24, 2006, we filed a patent infringement suit against Trailmobile Corporation in the United States District Court for theNorthern District of Illinois Eastern Division (Civil Action No. 06 CV 3991); and amended the Complaint on November 1, 2006 toinclude another patent. On December 1, 2006, Trailmobile Corporation filed its Answer to the Amended Complaint, along with aCounterclaim seeking a finding of non-infringement. We answered on December 8, 2006, denying any wrongdoing or merit to theallegations as set forth in the Counterclaim.We believe that the claims asserted by Trailmobile Corporation are without merit and we intend to defend our position. We believethat the resolution of this lawsuit will not have a material adverse effect on our financial position, liquidity or future results of operations;however, at this stage of the proceeding, no assurance can be given as to the ultimate outcome of the case.EnvironmentalIn September 2003, we were noticed as a potentially responsible party (PRP) by the United States Environmental Protection Agencypertaining to the Motorola 52nd Street (Phoenix, Arizona) Superfund Site pursuant to the Comprehensive Environmental Response,Compensation and Liability Act. PRPs include current and former owners and operators of facilities at which hazardous substances weredisposed. EPA’s allegation that we were a PRP arises out of the operation of a former branch facility located approximately five miles fromthe original site, which we acquired and subsequently disposed. According to the notice, the site currently encompasses an area ofgroundwater contaminated by volatile organic compounds seven miles long and one mile wide. The site was placed on the NationalPriorities List in 1989. Motorola has been operating an interim groundwater containment remedy since 2001. We do not expect that theseproceedings will have a material adverse effect on our financial condition or results of operations.In January 2006, we received a letter from the North Carolina Department of Environment and Natural Resources indicating that asite that we formerly owned near Charlotte, North Carolina has been included on the state’s October 2005 Inactive Hazardous Waste SitesPriority List. The letter states that we were being notified in fulfillment of the state’s “statutory duty” to notify those who own and thosewho at present are known to be responsible for each Site on the Priority List. No action is being requested from us at this time. We do notexpect that this designation will have a material adverse effect on our financial condition or results of operations.ITEM 4 — SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERSNone to report.16 PART IIITEM 5 —MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIESInformation Regarding our Common StockOur common stock is traded on the New York Stock Exchange (ticker symbol: WNC). The number of record holders of ourcommon stock at February 26, 2007 was 1,100.We paid quarterly dividends of $0.045 per share on our common stock in both 2006 and 2005. Prior to 2005, no dividends hadbeen paid since the third quarter of 2001. Our amended asset-based loan agreement limits the payment of cash dividends to $20 millionper year. Payments of cash dividends depend on future earnings, capital availability and financial condition.High and low stock prices as reported on the New York Stock Exchange for the last two years were: High Low 2005 First Quarter $27.77 $24.00 Second Quarter $27.98 $23.18 Third Quarter $25.16 $19.24 Fourth Quarter $20.39 $16.91 2006 First Quarter $21.39 $18.44 Second Quarter $20.50 $14.74 Third Quarter $15.58 $12.15 Fourth Quarter $15.41 $13.28 17 Performance GraphThe following graph shows a comparison of cumulative total returns for an investment in our Common Stock, the S&P 500Composite Index and the Dow Jones Transportation Index. It covers the period commencing December 31, 2001 and ending December 31,2006. The graph assumes that the value for the investment in our common stock and in each index was $100 on December 31, 2001 andthat all dividends were reinvested. This graph is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to theSEC’s proxy rules or to the liabilities of Section 18 of the 1934 Act, and the graph shall not be deemed to be incorporated by reference intoany prior or subsequent filing by us under the Securities Act of 1933, as amended, or the 1934 Act.Comparative of Cumulative Total ReturnDecember 31, 2001 through December 31, 2006Among Wabash National Corporation, the S&P 500 Indexand the Dow Jones Transportation IndexPurchases of Our Equity SecuritiesThe Company’s Board of Directors approved an amendment to its stock repurchase program on August 9, 2006, allowing theCompany to repurchase up to $50 million of common stock without placing a limitation on the number of shares. As of December 31,2006, $36.1 million remained available under the program. Stock repurchases under this program may be made in the open market or inprivate transactions, at times and in amounts that management deems appropriate, until September 15, 2007. During 2006, theCompany repurchased 726,300 shares for $10.5 million.The following table summarizes the purchases made in the program during the fourth quarter of 2006: Maximum Amount of Available Funds to Total Number Purchase Shares of Shares Average Price Under the Plan Period Purchased Paid per Share (in millions) October 2006 — $— $46.1 November 2006 258,600 14.07 42.5 December 2006 427,900 14.95 36.1 686,500 $14.62 $36.1 18 ITEM 6 — SELECTED FINANCIAL DATAThe following selected consolidated financial data with respect to Wabash for each of the five years in the period ended December 31,2006, have been derived from our consolidated financial statements. Transcraft’s operating results are included in our 2006 consolidatedfinancial statements from the date of acquisition. The following information should be read in conjunction with Management’sDiscussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes theretoincluded elsewhere in this Annual Report. Years Ended December 31, 2006 2005 2004 2003 2002 (Dollars in thousands, except per share data) Statement of Operations Data: Net sales $1,312,180 $1,213,711 $1,041,096 $887,940 $819,568 Cost of sales 1,207,687 1,079,196 915,310 806,963 773,756 Loss on asset impairment — — — 28,500 2,000 Gross profit 104,493 134,515 125,786 52,477 43,812 Selling, general and administrative expenses 66,227 54,521 57,003 61,724 80,759 Impairment of goodwill 15,373 — — — — Restructuring charges — — — — 1,813 Income (loss) from operations 22,893 79,994 68,783 (9,247) (38,760)Interest expense (6,921) (6,431) (10,809) (31,184) (34,945)Foreign exchange gains and losses, net (77) 231 463 5,291 5 Loss on debt extinguishment — — (607) (19,840) (1,314)Other, net 407 262 1,175 (2,247) 3,546 Income (loss) before income taxes 16,302 74,056 59,005 (57,227) (71,468)Income tax expense (benefit) 6,882 (37,031) 600 — (15,278)Net income (loss) $9,420 $111,087 $58,405 $(57,227) $(56,190)Basic net income (loss) per common share $0.30 $3.57 $2.10 $(2.26) $(2.43)Diluted net income (loss) per common share $0.30 $3.06 $1.80 $(2.26) $(2.43)Cash dividends declared per common share $0.18 $0.18 $— $— $— Years Ended December 31, 2006 2005 2004 2003 2002 (Dollars in thousands) Balance Sheet Data: Working capital $154,880 $213,201 $108,101 $41,970 $55,052 Total assets $556,483 $548,653 $432,046 $397,036 $565,569 Total debt and capital leases $125,000 $125,500 $127,500 $227,316 $346,857 Stockholders’ equity $277,955 $278,702 $164,574 $22,162 $73,984 19 ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONSManagement’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the matters that weconsider to be important to understanding the results of our operations for each of the three years in the period ended December 31, 2006,and our capital resources and liquidity as of December 31, 2006. Our discussion begins with our assessment of the condition of theNorth American trailer industry along with a summary of the actions we have taken to reposition Wabash. We then analyze the results ofour operations for the last three years, including the trends in the overall business and our operations segments, followed by a discussionof our cash flows and liquidity, capital markets events and transactions, our new credit facility, and contractual commitments. We thenprovide a review of the critical accounting judgments and estimates that we have made that we believe are most important to anunderstanding of our MD&A and our consolidated financial statements. These are the critical accounting policies that affect therecognition and measurement of our transactions and the balances in our consolidated financial statements. We conclude our MD&A withinformation on recent accounting pronouncements that we adopted during the year, as well as those not yet adopted that are expected tohave an impact on our financial accounting practices.As part of our commitment to expand our customer base and grow our market leadership, we acquired Transcraft Corporation onMarch 3, 2006. Transcraft’s operating results are included in our consolidated financial statements in the manufacturing segment fromthe date of acquisition.We have two reportable segments: manufacturing and retail and distribution. The manufacturing segment produces trailers that aresold to customers who purchase trailers directly or through independent dealers and to the retail and distribution segment. The retail anddistribution segment includes the sale of new and used trailers, as well as the sale of aftermarket parts and service through its retailbranch network.Executive SummaryThe year 2006 was mixed with both success and challenge for us. We faced continued upward pressure from raw materialscommodity prices, had a difficult launch of our new automated manufacturing line and faced disruptions related to our new EnterpriseResource Planning (ERP) system. We have made significant progress throughout the year in overcoming most of these challenges. Inaddition, we successfully completed the acquisition of Transcraft Corporation. As we move forward, we expect the overall trailer marketfor 2007 to decline from 2006 and then recover in 2008. We continue to focus on the improvement of our manufacturing and retailoperations, expanding our customer base, introducing products that meet customers’ needs, exiting non-core operations and strengtheningour capital structure.Operating PerformanceWe measure our operating performance in four key areas — Safety/Environmental, Quality, Productivity and Cost Reduction. Ourobjective of being better today than yesterday, and better tomorrow than we are today is simple, straightforward and easily understood byall our associates. • Safety/Environmental. We have made improvements to our total recordable incident rate resulting in a 14.4% reduction in ourworkers compensation costs in 2006 compared to 2005. We maintain ISO 14001 registration of our Environmental ManagementSystem. We believe that our improved environmental, health and safety management translates into higher labor productivity andlower costs as a result of less time away from work and improved system management. • Quality. We monitor product quality on a continual basis through a number of means for both internal and external performanceas follows: — Internal performance. Our primary internal quality measurement is Process Yield (PY). PY is a performance metric thatmeasures the impact of all aspects of the business on our ability to ship trailers at the end of the production process. In 2006,PY was adversely impacted with the implementation of our ERP system; however, post-implementation improvementsenabled us to exceed previous year’s levels.20 — External performance. We actively measure and track our warranty claims and costs. We utilize this information, alongwith other data, to drive continuous improvement initiatives relative to product quality and reliability. Through these efforts,we have seen decreasing rates of warranty payments over the last three years. • Productivity. We measure productivity on many fronts. Some key indicators include production line speed, man-hours pertrailer and inventory levels. Improvements over the last several years in these areas have translated into significant improvementsin our inventory turns, which is a commonly used measure of working capital efficiency, to approximately 10 and 11 turns peryear in 2006 and 2005, respectively, compared to approximately six turns in 2002. • Cost Reduction. During 2002, we introduced our Continuous Improvement (CI) initiative. Since introduction, over 500 CIevents have been completed with 80 executed in 2006. The scope in 2006 focused on the new ERP system, improved supplychain performance, improving Alpha line production levels, and continuing Branch CI activity. We rolled out CI training toadditional key support associates to capture increased savings in 2007, further embedding the continuous improvement cultureinto everything we do. We also continue to refine our systems to ensure the processes we create are sustained going forward.Industry TrendsFreight transportation in the United States, according to the American Trucking Association (ATA), was estimated to be a$623 billion industry in 2005 (the latest such information available). ATA estimates that approximately 69% of all freight tonnage iscarried by trucks at some point during its shipment, accounting for approximately 84% of freight industry revenue in the United States.Trailer demand is a direct function of the amount of freight to be transported. To monitor the state of the industry, we evaluate a numberof indicators related to trailer manufacturing and the transportation industry. Information is obtained from sources such as ACT, ATA,Cass Logistics and Eno Transportation Foundation. Recent trends we have observed include the following: • Improvement in the Number of Units Shipped. After reaching a high of approximately 306,000 units shipped in 1999,shipments by the U.S. trailer industry declined to approximately 140,000 units in 2001. Unit shipments rebounded toapproximately 183,000, 235,000, 256,000 and 277,000 in 2003, 2004, 2005 and 2006, respectively. ACT estimates shipmentswill be approximately 268,000 in 2007 and 274,000 in 2008. Our view is that shipments will be approximately 5% to 10% lowerthan the current 2007 ACT forecast due to a slower economic and freight demand environment and the impact of raw materialcosts on trailer prices. • Increasing Age of Truckload Motor Carrier Trailer Fleets. During the three-year period ending December 31, 2005 (thelatest such information available), the average age of trailer fleets increased from approximately 54 months to 59 months. Webelieve this increase resulted in part from deferred purchases by many motor carriers. This trend suggests to us that there may bepent-up replacement demand for trailers. • Stable Rate of New Trailer Orders. According to ACT, quarterly industry order placement rates remain stable, achieving permonth ranges of 12,500 to 32,500 in 2005, and 12,000 to 37,000 in 2006. Total trailer orders in 2006 were 278,000 units, a 6%increase from 262,000 units ordered in 2005. • Other Developments. Other developments and our view of their potential impact on the industry include: — New U.S. federal truck emission regulations took effect in January 1, 2007, resulting in cleaner, yet less fuel-efficient andmore costly tractor engines. As a consequence, many trucking firms accelerated purchases of tractors prior to the effectivedate of the regulation, significantly reducing the historical trailer-to-tractor ratio of 1.5 to 1, to 1.4 to 1 during 2006,according to ACT. While we foresee the trailer-to-tractor ratio continuing at slightly better than this level in 2007, we believethe ratio is unlikely to return to prior historic norms. — Technology advances in trailer tracking and route management implemented by motor carriers, which have led to increasedtrailer utilization and lowered trailer-to-tractor ratios, could result in reduced trailer demand.21 — Truck driver shortages experienced over the past several years have constrained freight market capacity growth in large partdue to the difficulty in hiring and retaining drivers. As a result, trucking companies are under increased pressure to look foralternative ways to move freight, leading to more intermodal freight movement. We believe that railroads are at or nearcapacity, which will limit their ability to grow and we therefore expect that the majority of freight will still be moved by truck.Results of OperationsThe following table sets forth certain operating data as a percentage of net sales for the periods indicated: Years Ended December 31, 2006 2005 2004 (Percentage of Net Sales) Net sales 100.0% 100.0% 100.0%Cost of sales 92.0 88.9 87.9 Gross profit 8.0 11.1 12.1 General and administrative expenses 4.0 3.2 4.0 Selling expenses 1.1 1.3 1.5 Impairment of goodwill 1.2 — — Income from operations 1.7 6.6 6.6 Interest expense (0.5) (0.5) (1.0)Foreign exchange gains and losses, net — — 0.1 Loss on debt extinguishment — — (0.1)Other, net — — 0.1 Income before income taxes 1.2 6.1 5.7 Income tax expense (benefit) 0.5 (3.1) 0.1 Net income 0.7% 9.2% 5.6%2006 Compared to 2005Net SalesNet sales in 2006 were $1.3 billion, an increase of $98.5 million, or 8.1%, compared to 2005. By business segment, net externalsales and related units sold were as follows (in millions, except unit data): Year Ended December 31, 2006 2005 % Change Sales by Segment: Manufacturing $1,120.7 $968.4 15.7%Retail and Distribution 191.5 245.3 (21.9)%Total $1,312.2 $1,213.7 8.1%New Trailers: (units) Manufacturing 55,500 50,500 9.9%Retail and Distribution 3,900 5,600 (30.4)%Total 59,400 56,100 5.9%Used Trailers 6,600 6,000 10.0%Manufacturing segment sales in 2006 were $1.1 billion, an increase of $152.3 million, or 15.7%, compared to 2005. The increasewas primarily due to the inclusion of $95.0 million in sales, or approximately 4,600 units, from Transcraft since the date of acquisitionand increased average selling prices for van trailers as van unit volumes were22 flat. The average selling prices for van trailers increased approximately 5.3% from 2005 due to our ability to pass along a portion of theincreases in material costs and changes in product mix as more higher-priced refrigerated units and fewer lower-priced convertible dolliesand containers were sold compared to the prior year.Retail and distribution segment sales were $191.5 million in 2006, a decrease $53.8 million, or 21.9%, compared to 2005. Newtrailer sales in this segment decreased $45.8 million and sales for parts and service declined $7.5 million in 2006 primarily as a result offewer retail outlets in operation during 2006. Used trailer sales were comparable with the prior year although selling prices were lessfavorable in 2006 due to product mix. .Gross ProfitGross profit in 2006 was $104.5 million compared to $134.5 million in 2005, a decrease of $30.0 million or 22.3%. Gross profit asa percent of sales was 8.0% in 2006 compared to 11.1% in 2005. As discussed below, both of our segments were impacted as follows (inmillions): Year Ended December 31, 2006 2005 % Change Gross Profit by Segment: Manufacturing $89.5 $112.9 (20.7)%Retail and Distribution 15.4 19.8 (22.2)%Intercompany Profit Eliminations (0.4) 1.8 Total Gross Profit $104.5 $134.5 (22.3)%Manufacturing segment gross profit in 2006 decreased $23.4 million or 20.7%. Gross profit as a percentage of sales was 8.0% in2006 compared to 11.7% in 2005. The decrease in gross profit and gross profit as a percentage of sales was largely due to the impact ofhigher raw material costs, primarily steel and aluminum. These were offset by gross profit contributions from Transcraft of$17.4 million since the date of acquisition. Additionally, the decrease was driven by manufacturing inefficiencies that arose in the secondand third quarters of 2006 related to parts shortages and issues with inbound logistics that had a detrimental impact on scheduling andproduction. These inefficiencies were primarily the result of issues arising from the implementation of our new ERP system.Retail and distribution segment gross profit in 2006 was $15.4 million, a decrease of $4.4 million, or 22.2% compared to 2005.This was a result of lower sales primarily driven by fewer retail outlets in 2006 as compared with 2005. The retail and distributionsegment’s gross profit as a percent of sales was 8.0% in 2006, compared to 8.1% in 2005.General and Administrative ExpensesGeneral and administrative expense increased $11.9 million to $51.2 million in 2006 from $39.3 million in 2005. The increase waslargely due to the inclusion of $6.4 million from Transcraft since the date of acquisition, including $4.0 million of amortization expensefor intangible assets acquired. Outside professional fees related to ERP implementation of $1.7 million, higher stock-based compensationcosts of $1.5 million, primarily the result of adoption of SFAS No. 123(R), and $1.5 million of additional amortization of our new ERPsystem, also contributed to the increase. These increases were slightly offset by a decrease of $1.2 million in employee compensation.Impairment of GoodwillAs part of the preparation of our financial statements, we conducted our annual impairment test of goodwill as of October 1, 2006and determined that the goodwill within the Retail and Distribution reporting unit was impaired. We determined that the book value of thereporting unit exceeded the estimated fair market value of the reporting unit as determined using the present value of expected future cashflows on the assessment date. After calculating the implied fair value of the goodwill by deducting the fair value of all tangible andintangible net assets of the reporting unit from the fair value of the reporting unit, it was determined that the recorded goodwill of$15.4 million was impaired. The goodwill impairment was the result of the revised outlook as determined by our budgeting process forfuture periods. Future periods are being impacted by recent changes in the pattern of used trailer grade23 activity by larger fleet operators resulting in longer trade cycles and increased levels of direct sales of used trailers by customers. Thesechanges impact both the profitability of used trailer and the parts and services operations. Also impacting future periods is the continuedreduction of our retail locations.Other Income (Expense)Interest expense increased $0.5 million, or 7.6%, in 2006 to $6.9 million due to increased average borrowings during the year asour cost of borrowing remained relatively flat.Income TaxesIn 2006, we recognized income tax expense of $6.9 million compared to a tax benefit of $37.0 million in 2005. The effective rate for2006 was 42.2%. This rate includes recognition of the reversal of valuation allowance and reserves primarily resulting from the settlementof certain state income tax positions totaling $4.8 million. We also recognized $5.6 million of valuation allowance against foreign lossesincurred during the year. As of December 31, 2006, we had approximately $70 million of remaining U.S. federal income tax net operatingloss carryforwards, which will expire in 2022 if unused, and which may be subject to other limitations on use under Internal RevenueService rules.In 2005, we determined that a portion of our previously reserved deferred tax assets were more likely than not realizable based oncriteria set forth in SFAS No. 109. As a result, we reversed $37.3 million of valuation allowance previously recorded and, additionally,we utilized $30.0 million of net operating losses (NOL) to offset 2005 income.2005 Compared to 2004Net SalesNet sales in 2005 increased $172.6 million compared to the 2004 period. By business segment, net external sales and related unitssold were as follows (in millions, except unit data): Year Ended December 31, 2005 2004 % Change Sales by Segment: Manufacturing $968.4 $806.0 20.1%Retail and Distribution 245.3 235.1 4.3%Total $1,213.7 $1,041.1 16.6%New Trailers: (units) Manufacturing 50,500 45,100 12.0%Retail and Distribution 5,600 6,100 (8.2)%Total 56,100 51,200 9.6%Used Trailers 6,000 6,900 (13.0%)Manufacturing segment sales increased due to higher unit volumes and prices, which were offset, in part, by a change in productmix resulting from an increased percentage of lower priced double, container and converter dolly units in 2005 as compared to 2004. Theincrease in sales prices resulted from our ability to pass through most increases in raw material costs. The volume increase was driven byincreases in the overall van industry, as well as our increased market share, penetration into the mid-market and ability to add customers.Sales for 2005 in the retail and distribution segment were up $10.2 million compared to the prior year. New trailer sales in thissegment increased $9.9 million primarily as a result of higher selling prices, which outpaced the impact of a decline in unit volume. Anincrease in used trailer sales of $5.1 million was achieved despite inventory constraints through the first three quarters of 2005, as sellingprices were positively impacted by market conditions and product mix. Sales for parts and service declined $2.8 million compared to the2004 period, due to having seven24 fewer full-service branches during part or all of 2005. Leasing revenues declined $2.0 million in 2005 from 2004, as we continue to wind-down that business.Gross ProfitGross profit in 2005 increased $8.7 million to $134.5 million compared to $125.8 million in 2004. Gross profit as a percent ofsales was 11.1% compared to 12.1% in 2004. As discussed below, both of our segments were impacted as follows (in millions): Year Ended December 31, 2005 2004 % Change Gross Profit by Segment: Manufacturing $112.9 $110.8 1.9%Retail and Distribution 19.8 16.8 17.9%Intercompany Profit Eliminations 1.8 (1.8) Total Gross Profit $134.5 $125.8 6.9%The manufacturing segment’s gross profit in 2005 was positively impacted by an increase in unit volume over 2004 and our abilityto raise prices to offset increases in average per trailer raw material costs, including the effects of product mix. Gross profit as a percentageof sales was 11.7% in 2005, a 2.0 percentage point decrease from 2004. The decrease in margin percentage was impacted by: • Product mix including a larger percentage of lower margin units being sold in 2005 as compared to 2004; • Manufacturing inefficiencies that arose towards the end of the second quarter 2005 related to the utilization of personnel, partsshortages and an increased focus on product quality; and • Start-up inefficiencies in the production of a new container product resulted in higher material, labor and overhead costs per unit.Further, gross profit in 2005 was negatively impacted by higher warranty expense of $3.1 million due in large part to additionalprovisions for trailers produced prior to 2003. We also incurred additional trailer delivery costs of $1.5 million in 2005 compared to 2004.The 2004 period benefited from the favorable outcome of residual contingencies of $0.8 million.The retail and distribution segment attained improved gross profit in 2005 through favorable market conditions and internalinitiatives. The retail and distribution segment’s gross profit as a percent of sales increased to 8.1% in 2005 from 7.1% in 2004. Parts andservice margins as a percent of sales were up in 2005 compared to 2004 due to favorable parts pricing policy changes and serviceproductivity gains from CI initiatives. Used trailer margins were up in 2005 due to the overall strength of the used trailer market. Newtrailer margins declined slightly in 2005 as selling price increases were unable to fully offset material cost increases. The 2004 periodincludes $1.1 million of profit related to RoadRailer® bogies from our finance and leasing business and $2.0 million of expense related tosoftware that become fully amortized in 2004.General and Administrative ExpensesGeneral and administrative expenses decreased $2.7 million to $39.3 million in 2005 from $42.0 million in 2004 primarily due toreductions in outside professional fees and compensation costs. The 2004 period included a recovery of taxes of $0.6 million.Other Income (Expense)Interest expense totaled $6.4 million in 2005, a decrease of $4.4 million from 2004 primarily due to reduced borrowings.Loss on debt extinguishment in 2004 of $0.6 million represents the write-off of deferred debt costs associated with the pay-off ofour Bank Term Loan with proceeds from the issuance of common stock.25 Other, net in 2005 was income of $0.3 million compared to income of $1.2 million in 2004. The income in 2004 was primarilyrelated to gains on the sale of properties.Income TaxesIn 2005, we analyzed our projected future income and determined that a portion of our previously reserved deferred tax assets weremore likely than not realizable based on criteria set forth in SFAS No. 109. As a result, we have reversed $37.3 million of valuationallowance previously recorded. In addition, we utilized $30.0 million of net operating losses (NOL) to offset current year income. Werecognized income tax expense of $0.6 million in the 2004 period primarily related to federal and state alternative minimum tax (AMT).We also have a U.S. federal tax net operating loss carryforward of approximately $96 million, which will expire beginning in 2022, ifunused, and which may be subject to other limitations under IRS rules.Liquidity and Capital ResourcesCapital StructureToday, our capital structure is comprised of a mix of equity and debt. As of December 31, 2006, our debt to equity ratio isapproximately 0.4:1.0. Our objective is to generate operating cash flows sufficient to fund normal working capital requirements, capitalexpenditures, to be positioned to take advantage of market opportunities, pay dividends and fund potential stock repurchases.Debt AmendmentOn March 6, 2007, we entered into a Second Amended and Restated Loan and Security Agreement (Revolving Facility) with ourlenders. The Revolving Facility replaced our prior facility. The Revolving Facility increased the capacity under the facility from$125 million to $150 million, subject to a borrowing base, and extended the maturity date of the facility from September 30, 2007 toMarch 6, 2012. The Revolving Facility provides for a letter of credit and letter of credit guaranty and a swingline loan subfacility andallows for overadvances in certain circumstances. In addition to Wabash National Corporation, certain of our subsidiaries are alsoborrowers under the Revolving Facility.The borrowing base equals (1) 90% of the net amount of eligible accounts, (2) plus the least of (a) 85% of the net orderly liquidationpercentage of eligible inventory and (b) the sum of (i) 85% of the net orderly liquidation value of eligible trailer inventory plus (ii) 75% ofthe value of eligible bill and hold inventory plus (iii) 70% of the value of eligible inventory consisting of raw materials or parts (includingbill and hold inventory not constituting eligible bill and hold inventory) plus (iv) 50% of the value of eligible inventory consisting ofwork-in-process (3) plus a fixed asset sublimit equal to $21 million which amount shall be reduced by $1 million on the first day of eachJanuary, April, July and October, commencing on April 1, 2007.We have the option to increase the credit facility by up to an additional $100 million during the term of the facility, subject to aborrowing base. The lenders under the Revolving Facility are under no obligation to provide any additional commitments and any increasein commitments will be subject to customary conditions precedent.Interest Rate and Fees. Borrowings under the Revolving Facility bear interest at a rate equal to, at our option, either (1) a base ratedetermined as Bank of America, N.A.’s prime rate for commercial loans or (2) a LIBOR rate determined on the basis of the offered ratesfor deposits in U.S. dollars, for a period of time comparable to the applicable interest rate period, which appears on the Telerate page 3750as of 11am (London time), on the day that is two London banking days preceding the first day of the interest period, in each case plus anapplicable margin. The applicable margin for borrowings under the Revolving Facility ranges from 0.00% to 0.75% for base rateborrowings and 1.25% to 2.25% for LIBOR borrowings, subject to adjustment based on the average availability under the RevolvingFacility. Until September 30, 2007, the applicable margin is 0.00% for base rate borrowings and 1.25% for LIBOR borrowings.In addition to paying interest on the outstanding principal under the Revolving Facility, we are required to pay an annual agency feeto our administrative agent in the amount of $50,000 each year the Revolving Facility is26 outstanding other than the first year. We are also required to pay an unused line fee equal to 0.25% on the unused portion of the RevolvingFacility and other customary fees.Mandatory Repayments. If we receive proceeds from the sale of any collateral or certain other dispositions, we are required to repaya sum equal to 100% of the net proceeds (including insurance payments but net of costs and taxes incurred in connection with the sale orevent). If we issue any additional indebtedness (excluding any indebtedness issued in connection with a refinancing of our SeniorConvertible Notes), we are required to repay a sum equal to 100% of the net proceeds of the issuance of the indebtedness. If we issueequity other than certain customary exceptions, we are required to repay a sum equal to 50% of the net proceeds of the issuance.Further, if we receive proceeds from any tax refunds, indemnity payments or pension plan reversions, we are required to repay asum equal to 100% of the proceeds.Any repayment shall be applied to reduce the outstanding principal balance of the Revolving Facility but shall not permanentlyreduce the capacity to borrow under the facility.If an event of default has occurred, we may be required to repay the outstanding balance under the Revolving Facility, together withaccrued and unpaid interest thereon and all other fees and obligations accrued there under.Voluntary Repayments. We may repay the outstanding balance under the Revolving Facility from time to time without premium orpenalty other than customary breakage costs with respect to LIBOR loans. In addition, we may opt to reduce the capacity under theRevolving Facility in an aggregate amount not to exceed $25 million during the term of the Revolving Facility. Upon 30 days’ prior writtennotice, we may terminate the Revolving Facility if we have satisfied all outstanding obligations under the Revolving Facility and cashcollateralized any outstanding letters of credit and letters of credit guaranties.Guarantees and Security. Certain of our subsidiaries unconditionally guaranty all obligations under the Revolving Facility. Allobligations under the Revolving Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, by a first-priority security interest in, or pledge of, certain personal and real property of the Company and certain direct and indirect subsidiaries,including inventory, accounts, certain investment property, shares of capital stock in each domestic subsidiary, general intangibles,intellectual property, certain security and deposit accounts and certain related assets and proceeds of the foregoing.Certain Covenants and Events of Default. The Revolving Facility includes certain covenants that restrict, among other things andsubject to certain exceptions, our ability and the ability of our subsidiaries to: • incur additional debt; • pay any distributions, including dividends on our common stock in excess of $20 million per year; • repurchase our common stock in excess of $50 million over the term of the agreement; • consolidate, merge or transfer all or substantially all of our assets; • make certain investments, loans, mergers and acquisitions; • enter into material transactions with affiliates unless in the ordinary course, upon fair and reasonable terms and no less favorablethan would be obtained in a comparable arms-length transaction; • use proceeds from the Revolving Facility to make payment on certain indebtedness, excluding certain payments relating to ourSenior Convertible Notes and indebtedness incurred in connection with a repurchase of our Senior Convertible Notes; • amend the terms of certain indebtedness; • sell, lease or dispose of certain assets; • amend our organizational documents in certain circumstances; • enter into operating leases with an aggregate rentals payable in excess of $10 million;27 • change in any material respect the nature of our business conducted as of March 6, 2007; and • create certain liens.Additionally, should our available borrowing capacity drop below $30 million, we would be subject to a minimum fixed chargecoverage ratio of 1.1:1.0 which could limit our ability to make capital expenditures and stock repurchases and further limit the amount ofdividends we could pay. Also, the definition of earnings before interest, taxes, depreciation and amortization (EBITDA) was furtheramended to exclude expenses relating to the issuance of any new convertible indebtedness.The Revolving Facility also requires that no later than May 1, 2008, we do one or more of the following in connection with ourSenior Convertible Notes: (i) repurchase all or a portion of the Senior Convertible Notes, (ii) defease any outstanding indebtednessevidenced by the Senior Convertible Notes or (iii) institute cash reserves equal to the outstanding principal balance of the SeniorConvertible Notes from funds other than proceeds from the Revolving Facility, which cash reserves shall only be used to satisfy ourobligations under the Senior Convertible Notes and which shall remain in place until the Senior Convertible Notes have been paid in full.The Revolving Facility also contains additional customary affirmative covenants and events of default, including among otherevents, certain cross defaults, business disruption, condemnation and change in ownership.Previous Amendments. Prior to entering into the Revolving Facility on February 14, 2006, we and our lenders entered into aconsent and amendment of the prior facility. The consent allowed the completion of the Transcraft acquisition. Additionally, the definitionof EBITDA was amended to exclude expenses relating to stock options and restricted stock grants, which are additional add-backs toEBITDA.On September 23, 2005, we and our lenders also entered into an amendment of the prior facility to, among other things, allowdividend payments up to $20 million per fiscal year and allow the repurchase of up to $50 million of common stock over the remainingterm of the agreement. Under the repurchase program, adopted by our Board of Directors on September 26, 2005, we could repurchaseup to two million shares of our common stock on the open market or in private transactions, at times and amounts deemed appropriate.On August 9, 2006, our Board of Directors approved an amendment to our repurchase program allowing us to repurchase up to$50 million without limitation on the number of shares. We may limit or terminate the program at any time. During 2006 and 2005, werepurchased 726,300 and 189,000 shares at a cost of $10.5 million and $3.4 million, respectively. The total amount purchased under theprogram as of December 31, 2006 was 915,300 shares at a cost of $13.9 million. In 2006 and 2005, we declared dividends of$5.7 million and $5.6 million, respectively.Cash FlowOperating activities provided $51.8 million in cash in 2006 compared to $50.5 million in 2005. Working capital utilized$4.2 million of cash in 2006 compared to $40.7 million in 2005. The use by working capital in 2006 was more than offset by net income(adjusted for non-cash items) of $56.0 million in 2006 as outlined below: • Accounts receivables decreased $26.1 million during 2006 compared to an increase of $43.6 million in 2005, due to lower vansales in December 2006 compared to 2005 driven by the timing of customer shipments. Days sales outstanding (DSO), ameasure of working capital efficiency that measures the amount of time a receivable is outstanding, was approximately 28 daysin 2006 compared to 35 days in 2005. • Inventory increased $20.3 million during 2006 compared to an increase of $13.7 million in 2005. The 2006 increase is dueprimarily to higher new trailer inventories, increased raw materials inventory related primarily to tires as we procured stock inadvance of requirements to ensure availability of product and increased raw material prices for commodities such as steel andaluminum. Inventory turns, a commonly used measure of working capital efficiency that measures how quickly inventoryturns, were 10 times in 2006 compared to 11 times in 2005.Investing activities used $75.1 million during 2006, including $69.3 million used for the Transcraft acquisition and $12.9 millionfor capital improvement projects, most notably our ERP implementation of $5.6 million.28 Financing activities used $14.2 million during 2006, primarily due to the repurchase of common stock and payment of dividends.As of December 31, 2006, our liquidity position, defined as cash on hand and available borrowing capacity, amounted toapproximately $147.4 million and total debt and lease obligations amounted to approximately $130.0 million, including $5.0 million ofoff-balance sheet operating leases. We expect that in 2007, we will be able to generate sufficient cash flow from operations to fund workingcapital, capital expenditure requirements and quarterly dividend payments.Capital ExpendituresCapital spending amounted to $12.9 million for 2006 and is anticipated to be in the range of $13-16 million for 2007.OutlookAccording to the most recent ACT estimates, total trailer industry sales are expected to be down from 2006 to approximately268,000 units in 2007 and 274,000 units in 2008. As mentioned previously, our view is that shipments will be approximately 5% to 10%lower than the current 2007 ACT forecast. ACT has further reported that industry order rates continue to be healthy with cancellationsremaining lower than expected.As we look ahead to 2007, we anticipate only a modest decrease in van industry production. ACT is estimating that the industrywill ship 184,000 units in 2007 compared to 193,000 shipped in 2006. We expect to sell approximately 47,000 vans in 2007, compared to52,000 in 2006. This modest industry decrease reflects the expected slower economic growth in the first half of 2007. From a platformtrailer standpoint, ACT is estimating that the industry will ship 29,000 units in 2007, compared to 33,000 shipped in 2006. ThroughTranscraft, we expect to sell approximately 5,000 platform trailers, compared to 4,600 in 2006. The decrease in the platform market isattributed to a slower economy and new housing construction market. Overall, ACT is predicting that the trailer industry will remainhealthy through 2008.We believe we are in a strong position in the industry because (1) our core customers are among the dominant participants in thetrucking industry, (2) our DuraPlate® trailer continues to have increased market acceptance, (3) our focus is on developing solutions thatreduce our customers trailers maintenance costs, and (4) we expect some expansion of our presence into the mid-market carriers. In 2006,we added approximately 70 new mid-market customers accounting for orders of over 4,300 new trailers. Since implementing our mid-market sales strategy three years ago, we have added over 200 new mid-market customers accounting for orders for over 15,000 newtrailers.The 2007 year will also see us facing pricing headwinds and continued pressure from raw material and component pricing. As hasbeen our policy, we expect to attempt to pass along raw material and component price increases to our customers. Looking ahead, we havea focus on continuing to develop innovative new products that both add value to our customers’ operations and allow us to continue todifferentiate our products from the competition to increase profitability.29 Contractual Obligations and Commercial CommitmentsA summary of payments of our contractual obligations and commercial commitments, both on and off balance sheet, as ofDecember 31, 2006 are as follows (in millions): 2007 2008 2009 2010 2011 Thereafter Total DEBT (excluding interest): Senior Convertible Notes $— $125.0 $— $— $— $— $125.0 Bank Revolver (due 2012) — — — — — — — TOTAL DEBT $— $125.0 $— $— $— $— $125.0 OTHER: Operating Leases $1.8 $1.3 $0.8 $0.6 $0.3 $0.2 $5.0 TOTAL OTHER $1.8 $1.3 $0.8 $0.6 $0.3 $0.2 $5.0 OTHER COMMERCIAL COMMITMENTS: Letters of Credit $7.5 $— $— $— $— $— $7.5 Purchase Commitments 40.1 — — — — — 40.1 Residual Guarantees 1.8 — — — — — 1.8 TOTAL OTHER COMMERCIALCOMMITMENTS $49.4 $— $— $— $— $— $49.4 TOTAL OBLIGATIONS $51.2 $126.3 $0.8 $0.6 $0.3 $0.2 $179.4 Residual guarantees represent commitments related to certain new trailer sales transactions prior to 2002 where we had entered intoagreements to guarantee end-of-term residual value. The agreements also contain an option for us to purchase the used equipment at apredetermined price. We have purchase options of $4.7 million on the aforementioned trailers.Operating leases represent the total future minimum lease payments.We have $40.1 million in purchase commitments through December 2007 for aluminum, which is within normal productionrequirements.Significant Accounting Policies and Critical Accounting EstimatesOur significant accounting policies are more fully described in Note 2 to our consolidated financial statements. Certain of ouraccounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculatingfinancial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on ourhistorical experience, terms of existing contracts, our evaluation of trends in the industry, information provided by our customers andinformation available from other outside sources, as appropriate.We consider an accounting estimate to be critical if: • it requires us to make assumptions about matters that were uncertain at the time we were making the estimate; and • changes in the estimate or different estimates that we could have selected would have had a material impact on our financialcondition or results of operations.30 The table below presents information about the nature and rationale for our critical accounting estimates: Critical Estimate Nature of Estimates Assumptions/ Balance Sheet Caption Item Required Approaches Used Key FactorsOther accrued liabilities and othernoncurrent liabilities Warranty Estimating warranty requiresus to forecast the resolutionof existing claims andexpected future claims onproducts sold. We base our estimate onhistorical trends of units soldand payment amounts,combined with our currentunderstanding of the statusof existing claims, recallcampaigns and discussionswith our customers. Failure rates and estimatedrepair costs Accounts receivable, net Allowance for doubtfulaccounts Estimating the allowance fordoubtful accounts requiresus to estimate the financialcapability of customers topay for products. We base our estimates onhistorical experience, thetime an account isoutstanding, customer’sfinancial condition andinformation from credit ratingservices. Customer financial condition Inventories Lower of cost or marketwrite-downs We evaluate future demandfor products, marketconditions and incentiveprograms. Estimates are based onrecent sales data, historicalexperience, external marketanalysis and third partyappraisal services. Market conditionsProduct type Property, plant and equipment,goodwill, intangible assets, andother assets Valuation of long- livedassets and investments We are required fromtime-to-time to review therecoverability of certain ofour assets based onprojections of anticipatedfuture cash flows, includingfuture profitabilityassessments of variousproduct lines. We estimate cash flows usinginternal budgets based onrecent sales data, andindependent trailerproduction volume estimates. Future production estimatesDiscount rate Deferred income taxes Recoverability of deferredtax assets - in particular, netoperating loss carry-forwards We are required to estimatewhether recoverability of ourdeferred tax assets is morelikely than not based onforecasts of taxable earnings. We use projected futureoperating results, basedupon our business plans,including a review of theeligible carry-forward period,tax planning opportunitiesand other relevantconsiderations. Variances in future projectedprofitability, including bytaxing entityTax law changesIn addition, there are other items within our financial statements that require estimation, but are not as critical as those discussedabove. Changes in estimates used in these and other items could have a significant effect on our consolidated financial statements. Thedetermination of the fair market value of new and used trailers is subject to variation particularly in times of rapidly changing marketconditions. A 5% change in the valuation of our inventories would be approximately $7 million.31 OtherInflationWe have historically been able to offset the impact of rising costs through productivity improvements as well as selective priceincreases. As a result, inflation has not had, and is not expected to have a significant impact on our business.New Accounting PronouncementsShare-Based PaymentsIn December 2004, the Financial Accounting Standard Board (FASB) issued Statement of Financial Accounting Standards (SFAS)No. 123 (revised 2004), Share-Based Payment. SFAS No. 123(R), which is a revision of SFAS No. 123, Accounting for Stock-BasedCompensation, superseded APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statementsof Cash Flows. Statement No. 123(R) requires that all share-based payments to employees, including grants of employee stock options,to be recognized in the financial statements based upon their fair value. The current pro forma disclosure of the impact on earnings is nolonger allowed. We adopted this Statement effective January 1, 2006.Income TaxesIn June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FinancialAccounting Standard 109, Accounting for Income Taxes (FIN 48), to create a single model to address uncertainty in tax positions.FIN 48 purports to clarify accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required tomeet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification,interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning afterDecember 15, 2006. We will adopt FIN 48 as of January 1, 2007, as required. The adoption of FIN 48 will not have a material impact onour financial position and results of operations.Fair Value MeasurementsIn September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS 157 provides guidance for using fairvalue to measure assets and liabilities and only applies when other standards require or permit the fair value measurement of assets andliabilities. It does not expand the use of fair value measurement. This Statement is effective for fiscal years beginning after November 15,2007. Adoption of this Statement is not expected to have a material impact on our financial position, results of operations or cash flows.Inventory CostsIn November 2004, the FASB issued SFAS No. 151, Inventory Costs — an amendment of Accounting Research Bulletin (ARB)No. 43, Chapter 4. The Statement clarified that abnormal amounts of idle facility expense, freight, handling costs and wasted materialsshould be recognized as current-period expenses regardless of how abnormal the circumstances. In addition, this Statement required thatthe allocation of fixed overheads to the costs of conversion be based upon normal production capacity levels. The Statement was effectivefor inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of this Statement had no impact on ourfinancial position, results of operations and cash flows.ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKIn addition to the risks inherent in our operations, we have exposure to financial and market risk resulting from volatility incommodity prices, interest rates and foreign exchange rates. The following discussion provides additional detail regarding our exposure tothese risks.32 a. Commodity Price RisksWe are exposed to fluctuation in commodity prices through the purchase of raw materials that are processed from commodities suchas aluminum, steel, wood and polyethylene. Given the historical volatility of certain commodity prices, this exposure can significantlyimpact product costs. Historically, we have managed aluminum price changes by entering into fixed price contracts with our suppliers.As of December 31, 2006, we had $40.1 million in raw material purchase commitments through December 2007 for materials that will beused in the production process. We typically do not set prices for our products more than 45-90 days in advance of our commoditypurchases and can, subject to competitive market conditions, take into account the cost of the commodity in setting our prices for eachorder. To the extent that we are unable to offset the increased commodity costs in our product prices, our results would be materially andadversely affected.b. Interest RatesAs of December 31, 2006, we had no floating rate debt outstanding. For 2006, we maintained an average floating rate borrowinglevel of $12.0 million under our revolving line of credit. Based on this average borrowing level, a hypothetical 100 basis-point increase inthe floating interest rate from the current level would correspond to approximately a $0.1 million increase in interest expense over a one-year period. This sensitivity analysis does not account for the change in the competitive environment indirectly related to the change ininterest rates and the potential managerial action taken in response to these changes.c. Foreign Exchange RatesWe are subject to fluctuations in the Canadian dollar exchange rate that impact intercompany transactions with our Canadiansubsidiary, as well as U.S. denominated transactions between the Canadian subsidiaries and unrelated parties. A five cent change in theCanadian exchange rate would have an immaterial impact on results of operations. We do not hold or issue derivative financialinstruments for speculative purposes.33 ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA PagesReport of Independent Registered Public Accounting Firm 35 Consolidated Balance Sheets as of December 31, 2006 and 2005 36 Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004 37 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2006, 2005 and 2004 38 Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004 39 Notes to Consolidated Financial Statements 4034 Report of Independent Registered Public Accounting FirmThe Board of Directors and Shareholders of Wabash National CorporationWe have audited the accompanying consolidated balance sheets of Wabash National Corporation as of December 31, 2006 and 2005, andthe related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period endedDecember 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express anopinion on these financial statements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position ofWabash National Corporation at December 31, 2006 and 2005, and the consolidated results of its operations and its cash flows for eachof the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.As discussed in Note 9 to the Consolidated Financial Statements, the Company adopted Statement of Financial Accounting StandardsNo. 123(R), “Share-Based Payment,” in 2006.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), theeffectiveness of Wabash National Corporation’s internal control over financial reporting as of December 31, 2006, based on criteriaestablished in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the TreadwayCommission and our report dated March 7, 2007 expressed an unqualified opinion thereon.ERNST & YOUNG LLPIndianapolis, IndianaMarch 7, 200735 WABASH NATIONAL CORPORATIONCONSOLIDATED BALANCE SHEETS(Dollars in thousands) December 31, 2006 2005 ASSETSCURRENT ASSETS: Cash and cash equivalents $29,885 $67,437 Accounts receivable, net 110,462 131,671 Inventories 133,133 108,044 Deferred income taxes 26,650 40,550 Prepaid expenses and other 4,088 8,897 Total current assets 304,218 356,599 PROPERTY, PLANT AND EQUIPMENT, net 129,325 131,561 EQUIPMENT LEASED TO OTHERS, net 1,302 7,646 DEFERRED INCOME TAXES — 3,050 GOODWILL 66,692 33,018 INTANGIBLE ASSETS 35,998 2,116 OTHER ASSETS 18,948 14,663 $556,483 $548,653 LIABILITIES AND STOCKHOLDERS’ EQUITYCURRENT LIABILITIES: Accounts payable $90,632 $84,147 Current maturities of long-term debt — 500 Other accrued liabilities 58,706 58,751 Total current liabilities 149,338 143,398 LONG-TERM DEBT, net of current maturities 125,000 125,000 DEFERRED INCOME TAXES 1,556 — OTHER NONCURRENT LIABILITIES AND CONTINGENCIES 2,634 1,553 STOCKHOLDERS’ EQUITY: Preferred stock, 25,000,000 shares authorized, no shares issued or outstanding — — Common stock 75,000,000 shares authorized, $0.01 par value, 30,480,034 and 31,079,958 sharesissued and outstanding, respectively 319 315 Additional paid-in capital 342,737 337,327 Retained deficit (52,887) (56,653)Accumulated other comprehensive income 2,975 2,358 Treasury stock at cost, 974,900 and 248,600 common shares, respectively (15,189) (4,645)Total stockholders’ equity 277,955 278,702 $556,483 $548,653 The accompanying notes are an integral part of these Consolidated Statements.36 WABASH NATIONAL CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS(Dollars in thousands, except per share amounts) Years Ended December 31, 2006 2005 2004 NET SALES $1,312,180 $1,213,711 $1,041,096 COST OF SALES 1,207,687 1,079,196 915,310 Gross profit $104,493 $134,515 $125,786 GENERAL AND ADMINISTRATIVE EXPENSES 51,157 39,301 42,026 SELLING EXPENSES 15,070 15,220 14,977 IMPAIRMENT OF GOODWILL 15,373 — — Income from operations $22,893 $79,994 $68,783 OTHER INCOME (EXPENSE): Interest expense (6,921) (6,431) (10,809)Foreign exchange gains and losses, net (77) 231 463 Loss on debt extinguishment — — (607)Other, net 407 262 1,175 Income before income taxes $16,302 $74,056 $59,005 INCOME TAX EXPENSE (BENEFIT) 6,882 (37,031) 600 Net income $9,420 $111,087 $58,405 COMMON STOCK DIVIDENDS DECLARED $0.18 $0.18 $— BASIC NET INCOME PER SHARE $0.30 $3.57 $2.10 DILUTED NET INCOME PER SHARE $0.30 $3.06 $1.80 COMPREHENSIVE INCOME Net income $9,420 $111,087 $58,405 Foreign currency translation adjustment 617 649 1,137 NET COMPREHENSIVE INCOME $10,037 $111,736 $59,542 The accompanying notes are an integral part of these Consolidated Statements.37 WABASH NATIONAL CORPORATIONCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY(Dollars in thousands) Additional Retained Other Common Stock Paid-in Earnings Comprehensive Treasury Shares Amount Capital (Deficit) Income (Loss) Stock Total BALANCES, December 31, 2003 26,849,257 $269 $242,682 $(220,502) $992 $(1,279) $22,162 Net income for the year — — — 58,405 — — 58,405 Foreign currency translation — — — — 1,137 — 1,137 Stock-based compensation 20,242 — 425 — — — 425 Common stock issued under: Equity offering 3,450,000 35 75,667 — — — 75,702 Employee stock bonus plan 7,720 — 224 — — — 224 Stock option plan 476,498 4 6,407 — — — 6,411 Outside directors’ plan 3,653 1 107 — — — 108 BALANCES, December 31, 2004 30,807,370 $309 $325,512 $(162,097) $2,129 $(1,279) $164,574 Net income for the year — — — 111,087 — — 111,087 Foreign currency translation — — — — 649 — 649 Foreign currency translation realized on asset disposal — — — — (420) — (420)Stock-based compensation 58,867 2 1,545 — — — 1,547 Stock repurchase (189,000) — — — — (3,366) (3,366)Common stock dividends — — — (5,643) — — (5,643)Tax benefit from stock-based compensation — — 6,253 — — — 6,253 Common stock issued under: Employee stock bonus plan 5,220 — 116 — — — 116 Stock option plan 391,281 4 3,751 — — — 3,755 Outside directors’ plan 6,220 — 150 — — — 150 BALANCES, December 31, 2005 31,079,958 $315 $337,327 $(56,653) $2,358 $(4,645) $278,702 Net income for the year — — — 9,420 — — 9,420 Foreign currency translation — — — — 617 — 617 Stock-based compensation 14,492 3 3,975 — — — 3,978 Stock repurchase (726,300) — — — — (10,544) (10,544)Common stock dividends — — — (5,654) — — (5,654)Tax benefit from stock-based compensation — — 352 — — — 352 Common stock issued under: Employee stock bonus plan 970 — 4 — — — 4 Stock option plan 90,278 1 761 — — — 762 Outside directors’ plan 20,636 — 318 — — — 318 BALANCES, December 31, 2006 30,480,034 $319 $342,737 $(52,887) $2,975 $(15,189) $277,955 The accompanying notes are an integral part of these Consolidated Statements.38 WABASH NATIONAL CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars in thousands) Years Ended December 31, 2006 2005 2004 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $9,420 $111,087 $58,405 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 20,598 15,547 19,441 Net (gain) loss on the sale of assets (796) 344 (2,089)Deferred income taxes 7,744 (37,347) — Cash used for restructuring activities — — (3,007)Loss on debt extinguishments — — 607 Excess tax benefits from stock-based compensation (352) — — Stock-based compensation 3,978 1,547 426 Impairment of goodwill 15,373 — — Changes in operating assets and liabilities: Accounts receivable 26,141 (43,565) (20,871)Finance contracts 1,497 3,623 5,070 Inventories (20,332) (13,704) (8,037)Prepaid expenses and other 1,716 (141) (716)Accounts payable and accrued liabilities (15,649) 12,395 5,081 Other, net 2,431 714 2,614 Net cash provided by operating activities $51,769 $50,500 $56,924 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (12,931) (30,880) (15,495)Acquisition, net of cash acquired (69,307) — — Proceeds from the sale of property, plant and equipment 7,121 11,736 6,800 Net cash used in investing activities $(75,117) $(19,144) $(8,695)CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 762 3,755 5,261 Excess tax benefits from stock-based compensation 352 — — Proceeds from issuance of common stock — — 75,702 Borrowings under revolving credit facilities 243,313 15,414 667,522 Payments under revolving credit facilities (243,313) (15,414) (727,879)Payments under long-term debt obligations (500) (2,000) (39,459)Repurchase of common stock (9,164) (3,366) — Common stock dividends paid (5,654) (4,236) — Net cash used in financing activities $(14,204) $(5,847) $(18,853)NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS $(37,552) $25,509 $29,376 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 67,437 41,928 12,552 CASH AND CASH EQUIVALENTS AT END OF YEAR $29,885 $67,437 $41,928 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $5,266 $4,814 $9,021 Income taxes paid, net $41 $739 $1,137 The accompanying notes are an integral part of these Consolidated Statements.39 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS1. DESCRIPTION OF THE BUSINESSWabash National Corporation (the Company) designs, manufactures and markets standard and customized truck trailers andintermodal equipment under the Wabash®, DuraPlate®, DuraPlateHD®, FreightPro®, Articlite®, RoadRailer®, Transcraft® Eagle®,Eagle II® and D-Eagle® trademarks. The Company’s wholly-owned subsidiary, Wabash National Trailer Centers, Inc. (WNTC), sellsnew and used trailers through its retail network and provides aftermarket parts and service for the Company’s and competitors’ trailersand related equipment.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESa. Basis of ConsolidationThe consolidated financial statements reflect the accounts of the Company and its wholly-owned and majority-owned subsidiaries.All significant intercompany profits, transactions and balances have been eliminated in consolidation. Certain reclassifications have beenmade to prior periods to conform to the current year presentation. These reclassifications had no effect on net income for the periodspreviously reported.b. Use of EstimatesThe preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requiresmanagement to make estimates and assumptions that directly affect the amounts reported in its consolidated financial statements andaccompanying notes. Actual results could differ from these estimates.c. Foreign Currency AccountingThe financial statements of the Company’s Canadian subsidiary have been translated into U.S. dollars in accordance withFinancial Accounting Standards Board (FASB) Statement No. 52, Foreign Currency Translation. Assets and liabilities have beentranslated using the exchange rate in effect at the balance sheet date. Revenues and expenses have been translated using a weighted-averageexchange rate for the period. The resulting translation adjustments are recorded as Accumulated Other Comprehensive Income inStockholders’ Equity. Gains or losses resulting from foreign currency transactions are included in Foreign Exchange Gains andLosses, net on the Company’s Consolidated Statements of Operations.The Company has continued to designate a $30 million Canadian dollar intercompany loan as a permanent investment. Gains andlosses associated with this investment are charged to Accumulated Other Comprehensive Income in the Consolidated Balance Sheets.As of December 31, 2006, 2005 and 2004, accumulated gains of $3.5 million, $3.5 million and $2.6 million, respectively, have beenrecorded related to this permanent investment.d. Revenue RecognitionThe Company recognizes revenue from the sale of trailers and aftermarket parts when the customer has made a fixed commitment topurchase the trailers for a fixed or determinable price, collection is reasonably assured under the Company’s billing and credit terms andownership and all risk of loss has been transferred to the buyer, which is normally upon shipment or pick up by the customer.The Company recognizes revenue from direct finance leases based upon a constant rate of return while revenue from operating leasesis recognized on a straight-line basis in an amount equal to the invoiced rentals.e. Used Trailer Trade Commitments and Residual Value GuaranteesThe Company has commitments with certain customers to accept used trailers on trade for new trailer purchases. Thesecommitments arise in the normal course of business related to future new trailer orders at the time a new trailer order is placed by thecustomer. The Company acquired used trailers of approximately $36.9 million, $55.3 million and $37.9 million in 2006, 2005 and2004, respectively. As of December 31, 2006 and 2005, the40 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Company had approximately $18.0 million and $10.9 million, respectively, of outstanding trade commitments. On occasion, the amountof the trade allowance provided for in the used trailer commitments may exceed the net realizable value of the underlying used trailer. Inthese instances, the Company’s policy is to recognize the loss related to these commitments at the time the new trailer revenue isrecognized. The net realizable value of the used trailers subject to the remaining outstanding trade commitments was approximately$16.6 million and $9.8 million as of December 31, 2006 and 2005, respectively.In connection with certain new trailer sale transactions prior to 2002, the Company had entered into agreements to guaranteeend-of-term residual value, which contain an option for the Company to purchase the used equipment at a pre-determined price. Since2002, the Company has not provided any additional used trailer residual guarantees. The Company recognizes a loss contingency forused trailer residual commitments for the difference between the equipment’s purchase price and its fair value when it becomes probablethat the purchase price at the guarantee date will exceed the equipment’s fair market value at that date.Under these agreements, future guarantee payments that may be required as of December 31, 2006 were $1.8 million for 2007. Thepurchase option on the equipment as of December 31, 2006 was $4.7 million. In relation to the guarantees, as of December 31, 2006 and2005, the Company recorded loss contingencies of less than $0.1 million.f. Cash and Cash EquivalentsCash equivalents consist of highly liquid investments, which are readily convertible into cash and have maturities of three monthsor less.g. Accounts Receivable and Finance ContractsAccounts receivable are shown net of allowance for doubtful accounts and primarily include trade receivables. Finance contracts, netof allowances, totaled less than $0.1 million and $1.5 million as of December 31, 2006 and 2005, respectively, and are reported withinPrepaid expenses and other on the Consolidated Balance Sheets. The Company records and maintains a provision for doubtfulaccounts for customers based upon a variety of factors including the Company’s historical experience, the length of time the account hasbeen outstanding and the financial condition of the customer. If the circumstances related to specific customers were to change, theCompany’s estimates with respect to the collectibility of the related accounts could be further adjusted. Provisions to the allowance fordoubtful accounts are charged to General and Administrative Expenses in the Consolidated Statements of Operations. The activity inthe allowance for doubtful accounts was as follows (in thousands): Years Ended December 31, 2006 2005 2004 Balance at beginning of year $1,807 $2,985 $4,160 Expense (income) 36 (98) (231)Write-offs, net (426) (1,080) (944)Balance at end of year $1,417 $1,807 $2,985 41 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)h. InventoriesInventories are primarily stated at the lower of cost, determined on the first-in, first-out (FIFO) method, or market. The cost ofmanufactured inventory includes raw material, labor and overhead. Inventories consist of the following (in thousands): December 31, 2006 2005 Raw materials and components $50,398 $42,886 Work in progress 1,157 10,537 Finished goods 64,299 27,392 Aftermarket parts 5,770 4,975 Used trailers 11,509 22,254 $133,133 $108,044 i. Prepaid Expenses and OtherPrepaid expenses and other as of December 31, 2006 and 2005 were $4.1 million and $8.9 million, respectively. Prepaid expensesand other primarily included prepaid expenses, such as insurance premiums, computer software maintenance, finance contracts andassets held for sale. Assets held for sale, which included closed manufacturing facilities and branch locations, were $1.8 million as ofDecember 31, 2005. During 2006, the Company sold the remaining properties at amounts that approximated carrying values.j. Property, Plant and EquipmentProperty, plant and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred, while expendituresthat extend the useful life of an asset are capitalized. Depreciation is recorded using the straight-line method over the estimated useful livesof the depreciable assets. The estimated useful lives are up to 33 years for buildings and building improvements and a range of three to10 years for machinery and equipment. Depreciation expense on property, plant and equipment was $12.8 million, $12.3 million and$13.0 million for 2006, 2005 and 2004, respectively.Property, plant and equipment consist of the following (in thousands): December 31, 2006 2005 Land $21,147 $20,820 Buildings and building improvements 88,218 85,301 Machinery and equipment 144,353 129,780 Construction in progress 4,545 12,398 258,263 248,299 Less — accumulated depreciation (128,938) (116,738) $129,325 $131,561 k. Equipment Leased to OthersEquipment leased to others as of December 31, 2006 and 2005 was $1.3 million and $7.6 million, net of accumulated depreciationof $2.4 million and $5.3 million, respectively. Equipment leased to others is depreciated over the estimated life of the equipment or theterm of the underlying lease arrangement, not to exceed 15 years, with a 20% residual value or a residual value equal to the estimatedmarket value of the equipment at lease42 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)termination. Depreciation expense on equipment leased to others was $1.6 million, $2.2 million and $3.1 million for the years 2006,2005 and 2004, respectively. The future minimum lease payments to be received under the lease arrangements are less than $0.1 millionper year through 2009.l. GoodwillThe changes in the carrying amount of goodwill by reportable segment are as follows (in thousands): Retail and Manufacturing Distribution Total Balance as of January 1, 2005 $18,357 $16,154 $34,511 Effects of foreign currency — 534 534 Allocated to disposals — (2,027) (2,027)Balance as of December 31, 2005 $18,357 $14,661 $33,018 Effects of foreign currency — 712 712 Acquisition — Transcraft 48,335 — 48,335 Impairment — (15,373) (15,373)Balance as of December 31, 2006 $66,692 $— $66,692 In accordance with Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, theCompany tests goodwill for impairment on an annual basis or more frequently if an event occurs or circumstances change that couldmore likely than not reduce the fair value of a reporting unit below its carrying amount. The Company estimates fair value based upon thepresent value of future cash flows. In estimating the future cash flows, the Company takes into consideration the overall and industryeconomic conditions and trends, market risk of the Company and historical information.The Company conducted its annual impairment test as of October 1, 2006 and determined that no impairment of goodwill existedfor the Company’s reporting units within the Manufacturing reportable segment.The Company conducted its annual impairment test as of October 1, 2006 and determined that the goodwill within the Retail andDistribution reporting unit was impaired. The Company determined that the book value of the reporting unit exceeded the estimated fairvalue of the reporting unit as determined using the present value of expected future cash flows on the assessment date. After calculating theimplied fair value of the goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fairvalue of the reporting unit, it was determined that the recorded goodwill of $15.4 million was impaired. The goodwill impairment was theresult of the revised outlook as determined by Company’s budgeting process for future periods. Future periods are being impacted bychanges in the pattern of used trailer trade activity by larger fleet operators resulting in longer trade cycles and increased levels of directsales of the used trailers by customers. These changes impact both the profitability of used trailer and the parts and services operations.Also impacting future periods is the continued reduction of our retail locations.During December 2005, the Company sold three of its Canadian branch locations. As part of the transaction, $2.0 million ofgoodwill was allocated to the disposal. A net loss of $0.9 million was recorded on the sale in Other, net in the Consolidated Statements ofOperations. The allocation was based on the relative fair values of the retained and to be disposed of businesses.m. Intangible AssetsThe Company has intangible assets including patents, licenses, trade names, trademarks, customer relationships and technologycosts, which are being amortized on a straight-line basis over periods ranging from two to twenty years. As of December 31, 2006 and2005, the Company had gross intangible assets of $54.0 million ($36.0 million net of amortization), and $15.5 million ($2.1 million netof amortization), respectively. Amortization43 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)expense for 2006, 2005 and 2004 was $4.6 million, $0.9 million and $1.3 million, respectively, and is estimated to be $3.5 million,$3.3 million, $3.1 million, $3.1 million and $3.0 million for 2007, 2008, 2009, 2010 and 2011, respectively.n. Other AssetsThe Company capitalizes the cost of computer software developed or obtained for internal use in accordance with Statement ofPosition No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Capitalized software isamortized using the straight-line method over three to seven years. In 2005, the Company began a project to implement a new enterpriseresource planning system, which was completed in May 2006. As of December 31, 2006, $15.2 million of costs were capitalized relatedto the project. As of December 31, 2006 and 2005, the Company had software costs, net of amortization of $14.1 million and$10.1 million, respectively. Amortization expense for 2006, 2005 and 2004 was $1.6 million, $0.1 million and $2.0 million,respectively.o. Long-Lived AssetsLong-lived assets are reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal ofLong-Lived Assets, whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, thisprocess involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset is expected to generate overits remaining life. If this process were to result in the conclusion that the carrying value of a long-lived asset would not be recoverable, awrite-down of the asset to fair value would be recorded through a charge to operations. Fair value is determined based upon discountedcash flows or appraisals as appropriate.p. Other Accrued LiabilitiesThe following table presents the major components of Other Accrued Liabilities (in thousands): Years Ended December 31, 2006 2005 Customer deposits $8,257 $11,067 Warranty 14,978 10,217 Payroll and related taxes 13,020 9,832 Accrued taxes 6,536 7,851 Self-insurance 8,742 7,733 All other 7,173 12,051 $58,706 $58,751 The following table presents the changes in the product warranty accrual included in Other Accrued Liabilities (in thousands): 2006 2005 Balance at January 1 $10,217 $8,399 Provision for warranties issued in current year 5,333 4,974 Additional provisions for pre-existing warranties 3,547 3,298 Transcraft acquisition 2,100 — Payments (6,219) (6,454)Balance at December 31 $14,978 $10,217 44 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The Company’s warranty policy generally provides coverage for components of the trailer the Company produces or assembles.Typically, the coverage period is five years for trailers sold prior to 2005. Beginning in 2005, the coverage period for DuraPlate® trailerpanels was extended to 10 years, with all other components remaining at five years. The Company’s policy is to accrue the estimated costof warranty coverage at the time of the sale.The following table presents the changes in the self-insurance accrual included in Other Accrued Liabilities (in thousands): Self-Insurance Accrual Balance as of January 1, 2005 $8,159 Expense 24,442 Payments (24,868)Balance as of December 31, 2005 $7,733 Expense 26,295 Payments (25,286)Balance as of December 31, 2006 $8,742 The Company is self-insured up to specified limits for medical and workers’ compensation coverage. The self-insurance reserveshave been recorded to reflect the undiscounted estimated liabilities, including claims incurred but not reported, as well as catastrophicclaims as appropriate.q. Income TaxesThe Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liabilitymethod measures the expected tax impact at current enacted rates of future taxable income or deductions resulting from differences in thetax and financial reporting basis of assets and liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses andcredit carryforwards are recognized as deferred tax assets. Deferred tax assets are reduced by a valuation allowance to the extent theCompany concludes there is uncertainty as to their realization.r. New Accounting PronouncementsIncome Taxes. In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting forUncertainty in Income Taxes, an interpretation of Financial Accounting Standard 109, Accounting for Income Taxes (FIN 48), to createa single model to address uncertainty in tax positions. FIN 48 purports to clarify accounting for income taxes by prescribing a minimumrecognition threshold that a tax position is required to meet before being recognized in the financial statements. FIN 48 also providesguidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition.FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company will adopt FIN 48 as of January 1, 2007, asrequired. The adoption of FIN 48 will not have a material impact on the Company’s financial position and results of operations.Fair Value Measurements. In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157,Fair Value Measurements. The Statement provides guidance for using fair value to measure assets and liabilities and only applies whenother standards require or permit the fair value measurement of assets and liabilities. It does not expand the use of fair value measurement.This Statement is effective for fiscal years beginning after November 15, 2007. The adoption of this Statement is not expected to have amaterial impact on the Company’s financial position, results of operations and cash flows.Inventory Costs. In November 2004, the FASB issued SFAS No. 151, Inventory Costs — an amendment of AccountingResearch Bulletin (ARB) No. 43, Chapter 4. The Statement clarified that abnormal amounts of idle45 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)facility expense, freight, handling costs and wasted materials should be recognized as current-period expenses regardless of how abnormalthe circumstances. In addition, this Statement required that the allocation of fixed overheads to the costs of conversion be based uponnormal production capacity levels. The Statement was effective for inventory costs incurred during fiscal years beginning after June 15,2005. The adoption of this Statement had no impact on the Company’s financial position, results of operations and cash flows.3. FAIR VALUE OF FINANCIAL INSTRUMENTSSFAS No. 107, Disclosures About Fair Value of Financial Instruments, requires disclosure of fair value information for certainfinancial instruments. The differences between the carrying amounts and the estimated fair values, using the methods and assumptionslisted below, of the Company’s financial instruments at December 31, 2006, and 2005 were immaterial, with the exception of the SeniorConvertible Notes.Cash and Cash Equivalents, Accounts Receivable and Accounts Payable. The carrying amounts reported in the ConsolidatedBalance Sheets approximate fair value.Long-Term Debt. The fair value of long-term debt is estimated based on current quoted market prices for similar issues or debtwith the same maturities. The interest rates on the Company’s bank borrowings under its Bank Facility are adjusted regularly to reflectcurrent market rates. The estimated fair value of the Company’s Senior Convertible Notes, based on market quotes, is approximately$124 million and $141 million, compared to a carrying value of $125 million, as of December 31, 2006 and 2005, respectively.Foreign Currency Forward Contracts. From time-to-time, the Company holds foreign currency contracts to mitigate the impact ofCanadian currency fluctuations. No contracts were outstanding as of December 31, 2006 and $1.7 million were outstanding as ofDecember 31, 2005.4. ACQUISITIONAs part of the Company’s commitment to expand its customer base and grow its market leadership, Wabash National Corporationacquired all of the outstanding shares of Transcraft Corporation on March 3, 2006, for approximately $69.3 million in cash, including$0.6 million in closing costs, consisting primarily of legal and accounting fees. An additional purchase price payment of $4.5 million ispayable in the first half of 2007 based on Transcraft’s achievement of 2006 performance targets.Transcraft Corporation is the leading manufacturer of flatbed and drop deck trailers in North America. Transcraft operatesmanufacturing facilities in Anna, Illinois and Mt. Sterling, Kentucky. This acquisition allows Wabash and Transcraft to capitalize ontheir core competencies of product innovation, quality manufacturing and customer satisfaction. Transcraft’s operating results areincluded in the Company’s consolidated financial statements in the manufacturing segment from the date of acquisition.Goodwill and intangible assets of $48.3 million and $38.5 million, respectively, were recorded as a result of the acquisition. Theamount of goodwill that is expected to be deductible for tax purposes is $31.9 million. The intangible assets consisted of the following (inmillions): Amount Useful LifeCustomer Relationships $27.0 11 yearsTrademarks/Trade Names 10.0 20 yearsBacklog 1.5 Less than 1 year $38.5 46 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The aggregate purchase price of $73.8 million, including the additional purchase price payment of $4.5 million payable in 2007,was allocated to the opening balance sheet of Transcraft as follows (in thousands):Current Assets $9,587 Property, Plant & Equipment 4,532 Goodwill 48,335 Intangibles 38,500 Total Assets $100,954 Current Liabilities $16,385 Deferred Taxes 10,762 Total Liabilities $27,147 Net Assets Acquired $73,807 Unaudited Pro forma ResultsThe results of Transcraft are included in the Consolidated Statements of Operations from the date of acquisition. The followingunaudited pro forma information is shown below as if the acquisition of Transcraft had been completed as of the beginning of each fiscalyear presented (in thousands, except per share amounts). Twelve Months EndedDecember 31, 2006 2005 Sales $1,343,137 $1,310,864 Operating Income 28,629 90,123 Net Income 9,840 117,164 Basic Net Income per Share 0.32 3.76 Diluted Net Income per Share 0.31 3.22 The information presented above is for informational purposes only and is not necessarily indicative of the actual results that wouldhave occurred had the acquisition been consummated at the beginning of the respective period, nor are they necessarily indicative of futureoperating results of the combined companies under the ownership and management of the Company.47 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)5. PER SHARE OF COMMON STOCKPer share results have been computed based on the average number of common shares outstanding. The computation of basic anddiluted net income per share is determined using net income applicable to common stockholders as the numerator and the number ofshares included in the denominator as follows (in thousands): Years Ended December 31, 2006 2005 2004 Basic net income per share: Net income applicable to common stockholders $9,420 $111,087 $58,405 Weighted average common shares outstanding 31,102 31,139 27,748 Basic net income per share $0.30 $3.57 $2.10 Diluted net income per share: Net income applicable to common stockholders $9,420 $111,087 $58,405 After-tax equivalent of interest on convertible notes — 4,914 4,828 Diluted net income applicable to common stockholders $9,420 $116,001 $63,233 Weighted average common shares outstanding 31,102 31,139 27,748 Dilutive stock options/shares 189 276 832 Convertible notes equivalent shares — 6,542 6,510 Diluted weighted average common shares outstanding 31,291 37,957 35,090 Diluted net income per share $0.30 $3.06 $1.80 Average diluted shares outstanding in 2006 exclude the antidilutive effects of the Company’s Senior Convertible Notes, for whichthe after-tax equivalent of interest on convertible notes was $3.0 million and the convertible notes equivalent shares were 6.6 million.6. OTHER LEASE ARRANGEMENTSThe Company leases office space, manufacturing, warehouse and service facilities and equipment under operating leases, themajority of which expire through 2009. Future minimum lease payments required under these other lease commitments as ofDecember 31, 2006 are as follows (in thousands): Payments 2007 $1,750 2008 1,313 2009 797 2010 611 2011 270 Thereafter 245 $4,986 Total rental expense was $4.7 million, $3.2 million and $6.2 million for 2006, 2005 and 2004, respectively.48 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)7. DEBTa. Long-term debt consists of the following (in thousands): December 31, 2006 2005 Senior Convertible Notes (3.25% due 2008) $125,000 $125,000 Other Notes Payable (7.25% due 2006) — 500 125,000 125,500 Less: Current maturities — (500) $125,000 $125,000 b. Senior Convertible NotesThe Company had $125 million of five-year senior unsecured convertible notes (convertible notes) at December 31, 2006, which arecurrently convertible into approximately 6.6 million shares of the Company’s common stock. The convertible notes have a conversionprice of $18.83, which has been adjusted for the impact of cash dividend payments, or a rate of 53.1123 shares per $1,000 principalamount of note. The conversion feature of the convertible notes is subject to further adjustment in connection with the payment of futurecash dividends. As a result of any future payment of a cash dividend, upon any conversion of the notes, the Company would be requiredto issue additional shares of common stock. The convertible notes bear interest at 3.25% per annum payable semi-annually on February 1and August 1. If not converted, the balance is due on August 1, 2008.c. Bank FacilityOn March 6, 2007, the Company entered into a Second Amended and Restated Loan and Security Agreement (Revolving Facility)with its lenders. The Revolving Facility replaced the Company’s prior facility. The Revolving Facility increased the capacity under thefacility from $125 million to $150 million, subject to a borrowing base, and extended the maturity date of the facility fromSeptember 30, 2007 to March 6, 2012. The Revolving Facility provides for a letter of credit and letter of credit guaranty and a swinglineloan subfacility and allows for overadvances in certain circumstances.The Company has the option to increase the credit facility by up to an additional $100 million during the term of the facility, subjectto a borrowing base. The lenders under the Revolving Facility are under no obligation to provide any additional commitments and anyincrease in commitments will be subject to customary conditions precedent.All obligations under the Revolving Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, bysubstantially all assets of the Company.The Revolving Facility includes certain covenants that restrict, among other things and subject to certain exceptions, the Company’sability and the ability of its subsidiaries to: • incur additional debt; • pay any distributions, including dividends on our common stock in excess of $20 million per year; • repurchase our common stock in excess of $50 million over the term of the agreement; • consolidate, merge or transfer all or substantially all of our assets; • make certain investments, loans, mergers and acquisitions; • enter into material transactions with affiliates unless in the ordinary course, upon fair and reasonable terms and no less favorablethan would be obtained in a comparable arms-length transaction;49 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) • use proceeds from the Revolving Facility to make payment on certain indebtedness, excluding certain payments relating to ourSenior Convertible Notes and indebtedness incurred in connection with a repurchase of our Senior Convertible Notes; • amend the terms of certain indebtedness; • sell, lease or dispose of certain assets; • amend our organizational documents in certain circumstances; • enter into operating leases with an aggregate rentals payable in excess of $10 million; • change in any material respect the nature of our business conducted as of March 6, 2007; and • create certain liens.Additionally, should the Company’s available borrowing capacity drop below $30 million, the Company would be subject to aminimum fixed charge coverage ratio of 1.1:1.0 which could limit its ability to make capital expenditures and stock repurchases andfurther limit the amount of dividends it could pay. Also, the definition of earnings before interest, taxes, depreciation and amortization(EBITDA) was further amended to exclude expenses relating to the issuance of any new convertible indebtedness.The Revolving Facility also requires that no later than May 1, 2008, the Company do one or more of the following in connectionwith our Senior Convertible Notes: (i) repurchase all or a portion of the Senior Convertible Notes, (ii) defease any outstandingindebtedness evidenced by the Senior Convertible Notes or (iii) institute cash reserves equal to the outstanding principal balance of theSenior Convertible Notes from funds other than proceeds from the Revolving Facility, which cash reserves shall only be used to satisfythe Company’s obligations under the Senior Convertible Notes and which shall remain in place until the Senior Convertible Notes havebeen paid in full.The Revolving Facility also contains additional customary affirmative covenants and events of default, including among otherevents, certain cross defaults, business disruption, condemnation and change in ownership.Borrowings under the Revolving Facility bear interest at a variable rate based on the London Interbank Offer Rate (LIBOR) or a baserate determined by the lender’s prime rate plus an applicable margin, as defined in the agreement. The applicable margin for borrowingsunder the Revolving Facility ranges from 0.00% to 0.75% for base rate borrowings and 1.25% to 2.25% for LIBOR borrowings, subjectto adjustment based on the average availability under the Revolving Facility. Until September 30, 2007, the applicable margin is 0.00% forbase rate borrowings and 1.25% for LIBOR borrowings. The Company also pays a commitment fee on the unused portion of the facilityat a rate of 0.25%. All interest and fees are paid monthly.On February 14, 2006, the Company and its lenders entered into a consent and amendment of facility at that time. The consentallowed the completion of the Transcraft acquisition. Additionally, the definition of EBITDA was amended to exclude expenses relating tostock options and restricted stock grants, which are additional add-backs to EBITDA.On September 23, 2005, the Company and its lenders also entered into an amendment of the prior facility to, among other things,allow dividend payments up to $20 million per fiscal year and allow the repurchase of up to $50 million of common stock over theremaining term of the agreement.As of December 31, 2006 and 2005, borrowing capacity under the previous facility was $117.5 million and $117.3 million,respectively. Under the new Revolving Facility, the borrowing capacity would have been $142.5 million and $142.3 million, respectively.As of December 31, 2006, the 30-day LIBOR was 5.4%. For the quarter ended December 31, 2006, the weighted average interest ratewas 7.25%As of December 31, 2006, the Company was in compliance with all covenants of the Revolving Facility.50 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)8. STOCKHOLDERS’ EQUITYa. Common StockOn August 9, 2006, the Company’s Board of Directors approved an amendment to its stock repurchase program allowing theCompany to repurchase up to $50 million of common stock without placing a limitation on the number of shares. As of December 31,2006, $36.1 million remained available under the authorization. Stock repurchases under this program may be made in the open marketor in private transactions, at times and in amounts that management deems appropriate, until September 15, 2007.In 2006 and 2005, the Company declared dividends of $5.7 million and $5.6 million, respectively.b. Preferred StockEffective December 29, 2005, in connection with the expiration of the Company’s prior Stockholder Rights Plan, the Company’sBoard of Directors adopted resolutions eliminating the Series A Junior Participating Preferred Stock authorized by the Company.On December 28, 2005, in connection with the adoption of a Stockholders Rights Plan discussed further below, the Company’sBoard of Directors adopted resolutions creating a series of 300,000 shares of Preferred Stock designated as Series D Junior ParticipatingPreferred Stock, par value $.01 per share. As of December 31, 2006, the Company had no shares issued or outstanding.The Board of Directors has the authority to issue up to 25 million shares of unclassified preferred stock and to fix dividends,voting and conversion rights, redemption provisions, liquidation preferences and other rights and restrictions.c. Stockholders’ Rights PlanOn December 28, 2005, the Company’s Board of Directors adopted a Stockholders’ Rights Plan (the “Rights Plan”) replacing asimilar plan that expired. The Rights Plan is designed to deter coercive or unfair takeover tactics in the event of an unsolicited takeoverattempt. It is not intended to prevent a takeover of Wabash on terms that are favorable and fair to all stockholders and will not interferewith a merger approved by the Board of Directors. Each right entitles stockholders to buy one one-thousandth of a share of Series DJunior Participating Preferred Stock at an exercise price of $120. The rights will be exercisable only if a person or a group acquires orannounces a tender or exchange offer to acquire 20% or more of the Company’s common stock or if the Company enters into otherbusiness combination transactions not approved by the Board of Directors. In the event the rights become exercisable, the Rights Planallows for the Company’s stockholders to acquire stock of Wabash or the surviving corporation, whether or not Wabash is the survivingcorporation having a value twice that of the exercise price of the rights. The rights will expire December 28, 2015 or are redeemable for$0.01 per right by the Company’s Board of Directors under certain circumstances.9. STOCK-BASED COMPENSATIONDescription of the PlansThe Company has stock incentive plans that provide for the issuance of stock appreciation rights (SARs), restricted stock and thegranting of common stock options to directors, officers and other eligible employees.At the 2004 Annual Meeting of Stockholders, the 2004 Stock Incentive Plan was approved making available 1,100,000 shares forissuance, as well as a reduction of shares available for granting under the 2000 Stock Option and Incentive Plan to 100,000 shares.Stock Options. The Company has three non-qualified stock option plans (1992 Stock Option Plan, 2000 Stock Option andIncentive Plan and 2004 Stock Incentive Plan), which allow eligible employees to purchase shares51 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)of common stock at a price not less than market price at the date of grant. The Company currently only allows new grants under the 2000and 2004 plans. Under the terms of the stock option plans, up to an aggregate of approximately 3,850,000 shares are reserved forissuance, subject to adjustment for stock dividends, recapitalizations and the like. Options granted to employees under the stock optionplans vest in annual installments over three to five years depending upon the grant. Options granted to non-employee directors of theCompany are fully vested and exercisable six months after the date of grant. All options granted expire 10 years after the date of grant.The Company has issued non-qualified stock options in connection with inducing certain individuals to commence employmentwith the Company. In the aggregate, the Company has issued options to purchase 385,000 shares of common stock to three individuals.The exercise price for each option granted was set by the Compensation Committee at the fair market value of the shares subject to thatoption. The Compensation Committee set vesting over three years. Upon a change in control of the Company, all outstanding sharessubject to these options vest. The options expire in 10 years if not exercised.Restricted Stock. From time-to-time, the Company has granted to certain key employees and outside directors shares of theCompany’s stock to be earned over time and based on achievement of specific corporate financial performance metrics. These shares arevalued at the market price on the date of grant. These grants have been made under the 2000 Stock Option and Incentive Plan and the 2004Stock Incentive Plan.Adoption of FASB Statement No. 123(R), “Share-Based Payment”The Company adopted SFAS No. 123 (revised 2004), Share-Based Payment on January 1, 2006 (SFAS No. 123(R).SFAS No. 123(R), which revised SFAS No. 123, Accounting for Stock-Based Compensation, superseded APB Opinion No. 25,Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. SFAS No. 123(R) requires that allshare-based payments to employees, including grants of employee stock options, be recognized in the financial statements based upontheir fair value. The Company had previously followed APB No. 25, in accounting for its stock options and accordingly, nocompensation cost had been previously expensed.The Company has adopted SFAS No. 123(R) using the modified prospective method. Under this transition method, compensationcost has been recognized for all share-based payments in the consolidated financial statements in 2006 based upon the fair value of thestock or option grant. Prior period results have not been restated. The Company will value new awards granted subsequent to the adoptionof SFAS No. 123R using a binomial model. The Company believes valuing awards using a binomial model provides a better estimate offair value versus the Black-Scholes-Merton formula used in valuing previous awards. The Company’s policy is to recognize expense forawards subject to graded vesting using the straight-line attribution method. The amount of after-tax compensation cost related to nonvestedstock options and restricted stock not yet recognized was $5.5 million at December 31, 2006, for which the expense will be recognizedthrough 2010.As a result of adopting SFAS No. 123(R) on January 1, 2006, the Company has incurred additional stock-based compensationexpense of $2.0 million ($1.2 million after tax and approximately $0.04 per basic and diluted earnings per share) related to stock optionsfor the year ending December 31, 2006.Prior to the adoption of SFAS No. 123(R), the Company presented all tax benefits of deductions resulting from the exercise of stockoptions as operating cash flows in the Consolidated Statements of Cash Flows. SFAS No. 123(R) requires the cash flows resulting fromthe tax benefits from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified asfinancing cash flows. The $0.4 million excess tax benefits classified as a financing cash inflow would have been classified as anoperating cash inflow if the Company had not adopted SFAS No. 123(R).SFAS No. 123(R), as amended, required pro forma presentation as if compensation costs had been expensed under the fair valuemethod. For purpose of pro forma disclosure, the estimated fair value of stock options at the grant date is amortized to expense over thevesting period. The following table illustrates the effect on net income52 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)and net income per share as if compensation expense had been recognized (in thousands, except for per share amounts): Year Ended December 31, 2005 2004 Reported net income $111,087 $58,405 Pro forma stock-based employee compensation expense (net of tax) (4,027) (2,613)Stock-based employee compensation expense recorded (net of tax) 1,547 417 Pro forma net income $108,607 $56,209 Basic net income per share: Reported net income per share $3.57 $2.10 Pro forma net income per share $3.49 $2.02 Diluted net income per share: Reported net income per share $3.06 $1.80 Pro forma net income per share $2.99 $1.74 Stock Options and Stock Related GrantsRestricted StockIn August 2006, the Compensation Committee approved a grant of 24,250 shares of restricted stock to employees, of which one-third vested on the grant date and two-thirds will vest one year from the grant date. The grants are forfeitable in the event of terminatedemployment prior to vesting. The restricted stock includes the right to vote and receive dividends.Also in May 2006, the Compensation Committee approved a grant of 85,200 shares of restricted stock to employees, which willvest at the end of the three years from the grant date. These grants are forfeitable in the event of terminated employment prior to vesting.The restricted stock includes the right to vote and receive dividends.Additionally in May 2006, the Compensation Committee approved a grant of 162,940 shares of restricted stock to employees,which carry performance condition requirements. These shares will vest based on the achievement of specified corporate financialperformance metrics at the end of 2008. The grant also includes a provision for vesting of additional common shares at the end of 2008 ifperformance metrics exceed original targets. Based on current estimates, the Company believes that 50% of the shares granted willultimately vest.During 2006, 2005 and 2004, the Company granted 272,890, 171,390 and 69,510 shares, respectively, of restricted stock withaggregate fair values on the date of grant of $4.5 million, $4.5 million and $1.7 million, respectively. The grants generally vest overperiods ranging from two to five years.In 2006, 2005 and 2004, the Company recorded compensation expense of $2.0 million, $1.5 million and $0.4 million, respectively,related to restricted stock.53 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)A summary of all restricted stock activity for the periods indicated below is as follows: Weighted Average Number of Grant Date Shares Fair Value Restricted Stock Outstanding at December 31, 2005 213,490 $25.56 Granted 272,890 $16.56 Vested (14,492) $17.90 Forfeited (24,753) $23.71 Restricted Stock Outstanding at December 31, 2006 447,135 $20.42 The total fair value of restricted stock that vested during 2006, 2005 and 2004 was $0.2 million, $1.5 million and $0.1 million,respectively.Stock OptionsIn May 2006, the Compensation Committee approved the grant of 324,700 stock options to employees with an exercise price equal tofair market value of the underlying common stock at the date of grant. These options will vest ratably over a three-year period. Expensewill be recognized using the straight-line attribution method.Using a binomial option valuation model, the estimated fair value of the options granted in 2006 was $8.23 per option. Theestimated fair values of options granted in 2005 and 2004 were estimated using the Black-Scholes-Merton model. The values for 2005 and2004 were $12.29 and $15.35, respectively. Expected volatility is based upon the Company’s historical experience. Principal weighted-average assumptions used in applying these models were as follows:Valuation Assumptions 2006 2005 2004 Risk-free interest rate 4.95% 3.99% 4.70%Expected volatility 49.7% 51.5% 52.1%Expected dividend yield 1.07% 0.68% 0.50%Expected term 6 yrs. 5 yrs. 10 yrs. A summary of all stock option activity for the periods indicated below is as follows: Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value Options Price Life ($ in millions) Options Outstanding at December 31, 2005 991,875 $16.37 Granted 325,550 $16.84 Exercised (65,278) $7.86 $0.7 Forfeited (40,167) $23.26 Expired (22,100) $20.36 Options Outstanding at December 31, 2006 1,189,880 $16.58 6.9 $2.7 Options Exercisable at December 31, 2006 733,063 $14.77 5.6 $2.7 The total intrinsic value of options exercised during 2006, 2005 and 2004 was $0.7 million, $6.5 million and $7.3 million,respectively.54 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The following table summarizes information about stock options outstanding as of December 31, 2006: Weighted Weighted Weighted Range of Average Average Number Average Exercise Number Remaining Exercise Exercisable Exercise Prices Outstanding Life Price at 12/31/06 Price $ 6.68 - $10.01 445,074 5.8 $8.92 445,074 $8.92 $10.02 - $13.35 1,500 4.4 $12.95 1,500 $12.95 $13.36 - $16.69 26,000 1.8 $15.34 26,000 $15.34 $16.70 - $20.03 321,600 9.3 $16.83 2,667 $18.04 $20.04 - $23.36 57,350 3.6 $21.29 56,017 $21.30 $23.37 - $26.70 170,687 7.1 $24.03 109,450 $23.93 $26.71 - $30.04 167,669 5.9 $27.43 92,355 $27.84 10. EMPLOYEE SAVINGS PLANSSubstantially all of the Company’s employees are eligible to participate in a defined contribution plan that qualifies as a safe harborplan under Section 401(k) of the Internal Revenue Code. The Company also provides a non-qualified defined contribution plan for seniormanagement and certain key employees. Both plans provide for the Company to match, in cash, a percentage of each employee’scontributions up to certain limits. The Company’s matching contribution and related expense for these plans was approximately$3.7 million, $3.2 million and $2.8 million for 2006, 2005 and 2004, respectively.11. INCOME TAXESa. Income Before Income TaxesThe consolidated income before income taxes for 2006, 2005 and 2004 consists of the following: 2006 2005 2004 Domestic $32,441 $75,520 $62,907 Foreign (16,139) (1,464) (3,902)Total income before income taxes $16,302 $74,056 $59,005 b. Income Tax Expense (Benefit)The consolidated income tax expense (benefit) for 2006, 2005 and 2004 consists of the following components (in thousands): 2006 2005 2004 Current: U.S. Federal $976 $1,301 $102 Foreign — — — State (1,838) (985) 498 Deferred 7,744 (37,347) — Total consolidated expense (benefit) $6,882 $(37,031) $600 55 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The Company’s following table provides a reconciliation of differences from the U.S. Federal statutory rate of 35% as follows (inthousands): 2006 2005 2004 Pretax book income $16,302 $74,056 $59,005 Federal tax expense at 35% statutory rate 5,706 25,920 20,652 State and local income taxes 1,300 3,625 498 U.S. federal alternative minimum tax — 1,095 400 Reversal of tax valuation allowance and reserves (4,763) (37,347) — Current utilization of valuation allowance for net operating losses (219) (29,981) (21,683)Foreign taxes 5,649 512 1,366 Other (791) (855) (633)Total income tax expense (benefit) $6,882 $(37,031) $600 c. Deferred TaxesThe Company’s deferred income taxes are primarily due to temporary differences between financial and income tax reporting for thedepreciation of property, plant and equipment and tax credits and losses carried forward.Under SFAS No. 109, Accounting for Income Taxes, deferred tax assets are reduced by a valuation allowance when, in the opinionof management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company determinedthat a valuation allowance was necessary and recorded a full valuation allowance for all deferred tax assets as of December 31, 2004. In2005, the Company determined that the criteria for reversal of a portion of the income tax asset valuation allowance, including materiallyall valuation allowance recorded against U.S. federal loss carryforward tax assets were met, and accordingly, the Company recorded a taxbenefit of $37.3 million for the release of the valuation allowance. In the fourth quarter of 2006, the Company reversed $4.8 million ofvaluation allowance and reserves, primarily related to settlement of state tax audits. In future periods, the Company will evaluate theremaining deferred income tax asset valuation allowance and adjust (reduce) the allowance when management has determined thatimpairment to future realizability of the related deferred tax assets, or a portion thereof, has been removed as provided in the criteria setforth in SFAS No. 109.The Company has a U.S. federal tax net operating loss carryforward of approximately $70.0 million, which will expire beginning in2022, if unused, and which may be subject to other limitations under IRS rules. The Company has various, multistate income tax netoperating loss carryforwards which have been recorded as a deferred income tax asset of approximately $12.0 million, before valuationallowances. The Company has various U.S. federal income tax credit carryforwards which will expire beginning in 2013, if unused.56 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The components of deferred tax assets and deferred tax liabilities as of December 31, 2006 and 2005 were as follows (in thousands): 2006 2005 Deferred tax assets: Tax credits and loss carryforwards $45,157 $55,936 Accrued liabilities 5,908 4,049 Other 8,649 8,928 59,714 68,913 Deferred tax liabilities: Property, plant and equipment (4,608) (4,882)Intangibles (16,460) (2,058)Prepaid insurance (1,042) (858)Other (383) (759) (22,493) (8,557)Net deferred tax asset before valuation allowance 37,221 60,356 Valuation allowance (12,127) (16,756)Net deferred tax asset $25,094 $43,600 12. COMMITMENTS AND CONTINGENCIESa. LitigationVarious lawsuits, claims and proceedings have been or may be instituted or asserted against the Company arising in the ordinarycourse of business, including those pertaining to product liability, labor and health related matters, successor liability, environmental andpossible tax assessments. While the amounts claimed could be substantial, the ultimate liability cannot now be determined because of theconsiderable uncertainties that exist. Therefore, it is possible that results of operations or liquidity in a particular period could bematerially affected by certain contingencies. However, based on facts currently available, management believes that the disposition ofmatters that are currently pending or asserted will not have a material adverse effect on the Company’s financial position, liquidity orresults of operations.Brazil Joint VentureIn March 2001, Bernard Krone Indústria e Comércio de Máquinas Agrícolas Ltda. (“BK”) filed suit against the Company in theFourth Civil Court of Curitiba in the State of Paraná, Brazil. This action seeks recovery of damages plus pain and suffering. Because ofthe bankruptcy of BK, this proceeding is now pending before the Second Civil Court of Bankruptcies and Creditors Reorganization ofCuritiba, State of Paraná (No. 232/99).This case grows out of a joint venture agreement between BK and the Company, which was generally intended to permit BK and theCompany to market the RoadRailer® trailer in Brazil and other areas of South America. When BK was placed into the Brazilianequivalent of bankruptcy late in 2000, the joint venture was dissolved. BK subsequently filed its lawsuit against the Company allegingamong other things that it was forced to terminate business with other companies because of the exclusivity and non-compete clausespurportedly found in the joint venture agreement. In its complaint, BK asserts that it has been damaged by these alleged wrongs by theCompany in the approximate amount of $8.4 million.The Company answered the complaint in May 2001, denying any wrongdoing. The Company believes that the claims assertedagainst it by BK are without merit and intends to defend itself vigorously against those claims. The57 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Company believes that the resolution of this lawsuit will not have a material adverse effect on its financial position, liquidity or futureresults of operations; however, at this early stage of the proceeding, no assurance can be given as to the ultimate outcome of the case.Intellectual PropertyOn July 24, 2006, the Company filed a patent infringement suit against Trailmobile Corporation in the United States District Courtfor the Northern District of Illinois Eastern Division (Civil Action No. 06 CV 3991); and amended the Complaint on November 1, 2006to include another patent. On December 1, 2006, Trailmobile Corporation filed its Answer to the Amended Complaint, along with aCounterclaim seeking a finding of non-infringement. The Company answered on December 8, 2006, denying any wrongdoing or merit tothe allegations as set forth in the Counterclaim.The Company believes that the claims asserted by Trailmobile Corporation are without merit and it intends to defend its position.The Company believes that the resolution of this lawsuit will not have a material adverse effect on its financial position, liquidity orfuture results of operations; however, at this stage of the proceeding, no assurance can be given as to the ultimate outcome of the case.EnvironmentalIn September 2003, the Company was noticed as a potentially responsible party (PRP) by the United States EnvironmentalProtection Agency pertaining to the Motorola 52nd Street, Phoenix, Arizona Superfund Site pursuant to the ComprehensiveEnvironmental Response, Compensation and Liability Act. PRPs include current and former owners and operators of facilities at whichhazardous substances were disposed. EPA’s allegation that the Company was a PRP arises out of the operation of a former branch facilitylocated approximately five miles from the original site. The Company does not expect that these proceedings will have a material adverseeffect on the Company’s financial condition or results of operations.In January 2006, the Company received a letter from the North Carolina Department of Environment and Natural Resourcesindicating that a site that the Company formerly owned near Charlotte, North Carolina has been included on the state’s October 2005Inactive Hazardous Waste Sites Priority List. The letter states that the Company was being notified in fulfillment of the state’s “statutoryduty” to notify those who own and those who at present are known to be responsible for each Site on the Priority List. No action is beingrequested from the Company at this time. The Company does not expect that this designation will have a material adverse effect on itsfinancial condition or results of operations.b. EnvironmentalThe Company generates and handles certain material, wastes and emissions in the normal course of operations that are subject tovarious and evolving federal, state and local environmental laws and regulations.The Company assesses its environmental liabilities on an on-going basis by evaluating currently available facts, existing technology,presently enacted laws and regulations as well as experience in past treatment and remediation efforts. Based on these evaluations, theCompany estimates a lower and upper range for the treatment and remediation efforts and recognizes a liability for such probable costsbased on the information available at the time. As of December 31, 2006 and 2005, the Company had an estimated remediation costs of$0.4 million for activities at a former branch property.c. Letters of CreditAs of December 31, 2006, the Company had standby letters of credit totaling $7.5 million issued in connection with workerscompensation claims and surety bonds.58 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)d. Royalty PaymentsThe Company is obligated to make quarterly royalty payments through 2007 in accordance with a licensing agreement related to thedevelopment of the Company’s composite plate material used on its proprietary DuraPlate® trailer. The amount of the payments varieswith the production volume of usable material with maximum royalties of $0.2 million for 2007. Annual payments were $0.2 million,$0.7 million and $0.7 million in 2006, 2005 and 2004, respectively.e. Collective Bargaining AgreementsAs of December 31, 2006, approximately 350 full-time hourly associates, representing approximately 9% of the Company’s totalworkforce, are under collective bargaining agreements. These agreements have expiration dates through 2009. The Company maintainsone agreement, covering approximately 200 employees or 5% of its total workforce, that expires in 2007f. Purchase CommitmentsThe Company has $40.1 million in purchase commitments through December 2007 for aluminum, which is within normalproduction requirements.13. SEGMENTS AND RELATED INFORMATIONa. Segment ReportingUnder the provisions of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, the Companyhas two reportable segments: manufacturing and retail and distribution. The manufacturing segment produces and sells new trailers to theretail and distribution segment or to customers who purchase trailers direct or through independent dealers. The retail and distributionsegment includes the sale of new and used trailers, as well as the sale of aftermarket parts and service through its retail branch network.59 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The accounting policies of the segments are the same as those described in the summary of significant accounting policies except thatthe Company evaluates segment performance based on income from operations. The Company has not allocated certain corporate relatedcharges such as administrative costs, interest and income taxes from the manufacturing segment to the Company’s other reportablesegment. The Company accounts for intersegment sales and transfers at cost plus a specified mark-up. Reportable segment information isas follows (in thousands): Retail and Combined Consolidated Manufacturing Distribution Segments Eliminations Total 2006 Net sales External customers $1,120,717 $191,463 $1,312,180 $— $1,312,180 Intersegment sales 76,966 — 76,966 (76,966) $— Total net sales $1,197,683 $191,463 $1,389,146 $(76,966) $1,312,180 Depreciation and amortization 18,117 2,481 20,598 — 20,598 Impairment of goodwill — 15,373 15,373 — 15,373 Income (loss) from operations 36,782 (13,487) 23,295 (402) 22,893 Reconciling items to net income: Interest income (710)Interest expense 6,921 Foreign exchange gains and losses, net 77 Other income, net 303 Income tax expense 6,882 Net income $9,420 Capital expenditures $12,569 $362 $12,931 $— $12,931 Assets $659,808 $128,123 $787,931 $(231,448) $556,483 60 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Retail and Combined Consolidated Manufacturing Distribution Segments Eliminations Total 2005 Net sales External customers $968,419 $245,292 $1,213,711 $— $1,213,711 Intersegment sales 102,938 — 102,938 (102,938) $— Total net sales $1,071,357 $245,292 $1,316,649 $(102,938) $1,213,711 Depreciation and amortization 12,406 3,141 15,547 — 15,547 Income from operations 75,385 2,827 78,212 1,782 79,994 Reconciling items to net income: Interest income (760)Interest expense 6,431 Foreign exchange gains and losses, net (231)Other income, net 498 Income tax benefit (37,031)Net income $111,087 Capital expenditures $30,302 $578 $30,880 $— $30,880 Assets $536,566 $173,825 $710,391 $(161,738) $548,653 2004 Net sales External customers $805,993 $235,103 $1,041,096 $— $1,041,096 Intersegment sales 107,685 1,975 109,660 (109,660) — Total net sales $913,678 $237,078 $1,150,756 $(109,660) $1,041,096 Depreciation and amortization 13,357 6,084 19,441 — 19,441 Income (loss) from operations 73,472 (2,879) 70,593 (1,810) 68,783 Reconciling items to net income: Interest income (129)Interest expense 10,809 Foreign exchange gains and losses, net (463)Loss on debt extinguishment 607 Other income, net (1,046)Income tax expense 600 Net income $58,405 Capital expenditures $14,240 $1,255 $15,495 $— $15,495 Assets $410,087 $185,479 $595,566 $(163,520) $432,046 61 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)b. Geographic InformationInternational sales, primarily to Canadian customers, accounted for less than 10% in each of the last three years.At December 31, 2006 and 2005, property, plant and equipment, net of accumulated depreciation related to the Company’sCanadian subsidiary was approximately $0.1 million and $0.8 million, respectively.c. Product InformationThe Company offers products primarily in three general categories; new trailers, used trailers, and parts and service. Other salesinclude leasing and freight revenue. The following table sets forth the major product category sales and their percentage of consolidated netsales (dollars in thousands): 2006 2005 2004 New Trailers $1,186,792 90.4% $1,084,454 89.4% $914,468 87.8%Used Trailers 55,770 4.3 55,546 4.6 52,960 5.1 Parts and Service 54,712 4.2 57,000 4.7 58,246 5.6 Other 14,906 1.1 16,711 1.3 15,422 1.5 Total Sales $1,312,180 100.0% $1,213,711 100.0% $1,041,096 100.0%d. Major CustomerIn 2006, 2005 and 2004, no customer represented 10% or greater of consolidated net sales.14. CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)The following is a summary of the unaudited quarterly results of operations for fiscal years 2006, 2005 and 2004 (dollars inthousands except per share amounts).62 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) First Second Third Fourth Quarter Quarter Quarter Quarter 2006 Net sales $262,119 $333,572 $362,290 $354,199 Gross profit 22,791 27,272 26,113 28,317 Net income (loss)(1)(3) 4,337 5,047 4,989 (4,953)Basic net income (loss) per share(2) 0.14 0.16 0.16 (0.16)Diluted net income (loss) per share(2) 0.13 0.15 0.15 (0.16)2005 Net sales $256,105 $322,983 $293,834 $340,789 Gross profit 34,398 36,109 30,085 33,923 Net income(3) 18,479 49,258 23,655 19,695 Basic net income per share(2) 0.60 1.58 0.76 0.63 Diluted net income per share(2) 0.52 1.33 0.66 0.55 2004 Net sales $221,597 $254,899 $277,243 $287,357 Gross profit 23,122 36,635 36,922 29,107 Net income 6,859 18,262 20,294 12,990 Basic net income per share(2) 0.25 0.67 0.74 0.44 Diluted net income per share(2) 0.23 0.56 0.62 0.39 (1)The fourth quarter of 2006 included $15.4 million of expense related to the impairment of goodwill as discussed in Note 2.(2)Net income (loss) per share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income per share maydiffer from annual net income (loss) per share due to rounding. Diluted net income per share for the fourth quarter of 2006 excludes the antidilutiveeffects of convertible notes and stock options/shares.(3)The fourth quarter of 2006 included $4.8 million of income related to the reversal of tax valuation allowance and reserves, as discussed in Note 11. Thesecond, third and fourth quarters of 2005 included income of $29.3 million, $6.6 million and $1.4 million, respectively, related to the reversal of taxvaluation allowances, as discussed in Note 11.63 ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURENoneITEM 9A —CONTROLS AND PROCEDURESDisclosure Controls and ProceduresWe maintain disclosure controls and procedures that are designed to provide reasonable assurance to our management and board ofdirectors that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended,is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rulesand forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer andChief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation conducted underthe supervision and with the participation of the Company’s management, including our Chief Executive Officer and our Chief FinancialOfficer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2006, includingthose procedures described below, we, including our Chief Executive Officer and our Chief Financial Officer, determined that thosecontrols and procedures were effective.During the second and third quarters of 2006, we identified control deficiencies related to accounting for inventory at our Lafayettefacility and the financial statement close process, which represent material weaknesses. These control deficiencies arose from theconversion to a new ERP system on May 1, 2006.To ensure that our consolidated financial statements were fairly stated in accordance with U.S. generally accepted accountingprinciples, we expanded procedures to be performed in order to prepare the consolidated financial statements as of December 31, 2006.These procedures included a physical inventory as of December 31, 2006, additional analyses, recalculations and review of the inventoryprocesses and related balances to fairly state inventory and the associated cost of goods sold in the period. Additionally, we performedaccount analyses and reconciliations related to the financial statement close process.Additional steps were implemented to meet our financial reporting objectives, such as enhancing the capabilities of financialreporting from our ERP system, improving processes in operational areas related to purchasing, inventory management and inventoryrelief, testing the accuracy of our data, and performing multiple levels of review within the financial statement close process. Theremediation efforts implemented by the Company during the latter half of 2006 resulted in the elimination of the material weaknessespreviously identified.Changes in Internal ControlsOther than disclosed above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and15d-15(f) under the Exchange Act, during the fourth quarter of fiscal 2006 that have materially affected or are reasonably likely tomaterially affect our internal control over financial reporting.Report of Management on Internal Control over Financial ReportingThe management of Wabash National Corporation (the Company), is responsible for establishing and maintaining adequate internalcontrol over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of theassets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financialstatements in accordance with U.S. generally accepted accounting principles; (3) provide reasonable assurance that receipts andexpenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and(4) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of theCompany’s assets that could have a material effect on the financial statements.64 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies and procedures may deteriorate.Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, basedon criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, we have concluded thatinternal control over financial reporting is effective as of December 31, 2006.Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006,excluded Transcraft Corporation, which was acquired by the Company in March 2006. Transcraft Corporation, a wholly-ownedsubsidiary of the Company, represented $93.8 million of the consolidated total assets of the Company and, taking into account activitysince the date of acquisition, Transcraft Corporation represented $95.0 million of consolidated net sales of the Company for the year thenended. Companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the firstyear of an acquisition under guidelines established by the Securities and Exchange Commission.Ernst & Young LLP, an Independent Registered Public Accounting Firm, has audited the Company’s consolidated financialstatements as of and for the period ended December 31, 2006, and has issued an attestation report on management’s assessment of theCompany’s internal control over financial reporting which appears on the following page.Richard J. Giromini President and Chief Executive OfficerRobert J. Smith Senior Vice President and Chief Financial OfficerMarch 12, 200765 Report of Independent Registered Public Accounting FirmThe Board of Directors and Shareholders of Wabash National CorporationWe have audited management’s assessment, included in the accompanying Report of Management on Internal Control over FinancialReporting, that Wabash National Corporation maintained effective internal control over financial reporting as of December 31, 2006,based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of theTreadway Commission (the COSO criteria). Wabash National Corporation’s management is responsible for maintaining effective internalcontrol over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility isto express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financialreporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control overfinancial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control overfinancial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control,and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonablebasis for our opinion.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenanceof records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financialstatements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate.As indicated in the accompanying Report of Management on Internal Control over Financial Reporting, management’s assessment ofand conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of TranscraftCorporation, which is included in the 2006 consolidated financial statements of Wabash National Corporation and constituted$93.8 million of total assets as of December 31, 2006 and $95.0 million of revenues for the year then ended. Our audit of internal controlover financial reporting of Wabash National Corporation also did not include an evaluation of the internal control over financial reportingof Transcraft Corporation.In our opinion, management’s assessment that Wabash National Corporation maintained effective internal control over financialreporting as of December 31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, WabashNational Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006,based on the COSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), theconsolidated balance sheets of Wabash National Corporation as of December 31, 2006 and 2005, and the related consolidated statementsof operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2006 of Wabash NationalCorporation and our report dated March 7, 2007 expressed an unqualified opinion thereon.ERNST & YOUNG LLPIndianapolis, IndianaMarch 7, 200766 ITEM 9B — OTHER INFORMATIONNone.PART IIIITEM 10 — EXECUTIVE OFFICERS OF THE REGISTRANTThe Company hereby incorporates by reference the information contained under the heading “Executive Officers” from Item 1 Part Iof this Annual Report.The Company hereby incorporates by reference the information contained under the headings “Section 16(a) Beneficial OwnershipReporting Compliance,” “Election of Directors” from its definitive Proxy Statement to be delivered to stockholders of the Company inconnection with the 2007 Annual Meeting of Stockholders to be held May 24, 2007.As required by the New York Stock Exchange (NYSE) rules, in 2006, the CEO certified to the NYSE that he was not aware of anyviolation by the Corporation of NYSE corporate governance listing standards.Code of EthicsAs part of our system of corporate governance, our Board of Directors has adopted a code of ethics that is specifically applicable toour Chief Executive Officer and Senior Financial Officers. This code of ethics is available on the Investors page of the Company Infosection of our website at www.wabashnational.com/about. We will disclose any waivers for our Chief Executive Officer or SeniorFinancial Officers under, or any amendments to, our code of ethics. We will provide a copy of our code of ethics to any person withoutcharge, upon request.ITEM 11 — EXECUTIVE COMPENSATIONThe Company hereby incorporates by reference the information contained under the headings “Executive Compensation” and“Director Compensation” from its definitive Proxy Statement to be delivered to the stockholders of the Company in connection with the2007 Annual Meeting of Stockholders to be held May 24, 2007.ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERSThe Company hereby incorporates by reference the information contained under the headings “Beneficial Ownership of CommonStock” and “Equity Compensation Plan Information” from its definitive Proxy Statement to be delivered to the stockholders of theCompany in connection with the 2007 Annual Meeting of Stockholders to be held on May 24, 2007.ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSThe Company hereby incorporates by reference the information contained under the heading “Related Party Transactions” from itsdefinitive Proxy Statement to be delivered to the stockholders of the Company in connection with the 2007 Annual Meeting ofStockholders to be held on May 24, 2007.ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND SERVICESInformation required by Item 14 of this form and the audit committee’s pre-approval policies and procedures regarding theengagement of the principal accountant are incorporated herein by reference to the information contained under the heading “Ratificationand Appointment of Independent Registered Public Accounting Firm” from the Company’s definitive Proxy Statement to be delivered to thestockholders of the Company in connection with the 2007 Annual Meeting of Stockholders to be held on May 24, 2007.67 PART IVITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES(a) Financial Statements: The Company has included all required financial statements in Item 8 of this Form 10-K. Thefinancial statement schedules have been omitted as they are not applicable or the required information is included in theNotes to the consolidated financial statements.(b) Exhibits: The following exhibits are filed with this Form 10-K or incorporated herein by reference to the document setforth next to the exhibit listed below:2.01 Asset Purchase Agreement dated July 22, 20032.02 Amendment No. 1 to the Asset Purchase Agreement dated September 19, 2003 (7)2.03 Stock Purchase Agreement by and among the Company, Transcraft Corporation and Transcraft Investment Partners,L.P. dated as of March 3, 2006 (16)3.01 Certificate of Incorporation of the Company (1)3.02 Certificate of Designations of Series D Junior Participating Preferred Stock (14)3.03 Amended and Restated By-laws of the Company (5)4.01 Specimen Stock Certificate (2)4.02 Rights Agreement between the Company and National City Bank as Rights Agent dated December 28, 2005 (15)4.03 Indenture for the 3.25% Convertible Senior Notes due August 1, 2008, between the registrant, as issuer, and WachoviaBank, National Association, as Trustee, dated as of August 1, 2003 (8)10.01# 1992 Stock Option Plan (1)10.02# 2000 Stock Option Plan (3)10.03# 2001 Stock Appreciation Rights Plan (4)10.04# Executive Employment Agreement dated June 28, 2002 between the Company and Richard J. Giromini (6)10.05# Non-qualified Stock Option Agreement dated July 15, 2002 between the Company and Richard J. Giromini (6)10.06# Non-qualified Stock Option Agreement between the Company and William P. Greubel (6)10.07# 2004 Stock Incentive Plan (9)10.08 Waiver and Amendment No. 4 to Loan and Security Agreement dated September 9, 2004 (10)10.09# Form of Associate Stock Option Agreements under the 2004 Stock Incentive Plan (11)10.10# Form of Associate Restricted Stock Agreements under the 2004 Stock Incentive Plan (11)10.11# Form of Executive Stock Option Agreements under the 2004 Stock Incentive Plan (11)10.12# Form of Executive Restricted Stock Agreements under the 2004 Stock Incentive Plan (11)10.13 Second Amended and Restated Loan and Security Agreement dated March 6, 2007 (19)10.14# Restricted Stock Unit Agreement between the Company and William P. Greubel dated March 7, 2005 (12)10.15# Stock Option Agreement between the Company and William P. Greubel dated March 7, 2005 (12)10.16# Corporate Plan for Retirement — Executive Plan (13)10.17# Change in Control Policy (19)10.18# Executive Severance Policy (19)10.19# Form of Restricted Stock Unit Agreement under the 2004 Stock Incentive Plan (17)10.20# Form of Restricted Stock Agreement under the 2004 Stock Incentive Plan (17)10.21# Form of CEO and President Restricted Stock Agreement under the 2004 Stock Incentive Plan (17)10.22# Form of Stock Option Agreement under the 2004 Stock Incentive Plan (17)10.23# Form of CEO and President Stock Option Agreement under the 2004 Stock Incentive Plan (17)10.24# Executive Director Agreement dated January 1, 2007 between the Company and William P. Greubel (18)68 10.25# Amendment to Executive Employment Agreement dated January 1, 2007 between the Company and Richard J.Giromini (18)21.00 List of Significant Subsidiaries (19)23.01 Consent of Ernst & Young LLP (19)31.01 Certification of Principal Executive Officer (19)31.02 Certification of Principal Financial Officer (19)32.01 Written Statement of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (19) # Management contract or compensatory plan.(1)Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (No. 33-42810) or the Registrant’s RegistrationStatement on Form 8-A filed December 6, 1995 (item 3.02 and 4.02)(2)Incorporated by reference to the Registrant’s registration statement Form S-3 (Registration No. 333-27317) filed on May 16, 1997(3)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended March 31, 2001 (File No. 1-10883)(4)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2001 (File No. 1-10883)(5)Incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2001 (File No. 1-10883)(6)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended June 30, 2002 (File No. 1-10883)(7)Incorporated by reference to the Registrant’s Form 8-K filed on September 29, 2003 (File No. 1-10883)(8)Incorporated by reference to the Registrant’s registration statement Form S-3 (Registration No. 333-109375) filed on October 1, 2003(9)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended June 30, 2004 (File No. 1-10883)(10)Incorporated by reference to the Registrant’s Form 8-K filed on September 29, 2004 (File No. 1-10883)(11)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2004 (File No. 1-10883)(12)Incorporated by reference to the Registrant’s Form 8-K filed on March 11, 2005 (File No. 1-10883)(13)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended March 31, 2005 (File No. 1-10883)(14)Incorporated by reference to the Registrant’s Form 8-K filed on December 28, 2005 (File No. 1-10883)(15)Incorporated by reference to the Registrant’s registration statement on Form 8-A12B filed on December 28, 2005 (FileNo. 1-10883)(16)Incorporated by reference to the Registrant’s Form 8-K filed on March 8, 2006 (File No. 1-10883)(17)Incorporated by reference to the Registrant’s Form 8-K filed on May 18, 2006 (File No. 1-10883)(18)Incorporated by reference to the Registrant’s Form 8-K filed on January 8, 2007 (File No. 1-10883)(19)Filed herewith69 SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto duly authorized.WABASH NATIONAL CORPORATION By: /s/ Robert J. SmithRobert J. SmithSenior Vice President and Chief Financial Officer (PrincipalFinancial Officer and PrincipalAccounting Officer)March 12, 2007Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons onbehalf of the registrant in the capacities and on the date indicated.Date Signature and TitleMarch 12, 2007 By: /s/ Richard J. GirominiRichard J. GirominiPresident and Chief Executive Officer, Director (PrincipalExecutive Officer) March 12, 2007 By: /s/ Robert J. SmithRobert J. SmithSenior Vice President and Chief Financial Officer (PrincipalFinancial Officer and Principal Accounting Officer) March 12, 2007 By: /s/ William P. GreubelWilliam P. GreubelChairman of the Board of Directors March 12, 2007 By: /s/ David C. BurdakinDavid C. BurdakinDirector March 12, 2007 By: /s/ Martin C. JischkeDr. Martin C. JischkeDirector March 12, 2007 By: /s/ J.D. (Jim) KellyJ.D. (Jim) KellyDirector March 12, 2007 By: /s/ Stephanie K. KushnerStephanie K. KushnerDirector70 Date Signature and TitleMarch 12, 2007 By: /s/ Ronald L. StewartRonald L. StewartDirector March 12, 2007 By: /s/ Larry J. MageeLarry J. MageeDirector March 12, 2007 By: /s/ Scott K. SorensenScott K. SorensenDirector71 Exhibit 10.13 WABASH NATIONAL CORPORATIONANDTHE SUBSIDIARIES OF WABASH NATIONAL CORPORATIONIDENTIFIED ON THE SIGNATURE PAGES HERETO,AS BORROWERS SECOND AMENDED AND RESTATEDLOAN AND SECURITY AGREEMENTDated as of March 6, 2007$150,000,000 BANK OF AMERICA, N.A.,individually and as Agent for any Lender which isor becomes a Party hereto,LASALLE BANK, NATIONAL ASSOCIATION,individually and as Syndication Agent,WELLS FARGO FOOTHILL, LLC,individually and as a Syndication Agent,JPMORGAN CHASE BANK, N.A.,individually and as a Documentation Agent, andBANC OF AMERICA SECURITIES LLC,as Sole Lead Arranger and Book Manager, andTHE ADDITIONAL LENDERS NOW AND FROMTIME TO TIME PARTY HERETO  TABLE OF CONTENTS Page SECTION 1. CREDIT FACILITY 1 1.1. Loans 1 1.2. Letters of Credit; LC Guaranties 5 1.3. Reallocation of Revolving Loan Commitments 7 1.4. Borrowing Agent 7 1.5. Alternate Currencies 7 1.6. Dollars; Conversion to Dollars 8 1.7. Judgment Currency; Contractual Currency 8 1.8. Common Enterprise 9 1.9. Effect of Amendment and Restatement 10 SECTION 2. INTEREST, FEES AND CHARGES 10 2.1. Interest 10 2.2. Computation of Interest and Fees 11 2.3. Fee Letter 11 2.4. Letter of Credit and LC Guaranty Fees 11 2.5. Unused Line Fee 12 2.6. Intentionally omitted 12 2.7. Audit Fees 12 2.8. Reimbursement of Expenses 13 2.9. Bank Charges 13 2.10. Collateral Protection Expenses; Appraisals; Field Examinations 14 2.11. Payment of Charges 14 2.12. No Deductions 14 2.13. Joint and Several Obligations 15 2.14. Subrogation and Contribution 18 SECTION 3. LOAN ADMINISTRATION. 18 3.1. Manner of Borrowing Revolving Credit Loans/LIBOR Option 18 3.2. Payments 22 3.3. Mandatory and Optional Prepayments 23 3.4. Application of Payments and Collections 25 3.5. All Loans to Constitute One Obligation 26 3.6. Loan Account 26 3.7. Statements of Account 26 3.8. Increased Costs 27 3.9. Basis for Determining Interest Rate Inadequate 28 3.10. Sharing of Payments, Etc. 28 -i- Page SECTION 4. TERM AND TERMINATION 29 4.1. Term of Agreement 29 4.2. Termination 29 SECTION 5. SECURITY INTERESTS 30 5.1. Security Interest in Collateral 30 5.2. Other Collateral 32 5.3. Lien Perfection; Further Assurances 32 5.4. Lien on Realty 33 SECTION 6. COLLATERAL ADMINISTRATION 33 6.1. General 33 6.2. Administration of Accounts 34 6.3. Administration of Inventory 36 6.4. Administration of Equipment 36 6.5. Payment of Charges 37 SECTION 7. REPRESENTATIONS AND WARRANTIES 37 7.1. General Representations and Warranties 37 7.2. Continuous Nature of Representations and Warranties 46 7.3. Survival of Representations and Warranties 46 SECTION 8. COVENANTS AND CONTINUING AGREEMENTS 47 8.1. Affirmative Covenants 47 8.2. Negative Covenants 52 8.3. Specific Financial Covenants 60 SECTION 9. CONDITIONS PRECEDENT 61 9.1. Conditions Precedent to Initial Loans and Other Initial Credit Accommodations 61 9.2. Conditions Precedent to all Loans and other Credit Accommodations 62 SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT 62 10.1. Events of Default 62 10.2. Acceleration of the Obligations 66 10.3. Other Remedies 66 10.4. Set Off and Sharing of Payments 67 10.5. Remedies Cumulative; No Waiver 68 SECTION 11. THE AGENT 69 11.1. Authorization and Action 69 11.2. Agent’s Reliance, Etc 69 11.3. Bank of America and Affiliates 70 -ii- Page 11.4. Lender Credit Decision 70 11.5. Indemnification 71 11.6. Rights and Remedies to be Exercised by Agent Only 71 11.7. Agency Provisions Relating to Collateral 71 11.8. Agent’s Right to Purchase Commitments 72 11.9. Right of Sale, Assignment, Participations 72 11.10. Amendment 74 11.11. Resignation of Agent; Appointment of Successor 75 11.12. Audit and Examination Reports; Disclaimer by Lenders 76 11.13. Syndication Agents; Documentation Agent 77 11.14. Quebec Security 77 SECTION 12. MISCELLANEOUS 78 12.1. Power of Attorney 78 12.2. Indemnity 79 12.3. Sale of Interest 80 12.4. Severability 80 12.5. Successors and Assigns 80 12.6. Cumulative Effect; Conflict of Terms 80 12.7. Execution in Counterparts 80 12.8. Notice 80 12.9. Consent 81 12.10. Credit Inquiries 82 12.11. Time of Essence 82 12.12. Entire Agreement 82 12.13. Interpretation 82 12.14. Confidentiality 82 12.15. GOVERNING LAW; CONSENT TO FORUM. 83 12.16. WAIVERS BY BORROWERS. 84 12.17. Advertisement 85 12.18. English Language 85 12.19. USA PATRIOT Act 85 -iii- SECOND AMENDED AND RESTATEDLOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made as of this 6th day of March, 2007, by andamong BANK OF AMERICA, N.A. (“Bank of America”), a Rhode Island corporation with an office at One South Wacker Drive, Suite 3400, Chicago,Illinois 60606, individually as a Lender, as Agent (“Agent”) for itself and any other financial institution which is or becomes a party hereto (each suchfinancial institution, including Bank of America, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), the LENDERS,LASALLE BANK, NATIONAL ASSOCIATION, individually as a Lender and as Syndication Agent for Lenders, WELLS FARGO FOOTHILL,LLC, individually as a Lender and as a Syndication Agent for Lenders, JPMORGAN CHASE BANK, N.A., individually as a Lender and as aDocumentation Agent for Lenders, BANC OF AMERICA SECURITIES LLC, as sole lead arranger and book manager (“Arranger”), and each ofWABASH NATIONAL CORPORATION, a Delaware corporation with its chief executive office and principal place of business at 1000 Sagamore ParkwaySouth, Lafayette, Indiana 47905 (“Wabash”) and EACH SUBSIDIARY OF WABASH THAT IS IDENTIFIED ON THE SIGNATURE PAGESHERETO AS A BORROWER; Wabash and each such Subsidiary are hereafter referred to collectively, as “Borrowers” and individually, as “Borrower”.Capitalized terms used in this Agreement have the meanings assigned to them in Appendix A, General Definitions. Accounting terms not otherwise specificallydefined herein shall be construed in accordance with GAAP consistently applied. This Agreement amends, supercedes, restates and replaces in its entirety thatcertain Amended and Restated Loan and Security Agreement dated as of December 30, 2004 (the “Original Loan Agreement”) by and among Agent, the otheragents party thereto, Lenders and Borrowers, which in turn amended, superceded, restated and replaced in its entirety that certain Loan and SecurityAgreement dated as of September 23, 2003 by and among Agent, the other agents party thereto, Lenders, Fleet Securities, Inc., as arranger, and Borrowers.SECTION 1. CREDIT FACILITY Subject to the terms and conditions of, and in reliance upon the representations and warranties made in, this Agreement and the other Loan Documents,Lenders agree to make a Total Credit Facility of up to $150,000,000 available to Borrowers upon a Borrower’s request therefor, as follows: 1.1. Loans. 1.1.1. Revolving Credit Loans. Each Lender agrees, severally and not jointly, for so long as no Default or Event of Default exists, to make RevolvingCredit Loans to Borrowers from time to time during the period from the date hereof to but not including the last day of the Term, as requested by Borrowersin the manner set forth in Section 1.4 and subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the lesser of (i) suchLender’s Revolving Loan-1- Commitment minus the product of such Lender’s Revolving Loan Percentage and the sum of the Dollar Equivalent of the LC Amount and LC Obligationsminus the product of such Lender’s Revolving Loan Percentage and reserves, if any and (ii) the product of (a) such Lender’s Revolving Loan Percentageand (b) an amount equal to the sum of the Borrowing Base at such time minus the sum of the Dollar Equivalent of the LC Amount and LC Obligationsminus reserves, if any. Agent shall have the right to establish reserves in such amounts, and with respect to such matters as Agent shall deem necessary orappropriate in its reasonable credit judgment, against the amount of Revolving Credit Loans which Borrowers may otherwise request under this subsection1.1.1 including without limitation with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which creditmemoranda are issued in the ordinary course of a Borrower’s business; (ii) dilution related to Accounts in excess of five percent (5%); (iii) shrinkage,spoilage and obsolescence of Inventory; (iv) slow moving Inventory; (v) other sums chargeable against a Borrower’s Loan Account as Revolving CreditLoans under any section of this Agreement; (vi) amounts owing by a Borrower to any Person to the extent secured by a Lien on, or trust over, any Propertyof such Borrower, including without limitation Prior Claims; (vii) amounts owing by a Borrower in connection with Product Obligations and relating tocurrency exchange rate risk; and (viii) such other specific events, conditions or contingencies as to which Agent, in its reasonable credit judgment as iscustomary for asset based facilities of this type, determines reserves should be established from time to time hereunder. Notwithstanding the foregoing,Agent shall not establish any reserves in respect of any matters relating to any items of Collateral that have been taken into account in determining EligibleInventory, Eligible Trailer Inventory, Eligible Bill and Hold Inventory, Eligible Accounts. Eligible Equipment or Eligible Real Property, as applicable. TheRevolving Credit Loans shall be repayable in accordance with the terms of the Revolving Notes and as set forth in subsection 3.2.1, and shall be securedby, among other things, all of the Collateral. 1.1.2. Overadvances. Insofar as a Borrower may request and Agent or Majority Lenders (as provided below) may be willing in their sole and absolutediscretion to make Revolving Credit Loans to such Borrower at a time when the unpaid balance of Revolving Credit Loans plus the sum of the DollarEquivalent of the LC Amount plus the Dollar Equivalent of the amount of LC Obligations that have not been reimbursed by Borrowers or funded with aRevolving Credit Loan, plus reserves, exceeds, or would exceed with the making of any such Revolving Credit Loan, the Borrowing Base (such Loan orLoans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”), Agent shall enter such Overadvances as debits inthe Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement forRevolving Credit Loans generally. Any Overadvance made pursuant to the terms hereof shall be made by all Lenders ratably in accordance with theirrespective Revolving Loan Percentages. Overadvances in the aggregate amount of $5,000,000 or less may, unless a Default or Event of Default has occurredand is-2- continuing (other than a Default or an Event of Default caused by the existence or making of such Overadvance), be made in the sole and absolutediscretion of Agent. Overadvances in an aggregate amount of more than $5,000,000 but less than $7,500,000 may, unless a Default or an Event of Defaulthas occurred and is continuing (other than a Default or Event of Default caused by the existence or making of such Overadvance), be made in the sole andabsolute discretion of the Majority Lenders. Overadvances in an aggregate amount of $7,500,000 or more and Overadvances to be made after the occurrenceand during the continuation of a Default or an Event of Default (other than a Default or Event of Default caused by the existence or making of suchOveradvance) shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (w) shallany Overadvances be outstanding for more than thirty (30) consecutive days, (x) after all outstanding Overadvances have been repaid, shall Agent orLenders make any additional Overadvances unless sixty (60) days or more have expired since the last date on which any Overadvances were outstanding,(y) shall Overadvances be outstanding for more than sixty (60) days within any one hundred eighty day (180) period or (z) shall Agent make RevolvingCredit Loans on behalf of Lenders under this subsection 1.1.2 to the extent such Revolving Credit Loans would cause a Lender’s share of the RevolvingCredit Loans to exceed such Lender’s Revolving Loan Commitment minus such Lender’s Revolving Loan Percentage of the sum of the Dollar Equivalent ofthe LC Amount and the LC Obligations. 1.1.3. Use of Proceeds. The Revolving Credit Loans shall be used solely for (i) the payment of fees and expenses associated with the transactionscontemplated hereby, (ii) Borrowers’ general operating capital needs (including Capital Expenditures permitted hereunder) in a manner consistent with theprovisions of this Agreement and all applicable laws, (iii) the funding of Permitted Acquisitions, and (iv) other general corporate purposes. 1.1.4. Swingline Loans. In order to reduce the frequency of transfers of funds from Lenders to Agent for making Revolving Credit Loans and for so longas no Default or Event of Default exists, Agent shall be permitted (but not required) to make Revolving Credit Loans to Borrowers upon request byBorrowers (such Revolving Credit Loans to be designated as “Swingline Loans”) provided that the aggregate amount of Swingline Loans outstanding at anytime will not (i) exceed $10,000,000; (ii) when added to the principal amount of Agent’s other Revolving Credit Loans then outstanding plus Agent’sRevolving Loan Percentage of the sum of the Dollar Equivalent of the LC Amount and the LC Obligations, exceed Agent’s Revolving Credit Commitment;or (iii) when added to the principal amount of all other Revolving Credit Loans then outstanding plus the sum of the Dollar Equivalent of the LC Amountand the LC Obligations plus reserves, exceed the Borrowing Base. Within the foregoing limits, each Borrower may borrow, repay and reborrow SwinglineLoans. All Swingline Loans shall be treated as Revolving Credit Loans for purposes of this Agreement, except that (a) all Swingline Loans shall be BaseRate-3- Portions and (b) notwithstanding anything herein to the contrary (other than as set forth in the next succeeding sentence), all principal and interest paid withrespect to Swingline Loans shall be for the sole account of Agent in its capacity as the lender of Swingline Loans. Notwithstanding the foregoing, not morethan 2 Business Days after (1) Lenders receive notice from Agent that a Swingline Loan has been advanced in respect of a drawing under a Letter of Creditor LC Guaranty or (2) in any other circumstance, demand is made by Agent during the continuance of an Event of Default, each Lender shall irrevocablyand unconditionally purchase and receive from Agent, without recourse or warranty from Agent, an undivided interest and participation in each SwinglineLoan to the extent of such Lender’s Revolving Loan Percentage thereof, by paying to Agent, in same day funds, an amount equal to such Lender’sRevolving Loan Percentage of such Swingline Loan. Swingline Loans will be settled between the Agent and the Lenders in the manner set forth in subsection3.1.2 and Agent will settle any interest and principal actually received from Borrowers with any Lender that becomes participant in the Swingline Loanduring the continuance of an Event of Default pursuant to immediately preceding sentence on a weekly (or more frequently, as determined by Agent in itssole discretion) basis. For purposes of this Agreement, Swingline Loans shall include any “Swingline Loans” made under the Original Loan Agreement andoutstanding on the Closing Date. 1.1.5. Agent Loans. Upon the occurrence and during the continuance of an Event of Default, Agent, in its sole discretion, may make Revolving CreditLoans on behalf of Lenders, in an aggregate amount not to exceed $5,000,000, if Agent, in its reasonable business judgment, deems that such RevolvingCredit Loans are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood, or maximize the amount of,repayment of the Loans and the other Obligations, or (iii) to pay any other amount chargeable to any Borrower pursuant to this Agreement, includingwithout limitation costs, fees and expenses as described in Sections 2.8 and 2.9 (hereinafter, “Agent Loans”); provided, that in no event shall (a) themaximum principal amount of the Revolving Credit Loans plus the Dollar Equivalent of the LC Amount and the LC Obligations exceed the aggregateRevolving Loan Commitments and (b) Majority Lenders may at any time revoke Agent’s authorization to make Agent Loans. Any such revocation must bein writing and shall become effective prospectively upon Agent’s receipt thereof. Each Lender shall be obligated to advance its Revolving Loan Percentage ofeach Agent Loan. If Agent Loans are made pursuant to the preceding sentence, then (a) the Borrowing Base shall be deemed increased by the amount of suchpermitted Agent Loans, but only for so long as Agent allows such Agent Loans to be outstanding, and (b) all Lenders that have committed to makeRevolving Credit Loans shall be bound to make, or permit to remain outstanding, such Agent Loans based upon their Revolving Loan Percentages inaccordance with the terms of this Agreement. 1.1.6. Request for Increase of Revolving Loan Commitments. Lenders agree that Borrowers may, so long as no Default or Event of Default has occurredand-4- is continuing, deliver a written notice to Agent and each Lender (an “Increase Notice”) requesting an increase in the Revolving Loan Commitments in aminimum amount of $25,000,000 (a “Requested Revolver Increase”) with an aggregate limit for all Requested Revolver Increases of $100,000,000. Foursuch Increase Notices may be delivered during the Term and each Increase Notice shall be accompanied with a Compliance Certificate confirming that (i)no Default or Event of Default has occurred and is continuing and (ii) the Fixed Charge Coverage Ratio for the 12 month period ending on the last day of thecalendar month that ended most recently prior to the delivery of such Increase Notice, is greater than 1.10 to 1.0. If Borrowers deliver an Increase Notice,each Lender shall have the option to participate in the Requested Revolver Increase upon terms and in amounts determined by Agent by delivering a writtennotice to Agent and Borrowers within ten Business Days of such Lender’s receipt of the Increase Notice (it being agreed and understood that such Lendershall be deemed to have elected not to participate in the Requested Revolver Increase if it does not respond to the Increase Notice within ten Business Days ofits receipt thereof). If one or more Lenders with Revolving Loan Commitments elect not to participate in the Requested Revolver Increase, or if suchparticipation is for less than the full amount of the Requested Revolver Increase, then Agent may, at its option and in its separate capacities as a Lender,elect to participate in such remaining portion of the Requested Revolver Increase or permit one or more existing Lenders to participate in the remainingportion of the Required Revolver Increase. If there is less than full participation by existing Lenders with Revolving Loan Commitments in the RequestedRevolver Increase after the foregoing procedures, then one or more new Lenders acceptable to Agent and Borrowers may be added as parties to thisAgreement for purposes of participating in such remaining portion; provided, that if any portion of the Requested Revolver Increase remains unfunded afterAgent’s and Borrowers’ syndication efforts, the applicable Requested Revolver Increase shall be reduced to an amount equal to the aggregate amount ofparticipations in such Requested Revolver Increase by all existing and new Lenders. After giving effect to the procedures described in this paragraph, eachLender participating in the Requested Revolver Increase shall have its Revolving Loan Commitment increase to the extent of its participation as determinedby Agent and, upon the request of such Lender, Borrowers will execute a replacement Revolving Note for such Lender reflecting the increased amount of itsRevolving Loan Commitment. Borrowers agree to execute such amendments and supplements to the Loan Documents as Agent reasonably deems necessaryin connection with a Requested Revolver Increase and further agree to pay to Lenders a commitment fee and to Agent an arrangement fee to be determined byAgent and Borrowers in connection with the Requested Revolver Increase. 1.2. Letters of Credit; LC Guaranties. 1.2.1. Issuance of Letters of Credit and LC Guarantees. Agent agrees, for so long as no Default or Event of Default exists and if requested by aBorrower, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date-5- requested by such Borrower, Letters of Credit (sight drafts only) for the account of a Borrower or (ii) execute LC Guaranties by which Agent, Bank, oranother Affiliate of Agent, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower of its reimbursement obligationswith respect to letters of credit issued for a Borrower’s account by other Persons; provided, that (a) the Dollar Equivalent of the LC Amount shall not exceed$15,000,000 at any time and (b) at no time will a Letter of Credit or LC Guaranty be issued if doing so could cause a violation of subsection 1.1.1. Prior tothe Closing Date, Bank issued certain letters of credit for the account of one or more Borrowers under the Original Loan Agreement, which Letters of Creditare still outstanding on the Closing Date and are more particularly described on Exhibit 1.2.1 hereto (the “Existing Letters of Credit”). Agent, Lenders andBorrowers hereby agree that the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement on the Closing Date. No Letterof Credit or LC Guaranty may have an expiration date (a) after the last day of the Term, (b) in the case of standby Letters of Credit or LC Guarantiessupporting standby letters of credit, more than 1 year after the issuance date thereof or (c) in the case of documentary Letters of Credit or LC Guarantiessupporting documentary letters of credit, more than 180 days after the issuance date thereof. 1.2.2. Lender Participation. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemedto have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation thereinequal to the sum of the Dollar Equivalent of the applicable LC Amount and the applicable LC Obligations multiplied by such Lender’s Revolving LoanPercentage. Agent will notify each Lender on a weekly basis, or if determined by Agent, a more frequent basis, upon presentation to it of a draw under aLetter of Credit or a demand for payment under a LC Guaranty. On a weekly basis, or more frequently if requested by Agent, each Lender shall makepayment to Agent in immediately available funds in Dollars, of an amount equal to such Lender’s pro rata share (based on such Lender’s Revolving LoanPercentage) of the amount of any payment made by Agent in respect to any Letter of Credit or LC Guaranty. The obligation of each Lender to reimburseAgent under this subsection 1.2.2 shall be unconditional, continuing, irrevocable and absolute, except in respect of indemnity claims arising out of Agent’swillful misconduct or gross negligence. In the event that any Lender fails to make payment to Agent of any amount due under this subsection 1.2.2, Agentshall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until Agentreceives such payment from such Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shallrelieve such Lender of its obligation to reimburse the Agent for such amount in accordance with this subsection 1.2.2. 1.2.3. Reimbursement. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligationsand all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance-6- of one or more Revolving Credit Loans in Dollars that are Base Rate Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agreeto fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender herebyagrees to pay to Agent, on demand, an amount equal to the Dollar Equivalent of such LC Obligations multiplied by such Lender’s Revolving LoanPercentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the samemanner as Base Rate Portions. In no event shall Agent or any Lender make any Revolving Credit Loan in respect of any Obligation that has already beensatisfied by any Borrower. 1.3. Reallocation of Revolving Loan Commitments. Each Borrower and each Lender hereby acknowledges and agrees that on the Closing Date each Lender will each assign portions of its existingRevolving Loan Commitment to and among the various other Lenders, without recourse and without representations or warranties other than that no liens orsecurity interests were created by such Lender on such Lender’s Revolving Loan Commitment, in amounts sufficient to cause each Lender’s respectiveRevolving Loan Commitment to be the amounts set forth below such Lender’s name on the signature pages to this Agreement. 1.4. Borrowing Agent. For ease of administration of this Agreement, each Borrower other than Wabash hereby appoints Wabash as its borrowing agent hereunder. In suchcapacity, Wabash will request all Revolving Credit Loans to be made pursuant to Section 1.1, will request all Letters of Credit and LC Guaranties to be issuedpursuant to Section 1.2 and will submit all LIBOR Requests with respect to obtaining any LIBOR Portion pursuant to subsection 3.1.7, converting any BaseRate Portion into a LIBOR Portion pursuant to subsection 3.1.8 or continuing any LIBOR Portion into a subsequent Interest Period pursuant to subsection3.1.9, in each case pursuant to the procedures set forth in Section 3.1. Notwithstanding anything to the contrary contained in this Agreement, no Borrowerother than Wabash shall be entitled to directly request any Revolving Credit Loans, Letters of Credit or LC Guaranties or to submit any LIBOR Requestshereunder and such requests shall be directed through Wabash, as borrowing agent hereunder, for any requesting Borrower. The proceeds of all RevolvingCredit Loans made hereunder shall be advanced to or at the direction of Wabash and used solely for the purposes described in subsection 1.1.3. 1.5. Alternate Currencies. After the Closing Date, Borrowers may request that Letters of Credit and/or LC Guaranties be issued in any lawful currency other than Dollars that is atsuch time freely traded in the offshore interbank foreign exchange and foreign deposit market in which Bank customarily funds loans in currencies other thanDollars, by means of a written request received by Agent at least 7 Business Days prior to the issuance date for the Letter of Credit or LC Guaranty. Agent mayaccept or reject such request in the exercise of its sole discretion-7- and shall promptly inform Borrowers thereof. If Agent accepts any such request, the currency designated shall be referred to as an “Agreed AlternateCurrency”. Notwithstanding the foregoing, any otherwise Agreed Alternate Currency shall automatically cease being an Agreed Alternate Currency at such timethat, in Agent’s determination, such currency could not reasonably be converted by Agent into Dollars within 3 Business Days. Upon any draw upon a Letterof Credit or LC Guaranty, the amount of such draw shall be immediately converted into Dollars in the manner provided in Section 1.6. All reserves againstAvailability relating to the LC Amount or LC Obligations shall be adjusted at a frequency determined by Agent (but no less frequently than monthly) on thebasis of a mark-to-market conversion completed in the manner set forth in Section 1.6. 1.6. Dollars; Conversion to Dollars. Unless otherwise specifically set forth in this Agreement, all monetary amounts shall be in Dollars. All valuations or computations of monetaryamounts set forth in this Agreement shall include the Dollar Equivalent of amounts designated in Canadian Dollars or any Agreed Alternate Currency. Inconnection with all Dollar amounts set forth in this Agreement, all Canadian Dollars or amounts in any Agreed Alternate Currency shall be converted toDollars in accordance with prevailing exchange rates, as determined by Agent in its sole discretion, on the applicable date. 1.7. Judgment Currency; Contractual Currency. (i) If, for the purpose of obtaining or enforcing judgment against any Borrower or Guarantor or any other party to this Agreement in any court in anyjurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 1.7 referred to as the“Judgment Currency”) an amount due under any Loan Document in any currency (the “Obligation Currency”) other than the Judgment Currency, theconversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due,in the case of any proceeding in the courts of any jurisdiction that will give effect to such conversion being made on such date, or (b) the date on whichthe judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is madepursuant to this Section 1.7 being hereinafter in this Section 1.7 referred to as the “Judgment Conversion Date”). (ii) If, in the case of any proceeding in the court of any jurisdiction referred to in subsection 1.7(i), there is a change in the rate of exchange prevailingbetween the Judgment Conversion Date and the date of actual receipt for value of the amount due, the applicable Borrower or Guarantor shall pay suchadditional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received in the JudgmentCurrency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which-8- could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing onthe Judgment Conversion Date. Any amount due from a Borrower or Guarantor under this subsection 1.7(ii) shall be due as a separate debt and shall notbe affected by judgment being obtained for any other amounts due under or in respect of any of the Documents. (iii) The term “rate of exchange” in this Section 1.7 means the rate of exchange at which Agent would, on the relevant date at or about 12:00 noon(Chicago time), be prepared to sell the Obligation Currency against the Judgment Currency. (iv) Any amount received or recovered by Agent in respect of any sum expressed to be due to it (whether for itself or as trustee for any other person)from any Borrower or Guarantor of any other party under this Agreement or under any of the other Loan Documents in a currency other than thecurrency (the “contractual currency”) in which such sum is so expressed to be due (whether as a result of or from the enforcement of, any judgment ororder of a court or tribunal of any jurisdiction, the winding-up of a Borrower or Guarantor or otherwise) shall only constitute a discharge of suchBorrower or Guarantor to the extent of the amount of the contractual currency that Agent is able, in accordance with its usual practice, to purchase withthe amount of the currency so received or recovered on the date of receipt or recovery (or, if later, the first date on which such purchase is practicable). Ifthe amount of the contractual currency so purchased is less than the amount of the contractual currency so expressed to be due, such Borrower orGuarantor shall indemnify Agent against any loss sustained by it as a result, including the cost of making any such purchase. 1.8. Common Enterprise. Wabash is the direct or indirect and beneficial owner and holder of all of the issued and outstanding shares of stock or other equity interests in eachother Borrower and Subsidiary Guarantor. Borrowers and Subsidiary Guarantors make up a related organization of various entities constituting a singleeconomic and business enterprise so that Borrowers and Subsidiary Guarantors share a substantial identity of interests such that any benefit received by anyone of them benefits the others. Borrowers and certain of the Subsidiary Guarantors render services to or for the benefit of Borrowers and/or the otherSubsidiary Guarantors, as the case may be, purchase or sell and supply goods to or from or for the benefit of the others, make loans, advances and provideother financial accommodations to or for the benefit of Borrowers and Subsidiary Guarantors (including inter alia, the payment by Borrowers andSubsidiary Guarantors of creditors of the Borrowers or Subsidiary Guarantors and guarantees by Borrowers and Subsidiary Guarantors of indebtedness ofBorrowers and Subsidiary Guarantors and provide administrative, marketing, payroll and management services to or for the benefit of Borrowers andSubsidiary Guarantors). Borrowers and-9- Subsidiary Guarantors have centralized accounting, common officers and directors and are in certain circumstances, identified to creditors as a singleeconomic and business enterprise. 1.9. Effect of Amendment and Restatement. Upon the execution and delivery of this Agreement, the indebtedness and other liabilities of each Borrower previously governed by the Original LoanAgreement shall continue in full force and effect, but shall be governed by the terms and conditions set forth in this Agreement. Such liabilities, together withany and all additional liabilities incurred by each Borrower hereunder or under any of the other Loan Documents, shall continue to be secured by, among otherthings, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth herein and in the SecurityDocuments. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by such Borrowercontained in any and all Security Documents. The execution and delivery of this Agreement shall not constitute a novation or repayment of the indebtednessoutstanding under the Original Loan Agreement. Each Borrower hereby acknowledges and agrees that any and all references in any Loan Documents to theOriginal Loan Agreement shall be deemed to be amended to refer to this Agreement. Each Borrower hereby reaffirms its obligations, liabilities and indebtednessarising under each of the Loan Documents existing on the date hereof, in each case after giving effect to the provisions of the preceding sentence.SECTION 2. INTEREST, FEES AND CHARGES 2.1. Interest. 2.1.1. Rates of Interest. Interest shall accrue on the principal amount of the Base Rate Portions outstanding at the end of each day at a fluctuating rate perannum equal to the Applicable Margin then in effect plus the Base Rate. Said rate of interest shall increase or decrease by an amount equal to any increaseor decrease in the Base Rate, effective as of the opening of business on the day that any such change in the Base Rate occurs. If a Borrower exercises itsLIBOR Option as provided in Section 3.1, interest shall accrue on the principal amount of the LIBOR Portions outstanding at the end of each day at a rateper annum equal to the Applicable Margin then in effect plus the LIBOR applicable to each LIBOR Portion for the corresponding Interest Period. 2.1.2. Default Rate of Interest. At the option of Agent or the Majority Lenders, upon and after the occurrence of an Event of Default and during thecontinuation thereof, the principal amount of all Loans shall bear interest at a rate per annum equal to 2.0% plus the interest rate otherwise applicable thereto(the “Default Rate”). 2.1.3. Maximum Interest. In no event whatsoever shall the aggregate of all amounts deemed interest hereunder or under the Notes and charged or collectedpursuant to the terms of this Agreement or pursuant to the Notes exceed the highest-10- rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. If any provisions of thisAgreement or the Notes are in contravention of any such law, such provisions shall be deemed amended to conform thereto (the “Maximum Rate”). If at anytime, the amount of interest paid hereunder is limited by the Maximum Rate, and the amount at which interest accrues hereunder is subsequently below theMaximum Rate, the rate at which interest accrues hereunder shall remain at the Maximum Rate, until such time as the aggregate interest paid hereunderequals the amount of interest that would have been paid had the Maximum Rate not applied. 2.2. Computation of Interest and Fees. Interest, Letter of Credit and LC Guaranty fees and Unused Line Fees hereunder shall be calculated daily and shall be computed on the actual numberof days elapsed over a year of 360 days. 2.3. Fee Letter. Borrowers shall jointly and severally pay to Agent certain fees and other amounts in accordance with the terms of the second amended and restated feeletter among Borrowers and Agent, dated as of the date hereof (the “Fee Letter”). 2.4. Letter of Credit and LC Guaranty Fees. Borrowers shall jointly and severally pay to Agent: (i) for standby Letters of Credit and LC Guaranties of standby letters of credit, for the ratable benefit of Lenders a per annum fee equal to theApplicable Margin then in effect for LIBOR Portions of the aggregate undrawn available amount of such Letters of Credit and LC Guarantiesoutstanding from time to time during the term of this Agreement, plus all normal and customary charges associated with the issuance, processing andadministration thereof, which fees and charges shall be deemed fully earned upon issuance (or as advised by Agent or Bank) of each such Letter ofCredit or LC Guaranty, shall be due and payable in arrears on the first Business Day of each month (or as advised by Agent or Bank) and shall not besubject to rebate or proration upon the termination of this Agreement for any reason; provided, that at any time that the Default Rate is in effect, the feeapplicable under this subsection shall be equal to the otherwise applicable fee plus 2.00%; (ii) for documentary Letters of Credit and LC Guaranties of documentary letters of credit, for the ratable benefit of Lenders a per annum fee equal tothe Applicable Margin then in effect for LIBOR Portions of the aggregate undrawn available amount of such Letters of Credit and LC Guarantiesoutstanding from time to time during the term of this Agreement,-11- plus all normal and customary charges associated with the issuance, processing and administration of each such Letter of Credit or LC Guaranty(which fees and charges shall be fully earned upon issuance, renewal or extension (as the case may be) of each such Letter of Credit or LC Guaranty (oras advised by Agent or Bank), shall be due and payable in arrears on the first Business Day of each month (or as advised by Agent or Bank), andshall not be subject to rebate or proration upon the termination of this Agreement for any reason); provided, that at any time that the Default Rate is ineffect, the fee applicable under this subsection shall be equal to the otherwise applicable fee plus 2.00%; and (iii) with respect to all Letters of Credit and LC Guaranties, for the account of Agent only, a per annum fronting fee equal to 0.125% of the aggregateundrawn available amount of such Letters of Credit and LC Guaranties outstanding from time to time during the term of this Agreement, which frontingfees shall be due and payable monthly in arrears on the first Business Day of each month and shall not be subject to rebate or proration upon thetermination of this Agreement for any reason. 2.5. Unused Line Fee. Borrowers shall jointly and severally pay to Agent, for the ratable benefit of Lenders and Agent (as lender of the Swingline Loans), a fee (the “UnusedLine Fee”) equal to the Applicable Margin per annum for the Unused Line Fee multiplied by the average daily amount by which the Revolving CreditMaximum Amount exceeds the sum of (i) the outstanding principal balance of the Revolving Credit Loans and the Swingline Loans plus (ii) the sum of theDollar Equivalent of the LC Amount and the LC Obligations; provided, that for purposes of allocating the Unused Line Fee among Lenders (other than Agent),outstanding Swingline Loans shall not be included as part of the outstanding balance of the Loans for purposes of calculating such fees owed to Lenders otherthan Agent. The Unused Line Fee shall be payable monthly in arrears on the first day of each month hereafter. 2.6. Intentionally omitted. 2.7. Audit Fees. Borrowers shall jointly and severally pay to Agent commercially reasonable audit fees in accordance with Agent’s current schedule of fees in effect fromtime to time in connection with audits of the books and records and Properties of each Borrower and its Subsidiaries and such other matters as Agent shalldeem appropriate in its reasonable credit judgment, plus all reasonable out-of-pocket expenses incurred by Agent in connection with such audits, whether suchaudits are conducted by employees of Agent or by third parties hired by Agent. Such audit fees and out-of-pocket expenses shall be payable on the first day ofthe month following the date of issuance by Agent of a request for payment thereof to Wabash. Agent may, in its discretion, provide for the payment of suchamounts by making appropriate Revolving Credit Loans to one or more Borrowers and charging the appropriate Loan Account or Loan Accounts therefor. Solong as no Event of Default is in existence, such audit fees shall not exceed $50,000 in the aggregate in any calendar year.-12- 2.8. Reimbursement of Expenses. If, at any time or times regardless of whether or not an Event of Default then exists, (i) Agent or Arranger incurs reasonable legal or accounting expensesor any other costs or out-of-pocket expenses in connection with (1) the negotiation and preparation of this Agreement or any of the other Loan Documents, anyamendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations(including, without limitation, printing and distribution of materials to prospective Lenders and all costs associated with bank meetings, but excluding anyclosing fees paid to Lenders in connection therewith) or (2) the administration of this Agreement or any of the other Loan Documents and the transactionscontemplated hereby and thereby; or (ii) Agent, Arranger or any Lender incurs reasonable legal or accounting expenses or any other costs or out-of-pocketexpenses in connection with (1) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any otherPerson) relating to the Collateral, this Agreement or any of the other Loan Documents or any Borrower’s, any Subsidiary’s or any Guarantor’s affairs; (2) anyamendment, modification, waiver or consent with respect to the Loan Documents requested of any Lender at a time when an Event of Default is in existence;(3) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender byvirtue of this Agreement or any of the other Loan Documents, including, without limitation, the Account Debtors; or (4) any attempt to inspect, verify, protect,preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; then all such reasonable legal and accounting expenses, othercosts and out of pocket expenses of Agent or any Lender, as applicable, shall be charged to Borrowers on a joint and several basis; provided, that Borrowersshall not be responsible for such expenses, costs and out-of-pocket expenses to the extent incurred because of the gross negligence or willful misconduct ofAgent, Arranger or such Lender seeking reimbursement. All amounts chargeable to Borrowers under this Section 2.8 shall be Obligations secured by all of theCollateral, shall be payable on demand to Agent or such Lender, as the case may be, and shall bear interest from the date such demand is made until paid infull at the rate applicable to Base Rate Portions from time to time. Borrowers shall also jointly and severally reimburse Agent and Lenders for expenses incurredby Agent in its administration of the Collateral to the extent and in the manner provided in Sections 2.9 and 2.10 hereof. 2.9. Bank Charges. Borrowers shall jointly and severally pay to Agent and each applicable Lender, on demand, any and all fees, costs or expenses which Agent or suchLender pays to a bank or other similar institution arising out of or in connection with (i) the forwarding to any Borrower or any other Person on behalf of anyBorrower, by Agent or any Lender, of proceeds of Loans made to any Borrower pursuant to this Agreement and (ii) the depositing for collection by Agent orany Lender of any check or item of payment received or delivered to Agent or any Lender on account of the Obligations.-13- 2.10. Collateral Protection Expenses; Appraisals; Field Examinations. All commercially reasonable out-of-pocket expenses incurred in protecting, storing, warehousing, insuring, handling, maintaining and shipping theCollateral, and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of thesale thereof shall be jointly and severally borne and paid by Borrowers. If Borrowers fail to promptly pay any portion thereof when due, Agent may, at itsoption, but shall not be required to, pay the same and charge one or more Borrowers therefor. On an annual basis, at Borrowers’ joint and several expense,(i) as requested by Agent or Majority Lenders in their reasonable credit judgment or (ii) promptly after any period of 10 consecutive days during whichAvailability is less than $40,000,000, Agent shall (a) obtain a desk top appraisal of the Inventory, the Bill and Hold Inventory and the Trailer Inventory of theCompanies conducted by an employee of Agent or a third party appraiser reasonably acceptable to Agent or (b) obtain an appraisal of the Inventory, the Billand Hold Inventory and the Trailer Inventory of the Companies from a third party appraiser reasonably acceptable to Agent, each of which appraisals shallinclude an assessment of the net orderly liquidation percentage of each category or type of Inventory, Bill and Hold Inventory and Trailer Inventory.Additionally, from time to time, if Agent or any Lender determines that obtaining appraisals is necessary in order for it to comply with applicable laws orregulations, and at any time if a Default or an Event of Default shall have occurred and be continuing, Agent may, and at the direction of the applicableLender, Agent shall, at Borrowers’ joint and several expense, obtain appraisals from appraisers (who may be personnel of Agent), stating the then current fairmarket value of all or any portion of the real Property or personal Property of any Company, including without limitation the Inventory of any Company.Additionally, as requested by Agent or Majority Lenders from time to time upon prior notice and during normal business hours, Agent shall obtain fieldexaminations conducted by an employee of Agent or a third party examiner reasonably acceptable to Agent at Borrowers’ joint and several expense, includingall commercially reasonable out-of-pocket expenses and a $850 per day charge per field examiner; provided, however, that if no Event of Default has occurredor is continuing, Borrowers shall only be required to pay for two (2) field examinations annually. 2.11. Payment of Charges. All amounts chargeable to any Borrower under this Agreement shall be Obligations secured by all of the Collateral, shall be, unless specificallyotherwise provided, payable on demand and shall bear interest from the date demand was made or such amount is due, as applicable, until paid in full at therate applicable to Base Rate Portions from time to time. 2.12. No Deductions. Any and all payments or reimbursements made hereunder shall be made free and clear of and without deduction for any and all taxes, levies, imposts,deductions, charges or withholdings, and all liabilities with respect thereto; excluding, however, the following: taxes imposed on the income of Agent or anyLender or franchise taxes by the jurisdiction-14- under the laws of which Agent or any Lender is organized or doing business or any political subdivision thereof and taxes imposed on its income by thejurisdiction of Agent’s or such Lender’s applicable lending office or any political subdivision thereof or franchise taxes (all such taxes, levies, imposts,deductions, charges or withholdings and all liabilities with respect thereto excluding such taxes imposed on net income, herein “Tax Liabilities”). If anyBorrower shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable hereunder to Agent or any Lender, then the sumpayable hereunder by Borrowers shall be increased as may be necessary so that, after all required deductions are made, Agent or such Lender receives anamount equal to the sum it would have received had no such deductions been made. 2.13. Joint and Several Obligations. Each Borrower acknowledges that it is jointly and severally liable for all of the Obligations and as a result hereby unconditionally guaranties the fulland prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all indebtedness, liabilitiesand obligations of every kind and nature of each other Borrower to Agent and Lenders and, howsoever created, arising or evidenced, whether direct or indirect,absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent or any Lender.Each Borrower agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable underapplicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to beunenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Borrower hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of theObligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt tocollect the Obligations from any other Borrower or any Guarantor or other action to enforce the same, (c) the waiver or consent by Agent or any Lender withrespect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement,instrument or document now or hereafter executed by any other Borrower and delivered to Agent or any Lender (other than a waiver, forgiveness or consent byAgent and Lenders that reduces the amount of any of the Obligations), (d) the failure by Agent or any Lender to take any steps to perfect and maintain itssecurity interest in, or to preserve its rights to, any security or Collateral for the Obligations, for its benefit, (e) Agent’s or any Lender’s election, in anyproceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application ofSection 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a securityinterest by any Borrower as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvencylegislation, (g) the disallowance, under Section 502 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all orany portion of Agent’s or any Lender’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal orequitable discharge or defense of a borrower or a guarantor.-15- Each Borrower hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy ofany Borrower, protest or notice with respect to the Obligations and all demands whatsoever, and covenants that this guaranty will not be discharged, except bycomplete and irrevocable payment and performance of the Obligations. No notice to any Borrower or any other party shall be required for Agent or any Lenderto make demand hereunder. Such demand shall constitute a mature and liquidated claim against the applicable Borrower. Upon the occurrence of any Event ofDefault, Agent or any Lender may, in its sole election, proceed directly and at once, without notice, against all or any Borrower to collect and recover the fullamount or any portion of the Obligations, without first proceeding against any other Borrower or any other Person, or any security or collateral for theObligations. During the existence of an Event of Default, Agent and each Lender shall have the exclusive right to determine the application of payments andcredits, if any from any Borrower, any other Person or any security or collateral for the Obligations, on account of the Obligations or of any other liability ofany Borrower to Agent or any Lender. At any time after and during the continuance of an Event of Default, Agent and each Lender may, in its sole discretion, without notice to any Borrowerand regardless of the acceptance of any collateral for the payment hereof, appropriate and apply toward payment of the Obligations (i) any indebtedness due orto become due from Agent or any Lender to such Borrower and (ii) any moneys, credits or other property belonging to such Borrower at any time held by orcoming into the possession of Agent or any Lender or any Affiliates thereof, whether for deposit or otherwise. Notwithstanding anything to the contrary set forth in this Section 2.13, it is the intent of the parties hereto that the liability incurred by each Borrower inrespect of the Obligations of the other Borrowers (and any Lien granted by each Borrower to secure such Obligations), not constitute a fraudulent conveyanceunder Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of anystate or other governmental unit (“Fraudulent Conveyance”). Consequently, each Borrower, Agent and each Lender hereby agree that if a court of competentjurisdiction determines that the incurrence of liability by any Borrower in respect of the Obligations of any other Borrower (or any Liens granted by suchBorrower to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens)shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and theother Loan Documents shall automatically be deemed to have been amended accordingly. Each Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, tocompel Agent or Lenders to marshall assets or to proceed in respect of the Obligations guaranteed hereunder against any other Borrower or any Guarantor, anyother party or against any security for the-16- payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among eachBorrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documentsand that, but for the provisions of this Section 2.13 and such waivers, Agent and Lenders would decline to enter into this Agreement. Each Borrower agrees that the provisions of this Section 2.13 are for the benefit of Agent and Lenders and their respective successors, transferees,endorsees and assigns, and nothing herein contained shall impair, as between any other Borrower and Agent or Lenders, the obligations of such otherBorrower under the Loan Documents. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, and except as set forth in Section 2.13, each Borrowerhereby expressly and irrevocably subordinates to payment of the Obligations any and all rights at law or in equity to subrogation, reimbursement, exoneration,contribution, indemnification or set off (including those set forth in Section 2.14) and any and all defenses available to a surety, guarantor or accommodationco-obligor until the Obligations are indefeasibly paid in full in cash. Each Borrower acknowledges and agrees that this subordination is intended to benefitAgent and Lenders and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Section 2.13, and that Agent, Lendersand their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.13. If Agent or any Lender may, under applicable law, proceed to realize its benefits under any of the Loan Documents giving Agent or such Lender a Lienupon any Collateral, whether owned by any Borrower or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, Agent orany Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under thisSection 2.13. If, in the exercise of any of its rights and remedies, Agent or any Lender shall forfeit any of its rights or remedies, including its right to enter adeficiency judgment against any Borrower or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, eachBorrower hereby consents to such action by Agent or such Lender and waives any claim based upon such action, even if such action by Agent or such Lendershall result in a full or partial loss of any rights of subrogation that each Borrower might otherwise have had but for such action by Agent or such Lender. Anyelection of remedies that results in the denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall notimpair any other Borrower’s obligation to pay the full amount of the Obligations. In the event Agent or any Lender shall bid at any foreclosure or trustee’s saleor at any private sale permitted by law or the Loan Documents, Agent or such Lender may bid all or less than the amount of the Obligations and the amount ofsuch bid need not be paid by Agent or such Lender but shall be credited against the Obligations. The amount of the successful bid at any such sale, whetherAgent, Lender or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference betweensuch bid amount and the remaining balance of the Obligations shall be conclusively deemed-17- to be the amount of the Obligations guaranteed under this Section 2.13, notwithstanding that any present or future law or court decision or ruling may have theeffect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale. The liability of Borrowers under this Section 2.13 is in addition to and shall be cumulative with all liabilities of each Borrower to Agent and Lendersunder this Agreement and the other Loan Documents to which such Borrower is a party or in respect of any Obligations or obligation of the other Borrower,without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary. 2.14. Subrogation and Contribution. Each Borrower agrees that if any other Borrower or any Guarantor makes a payment in respect of the Obligations, subject to Section 2.13, it shall besubrogated to the rights of the payees thereof against the other Borrowers and Guarantors with respect to such payment and shall have the rights ofcontribution set forth below against the other Borrowers and Guarantors. Subject to Section 2.13, each Borrower or Guarantor shall make payments in respectof the Obligations or contribution payments to the other Borrowers and Guarantors such that, taking into account all payments received on account ofsubrogation or contribution rights: (a) each Borrower or Guarantor shall have repaid at some time after the date hereof all Obligations the benefit of which havebeen received by it or, if the aggregate of all such repayments would exceed the outstanding Obligations, its pro rata share of the outstanding Obligations, inaccordance with the benefit received by it and (b) if there remain Obligations unpaid after application of the payments referred to above, the deficiency shall beshared by Borrowers and Guarantors pro rata in preparation to their respective net worths on the Closing Date.SECTION 3. LOAN ADMINISTRATION. 3.1. Manner of Borrowing Revolving Credit Loans/LIBOR Option. Borrowings under the credit facility established pursuant to Section 1 hereof shall be as follows: 3.1.1. Loan Requests. A request for a Revolving Credit Loan shall be made, or shall be deemed to be made, in the following manner: (a) subject to theterms of Section 1.4, Wabash (on behalf of Borrowers) may give Agent notice of its intention to borrow, in which notice Wabash shall specify the amountof the proposed borrowing of a Revolving Credit Loan (which shall be no less than $500,000 or an integral multiple of $100,000) and the proposedborrowing date, which shall be a Business Day, no later than 11:00 a.m. (Chicago, Illinois time) on the proposed borrowing date (or in accordance withsubsection 3.1.7, 3.1.8 or 3.1.9, as applicable, in the case of a request for a LIBOR Portion), provided, however, that no such request may be made at atime when there exists a Default or an Event of Default; and (b) the-18- becoming due of any amount required to be paid under this Agreement, or the Notes, whether as interest or for any other Obligation, shall be deemedirrevocably to be a request by a Borrower for a Revolving Credit Loan on the due date in the amount required to pay such interest or other Obligation. 3.1.2. Payment by Lenders. Agent shall give to each Lender prompt written notice by facsimile, telex or cable of the receipt by Agent from Wabash ofany request for a Revolving Credit Loan. Each such notice shall specify the requested date and amount of such Revolving Credit Loan, whether suchRevolving Credit Loan shall be subject to the LIBOR Option, and the amount of each Lender’s advance thereunder (in accordance with its applicableRevolving Loan Percentage). Each Lender shall, not later than 2:00 p.m. (Chicago time) on such requested date, wire to a bank designated by Agent theamount of that Lender’s Revolving Loan Percentage of the requested Revolving Credit Loan. The failure of any Lender to make the Revolving Credit Loansto be made by it shall not release any other Lender of its obligations hereunder to make its Revolving Credit Loan. Neither Agent nor any other Lender shallbe responsible for the failure of any other Lender to make the Revolving Credit Loan to be made by such other Lender. The foregoing notwithstanding,Agent, in its sole discretion, may from its own funds make a Revolving Credit Loan on behalf of any Lender. In such event, the Lender on behalf of whomAgent made the Revolving Credit Loan shall reimburse Agent for the amount of such Revolving Credit Loan made on its behalf, on a weekly (or morefrequent, as determined by Agent in its sole discretion) basis. In addition, Agent shall notify Lenders on a weekly (or more frequent, as determined by Agentin its sole discretion) basis regarding settlement of the Swingline Loans, and promptly following such notice, each Lender shall reimburse Agent (inaccordance with its applicable Revolving Loan Percentage) for the amount of the Swingline Loans outstanding. On each such settlement date, Agent will payto each Lender the net amount owing to such Lender in connection with such settlement, including without limitation amounts relating to Loans, fees,interest and other amounts payable hereunder. The entire amount of interest attributable to such Revolving Credit Loan or Swingline Loan for the periodfrom the date on which such Revolving Credit Loan or Swingline Loan was made by Agent on such Lender’s behalf until Agent is reimbursed by suchLender, shall be paid to Agent for its own account. 3.1.3 Disbursement. Each Borrower hereby irrevocably authorizes Agent to disburse the proceeds of each Loan requested, or deemed to be requested,pursuant to subsection 3.1.1 as follows: (i) the proceeds of each Revolving Credit Loan requested under subsection 3.1.1(a) shall be disbursed by Agent inlawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance with the terms of thewritten disbursement letter from Borrowers, and in the case of each subsequent borrowing, by wire transfer to such bank account as may be agreed uponby Borrowers and Agent from time to time or elsewhere if pursuant to a written direction from a Borrower and (ii) the proceeds of each Revolving CreditLoan deemed requested under subsection 3.1.1(b) shall be disbursed-19- by Agent by way of direct payment of the relevant interest or other Obligation. If at any time any Loan is funded by Agent or Lenders in excess of theamount requested or deemed requested by a Borrower, such Borrower agrees to repay the excess to Agent immediately upon the earlier to occur of (a) suchBorrower’s discovery of the error and (b) notice thereof to such Borrower from Agent or any Lender. 3.1.4. Authorization. Each Borrower hereby irrevocably authorizes Agent, in Agent’s sole discretion, to advance to Wabash or another Borrower, and tocharge to the appropriate Borrower’s Loan Account hereunder as a Revolving Credit Loan (which shall be a Base Rate Portion), a sum sufficient to pay allinterest accrued on the Obligations during the immediately preceding month, to pay all principal due and payable at any time and to pay all fees, costs andexpenses and other Obligations at any time owed by each Borrower to Agent, Arranger or any Lender hereunder; provided however that the applicableBorrower shall have 2 Business Days to review and pay expenses related to attorneys’ fees prior to Agent charging the appropriate Borrower’s Loan Accounthereunder related thereto. 3.1.5. Letter of Credit and LC Guaranty Requests. A request for a Letter of Credit or LC Guaranty shall be made in the following manner: Wabash (onbehalf of Borrowers) shall give Agent and Bank a written notice of its request for the issuance of a Letter of Credit or LC Guaranty, not later than11:00 a.m. (Chicago, Illinois time), at least one Business Day before the proposed issuance date thereof, in which notice such Borrower shall specify theproposed issuer, issuance date and format and wording for the Letter of Credit or LC Guaranty being requested (which shall be satisfactory to Agent andthe Person being asked to issue such Letter of Credit or LC Guaranty); provided, that no such request may be made at a time when there exists a Default orEvent of Default. Such request shall be accompanied by an executed application and reimbursement agreement in form and substance satisfactory to Agentand the Person being asked to issue the Letter of Credit or LC Guaranty, as well as any required corporate resolutions or other documents reasonablyrequested by Agent or Bank. 3.1.6. Method of Making Requests. As an accommodation to Borrowers, unless a Default or an Event of Default is then in existence, (i) Agent shallpermit telephonic or electronic requests for Revolving Credit Loans to Agent, (ii) Agent and Bank may, in their discretion, permit electronic transmittal ofrequests for Letters of Credit and LC Guaranties to them, and (iii) Agent may, in Agent’s discretion, permit electronic transmittal of instructions,authorizations, agreements or reports to Agent. Unless a Borrower specifically directs Agent or Bank, as applicable in writing not to accept or act upontelephonic or electronic communications from such Borrower (which direction shall only be applicable to the Persons who have received the same inwriting), neither Agent, Bank nor any Lender shall have any liability to any Borrower for any loss or damage suffered by any Borrower as a result ofAgent’s or Bank’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to ittelephonically or electronically and purporting to have been sent to Agent or Bank by any Borrower,-20- and neither Agent or Bank shall have any duty to verify the origin of any such communication or the authority of the Person sending it. Each telephonicrequest for a Revolving Credit Loan accepted by Agent or Bank hereunder shall be promptly followed by a written confirmation of such request from theapplicable Borrower to Agent and Bank. 3.1.7. LIBOR Portions. Provided that as of both the date of the LIBOR Request and the first day of the Interest Period, no Default or Event of Defaultexists, in the event a Borrower desires to obtain a LIBOR Portion, Wabash (on behalf of such Borrower) shall give Agent a LIBOR Request no later than11:00 a.m. (Chicago, Illinois time) on the third Business Day prior to the requested borrowing date. Each LIBOR Request shall be irrevocable and bindingon Borrowers. In no event shall Borrowers be permitted to have outstanding at any one time LIBOR Portions with more than six (6) different InterestPeriods. 3.1.8. Conversion of Base Rate Portions. Provided that as of both the date of the LIBOR Request and the first day of the Interest Period, no Default orEvent of Default exists, a Borrower may, on any Business Day, convert any Base Rate Portion of such Borrower into a LIBOR Portion. If a Borrowerdesires to convert a Base Rate Portion, Wabash (on behalf of such Borrower) shall give Agent a LIBOR Request no later then 11:00 a.m. (Chicago, Illinoistime) on the third Business Day prior to the requested conversion date. After giving effect to any conversion of Base Rate Portions to LIBOR Portions,Borrowers shall not be permitted to have outstanding at any one time LIBOR Portions with more than six (6) different Interest Periods. 3.1.9. Continuation of LIBOR Portions. Provided that as of both the date of the LIBOR Request and the first day of the Interest Period, no Default orEvent of Default exists, a Borrower may, on any Business Day, continue any LIBOR Portions of such Borrower into a subsequent Interest Period of thesame or a different permitted duration. If a Borrower desires to continue a LIBOR Portion, Wabash (on behalf of such Borrower) shall give Agent a LIBORRequest no later than 11:00 a.m. (Chicago, Illinois time) on the second Business Day prior to the requested continuation date. After giving effect to anycontinuation of LIBOR Portions, Borrowers shall not be permitted to have outstanding at any one time LIBOR Portions with more than six (6) differentInterest Periods. If a Borrower shall fail to give timely notice of its election to continue any LIBOR Portion or portion thereof as provided above, or if suchcontinuation shall not be permitted, such LIBOR Portion or portion thereof, unless such LIBOR Portion shall be repaid, shall automatically be convertedinto a Base Rate Portion at the end of the Interest Period then in effect with respect to such LIBOR Portion. 3.1.10. Inability to Make LIBOR Portions. Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or anychange therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection 3.1.10, the term“Lender” shall include the office or branch where such Lender or any corporation or bank then controlling such-21- Lender makes or maintains any LIBOR Portions) to make or maintain its LIBOR Portions, or if with respect to any Interest Period, Agent is unable todetermine the LIBOR relating thereto, or adverse or unusual conditions in, or changes in applicable law relating to, the London interbank market make it,in the reasonable judgment of Agent, impracticable to fund therein any of the LIBOR Portions, or make the projected LIBOR unreflective of the actual costsof funds therefor to any Lender, the obligation of Agent and Lenders to make or continue LIBOR Portions or convert Base Rate Portions to LIBOR Portionshereunder shall forthwith be suspended during the pendency of such circumstances and the applicable Borrower shall, if any affected LIBOR Portions arethen outstanding, promptly upon request from Agent, convert such affected LIBOR Portions into Base Rate Portions. 3.2. Payments. Except where evidenced by Notes issued by one or more Borrowers to any Lender and accepted by such Lender specifically containing paymentinstructions that are in conflict with this Section 3.2 (in which case the conflicting provisions of said notes or other instruments shall govern and control), theObligations shall be payable as follows: 3.2.1. Principal. Principal on account of Revolving Credit Loans shall be payable by Borrowers to Agent for the ratable benefit of Lenders immediatelyupon the earliest of (i) at all times during a Dominion Period, the receipt by Agent, any Company or any Guarantor of any proceeds of any of the Collateral(except as otherwise provided herein), including without limitation pursuant to subsections 3.3.1 and 6.2.4, to the extent of said proceeds, subject toBorrowers’ rights to reborrow such amounts in compliance with subsection 1.1.1 hereof; (ii) the occurrence of an Event of Default in consequence of whichAgent or Majority Lenders elect to accelerate the maturity and payment of the Obligations, (iii) subject to the provisions of subsection 1.1.2, at all times thatthe calculations set forth in subsection 1.1.1 reflect a negative amount, to the extent of such amount, or (iv) termination of this Agreement pursuant toSection 4 hereof; provided, however, that, if an Overadvance shall exist at any time, Borrowers shall, on demand, jointly and severally repay theOveradvance. Each payment (including principal prepayment) on account of principal of the Revolving Credit Loans shall be applied first to Base RatePortions and then to LIBOR Portions. 3.2.2. Interest. (i) Base Rate Portion. Interest accrued on Base Rate Portions shall be due and payable on the earliest of (1) the first calendar day of each month (forthe immediately preceding month), computed through the last calendar day of the preceding month, (2) the occurrence of an Event of Default inconsequence of which Agent or Majority Lenders elect to accelerate the maturity and payment of the Obligations or (3) termination of this Agreementpursuant to Section 4 hereof.-22- (ii) LIBOR Portion. Interest accrued on each LIBOR Portion shall be due and payable on each LIBOR Interest Payment Date and on the earlier of(1) the occurrence of an Event of Default in consequence of which Agent or Majority Lenders elect to accelerate the maturity and payment of theObligations or (2) termination of this Agreement pursuant to Section 4 hereof. 3.2.3. Costs, Fees and Charges. Costs, fees and charges payable pursuant to this Agreement shall be jointly and severally payable by Borrowers toAgent, as and when provided in Section 2 or Section 3 hereof, as applicable to Agent or a Lender, as applicable, or to any other Person designated by Agentor such Lender in writing. 3.2.4. Other Obligations. The balance of the Obligations requiring the payment of money, if any, shall be jointly and severally payable by Borrowers toAgent for distribution to Lenders, as appropriate, as and when provided in this Agreement, the Other Agreements or the Security Documents, or ondemand, whichever is later. 3.2.5. Prepayment of/Failure to Borrow LIBOR Portions. Borrowers may prepay a LIBOR Portion only upon at least three (3) Business Days priorwritten notice to Agent (which notice shall be irrevocable). In the event of (i) the payment of any principal of any LIBOR Portion other than on the last dayof the Interest Period applicable thereto (including as a result of an Event of Default), (ii) the conversion of any LIBOR Portion other than on the last day ofthe Interest Period applicable thereto, or (iii) the failure to borrow, convert, continue or prepay any LIBOR Portion on the date specified in any noticedelivered pursuant hereto, then, in any such event, Borrowers shall jointly and severally compensate each Lender for the loss, cost and expense attributableto such event, as determined by such Lender in a manner consistent with its customs and practices. 3.3. Mandatory and Optional Prepayments. 3.3.1. Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Except for proceeds of Collateral received during the existence of a Event ofDefault (which shall be applied as set forth in subsection 3.4.2), if any Company or any Guarantor sells any of the Collateral or if any of the Collateral islost, damaged or destroyed or taken by condemnation, the applicable Company or Guarantor shall, unless otherwise agreed by Majority Lenders, pay toAgent for the ratable benefit of Lenders as and when received by such Company or Guarantor and as a mandatory prepayment of the Loans, as hereinprovided, a sum equal to 100% of the net proceeds (including insurance payments but net of costs and taxes incurred in connection with such sale or event)received by such Company or Guarantor from such sale, loss, damage, destruction or condemnation. In each case, the applicable prepayment shall beapplied to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments andthereafter to any outstanding Obligations. In addition, if the Collateral subject to such sale, loss, damage, destruction or condemnation consists of-23- (a) Eligible Accounts, Eligible Inventory, Eligible Bill and Hold Inventory or Eligible Trailer Inventory, at all times such prepayment shall be specificallyapplied against any limits or sublimits contained in the Borrowing Base that are predicated on such Collateral, (b) Eligible Equipment or Eligible RealProperty, at all times on or after the Fixed Asset Election Date such prepayment shall be specifically applied against any limits or sublimits contained in theBorrowing Base that are predicated on such Collateral and (c) Equipment or Real Property, at all times prior to the Fixed Asset Election Date such proceedsthat (i) exceed $1,000,000 in the aggregate in any calendar year shall reduce dollar for dollar the amount of the Fixed Asset Sublimit and the Maximum FixedAsset Amount in an amount equal to such excess or (ii) total at least $500,000 with respect to any individual sale or loss, shall reduce dollar for dollar theamount of the Fixed Asset Sublimit and the Maximum Fixed Asset Amount in an amount equal to such sale or loss. 3.3.2. Intentionally omitted. 3.3.3. Proceeds from Issuance of Additional Indebtedness. If any Borrower or any Guarantor issues any additional Indebtedness (excluding the NewConvertible Note Indebtedness issued in connection with the refinancing of the Convertible Notes pursuant to Section 8.1.16), Borrowers shall jointly andseverally pay to Agent for the ratable benefit of Lenders, when and as received by any Borrower or any Guarantor and as a mandatory prepayment of theObligations, a sum equal to 100% of the net proceeds to such Borrower or such Guarantor of the issuance of such Indebtedness. Any such prepaymentshall be applied to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving LoanCommitments. 3.3.4. Proceeds from Issuance of Additional Equity. If any Borrower or any Guarantor issues any additional equity (excluding (i) equity issued uponconversion of the Convertible Notes, (ii) equity issued in respect of a conversion of the New Convertible Note Indebtedness (including, without limitation,with respect to New Convertible Note Derivative Obligations), (iii) equity issued upon exercise of employee and director options or as restricted stock issuedunder compensatory arrangements with employees, consultants and directors, (iv) equity issued in a stock split, stock dividend or similar capital event notfor the purpose of raising cash and (v) equity issued in a business combination not for the purposes of raising cash), Borrowers shall jointly and severallypay to Agent for the ratable benefit of Lenders, when and as received by any Borrower or any Guarantor, and as a mandatory prepayment of theObligations, a sum equal to 50% of the net proceeds to such Borrower or such Guarantor of the issuance of such equity. Any such prepayment shall beapplied to reduce the outstanding principal balance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments. 3.3.5. Other Mandatory Prepayments. If any Borrower or any Guarantor receives any proceeds from any tax refunds, indemnity payments or pensionplan reversions, Borrowers shall jointly and severally pay to Agent for the benefit of-24- Lenders, when and as received by such Borrower or such Guarantor, and as a mandatory prepayment of the Obligations, a sum equal to 100% of suchproceeds of such tax refund, indemnity payment or pension plan reversions. Any such prepayment shall be applied to reduce the outstanding principalbalance of the Revolving Credit Loans, but shall not permanently reduce the Revolving Loan Commitments. 3.3.6. LIBOR Portions. If the application of any payment made in accordance with the provisions of this Section 3.3 at a time when no Event of Defaulthas occurred and is continuing would result in termination of a LIBOR Portion prior to the last day of the Interest Period for such LIBOR Portion, theamount of such prepayment shall not be applied to such LIBOR Portion, but will, at Borrowers’ option, be held by Agent in a non-interest bearing accountat a Lender or another bank satisfactory to Agent in its discretion, which account is in the name of Agent and from which account only Agent can makeany withdrawal, in each case to be applied as such amount would otherwise have been applied under this Section 3.3 at the earlier to occur of (i) the last dayof the relevant Interest Period or (ii) the occurrence of a Default or an Event of Default. 3.3.7. Optional Reductions of Revolving Loan Commitments. Borrowers may, at their option from time to time but not more than once in any 12 monthperiod upon not less than 30 Business Days’ prior written notice to Agent, terminate in whole or permanently reduce ratably in part, the unused portion ofthe Revolving Loan Commitments, provided, however, that (i) each such partial reduction shall be in an amount of $1,000,000 or integral multiples of$1,000,000 in excess thereof and (ii) the aggregate of all optional reductions to the Revolving Credit Commitments may not exceed $25,000,000 during theTerm. Except for charges under subsection 3.2.5 applicable to prepayments of LIBOR Portions, such prepayments shall be without premium or penalty. 3.4. Application of Payments and Collections. 3.4.1. Collections. All items of payment received by Agent in immediately available funds by 12:00 noon, Chicago, Illinois, time, on any Business Dayshall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, time, on any Business Day shall bedeemed received on the following Business Day. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise, a creditbalance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrowers, but shall be disbursed to a Borrower or otherwise ata Borrower’s direction in the manner set forth in subsection 3.1.3, upon a Borrower’s request at any time, so long as no Default or Event of Default thenexists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Default.-25- 3.4.2. Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according tothe unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to Agent and all suchpayments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except asprovided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay anyfees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrower; second,to pay interest due from Borrowers in respect of all Loans, including Swingline Loans and Agent Loans; third, to pay or prepay principal of SwinglineLoans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaidreimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held ascash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof); sixth, to the payment of any other Obligation (other thanamounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and seventh, to pay any amounts owing in respect of ProductObligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuingexclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against theObligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. 3.5. All Loans to Constitute One Obligation. The Loans, Letters of Credit and LC Guarantees shall constitute one general joint and several Obligation of Borrowers, and shall be secured by Agent’sLien upon all of the Collateral. 3.6. Loan Account. Agent shall enter all Loans as debits to one or more loan accounts (each, a “Loan Account”) and shall also record in the Loan Account all paymentsmade by or on behalf of each Borrower on any Obligations and all proceeds of Collateral which are finally paid to Agent, and may record therein, inaccordance with customary accounting practice, other debits and credits, including interest and all charges and expenses properly chargeable to each Borrower. 3.7. Statements of Account. Agent will account to Borrowers monthly with a statement of Loans, charges and payments made pursuant to this Agreement during the immediatelypreceding month, and such account rendered by Agent shall be deemed final, binding and conclusive upon Borrowers absent demonstrable error unless Agentis notified by Borrowers in writing to the-26- contrary within 30 days of the date each accounting is received by Borrowers. Such notice shall only be deemed an objection to those items specificallyobjected to therein. 3.8. Increased Costs. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted orimplemented after the date of this Agreement and having general applicability to all banks or finance companies within the jurisdiction in which any Lenderoperates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date ofthis Agreement), or any interpretation or application thereof by any governmental authority charged with the interpretation or application thereof, or thecompliance of such Lender therewith, shall: (i) (1) subject such Lender to any tax with respect to this Agreement (other than (a) any tax based on or measured by net income or otherwise in thenature of a net income tax, including, without limitation, any franchise tax or any similar tax based on capital, net worth or comparable basis formeasurement and (b) any tax collected by a withholding on payments and which neither is computed by reference to the net income of the payee nor is inthe nature of an advance collection of a tax based on or measured by the net income of the payee) or (2) change the basis of taxation of payments to suchLender of principal, fees, interest or any other amount payable hereunder or under any Loan Documents (other than in respect of (a) any tax based on ormeasured by net income or otherwise in the nature of a net income tax, including, without limitation, any franchise tax or any similar tax based oncapital, net worth or comparable basis for measurement and (b) any tax collected by a withholding on payments and which neither is computed byreference to the net income of the payee nor is in the nature of an advance collection of a tax based on or measured by the net income of the payee); (ii) impose, modify or hold applicable any reserve (except any reserve taken into account in the determination of the applicable LIBOR), specialdeposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by,any office of such Lender, including (without limitation) pursuant to Regulation D; or (iii) impose on such Lender or the London interbank market any other condition with respect to any Loan Document;and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining Loans hereunder or the result of any of theforegoing is to reduce the rate of return on such Lender’s capital as a consequence of its obligations hereunder, or the result of any of the foregoing is to reducethe amount of any payment (whether of principal, interest or otherwise) in respect of any of the Loans, then, in any such case,-27- Borrowers shall jointly and severally pay such Lender, upon demand and certification not later than sixty (60) days following its receipt of notice of theimposition of such increased costs, such additional amount as will compensate such Lender for such additional cost or such reduction, as the case may be, tothe extent such Lender has not otherwise been compensated, with respect to a particular Loan, for such increased cost as a result of an increase in the BaseRate or the LIBOR. An officer of the applicable Lender shall determine the amount of such additional cost or reduced amount using reasonable averaging andattribution methods and shall certify the amount of such additional cost or reduced amount to Borrowers, which certification shall include a writtenexplanation of such additional cost or reduction to Borrowers. Such certification shall be conclusive absent manifest error. If a Lender claims any additionalcost or reduced amount pursuant to this Section 3.8, then such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) todesignate a different lending office or to file any certificate or document reasonably requested by Borrowers if the making of such designation or filing wouldavoid the need for, or reduce the amount of, any such additional cost or reduced amount and would not, in the sole discretion of such Lender, be otherwisedisadvantageous to such Lender. 3.9. Basis for Determining Interest Rate Inadequate. In the event that Agent or any Lender shall have determined that: (i) reasonable means do not exist for ascertaining the LIBOR for any Interest Period; or (ii) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank market with respect to a proposedLIBOR Portion, or a proposed conversion of a Base Rate Portion into a LIBOR Portion; thenAgent or such Lender shall give Borrowers prompt written, telephonic or electronic notice of the determination of such effect. If such notice is given, (i) anysuch requested LIBOR Portion shall be made as a Base Rate Portion, unless Borrowers shall notify Agent no later than 11:00 a.m. (Chicago, Illinois time) three(3) Business Days prior to the date of such proposed borrowing that the request for such borrowing shall be canceled or made as an unaffected type of LIBORPortion, and (ii) any Base Rate Portion which was to have been converted to an affected type of LIBOR Portion shall be continued as or converted into a BaseRate Portion, or, if Borrowers shall notify Agent, no later than 11:00 a.m. (Chicago, Illinois time) three (3) Business Days prior to the proposed conversion,shall be maintained as an unaffected type of LIBOR Portion. 3.10. Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of anyLoan made by it in excess of its ratable share of payments on account of Loans made by all Lenders, such Lender shall forthwith purchase from each otherLender such participation in such Loan as-28- shall be necessary to cause such purchasing Lender to share the excess payment ratably with each other Lender; provided, that if all or any portion of suchexcess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to thepurchasing Lenders the purchase price to the extent of such recovery, together with an amount equal to such Lender’s ratable share (according to the proportionof (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid orpayable by the purchasing Lender in respect of the total amount so recovered. Borrowers agree that any Lender so purchasing a participation from anotherLender pursuant to this Section 3.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect tosuch participation as fully as if such Lender were the direct creditor of each Borrower in the amount of such participation. Notwithstanding anything to thecontrary contained herein, all purchases and repayments to be made under this Section 3.10 shall be made through Agent.SECTION 4. TERM AND TERMINATION 4.1. Term of Agreement. Subject to the right of Lenders to cease making Loans to Borrowers during the continuance of any Default or Event of Default, this Agreement shall bein effect from the date hereof through and including March 6, 2012 (the “Term”), unless terminated earlier as provided in Section 4.2 hereof. 4.2. Termination. 4.2.1. Termination by Lenders. Agent may, and at the direction of Majority Lenders shall, terminate this Agreement upon notice during the continuanceof an Event of Default. 4.2.2. Termination by Borrowers. Upon at least 30 days’ prior written notice to Agent and Lenders, Borrowers may, at their option, terminate thisAgreement; provided, however, no such termination shall be effective until Borrowers have paid or collateralized to Agent’s reasonable satisfaction all of theObligations in immediately available funds, all Letters of Credit and LC Guaranties have expired, terminated or have been cash collateralized (in an amountequal to 105% of the Dollar Equivalent of the LC Amount) to Agent’s reasonable satisfaction and Borrowers have complied with subsection 3.2.5. Anynotice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to makeany Loans or issue or procure any Letters of Credit or LC Guaranties on or after the termination date stated in such notice. Without limiting Borrowers’right to reduce the amount of the Revolving Loan Commitments pursuant to subsection 3.3.7, Borrowers may elect to terminate this Agreement in its entiretyonly. No section of this Agreement or type of Loan available hereunder may be terminated singly.-29- 4.2.3. Effect of Termination. All of the Obligations shall be immediately due and payable upon the last day of the Term or the termination date stated inany notice of termination of this Agreement. All undertakings, agreements, covenants, warranties and representations of Borrowers contained in the LoanDocuments shall survive any such termination and Agent shall retain its Liens in the Collateral and Agent and each Lender shall retain all of its rights andremedies under the Loan Documents notwithstanding such termination until all Obligations have been discharged or paid, in full, in immediately availablefunds, including, without limitation, all Obligations under subsection 3.2.5 resulting from such termination. Notwithstanding the foregoing or the paymentin full of the Obligations, Agent shall not be required to terminate its Liens in the Collateral unless, with respect to any loss or damage Agent may incur as aresult of dishonored checks or other items of payment received by Agent from any Borrower or any Account Debtor and applied to the Obligations, Agentshall, at its option, (i) have received a written agreement satisfactory to Agent, executed by Borrowers and by any Person whose loans or other advances toany Borrower are used in whole or in part to satisfy the Obligations, indemnifying Agent and each Lender from any such loss or damage or (ii) haveretained cash Collateral or other Collateral for such period of time as Agent, in its reasonable discretion, may deem necessary to protect Agent and eachLender from any such loss or damage.SECTION 5. SECURITY INTERESTS 5.1. Security Interest in Collateral. To secure the prompt payment and performance to Agent, each Lender and each Affiliate of Agent and each Lender of the Obligations, each Borrowerhereby grants to Agent for the benefit of itself, each Lender and each Affiliate of Agent and each Lender a continuing Lien upon all of such Borrower’s assets,including all of the following Property and interests in Property of such Borrower, whether now owned or existing or hereafter created, acquired or arising andwheresoever located: (i) Accounts; (ii) Certificated Securities; (iii) Chattel Paper; (iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts,program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions,replacements, additions or model conversions of any of the foregoing; (v) Contract Rights; (vi) Deposit Accounts;-30- (vii) Documents; (viii) Equipment; (ix) Financial Assets; (x) Fixtures; (xi) General Intangibles, including Payment Intangibles and Software; (xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions andreplacements thereto and therefor; (xiii) Instruments; (xiv) Intellectual Property; (xv) Inventory (including without limitation Bill and Hold Inventory and Trailer Inventory); (xvi) Investment Property; (xvii) money (of every jurisdiction whatsoever); (xviii) Letter-of-Credit Rights; (xix) Payment Intangibles; (xx) Security Entitlements; (xxi) Software; (xxii) Supporting Obligations; (xxiii) Uncertificated Securities; and (xxiv) to the extent not included in the foregoing, all other personal property of any kind or description;together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing,embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of theforegoing; provided, that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit(which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Agent will not enforce its securityinterest in the-31- applicable Borrower’s rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it beingunderstood that upon request of Agent, such Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favorof Agent (and to Agent’s enforcement of such security interest) in Agent’s rights under such lease or license, excluding licenses to use JD Edwards World, SAPand One World software, for which no Lien or consent shall be requested or obtained. 5.2. Other Collateral. 5.2.1. Commercial Tort Claims. The applicable Borrower shall promptly notify Agent in writing upon incurring or otherwise obtaining a CommercialTort Claim after the Closing Date against any third party and, upon request of Agent, promptly enter into an amendment to this Agreement and do suchother acts or things deemed appropriate by Agent to give Agent a security interest in any such Commercial Tort Claim. Each Borrower represents andwarrants that as of the date of this Agreement, to its knowledge, it does not possess any Commercial Tort Claims other than as described on Exhibit 5.2.1hereto. 5.2.2. Other Collateral. The applicable Borrower shall promptly notify Agent in writing upon acquiring or otherwise obtaining any Collateral after thedate hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and, upon the request of Agent,promptly execute such other documents, and do such other acts or things deemed appropriate by Agent to deliver to Agent control with respect to suchCollateral; promptly notify Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents orInstruments and, upon the request of Agent, will promptly execute such other documents, and do such other acts or things deemed appropriate by Agent todeliver to Agent possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have suchnonnegotiable Documents issued in the name of Agent; and with respect to Collateral in the possession of a third party, other than Certificated Securitiesand Goods covered by a Document, obtain an acknowledgement from the third party that it is holding the Collateral for the benefit of Agent. 5.3. Lien Perfection; Further Assurances. Each Borrower shall execute such instruments, assignments or documents as are necessary to perfect Agent’s Lien upon any of the Collateral and shalltake such other action as may be required to perfect or to continue the perfection of Agent’s Lien upon the Collateral. Unless prohibited by applicable law, eachBorrower hereby authorizes Agent to execute and file any UCC, PPSA or similar financing statement, including, without limitation, financing statements thatindicate the Collateral (i) as all assets of such Borrower or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail,than as set forth in Section 5.1, on such Borrower’s behalf. Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction anylike financing-32- statements or amendments thereto if filed prior to the date hereof. The parties agree that a carbon, photographic or other reproduction of this Agreement shall besufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Agent’s request, each Borrower shall also promptly execute orcause to be executed and shall deliver to Agent any and all documents, instruments and agreements deemed necessary by Agent, to give effect to or carry out theterms or intent of the Loan Documents. 5.4. Lien on Realty. In addition to the Property described in Sections 5.1 and 5.2 and the Property of each Guarantor described in the applicable Security Documents, thedue and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages upon all real Property of each Borroweror Guarantor owned on the Closing Date. The applicable Borrower or Guarantor shall deliver to Agent such other documents as Agent and its counsel mayreasonably request relating to the real Property subject to the Mortgages.SECTION 6. COLLATERAL ADMINISTRATION 6.1. General. 6.1.1. Location of Collateral. All Collateral, other than (i) Inventory in transit, (ii) motor vehicles not included in Trailer Inventory or (iii) Collateral inthe possession of Agent, will at all times be kept by a Borrower or one of its Subsidiaries at one or more of the business locations set forth in Exhibit 6.1.1hereto. 6.1.2. Insurance of Collateral. Borrowers shall maintain and pay for insurance upon all Collateral wherever located and with respect to the business ofeach Borrower and each of its Subsidiaries, covering casualty, hazard, public liability, workers’ compensation, business interruption and such other risksin such amounts and with such insurance companies as are reasonably satisfactory to Agent. Borrowers shall deliver certified copies of such policies toAgent as promptly as practicable, with satisfactory lender’s loss payable endorsements, naming Agent as a mortgagee, loss payee, assignee or additionalinsured, as appropriate, as its interest may appear, showing only such other mortgagees, loss payees, assignees and additional insureds (i) as requiredunder contractual arrangements customary to Borrowers’ operations (but not involving Indebtedness for Money Borrowed) or (ii) as otherwise aresatisfactory to Agent and with respect to business interruption insurance, an executed collateral assignment thereof. Each policy of insurance orendorsement shall contain a clause requiring the insurer to give not less than 10 days’ prior written notice to Agent in the event of cancellation of the policyfor nonpayment of premium and not less than 30 days’ prior written notice to Agent in the event of cancellation of the policy for any other reasonwhatsoever and a clause specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower, any of itsSubsidiaries or the owner of the Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. All proceedsof business interruption insurance (if any) of each Borrower and its-33- Subsidiaries shall be remitted to Agent for application to the outstanding balance of the Revolving Credit Loans, but shall not permanently reduce theRevolving Loan Commitments. Unless Borrowers provide Agent with evidence of the insurance coverage required by this Agreement, Agent may, but need not, purchase insurance atBorrowers’ joint and several expense to protect Agent’s interests in the Properties of each Borrower and its Subsidiaries. This insurance may, but need not,protect the interests of each Borrower and its Subsidiaries. The coverage that Agent purchases may not pay any claim that a Borrower or any Subsidiary ofsuch Borrower makes or any claim that is made against a Borrower or any such Subsidiary in connection with said Property. Borrowers may later cancelany insurance purchased by Agent, but only after providing Agent with evidence that Borrowers and their Subsidiaries have obtained insurance as requiredby this Agreement. If Agent purchases insurance, Borrowers will be jointly and severally responsible for the costs of that insurance, including interest andany other charges Agent may impose in connection with the placement of insurance, until the effective date of the cancellation or expiration of the insurance.The costs of the insurance may be added to the Obligations. The costs of the insurance may be more than the cost of insurance that Borrowers and theSubsidiaries may be able to obtain on their own. 6.1.3. Protection of Collateral. Neither Agent nor any Lender shall be liable or responsible in any way for the safekeeping of any of the Collateral or forany loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in Agent’s or any Lender’s actual possession) or for anydiminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shallbe at Borrowers’ sole risk. 6.2. Administration of Accounts. 6.2.1. Records, Schedules and Assignments of Accounts. Each Company shall keep accurate and complete records of its Accounts and all paymentsand collections thereon. Concurrently with the delivery of each Borrowing Base Certificate described in subsection 8.1.4, each Company shall deliver toAgent a detailed aged trial balance of all of its Accounts in such form and with such detail as may be reasonably requested by Agent from time to time(“Schedule of Accounts”), and upon Agent’s request therefor, such additional information with respect to such Accounts as Agent shall reasonably request.Concurrently with the delivery of the financial statements to be delivered pursuant to subsection 8.1.3(i), each Company shall deliver to Agent a listing ofAccount Debtors, showing all names and addresses. 6.2.2. Intentionally Omitted. 6.2.3. Account Verification. At any time or times hereafter that Availability is less than $40,000,000 for 10 consecutive days or an Event of Default is inexistence, any of Agent’s officers, employees or agents shall have the right, in the-34- name of Agent, any designee of Agent or a Company, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, electroniccommunication or otherwise. Each Company shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process. 6.2.4. Maintenance of Dominion Account. Each Company shall maintain a Dominion Account or Dominion Accounts pursuant to lockbox and blockedaccount arrangements acceptable to Agent with Bank and such other banks as may be selected by such Company. Each Company shall obtain the agreementby the applicable banks in favor of Agent to waive any recoupment, setoff rights, and any security interest in, or against, the funds so deposited. EachCompany shall issue to any such banks an irrevocable letter of instruction directing (i) such banks located outside Canada to deposit all payments or otherremittances received (other than funds in the Excluded Accounts not to exceed $250,000 in the aggregate at any time) to the Dominion Account, and (ii) suchbanks located in Canada to deposit all payments or other remittances received (“Canadian Deposits”) to the Dominion Account immediately upon the receipt ofnotice from Agent that a Dominion Period is in effect. All funds deposited in the Dominion Account shall be available to Borrowers at their discretion unless aDominion Period is in effect. Upon the occurrence of a Dominion Event, Agent may, and at the direction of Majority Lenders Agent shall, send the appropriatenotice to Borrowers to commence a Dominion Period. If a Dominion Period is in effect, (a) all Canadian Deposits shall immediately become the property ofAgent in the ratable benefit of Lenders and shall immediately be deposited to the Dominion Account and (b) all funds in the Dominion Account shall(I) immediately become the property of Agent, for the ratable benefit of Lenders and (II) be applied on account of the Obligations as provided in subsection3.2.1. Agent shall have the right to invoke three separate Dominion Periods hereunder; once a third Dominion Period has been commenced, it shall remain ineffect until the repayment in full of the Obligations. Agent assumes no responsibility for such lockbox and blocked account arrangements, including, withoutlimitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. 6.2.5. Collection of Accounts, Proceeds of Collateral. To expedite collection, each Company shall endeavor in the first instance to make collection of itsAccounts for Agent. If no Default or Event of Default is in existence, (i) each Company shall directly collect remittances on account of its Accounts owing fromretail customers at its branch locations and (ii) each Company agrees that all invoices rendered and other requests made by such Company for payment inrespect of Accounts other than retail Accounts shall contain a written statement directing payment in respect of such Accounts to be paid to a lockboxestablished pursuant to subsection 6.2.4. All remittances received by each Company on account of Accounts, together with the proceeds of any otherCollateral, shall be held as Agent’s property, for its benefit and the benefit of Lenders, by such Company as trustee of an express trust for Agent’s benefit andsuch Company shall immediately deposit same in kind in a blocked account or in the Dominion Account. Upon the occurrence of a Default or-35- an Event of Default, each Company agrees that all Accounts (including retail Accounts) shall be collected by payment to a lockbox in the manner describedin clause (ii) above. Agent retains the right at all times after the occurrence and during the continuance of a Default or an Event of Default to notify AccountDebtors that each Company’s Accounts have been assigned to Agent and to collect each Company’s Accounts directly in its own name, or in the name ofAgent’s agent, and to charge the collection costs and expenses, including attorneys’ fees, jointly and severally to Borrowers. 6.2.6. Taxes. If an Account includes a charge for any tax payable to any governmental taxing authority, Agent is authorized, in its sole discretion, to paythe amount thereof to the proper taxing authority for the account of any Borrower and to charge any Borrower therefor, except for taxes that (i) are beingactively contested in good faith and by appropriate proceedings and with respect to which the applicable Company maintains reasonable reserves on itsbooks therefor and (ii) would not reasonably be expected to result in any Lien other than a Permitted Lien. In no event shall Agent or any Lender be liable forany taxes to any governmental taxing authority that may be due by any Company. 6.3. Administration of Inventory. 6.3.1. Recordkeeping; Physicals. Each Company shall keep separate records of its Inventory, Trailer Inventory and Bill and Hold Inventory, whichrecords shall be complete and accurate and complete in all material respects. Borrowers shall furnish to Agent separate Inventory, Trailer Inventory and Billand Hold Inventory reports for each Company concurrently with the delivery of each Borrowing Base Certificate described in subsection 8.1.4, whichreports will be in such other format and detail as Agent shall reasonably request. Each Company shall conduct a physical inventory no less frequently thanannually (or, if an Event of Default is in existence, quarterly if so requested by Agent), and, in each case, shall provide to Agent a report based on eachsuch physical inventory promptly thereafter, together with such supporting information as Agent shall reasonably request. 6.3.2. [Intentionally Omitted]. 6.3.3. Vehicle Titles. Each Borrower that maintains Trailer Inventory shall at all times maintain in place its current system for processing andsafekeeping of certificates of title for used trailers constituting part of the Trailer Inventory. 6.4. Administration of Equipment. Each Company shall keep records of its Equipment which shall be complete and accurate in all material respects itemizing and describing the kind,type, quality, quantity and book value of its Equipment and all dispositions made in accordance with subsection 8.2.9 hereof.-36- 6.5. Payment of Charges. All amounts chargeable to any Borrower under Section 6 hereof shall be Obligations secured by all of the Collateral, shall be payable on demand and shallbear interest from the date such advance was made until paid in full at the rate applicable to Base Rate Portions from time to time.SECTION 7. REPRESENTATIONS AND WARRANTIES 7.1. General Representations and Warranties. To induce Agent and each Lender to enter into this Agreement and to make advances hereunder, each Borrower warrants, represents and covenants toAgent and each Lender that: 7.1.1. Qualification. Each Borrower and each of its Subsidiaries is a corporation, limited partnership or limited liability company duly organized,validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Each Borrower, Wabash Canada and each ofeach Borrower’s Domestic Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign limited liability company,limited partnership or corporation, as applicable, in (a) as of the date hereof, each state or jurisdiction listed on Exhibit 7.1.1 hereto and (b) all states andjurisdictions in which the failure of such Borrower or any of its Subsidiaries to be so qualified could reasonably be expected to have a Material AdverseEffect. 7.1.2. Power and Authority. Each Borrower and each of its Subsidiaries is duly authorized and empowered to enter into, execute, deliver and performthis Agreement and each of the other Loan Documents to which it is a party. The execution, delivery and performance of this Agreement and each of theother Loan Documents have been duly authorized by all necessary corporate, partnership or other relevant action and do not and will not (i) require anyconsent or approval of the shareholders, partners or members of such Borrower or any of the shareholders, partners or members, as the case may be, ofany Subsidiary of such Borrower; (ii) contravene such Borrower’s or any of its Subsidiaries’ charter, articles or certificate of incorporation, partnershipagreement, certificate of formation, by-laws, limited liability agreement, operating agreement or other organizational documents (as the case may be);(iii) violate, or cause such Borrower or any of its Subsidiaries to be in default under, any provision of any law, rule, regulation, order, writ, judgment,injunction, decree, determination or award in effect having applicability to such Borrower or any of its Subsidiaries, the violation of which couldreasonably be expected to have a Material Adverse Effect; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement orany other agreement, lease or instrument to which such Borrower or any of its Subsidiaries is a party or by which it or its Properties may be bound oraffected, the breach of or default under which could reasonably be expected to have a Material Adverse Effect; or (v) result in, or-37- require, the creation or imposition of any Lien (other than Permitted Liens) upon or with respect to any of the Properties now owned or hereafter acquired bysuch Borrower or any of its Subsidiaries. 7.1.3. Legally Enforceable Agreement. This Agreement is, and each of the other Loan Documents when delivered under this Agreement will be, a legal,valid and binding obligation of each Borrower and each of its Subsidiaries party thereto, enforceable against it in accordance with its respective terms. 7.1.4. Capital Structure. Exhibit 7.1.4 hereto states, as of the date hereof, (i) the correct name of each of the Subsidiaries of each Borrower, itsjurisdiction of incorporation or organization and the percentage of its Voting Stock owned by such Borrower, (ii) the name of each Borrower’s and each ofits Subsidiaries’ corporate or Joint Venture relationships and the nature of the relationship, (iii) the number, nature and holder of all outstanding Securitiesof each Borrower other than Wabash and the holder of Securities of each Subsidiary of such Borrower and (iv) the number of authorized, issued andtreasury Securities of each Borrower other than Wabash. Each Borrower has good title to all of the Securities it purports to own of each of suchSubsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Securities have been duly issued and are fully paid and non-assessable. Except as set forth on Exhibit 7.1.4, as of the date hereof, there are no outstanding options to purchase, or any rights or warrants to subscribefor, or any commitments or agreements to issue or sell any Securities or obligations convertible into, or any powers of attorney relating to any Securities ofany Borrower or any of its Subsidiaries. Except as set forth on Exhibit 7.1.4, as of the date hereof, there are no outstanding agreements or instrumentsbinding upon any of any Borrower’s or any of its Subsidiaries’ partners, members or shareholders, as the case may be, relating to the ownership of itsSecurities. 7.1.5. Names; Organization. As of the date hereof, neither any Borrower nor any of its Subsidiaries has been known as or has used any legal, fictitiousor trade names except those listed on Exhibit 7.1.5 hereto. Except as set forth on Exhibit 7.1.5, as of the date hereof neither any Borrower nor any of itsSubsidiaries has been the surviving entity of a merger or consolidation or has acquired all or substantially all of the assets of any Person. As of the datehereof, each Borrower’s and each of its Subsidiaries’ state(s) of incorporation or organization, Type of Organization and Organizational I.D. Number is setforth on Exhibit 7.1.5. As of the date hereof, the exact legal name of each Borrower and each of its Subsidiaries is set forth on Exhibit 7.1.5. 7.1.6. Business Locations; Agent for Process. Each Borrower’s and each of its Subsidiary’s chief executive office, location of books and records andother places of business are as listed on Exhibit 6.1.1 hereto, as updated from time to time by Borrowers in accordance with the provisions of subsection6.1.1. During the preceding one-year period, neither any Borrower nor any of its Subsidiaries has had an office, place of business or agent for service ofprocess, other than as listed on-38- Exhibit 6.1.1. All tangible Collateral is and will at all times be kept by a Borrower and its Subsidiaries in accordance with subsection 6.1.1 or subsection6.3.2. Except as shown on Exhibit 6.1.1, as of the date hereof, no Inventory is stored with a bailee, distributor, warehouseman or similar party, nor is anyInventory consigned to any Person. 7.1.7. Title to Properties; Priority of Liens. Each Borrower and each of its Subsidiaries has good, indefeasible and marketable title to and fee simpleownership of, or valid and subsisting leasehold interests in, all of its real Property, and good title to all of the Collateral and all of its other Property, in eachcase, free and clear of all Liens except Permitted Liens. Each Borrower and each of its Subsidiaries has paid or discharged all lawful claims which, ifunpaid, might become a Lien against any of such Borrower’s or such Subsidiary’s Properties that is not a Permitted Lien. The Liens granted to Agent underSection 5 hereof are first priority Liens, subject only to Permitted Liens. 7.1.8. Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by each Companywith respect to any Account or Accounts. With respect to each of each Company’s Eligible Accounts, unless otherwise disclosed to Agent in writing: (i) it is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; (ii) it arises out of a completed, bona fide sale and delivery of goods or rendition of services by such Company, in the ordinary course of its businessand in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto and forming a part of the contractbetween such Company and the Account Debtor; (iii) it is for a liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has beenfurnished or is available to Agent; (iv) there are no facts, events or occurrences which in any way impair the validity or enforceability of any Accounts or tend to reduce the amountpayable thereunder from the face amount of the invoice and statements delivered or made available to Agent with respect thereto; (v) to the best of such Company’s knowledge, the Account Debtor thereunder (1) had the capacity to contract at the time any contract or otherdocument giving rise to the Account was executed and (2) such Account Debtor is Solvent; and (vi) to the best of such Company’s knowledge, there are no proceedings or actions which are threatened or pending against the Account-39- Debtor thereunder which might result in any material adverse change in such Account Debtor’s financial condition or the collectibility of such Account. 7.1.9. Equipment. The Equipment of each Borrower and each of its Subsidiaries is maintained pursuant to customary industry standards establishedby Borrowers prior to the Closing Date, and all necessary replacements of and repairs thereto shall be made so that the operating efficiency thereof shall bemaintained and preserved, reasonable wear and tear excepted. Neither any Borrower nor any of its Subsidiaries will permit any Equipment to becomeaffixed to any real Property leased to any Borrower or any of its Subsidiaries so that an interest arises therein under the real estate laws of the applicablejurisdiction unless the landlord of such real Property has executed a landlord waiver or leasehold mortgage in favor of and in form reasonably acceptable toAgent, and no Borrower will permit any of the Equipment of any Borrower or any of its Subsidiaries to become an accession to any personal Property otherthan Equipment that is subject to first priority (except for Permitted Liens) Liens in favor of Agent. 7.1.10. Financial Statements; Fiscal Year. The Consolidated balance sheets of Wabash and its Subsidiaries (including the accounts of all Subsidiariesof Wabash and their respective Subsidiaries for the respective periods during which a Subsidiary relationship existed) as of December 31, 2005, and therelated statements of income, changes in shareholder’s equity, and changes in financial position for the period ended on such date delivered to Agent andLenders, have been prepared in accordance with GAAP, and present fairly in all material respects the financial positions of Wabash and such Persons,taken as a whole, at such date and the results of Wabash’s and such Persons’ operations, taken as a whole, for such period. As of the date hereof, sinceSeptember 30, 2006, there has been no material adverse change in the financial position of Wabash and such other Persons, taken as a whole, as reflectedin the balance sheets as of such date delivered to Agent and Lenders. As of the date hereof, the fiscal year of Wabash and each of its Subsidiaries ends onDecember 31 of each year. 7.1.11. Full Disclosure. The financial statements referred to in subsection 7.1.10 hereof do not, nor does this Agreement or any other written statement ofany Borrower to Agent or any Lender contain any untrue statement of a material fact or omit a material fact necessary to make the statements containedtherein or herein not misleading. There is no fact which any Borrower has failed to disclose to Agent or any Lender in writing which could reasonably beexpected to have a Material Adverse Effect. 7.1.12. Solvent Financial Condition. After giving effect to the initial Loans to be made and the initial Letters of Credit and LC Guaranties to be issuedhereunder, and the consummation of the other transactions contemplated hereby, each of Wabash, each other Borrower and each of their respectiveSubsidiaries will be Solvent.-40- 7.1.13. Surety Obligations. Except as set forth on Exhibit 7.1.13, as of the date hereof, neither any Borrower nor any of its Subsidiaries is obligated assurety or indemnitor under any surety or similar bond or other contract or has issued or entered into any agreement to assure payment, performance orcompletion of performance of any undertaking or obligation of any Person. 7.1.14. Taxes. The federal tax identification number of each Borrower and each of its Subsidiaries is shown on Exhibit 7.1.14 hereto, as updated fromtime to time by notice to Agent. Each Borrower and each of its Subsidiaries has filed all applicable federal, state and local tax returns and other reportsrelating to taxes it is required by law to file, and has paid, or made provision for the payment of, all taxes, assessments, fees, levies and other governmentalcharges upon it, its income and Properties as and when such taxes, assessments, fees, levies and charges are due and payable, unless and to the extent anythereof are being actively contested in good faith and by appropriate proceedings, each Borrower and each of its Subsidiaries maintains reasonable reserveson its books therefor, no Lien has arisen to secure such amounts and no Collateral has become subject to forfeiture or loss as a result of such contest. Theprovision for taxes on the books of each Borrower and its Subsidiaries is adequate for all years not closed by applicable statutes, and for the current fiscalyear. 7.1.15. Brokers. Except as shown on Exhibit 7.1.15 hereto, there are no claims for brokerage commissions, finder’s fees or investment banking feespayable by any Borrower or any of its Subsidiaries in connection with the transactions contemplated by this Agreement. 7.1.16. Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to useall the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned futureconduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have aMaterial Adverse Effect. All such patents, trademarks, service marks, tradenames, copyrights, licenses, and other similar rights as of the date hereof arelisted on Exhibit 7.1.16 hereto, as updated from time to time by notice to Agent. As of the date hereof, no claim has been asserted to any Borrower or any ofits Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon theIntellectual Property rights of any third party. To the knowledge of each Borrower and except as set forth on Exhibit 7.1.16 hereto, as of the date hereof, noPerson is engaging in any activity that infringes in any material respect upon any Borrower’s or any of its Subsidiaries material Intellectual Property. Exceptas set forth on Exhibit 7.1.16, each Borrower’s and each of its Subsidiaries (i) material trademarks, service marks, and copyrights are registered with theU.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable, or similarly registered in Canada and (ii) material license agreementsand similar arrangements relating to its Inventory (1) permits, and does not restrict, the assignment by any Borrower or any of its Subsidiaries to Agent, orany other Person designated by-41- Agent, of all of such Borrower’s or such Subsidiary’s, as applicable, rights, title and interest pertaining to such license agreement or such similararrangement and (2) would permit the continued use by such Borrower or such Subsidiary, or Agent or its assignee, of such license agreement or suchsimilar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of suchagreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other LoanDocuments, including without limitation, the exercise by Agent of any of its rights or remedies under Section 10, will not result in the termination orimpairment of any of any Borrower’s or any of its Subsidiaries ownership or rights relating to its Intellectual Property, except for such Intellectual Propertyrights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Exhibit 7.1.16 and except ascould not reasonably be expected to have a Material Adverse Effect, (i) neither any Borrower nor any of its Subsidiaries is in breach of, or default under,any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of each Borrower, no other party to suchlicense or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable. 7.1.17. Governmental Consents. Each Borrower and each of its Subsidiaries has, and is in good standing with respect to, all governmental consents,approvals, licenses, authorizations, permits, certificates, inspections and franchises necessary to continue to conduct its business as heretofore or proposedto be conducted by it and to own or lease and operate its Properties as now owned or leased by it, except where the failure to obtain, possess or so maintainsuch rights could not reasonably be expected to have a Material Adverse Effect. 7.1.18. Compliance with Laws. Each Borrower and each of its Subsidiaries has duly complied, and its Properties, business operations and leaseholdsare in compliance with, the provisions of all federal, state and local laws, rules and regulations applicable to such Borrower or such Subsidiary (includingwithout limitation Environmental Laws), as applicable, its Properties or the conduct of its business, except for such non-compliance as could notreasonably be expected to have a Material Adverse Effect, and there have been no citations, notices or orders of noncompliance issued to any Borrower orany of its Subsidiaries under any such law, rule or regulation, except where such noncompliance could not reasonably be expected to have a MaterialAdverse Effect. Each Borrower and each of its Subsidiaries has established and maintains an adequate monitoring system to insure that it remains incompliance in all material respects with all federal, state and local rules, laws and regulations applicable to it. No Inventory has been produced in violationof the Fair Labor Standards Act (29 U.S.C. §201 et seq.), as amended. 7.1.19. Restrictions. Neither any Borrower nor any of its Subsidiaries is a party or subject to any contract or agreement which restricts its right orability to incur Indebtedness, other than as set forth on Exhibit 7.1.19 hereto, none of which-42- prohibit the execution of or compliance with this Agreement or the other Loan Documents by any Borrower or any of its Subsidiaries, as applicable. 7.1.20. Litigation. Except as set forth on Exhibit 7.1.20 hereto, there are no actions, suits, proceedings or investigations pending, or to the knowledge ofany Borrower, threatened, against or affecting any Borrower or any of its Subsidiaries, or the business, operations, Properties, prospects, profits orcondition of any Borrower or any of its Subsidiaries which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.Neither any Borrower nor any of its Subsidiaries is in default with respect to any order, writ, injunction, judgment, decree or rule of any court,governmental authority or arbitration board or tribunal, which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.1.21. No Defaults. No event has occurred and no condition exists which would, upon or after the execution and delivery of this Agreement or anyBorrower’s performance hereunder, constitute a Default or an Event of Default. Neither any Borrower nor any of its Subsidiaries is in default in (and noevent has occurred and no condition exists which constitutes, or which the passage of time or the giving of notice or both would constitute, a default in) thepayment of any Indebtedness to any Person for Money Borrowed in excess of $1,000,000. 7.1.22. Leases. Exhibit 7.1.22 hereto is a complete listing as of the date hereof of all capitalized and operating personal Property leases with aggregatepayments in excess of $500,000 per lease in any calendar year of each Borrower and its Subsidiaries and all real Property leases of each Borrower and itsSubsidiaries. Each Borrower and each of its Subsidiaries is in full compliance with all of the terms of each of its respective capitalized and operatingleases, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. 7.1.23. Pension Plans. As of the date hereof, except as disclosed on Exhibit 7.1.23 hereto (as updated from time to time by notice to Agent), neither anyBorrower nor any of its Subsidiaries has any Plan, or any other employee benefit plan established under the laws of any jurisdiction, including withoutlimitation the laws of Canada. Each Borrower and each of its Subsidiaries is in compliance with the requirements of ERISA and the regulationspromulgated thereunder with respect to each Plan, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.No fact or situation that could reasonably be expected to result in a material adverse change in the financial condition of each Borrower and its Subsidiariesexists in connection with any Plan. Neither any Borrower nor any of its Subsidiaries has any withdrawal liability in connection with a Multiemployer Plan. 7.1.24. Trade Relations. There exists no actual or, to each Borrower’s knowledge, threatened termination, cancellation or limitation of, or anymodification or change in, the business relationship between any Borrower or any of its Subsidiaries and any customer or any group of customers whosepurchases-43- individually or in the aggregate are material to the business of such Borrower and its Subsidiaries, or with any material supplier, except in each case, wherethe same could not reasonably be expected to have a Material Adverse Effect, and there exists no present condition or state of facts or circumstances whichwould prevent any Borrower or any of its Subsidiaries from conducting such business after the consummation of the transactions contemplated by thisAgreement in substantially the same manner in which it has heretofore been conducted. 7.1.25. Labor Relations. Except as described on Exhibit 7.1.25 hereto, as of the date hereof, neither any Borrower nor any of its Subsidiaries is a partyto any collective bargaining agreement. There are no material grievances, disputes or controversies with any union or any other organization of anyBorrower’s or any of its Subsidiaries employees, or threats of strikes, work stoppages or any asserted pending demands for collective bargaining by anyunion or organization, except those that could not reasonably be expected to have a Material Adverse Effect. 7.1.26. Business Activity. No Inactive Subsidiary engages in any business activity or has any material assets, or has or incurs any Indebtedness, otherthan the performance of its obligations under intercompany agreements and agreements with its shareholders that have been disclosed to Agent in writing. 7.1.27. Environmental Protection. No event or condition has occurred or is occurring with respect to any Borrower or any of its Subsidiaries relating toany Environmental Law, any Hazardous Materials, or any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatementorder or other order or directive by any governmental authority or any other person relating to any Environmental Law or Hazardous Materials, whichindividually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect. Compliance with all requirements under currentEnvironmental Laws or pending federal and/or state environmental laws and regulations, will not, individually or in the aggregate, have a reasonablepossibility of giving rise to a Material Adverse Effect. 7.1.28. Government Regulation. Neither any Borrower nor any of its Subsidiaries is an “investment company” or an “affiliated person” of, or“promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940. Neither anyBorrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, or any otherfederal or state statute that restricts or limits its ability to incur Indebtedness or to perform its obligations hereunder. The making of the Loans by Lenders toBorrowers, the incurrence of the LC Obligations on behalf of Borrowers, the application of the proceeds thereof and payment thereof will not violate anyprovision of any such statute or any rule, regulation or order issued by the Securities and Exchange Commission.-44- 7.1.29. Margin Regulations. Neither any Borrower nor any of its Subsidiaries is engaged, principally or as one of its important activities, in thebusiness of extending credit for the purpose of “purchasing” or “carrying” and “margin stock” as such terms are defined in Regulation U of the FederalReserve Board as now and from time to time hereafter in effect (such securities being referred to herein as “Margin Stock”). Neither any Borrower nor anyof its Subsidiaries owns any Margin Stock, and none of the proceeds of the Loans or other extensions of credit under this Agreement will be used, directlyor indirectly, for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any Indebtedness that was originallyincurred to purchase or carry any Margin Stock or for any other purpose that might cause any of the Loans or other extensions of credit under thisAgreement to be considered a “purpose credit” within the meaning of Regulations T, U or X of the Federal Reserve Board. Neither any Borrower nor any ofits Subsidiaries will take or permit to be taken any action that might cause any Loan Document to violate any regulation of the Federal Reserve Board. 7.1.30. Wind Down Subsidiaries. As of the Closing Date, Borrowers are in the process of winding down the business and operations of each of theWind Down Subsidiaries. 7.1.31. Vehicles. Each Borrower or Guarantor that at any time holds title to any used vehicles returned to it on a trade-in basis or otherwise is primarilyin the business of selling new and used vehicles. 7.1.32. Joint Venture Investments. Each of the Joint Venture investments of each Borrower and its Subsidiaries on the Closing Date are listed onExhibit 7.1.32 hereto. All of such Joint Ventures are being wound down. None of such Joint Ventures has any material assets, operations or liabilities,contingent or otherwise. Neither any Borrower nor any Subsidiary has any ongoing funding obligations (contingent or otherwise) in respect of any suchJoint Venture. 7.1.33. Anti-Terrorism Laws. None of the Borrowers or their Subsidiaries or, to the knowledge of the Borrowers or their Subsidiaries, any of theirAffiliates is in violation of any laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on TerroristFinancing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required toIntercept and Obstruct Terrorism Act of 2001, Public Law 107-56, signed into law October 26, 2001 (the “USA Patriot Act”). None of the Borrowers ortheir Subsidiaries or, to the knowledge of the Borrowers or their Subsidiaries, any of their Affiliates or brokers or other agents of is, acting or benefiting inany capacity in connection with any Loans hereunder is any of the following: (i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;-45- (ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of,the Executive Order; (iii) person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (v) a person that is named as a “specially designated national and blocked person” on the most current list published by the USA TreasuryDepartment Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of suchlist.To each of their respective knowledge, no Borrower or any of their Subsidiaries or, to the knowledge of the Borrowers or their Subsidiaries, any broker orother agent of the Borrowers or any of their Subsidiaries, is acting in any capacity in connection with any Loans hereunder (i) conducts any business orengages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in paragraph (b) above, (ii) dealsin, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in orconspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions setforth in any Anti-Terrorism Law. 7.2. Continuous Nature of Representations and Warranties. Each representation and warranty contained in this Agreement and the other Loan Documents shall be deemed to have been remade at the time of eachrequest for a Loan, Letter of Credit or LC Guaranty hereunder and at the time that any Loan is deemed to have been made under subsection 3.1.1. Each suchrequest for a Loan, Letter of Credit or LC Guaranty (and the making of any Loan deemed to have been made under subsection 3.1.1) shall constitute arepresentation by Borrowers that such representations and warranties remain accurate, complete and not misleading at such time, except to the extent that suchrepresentations and warranties relate solely to an earlier date and except for changes in the nature of a Borrower’s or one of such Borrower’s Subsidiary’sbusiness or operations that would render the information in any exhibit attached hereto or to any other Loan Document either inaccurate, incomplete ormisleading, so long as Majority Lenders have consented to such changes or such changes are expressly permitted by this Agreement. 7.3. Survival of Representations and Warranties. All representations and warranties of each Borrower contained in this Agreement or any of the other Loan Documents shall survive the execution,delivery and acceptance thereof by Agent and each Lender and the parties thereto and the closing of the transactions described therein or related thereto.-46- SECTION 8. COVENANTS AND CONTINUING AGREEMENTS 8.1. Affirmative Covenants. During the Term, and thereafter for so long as there are any Obligations outstanding, Borrowers jointly and severally covenant that they shall: 8.1.1. Visits and Inspections; Lender Meeting. Permit (i) representatives of Agent (who may be accompanied by representatives of each Lender), andduring the continuation of any Default or Event of Default any Lender, from time to time, as often as may be reasonably requested, but only during normalbusiness hours, to visit and inspect the Properties of each Borrower and each of its Subsidiaries, inspect, audit and make extracts from its books andrecords, and discuss with its officers, its employees and its independent accountants, each Borrower’s and each of its Subsidiaries’ business, assets,liabilities, financial condition, business prospects and results of operations and (ii) appraisers engaged pursuant to Section 2.10 (whether or not personnelof Agent), from time to time, as often as may be reasonably requested, but only during normal business hours, to visit and inspect the Properties of eachBorrower and each of its Subsidiaries, for the purpose of completing appraisals pursuant to Section 2.10. Agent, if no Default or Event of Default thenexists, shall give the applicable Borrower reasonable prior notice of any such inspection or audit. Without limiting the foregoing, Borrowers will participateand will cause their key management personnel to participate in a meeting with Agent and Lenders once during each year (except that during the continuationof an Event of Default such meetings may be held more frequently as requested by Agent or Majority Lenders), which meeting(s) shall be held at suchtimes and such places as may be reasonably requested by Agent. 8.1.2. Notices. Promptly notify Agent in writing of the occurrence of any event or the existence of any fact which renders any representation or warrantyin this Agreement or any of the other Loan Documents inaccurate, incomplete or misleading in any material respect as of the date made or remade. Inaddition, each Borrower agrees to provide Agent with prompt written notice of any change in the information disclosed in any Exhibit hereto, in each caseafter giving effect to the materiality limits and Material Adverse Effect qualifications contained therein. Furthermore, each Borrower agrees to provide Agentwith (a) a copy of any notice provided by such Borrower to the holders of the New Convertible Note Indebtedness with respect to any right to convert suchIndebtedness pursuant to the terms of the New Convertible Note Indebtedness, (b) prompt written notice of the receipt of any request for a conversion ofNew Convertible Note Indebtedness and (c) prompt written notice of the existence of any obligation of such Borrower to convert New Convertible NoteIndebtedness.-47- 8.1.3. Financial Statements. Keep, and cause each of its Subsidiaries, to keep, adequate records and books of account with respect to its businessactivities in which proper entries are made in accordance with customary accounting practices reflecting all its financial transactions; and cause to beprepared and furnished to Agent and each Lender, the following, all to be prepared in accordance with GAAP applied on a consistent basis, unlessWabash’s certified public accountants concur in any change therein and such change is disclosed to Agent and is consistent with GAAP: (i) not later than 90 days after the close of each fiscal year of Wabash, audited financial statements of Wabash and its Subsidiaries as of the end ofsuch year, on a Consolidated basis, certified by a firm of independent certified public accountants of recognized standing selected by Wabash butacceptable to Agent, prepared in accordance with GAAP, fairly presenting in all material respects the financial position and results of operations ofWabash and its Subsidiaries for such fiscal year and presented without qualification (except for a qualification for a change in accounting principleswith which the accountant concurs) and without any going concern qualification, exception or assumption or any qualification, exception or assumptionrelating to the scope of the audit; and, within a reasonable time thereafter a copy of any management letter issued in connection therewith; (ii) not later than 30 days after the end of each month hereafter (45 days after the end of each month ending a fiscal quarter), including the last monthof each fiscal year of Wabash, unaudited interim financial statements of Wabash and its Subsidiaries as of the end of such month and of the portion ofthe fiscal year then elapsed, on a Consolidated basis, certified by the Chief Financial Officer, Treasurer or Assistant Treasurer of Wabash as preparedin accordance with GAAP and fairly presenting in all material respects the financial position and results of operations of Wabash and its Subsidiariesfor such month and period subject only to changes from audit and year-end adjustments and except that such statements need not contain notes; (iii) together with each delivery of financial statements pursuant to clauses (i) and (ii) of this subsection 8.1.3, a management report (1) setting forthin comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the mostrecent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any significant variations. Theinformation above shall be presented in reasonable detail and shall be certified by the Chief Financial Officer, Treasurer or Assistant Treasurer ofWabash to the effect that such information fairly presents in all material respects the results of operation and financial condition of Wabash and itsSubsidiaries as at the dates and for the periods indicated;-48- (iv) upon request by Agent, promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements orreports which Wabash, any other Borrower or any of any Borrower’s Subsidiaries has made available to its Securities holders and copies of anyregular, periodic and special reports or registration statements which Wabash, any other Borrower or any Subsidiary of any Borrower files with theSecurities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange; (v) upon request of Agent, copies of any annual report to be filed with ERISA in connection with each Plan; and (vi) such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon orrelated to the Collateral or Wabash’s, any other Borrower’s or any of any Borrower’s Subsidiaries’ financial condition or results of operations. Concurrently with the delivery of the financial statements described in clause (i) of this subsection 8.1.3, Borrowers shall forward to Agent a copy ofany accountants’ letter to Wabash’s management that is prepared in connection with such financial statements. Concurrently with the delivery of thefinancial statements described in paragraph (i) and (ii) (but solely for the last month of each fiscal quarter of Borrowers) of this subsection 8.1.3, or morefrequently if reasonably requested by Agent, Borrowers shall cause to be prepared and furnished to Agent a Certificate in the form of Exhibit 8.1.3 heretoexecuted by the Chief Financial Officer, Treasurer or Assistant Treasurer of Wabash (a “Compliance Certificate”). 8.1.4. Borrowing Base Certificates. On or before the 20th day of each fiscal quarter from and after the date hereof, Borrowers shall deliver to Agent, inform reasonably acceptable to Agent, a Borrowing Base Certificate as of the last day of the immediately preceding fiscal quarter, with such supportingmaterials as Agent shall reasonably request. If at any time the aggregate amount of the Obligations exceeds $75,000,000, on or before the 20th day after themonth next ending thereafter (other than a month that is the end of a fiscal quarter), Borrowers shall deliver to Agent, in form and reasonably acceptable toAgent, a Borrowing Base Certificate as of the last day of the immediately preceding month calculated in a manner reasonably acceptable to Agent, withsuch supporting materials as Agent shall reasonably request. If (a) Borrowers deem it advisable, or (b) Availability is less than $15,000,000, Borrowersshall execute and deliver to Agent Borrowing Base Certificates updating on a weekly basis Eligible Accounts information, Eligible Inventory informationrelating to finished goods and work-in process, Eligible Trailer Inventory information, Eligible Bill and Hold Inventory information, Eligible Equipmentinformation and Eligible Real Property information. All Borrowing Base Certificates shall reflect all information for each Borrower on a Consolidated andconsolidating basis.-49- 8.1.5. Landlord, Processor and Storage Agreements. Provide Agent with copies of all leases and other similar agreements entered into between anyBorrower or any of its Subsidiaries and any landlord, processor, distributor, warehouseman or consignee which owns any premises at which anyCollateral may, from time to time, be kept. 8.1.6. Guarantor Financial Statements. Deliver or cause to be delivered to Agent financial statements, if any, for each Guarantor (to the extent notconsolidated with the financial statements delivered to Agent under subsection 8.1.3) in form and substance satisfactory to Agent at such intervals andcovering such time periods as Agent may request. 8.1.7. Projections. No later than 45 days after the last day of each fiscal year of Borrowers, deliver to Agent and each Lender Projections of Wabash andits Subsidiaries for the forthcoming fiscal year, on a month-by-month basis and for the following 2 years, on a year-by-year basis. 8.1.8. Subsidiaries. Cause each of its Domestic Subsidiaries (other than Inactive Subsidiaries) and each its domestic Joint Ventures, whether now orhereafter in existence, promptly upon Agent’s request therefor, to execute and deliver to Agent a Guaranty Agreement, in form and substance reasonablyacceptable to Agent and, in the case of each such Subsidiary or Joint Venture, a security agreement, in form and substance reasonably acceptable to Agent,pursuant to which such Subsidiary or Joint Venture, as applicable, grants to Agent a first priority Lien (subject only to Permitted Liens) on all of itsProperties of the types described in Section 5. Additionally, each Borrower and each applicable Subsidiary shall execute and deliver to Agent a PledgeAgreement, in form and substance reasonably acceptable to Agent, pursuant to which such Person grants to Agent a first priority Lien (subject only toPermitted Liens) with respect to all of the issued and outstanding Securities of each Subsidiary or Joint Venture of such Person, other than foreignSubsidiaries that are Inactive Subsidiaries or Wind Down Subsidiaries. In connection with the foregoing documentation, Borrowers shall also cause Agentto be provided with such legal opinions, certificates and corporate authority materials that Agent may reasonably request, in each case in form andsubstance reasonably acceptable to Agent. 8.1.9. Deposit and Brokerage Accounts. For each deposit account or brokerage account that any Borrower at any time opens or maintains, suchBorrower shall, at Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to Agent, cause the depository bankor securities intermediary, as applicable, to agree to comply at any time with instructions only from Agent to such depository bank or securitiesintermediary, as applicable, and not from a Borrower, directing the disposition of funds from time to time credited to such deposit or brokerage account,without further consent of such Borrower. 8.1.10. Intercompany Loans. Upon request by Agent from time to time, promptly provide Agent with written statements, with reasonable detail, of thecurrent-50- balances of the Intercompany Loans. At all times, cause the Intercompany Loans to be evidenced by revolving promissory notes, in form and substancereasonably satisfactory to Agent, which notes are assigned to Agent as security for the Obligations. 8.1.11. Updated Information. Promptly notify Agent in writing of (a) each state or jurisdiction in which any Borrower or any Subsidiary qualifies to dobusiness after the date hereof, (b) the use by any Borrower or any Subsidiary of a legal, fictitious or trade name not listed on Exhibit 7.1.5 hereto, (c) anychange after the date hereof in the tax identification number of any Borrower or any Domestic Subsidiary, (d) the ownership by any Borrower or anySubsidiary of any U.S. or Canadian registered patent, registered trademark, registered service mark, registered tradename, copyright, license or othersimilar rights not listed on Exhibit 7.1.16, (e) the assertion by any Person of a claim against any Borrower or any Subsidiary that its use of its IntellectualProperty or the conduct of its business does or may infringe upon the Intellectual Property rights of any third party, (f) any change after the date hereof inthe list of capitalized and operating personal Property leases and real Property leases of any Borrower or any Subsidiary listed on Exhibit 7.1.22 hereto and(g) any change after the date hereof in the list of Plans listed on Exhibit 7.1.23 hereto. 8.1.12. Utilization of Bank. Maintain, and cause their Subsidiaries to maintain, their primary lockbox collection account at Bank. 8.1.13. Intentionally Omitted. 8.1.14. LCM Used Inventory Analysis. Not later than 45 days after the end of each fiscal quarter hereafter during which Availability is less than$40,000,000 for any period of 10 consecutive days, deliver to Agent and each Lender a quarterly lower-of-cost-or-market analysis prepared by Wabash withrespect to its Trailer Inventory, in the form currently used by Wabash and reasonably acceptable to Agent, certified by the Chief Financial Officer,Treasurer or Assistant Treasurer of Wabash as containing an accurate valuation of such Inventory. 8.1.15. Environmental Matters. (i) Take all actions necessary or required by Lenders in order to obtain the Phase II environmental site assessments described in subsection 10.3.6; (ii) Deliver to Agent, as soon as practicable following receipt thereof: (i) copies of all notices, claims, actions, suits, proceedings, orders, audits,investigations, analyses, or written communications of any kind or character, whether prepared by a Borrower or by independent consultants,governmental authorities or any other Persons, with respect to Environmental Laws or Hazardous Materials, which, individually or in the aggregate,could reasonably be expected to result in a Material Adverse Effect; and-51- (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail any detection of Hazardous Materials released at any Property ordetected in soil or groundwater at any Property, the existence of which has a reasonable possibility, individually or in the aggregate, of resulting in aMaterial Adverse Effect; and (iii) Promptly undertake any and all investigations, remediation or other response actions necessary to remove, remediate, clean up or abate anyHazardous Materials as required by any governmental agency or where failure to do so could reasonably be expected to have, individually or in theaggregate, a Material Adverse Effect. Borrowers shall promptly take any and all actions necessary to (i) cure any material violation of applicableEnvironmental Laws by Borrowers and (ii) make an appropriate response to any investigation, notice, notice of violation, claim, action, suit,proceeding, demand, abatement order or other order or directive by any governmental authority or any other person relating to any Environmental Law orHazardous Materials, in each case where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material AdverseEffect. 8.1.16. Convertible Notes. No later than May 1, 2008, Wabash shall do one or more of the following: (a) repurchase all or a portion of the Indebtednessevidenced by the Convertible Notes and the other Convertible Note Documents with the proceeds of the New Convertible Note Indebtedness, (b) defease anyoutstanding Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents so long as immediately after making any suchpayment, Borrowers have Availability of at least $45,000,000 or (c) institute cash reserves from funds other than the proceeds of the Loans equal to anyoutstanding principal balance of the Convertible Notes which reserves (i) shall remain in place until all Indebtedness evidenced by the Convertible Noteshas been paid in full, and (ii) shall be used only to pay in full the outstanding Indebtedness evidenced by the Convertible Notes. 8.2. Negative Covenants. During the Term, and thereafter for so long as there are any Obligations outstanding, Borrowers jointly and severally covenant that they shall not: 8.2.1. Mergers; Consolidations; Dissolutions; Acquisitions; Structural Changes. Merge or consolidate, or permit any of its Subsidiaries to merge orconsolidate, with any Person; not dissolve or permit any of its Subsidiaries to dissolve or otherwise terminate operations or existence; nor change its or anyof its Subsidiaries’ state of incorporation or organization, Type of Organization or Organizational I.D. Number; nor change its or any of its Subsidiaries’legal name; nor acquire, nor permit any of its Subsidiaries to acquire, all or any substantial part of the Properties of any Person, except for:-52- (i) with notice to Agent, mergers of any wholly-owned Subsidiary of a Borrower into such Borrower or another wholly-owned Subsidiary of suchBorrower; provided, that (a) if a Borrower is a party to any such merger, such Borrower shall be the survivor and (b) if a Guarantor (other than aBorrower) is a party to any such merger, such Guarantor shall be the survivor; (ii) acquisitions of assets consisting of fixed assets or real property that constitute Capital Expenditures; (iii) with notice to Agent, dissolution or other termination of existence of any Inactive Subsidiary, any Wind Down Subsidiary, or any of Apex,Continental Transit Corporation, Cloud Oak Flooring Company, Inc., FTSI Distribution Company, L.P., Wabash National Services, L.P., WabashTechnology Corporation, Wabash Canada and WTSI Technology Corporation; and (iv) Permitted Acquisitions. 8.2.2. Loans. Make, or permit any of its Subsidiaries to make, any loans or other advances of money to any Person, other than (i) for salary, travel advances, advances against commissions and other similar advances to employees in the ordinary course of business; (ii) extensions of trade credit in the ordinary course of business; (iii) deposits with governmental entities, ADP for payroll services or financial institutions permitted under this Agreement; (iv) prepaid expenses; and (v) loans by a Borrower to another Borrower or a Subsidiary of a Borrower that is a Subsidiary Guarantor and is not an Inactive Subsidiary or aWind Down Subsidiary (“Intercompany Loans”). 8.2.3. Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any Indebtedness,except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan Documents; (ii) Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents (each as in effect as of the date hereof); (iii) Indebtedness existing as of the date of this Agreement and listed on Exhibit 8.2.3;-53- (iv) New Convertible Note Indebtedness; (v) Permitted Purchase Money Indebtedness; (vi) Subordinated Debt; (vii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course ofbusiness; (viii) guaranties of any Indebtedness permitted under this subsection 8.2.3; (ix) Indebtedness in respect of Intercompany Loans; (x) obligations to pay Rentals permitted by subsection 8.2.18; (xi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes; (xii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent notoverdue) not for Money Borrowed; and (xiii) Indebtedness not included in paragraphs (i) through (xii) above which does not exceed at any time, in the aggregate, $20,000,000. 8.2.4. Affiliate Transactions. Enter into, or be a party to, or permit any of its Subsidiaries to enter into or be a party to, any transaction with anyAffiliate of any Borrower or any holder of any Securities of any Borrower or any of its Subsidiaries, including without limitation any management,consulting or similar fees, except: (i) in the ordinary course of and pursuant to the reasonable requirements of such Borrower’s or such Subsidiary’s business and upon fair andreasonable terms which are fully disclosed to Agent with respect to all material transactions and are no less favorable to such Borrower or suchSubsidiary than would be obtained in a comparable arms-length transaction with a Person not an Affiliate or Security holder of such Borrower; (ii) employment agreements and other incentive compensation with management shareholders approved from time to time by the board of directors ofsuch Borrower and employee arrangements and related incentive compensation arrangements entered into with other full time employees of suchBorrower or such Subsidiary in the ordinary course of business; (iii) reasonable directors’ fees and expenses approved from time to time by the board of directors of such Borrower;-54- (iv) with respect to Intercompany Loans; and (v) as otherwise permitted under this Agreement. 8.2.5. Limitation on Liens. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien upon any of its Property,income or profits, whether now owned or hereafter acquired, except: (i) Liens at any time granted in favor of Agent for the benefit of Agent and Lenders; (ii) Liens for taxes, assessments or governmental charges (excluding any Lien imposed pursuant to any of the provisions of ERISA) not yet due, orbeing contested in the manner described in subsection 7.1.14 hereto, but only if in Agent’s judgment such Lien would not reasonably be expected toadversely effect Agent’s rights or the priority of Agent’s lien on any Collateral; (iii) Liens arising in the ordinary course of the business of such Borrower or any of its Subsidiaries by operation of law or regulation, but only ifpayment in respect of any such Lien is not at the time required and such Liens do not, in the aggregate, materially detract from the value of the Propertyof such Borrower or any of its Subsidiaries or materially impair the use thereof in the operation of the business of such Borrower or any of itsSubsidiaries; (iv) Purchase Money Liens securing Permitted Purchase Money Indebtedness; (v) such other Liens as appear on Exhibit 8.2.5 hereto; (vi) Liens incurred or deposits made in the ordinary course of business in connection with (1) worker’s compensation, social security,unemployment insurance and other like laws or (2) sales contracts, leases, statutory obligations, work in progress advances and other similarobligations not incurred in connection with the borrowing of money or the payment of the deferred purchase price of property; (vii) reservations, easements, covenants, zoning and other land use regulations, title exceptions or encumbrances granted in the ordinary course ofbusiness, affecting real Property owned or leased by a Borrower or any of its Subsidiaries; provided, that such exceptions do not in the aggregatematerially interfere with the use of such Property in the ordinary course of such Borrower’s or such Subsidiary’s business; (viii) judgment Liens that do not give rise to an Event of Default under subsection 10.1.16;-55- (ix) Liens in favor of customs and revenues authorities which secure payment of customs duties in connection with the importation of Inventory; (x) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xi) Liens consisting of rights of set-off of a customary nature or banker’s liens on amounts on deposit in accounts of such Borrower or any of itsSubsidiaries (other than in a Dominion Account), whether arising by contract or operation of law, incurred in the ordinary course of business; and (xii) Liens arising from the filing of UCC financing statements for precautionary purposes relating solely to operating leases under which suchBorrower or any of its Subsidiaries is a lessee. 8.2.6. Payments and Amendments of Certain Debt. (i) use or permit any of its Subsidiaries to use the proceeds of the Loans to make any payment of any part or all of the Indebtedness evidenced by theConvertible Notes and the other Convertible Note Documents (including, without limitation, any mandatory or voluntary prepayment, purchase orredemption, including a repurchase upon a “Change of Control” (as defined in the Convertible Note Indenture as in effect on the date hereof)), except(A) regularly scheduled cash payments of interest pursuant to the Convertible Note Documents (each as in effect as of the date hereof) at a rate of 3.25%per annum and (B) cash payments permitted under Section 8.1.16 to defease outstanding Indebtedness evidenced by the Convertible Notes and the otherConvertible Note Documents; (ii) use or permit any of its Subsidiaries to use the proceeds of the Loans to make any payment of any part or all of the New Convertible NoteIndebtedness (including, without limitation, any mandatory or voluntary prepayment, purchase or redemption), except (A) regularly scheduled cashpayments of interest pursuant to the documents governing the New Convertible Note Indebtedness, (B) payment of the extension fee referenced inSection 10.1.6 and (C) cash payments in connection with a conversion of notes evidencing the New Convertible Note Indebtedness so long asimmediately after making such payment, Borrowers have Availability of at least $45,000,000; (iii) with respect to any Subordinated Debt, make or permit any of its Subsidiaries to make any payment of any part or all of any Subordinated Debtor take any other action or omit to take any other action in respect of any Subordinated Debt, except in accordance with any subordination agreementrelative thereto or the subordination provisions thereof; or-56- (iv) amend or modify any Convertible Note Document, any agreement, instrument or document evidencing or relating to the New Convertible NoteIndebtedness or any agreement, instrument or document evidencing or relating to any other Subordinated Debt, in each case to the extent that any suchamendment or modification would (a) increase the interest rate on such Indebtedness or the principal amount of such Indebtedness; (b) move forward thedates upon which any payments of principal or interest on such Indebtedness are due; (c) add any event of default or make more restrictive any existingevent of default with respect to such Indebtedness; (d) add or make more restrictive any covenant with respect to such Indebtedness; (e) move forwardany redemption or prepayment dates with respect to such Indebtedness or increase any redemption or prepayment amounts; (f) change the subordinationprovisions applicable to such Indebtedness; (g) change or amend any other term if such change or amendment would materially increase the obligationsof the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to any Borrower or Lenders; or (h) require to bepaid in cash any interest which may be paid in kind instead of cash. 8.2.7. Distributions. Declare or make, or permit any of its Subsidiaries to declare or make, any Distributions, except for: (i) Distributions by any wholly-owned Subsidiary of a Borrower to such Borrower; (ii) Distributions paid solely in Securities of a Borrower or any of its Subsidiaries; (iii) Distributions by each Borrower in amounts necessary to permit such Borrower to repurchase Securities of such Borrower from employees ofsuch Borrower or any of its Subsidiaries upon the termination of their employment, so long as no Default or Event of Default exists at the time of orwould be caused by the making of such Distributions and the aggregate cash amount of all such Distributions by all Borrowers, measured at the timewhen made, does not exceed $2,500,000 in any fiscal year of Borrowers; (iv) Distributions in the form of cash dividends declared and paid by Wabash to holders of Common Stock from time to time, in each case, so longas, and to the extent that, (a) no Default or Event of Default is then in existence or would be caused thereby after giving effect thereto, (b) after givingeffect to the proposed Distribution, Borrowers are in compliance with Fixed Charge Coverage Ratio pursuant to Section 8.3 on a pro forma, butunadjusted, basis as of the most recent testing date, (c) immediately after completing such Distribution, Borrowers have Availability of at least$25,000,000, (d) the amount of all such Distributions by Wabash, measured at the time made, does not exceed $20,000,000 in any fiscal year ofWabash,-57- unless otherwise approved in writing by Majority Lenders, and (e) at least 5 Business Days prior to such Distribution, Borrowers have delivered toAgent a certificate of Wabash’s Chief Financial Officer, Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to Agent,certifying compliance with each of the foregoing requirements and showing all applicable calculations; (v) Distributions in the form of the redemption or other repurchase by Wabash of Common Stock from time to time, in each case, so long as, and tothe extent that, (a) no Default or Event of Default is then in existence or would be caused thereby after giving effect thereto, (b) after giving effect to theproposed Distribution, Borrowers are in compliance with Fixed Charge Coverage Ratio pursuant to Section 8.3 on a pro forma, but unadjusted, basis asof the most recent testing date, (c) immediately after completing such Distribution, Borrowers have Availability of at least $25,000,000, (d) the amountof all such Distributions under this subsection 8.2.7(v) by Wabash, measured at the time made, does not exceed $50,000,000 during the term of thisAgreement, unless otherwise approved in writing by Majority Lenders, and (e) at least 1 Business Day prior to such Distribution, Borrowers havedelivered to Agent a certificate of Wabash’s Chief Financial Officer, Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory toAgent, certifying compliance with each of the foregoing requirements and showing all applicable calculations; and (vi) Distributions incurred on the date of the entrance into the New Convertible Note Derivative Obligations in connection with any issuance of NewConvertible Note Indebtedness and subject to the limitations on New Convertible Note Derivative Obligations set forth in the definition thereof. 8.2.8. Intentionally Omitted. 8.2.9. Disposition of Assets. Sell, lease or otherwise dispose of any of, or permit any of its Subsidiaries to sell, lease or otherwise dispose of any of, itsProperties, including any disposition of Property as part of a sale and leaseback transaction, to or in favor of any Person, except for: (i) sales of Inventory in the ordinary course of business; (ii) transfers of Property to a Borrower by a wholly-owned Subsidiary of such Borrower; (iii) dispositions of investments described in paragraphs (iv), (v), (vi) and (vii) of the definition of the term “Restricted Investments”; (iv) sales and other dispositions of the Western Canada Property, so long as (a) no Default or Event of Default is in existence or would result-58- therefrom, (b) the consideration received in respect thereof is all cash, and (c) in the case of individual items of Property with a book value in excess of$500,000, the consideration received in respect thereof is at least equal to the portion of the Loans predicated on the value of such Property; (v) sales, leases and other dispositions of Property with a fair market value of up to $20,000,000 in the aggregate in any one calendar year, in eachcase so long as (a) no Default or Event of Default is in existence or would result therefrom, (b) the consideration received in respect thereof is all cash,and (c) in the case of individual items of Property with a book value in excess of $500,000, the consideration received in respect thereof is at least equalto the portion of the Loans predicated on the value of such Property; (vi) so long as no Default or Event of Default exists, sales, leases or other dispositions of Equipment or other fixed assets that are substantially worn,damaged or obsolete and that are replaced with Equipment or other fixed assets of like kind, function and value; (vii) dissolutions permitted under subsection 8.2.1; (viii) other dispositions expressly authorized by this Agreement; and (ix) sales of any finance contracts assets, including the National Trailer Funding portfolio finance contracts and the former Apex Finance portfoliocontracts. 8.2.10. Securities of Subsidiaries. Permit any of its Subsidiaries to issue any additional Securities except to such Borrower and except for director’squalifying Securities. 8.2.11. Bill-and-Hold Sales, Etc. Make, or permit any of its Subsidiaries to make, a sale to any customer on a guaranteed sale, sale and return, sale onapproval, repurchase or return or consignment basis; or make, or permit any of its Subsidiaries to make, a sale to any customer on a bill and hold basis,expect in a manner consistent with such Person’s ordinary business practices as conducted prior to the Closing Date. 8.2.12. Restricted Investment. Make or have, or permit any of its Subsidiaries of such Borrower to make or have, any Restricted Investment. 8.2.13. Subsidiaries and Joint Ventures. Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire orotherwise suffer to exist, any Subsidiary or Joint Venture (unless within 10 days thereafter, the applicable Borrower, Subsidiary and/or Joint Venture, asapplicable, has complied with the requirements of subsection 8.1.8). 8.2.14. Tax Consolidation. File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and Borrowers’Subsidiaries.-59- 8.2.15. Organizational Documents. Agree to, or suffer to occur, any amendment, supplement or addition to its or any of its Subsidiaries’ charter,articles or certificate of incorporation, certificate of formation, limited partnership agreement, bylaws, limited liability agreement, operating agreement orother organizational documents (as the case may be), that (i) would alter or modify in any way any rights relating to preferred stock or create any new classof preferred stock (other than an amendment to the terms of the Borrower’s Series D Junior Participating Preferred Stock in connection with an amendmentto Borrower’s current Rights Agreement, dated as of December 28, 2005) or (ii) could reasonably be expected to have a material adverse effect on theinterests of Agent and Lenders. Notwithstanding the foregoing, Borrowers and their Subsidiaries may take such action as is necessary to dissolve theInactive Subsidiaries, the Wind Down Subsidiaries and the other Subsidiaries described in subsection 8.2.1(iii). 8.2.16. Fiscal Year End. Change, or permit any of its Subsidiaries to change, its fiscal year end. 8.2.17. Negative Pledges. Enter into any agreement limiting the ability of such Borrower or any of its Subsidiaries to (i) voluntarily create Liens uponany of its Property, (ii) pay dividends or make any other Distributions on its Securities; (iii) make loans or advances to any Borrower or any Subsidiary;or (iv) transfer any of its Property to any Borrower or any Subsidiary. 8.2.18. Leases. Become, or permit any of its Subsidiaries to become, a lessee under any operating lease (other than a lease under which such Borroweror such Subsidiary is lessor) of Property if the aggregate Rentals payable during any current or future period of twelve (12) consecutive months under thelease in question and all other leases under which any Borrowers or any of its Subsidiaries is then lessee would exceed $10,000,000. The term “Rentals”means, as of the date of determination, all payments which the lessee is required to make by the terms of any lease. 8.2.19. Leases and Financing Arrangements. Except for the trailer financing arrangements described on Exhibit 8.2.19, after the Closing Date, enterinto, or permit any of its Subsidiaries to enter into, any new trailer lease as lessor or any new financing arrangement as lender in excess of $500,000 in theaggregate in any calendar year. 8.2.20. Change in Business. Change, or permit any of its Subsidiaries to change, in any material respect, the nature of its business as conducted on theClosing Date. 8.3. Specific Financial Covenants. During the Term, and thereafter for so long as there are any Obligations outstanding, each Borrower covenants that it shall comply with all of thefinancial covenants-60- set forth in Exhibit 8.3 hereto. If GAAP changes from the basis used in preparing the audited financial statements delivered to Agent by Borrowers on or beforethe Closing Date, Borrowers will provide Agent with certificates demonstrating compliance with such financial covenants and will include, at the election ofBorrowers or upon the request of Agent, calculations setting forth the adjustments necessary to demonstrate how Borrowers are also in compliance with suchfinancial covenants based upon GAAP as in effect on the Closing Date.SECTION 9. CONDITIONS PRECEDENT 9.1. Conditions Precedent to Initial Loans and Other Initial Credit Accommodations. Notwithstanding any other provision of this Agreement or any of the other Loan Documents, and without affecting in any manner the rights of Agent orany Lender under the other sections of this Agreement, no Lender shall be required to make any Loan on the Closing Date, nor shall Agent be required to issueor procure any Letter of Credit or LC Guaranty on the Closing Date unless and until each of the following conditions has been and continues to be satisfied ina manner satisfactory to Agent and each Lender party to this Agreement on the Closing Date: 9.1.1. Documentation. Agent and the Lenders shall have received, in form and substance satisfactory to Agent and its counsel and the Lenders, a dulyexecuted copy of this Agreement and the other Loan Documents, together with such additional documents, instruments, opinions and certificates as Agentand its counsel shall require in connection therewith from time to time, all in form and substance satisfactory to Agent and its counsel and the Lenders. 9.1.2. No Default. No Default or Event of Default shall exist. 9.1.3. Other Conditions. Each of the conditions precedent set forth in the Loan Documents shall have been satisfied. 9.1.4. Availability. Agent shall have determined that immediately after Lenders have made the Loans on the Closing Date and after Agent has issued orprocured any new Letters of Credit and LC Guaranties contemplated to be issued or procured, and Borrowers have paid (or, if accrued, treated as paid), allclosing costs incurred in connection with the transactions contemplated hereby, Availability shall not be less than $75,000,000. 9.1.5. No Litigation. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court,governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is adversely related to or arises out ofthis Agreement or the consummation of the transactions contemplated hereby or thereby.-61- 9.1.6. Material Adverse Effect. As of the Closing Date, since September 30, 2006, there has not been any (i) material adverse change in its business,assets, financial condition or income and no event or condition exists which would be reasonably likely to result in any Material Adverse Effect or(ii) materially adverse change or material disruption in the financial banking or capital markets, which could reasonably be expected to have a materialadverse effect on the syndication of the Total Credit Facility. 9.1.7. Closing Fees. Borrowers shall have paid all fees and expenses owing to Agent, Arranger or any Lender that are to be paid on the Closing Date. 9.2. Conditions Precedent to all Loans and other Credit Accommodations. Notwithstanding any other provision of this Agreement or any other Loan Documents, and without affecting in any manner the rights of any Agent orany Lender under the other sections of this Agreement, no Lender shall be required to make any Loan, nor shall Agent be required to issue or procure anyLetter of Credit or LC Guaranty unless and until each of the following conditions has been and continues to be satisfied: 9.2.1. No Default. No Default or Event of Default shall exist. 9.2.2. No Litigation. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before anygovernmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, any of theLoan Documents.SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT 10.1. Events of Default. The occurrence of one or more of the following events shall constitute an “Event of Default”: 10.1.1. Payment of Obligations. Borrowers shall fail to pay any of the Obligations hereunder or under any Note on the due date thereof (whether due atstated maturity, on demand, upon acceleration or otherwise). 10.1.2. Misrepresentations. Any material representation, warranty or other statement made or furnished to Agent or any Lender by or on behalf of anyBorrower, any of its Subsidiaries or any Guarantor in this Agreement, any of the other Loan Documents or any instrument, certificate or financialstatement furnished in compliance with or in reference thereto proves to have been false or misleading in any material respect when made, furnished orreaffirmed pursuant to Section 7.2 hereof. 10.1.3. Breach of Specific Covenants. Borrowers shall fail or neglect to perform, keep or observe any covenant contained in Section or subsection(i) 6.1.2, 6.2.4, 6.2.5, 8.1.1, 8.1.2, 8.1.3 (other than 8.1.3(ii)), 8.1.4, 8.2 or 8.3 hereof on the-62- date that Borrowers are required to perform, keep or observe such covenant or (ii) 5.2, 5.3, 6.1.1, 8.1.3(ii), 8.1.9 or 8.1.11 hereof within 5 BusinessDays following the date on which Borrowers are required to perform, keep or observe such covenant. 10.1.4. Breach of Other Covenants. Borrowers shall fail or neglect to perform, keep or observe any covenant contained in this Agreement (other than acovenant which is dealt with specifically elsewhere in Section 10.1 hereof) and the breach of such other covenant is not cured to Agent’s satisfaction within30 days after the sooner to occur of Borrowers’ receipt of notice of such breach from Agent or the date on which such failure or neglect first becomes knownto any officer of any Borrower. 10.1.5. Default Under Security Documents or Other Agreements. Any event of default shall occur under, or any Borrower, any of its Subsidiaries orany Guarantor shall default in the performance or observance of any term, covenant, condition or agreement applicable to such Person contained in, any ofthe Security Documents or the Other Agreements and such default shall continue beyond any applicable grace period. 10.1.6. Other Defaults. There shall occur (a) any default or event of default on the part of any Borrower, any of its Subsidiaries or any Guarantor underany agreement, document or instrument to which such Borrower, such Subsidiary or such Guarantor is a party or by which such Borrower, suchSubsidiary or such Guarantor or any of its Property is bound, evidencing or relating to any Indebtedness (other than the Obligations) with an outstandingprincipal balance in excess of $5,000,000, if the payment or maturity of such Indebtedness is or could be accelerated in consequence of such event ofdefault or demand for payment of such Indebtedness is made or could be made in accordance with the terms thereof; provided, however, with respect to theNew Convertible Note Indebtedness, to the extent that Wabash cures an event of default thereunder relating to its failure to make required filings with theSecurities and Exchange Commission in accordance with the Securities and Exchange Act of 1934, as amended, by payment of an extension fee not toexceed $450,000 payable on such Indebtedness during the first sixty (60) days after the occurrence of such event of default and making the applicablefilings, such event of default shall not be an Event of Default hereunder or (b) any default or event of default under any Convertible Note Document (to theextent that such default or event of default does not otherwise result in an Event of Default under Subsection 10.1.6(a)). 10.1.7. Uninsured Losses. Any material loss, theft, damage or destruction of any portion of the Collateral having a fair market value of $3,000,000, inthe aggregate, if not fully covered (subject to such deductibles and self-insurance retentions as Agent shall have permitted) by insurance. 10.1.8. Insolvency and Related Proceedings. Any Borrower, any of its Subsidiaries or any Guarantor shall cease to be Solvent or shall suffer theappointment of a receiver, trustee, custodian or similar fiduciary, or shall make an-63- assignment for the benefit of creditors, or any petition for an order for relief shall be filed by or against any Borrower, any of its Subsidiaries or anyGuarantor under U.S. federal bankruptcy laws, the Insolvency Laws of Canada or any similar laws (if against any Borrower, any of its Subsidiaries orany Guarantor the continuation of such proceeding for more than 30 days), or any Borrower, any of its Subsidiaries or any Guarantor shall make anyoffer of settlement, extension or composition to their respective unsecured creditors generally. 10.1.9. Business Disruption; Condemnation. There shall occur a cessation of a substantial part of the business of any Borrower, any of itsSubsidiaries or any Guarantor for a period which materially adversely affects such Borrower’s, such Subsidiary’s or such Guarantor’s capacity tocontinue its business on a profitable basis; or Wabash’s common stock is no longer traded on the New York Stock Exchange, Nasdaq Stock Market orany other United States national securities exchange; or any Borrower, any of its Subsidiaries or any Guarantor shall suffer the loss or revocation of anymaterial license or permit now held or hereafter acquired by such Borrower, such Subsidiary or such Guarantor which is necessary to the continued orlawful operation of its business; or any Borrower, any of its Subsidiaries or any Guarantor shall be enjoined, restrained or in any way prevented by court,governmental or administrative order from conducting all or any material part of its business affairs; or any material lease or agreement pursuant to whichany Borrower, any of its Subsidiaries or any Guarantor leases, uses or occupies any Property shall be canceled or terminated prior to the expiration of itsstated term, except any such lease or agreement the cancellation or termination of which could not reasonably be expected to have a Material Adverse Effect;or any material portion of the Collateral shall be taken through condemnation or the value of such Property shall be impaired through condemnation. 10.1.10. Change of Ownership. (a) any “Change of Control” under and as defined in the Convertible Note Indenture, as in effect on the date hereof,shall occur; (b) a majority of the members of the board of directors as of the date hereof of Wabash or persons subsequently serving as directors of Wabashwho are appointed or nominated by a majority of the persons serving on the board of directors on the date hereof or whose appointment or nomination waspreviously so approved (or a committee consisting of such persons), cease to be members of the board of directors of such Person; (c) Wabash shall ceaseto own and control, beneficially and of record (directly or indirectly), 100% of the issued and outstanding Securities and Voting Stock of each otherBorrower; or (d) a Borrower or a Subsidiary of a Borrower shall cease to own and control, beneficially and of record (directly or indirectly), 100% of theissued and outstanding Securities and Voting Stock of each of its Subsidiaries that it owns on the date hereof. 10.1.11. Business Activity. Any Inactive Subsidiary engages in any business activity, owns any material assets, or incurs any Indebtedness other thanthe performance of its obligations under the Loan Documents to which it is a party and the performance of its obligations under intercompany agreementsand agreements with its shareholders that have been disclosed to Agent in writing-64- 10.1.12. ERISA. A Reportable Event shall occur which, in Agent’s determination, constitutes grounds for the termination by the Pension BenefitGuaranty Corporation of any Plan or for the appointment by the appropriate United States district court of a trustee for any Plan, or if any Plan shall beterminated or any such trustee shall be requested or appointed, or any Borrower, any of its Subsidiaries or any Guarantor is in “default” (as defined inSection 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan resulting from such Borrower’s, such Subsidiary’s or such Guarantor’scomplete or partial withdrawal from such Plan and any such event could reasonably be expected to have a Material Adverse Effect. 10.1.13. Challenge to Agreement. Any Borrower, any Subsidiary of any Borrower or any Guarantor, or any Affiliate of any of them, shall challenge orcontest in any action, suit or proceeding the validity or enforceability of this Agreement or any of the other Loan Documents, the legality or enforceability ofany of the Obligations or the perfection or priority of any Lien granted to Agent. 10.1.14. Repudiation of or Default Under Guaranty Agreement. Any Guarantor shall revoke or attempt to revoke the Guaranty Agreement signed by suchGuarantor, or shall repudiate such Guarantor’s liability thereunder or shall be in default under the terms thereof. 10.1.15. Criminal Forfeiture. Any Borrower, any of its Subsidiaries or any Guarantor shall be criminally indicted or convicted under any law thatcould lead to a forfeiture of any Property of such Borrower, such Subsidiary or such Guarantor. 10.1.16. Judgments. Any money judgments, writ of attachment or similar processes (collectively, “Judgments”) in excess of amounts covered byinsurance (not including self-insurance or other retentions) are issued or rendered against any Borrower, any of its Subsidiaries or any Guarantor, or any oftheir respective Property (i) in the case of money judgments, in an amount of $10,000,000 or more for any single judgment, attachment or process or$10,000,000 or more for all such judgments, attachments or processes in the aggregate, in each case in excess of any applicable insurance with respect towhich the insurer has admitted liability, and (ii) in the case of non-monetary Judgments, such Judgment or Judgments (in the aggregate) could reasonablybe expected to have a Material Adverse Effect, in each case which Judgment is not stayed, released or discharged within 30 days. 10.1.17. Material Adverse Effect. Any event occurs which reasonably could be expected to have a Material Adverse Effect.-65- 10.2. Acceleration of the Obligations. Upon or at any time after the occurrence and during the continuance of an Event of Default, (i) Agent may, and upon the direction of Majority Lenders,Agent shall, declare the Revolving Loan Commitments terminated and/or (ii) Agent may, and upon the direction of Majority Lenders, Agent shall, declare all orany portion of the Obligations at once due and payable without presentment, demand protest or further notice by Agent or any Lender, and Borrowers shallforthwith pay to Agent, the full amount of such Obligations, provided, that upon the occurrence of an Event of Default specified in subsection 10.1.8 hereof,the Revolving Loan Commitments shall automatically be terminated and all of the Obligations shall become automatically due and payable, in each casewithout presentment, declaration, notice or demand by Agent or any Lender. 10.3. Other Remedies. Upon the occurrence and during the continuance of an Event of Default, Agent shall have and may exercise from time to time the following other rightsand remedies: 10.3.1. All of the rights and remedies of a secured party under the UCC or under other applicable law, and all other legal and equitable rights to whichAgent or Lenders may be entitled, all of which rights and remedies shall be cumulative and shall be in addition to any other rights or remedies contained inthis Agreement or any of the other Loan Documents, and none of which shall be exclusive. 10.3.2. The right to take immediate possession of the Collateral, and to (i) require each Borrower and each of its Subsidiaries to assemble the Collateral,at Borrower’s joint and several expense, and make it available to Agent at a place designated by Agent which is reasonably convenient to both parties, and(ii) enter any premises where any of the Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises bethe Property of any Borrower or any of its Subsidiaries, such Borrower agrees not to charge, or permit such Subsidiary to charge, Agent for storagethereof). 10.3.3. The right to sell or otherwise dispose of all or any Collateral in its then condition, or after any further manufacturing or processing thereof, atpublic or private sale or sales, with such notice as may be required by law, in lots or in bulk, for cash or on credit, all as Agent, in its sole discretion, maydeem advisable. Agent may, at Agent’s option, disclaim any and all warranties regarding the Collateral in connection with any such sale. Each Borroweragrees that 10 days’ written notice to such Borrower or any of its Subsidiaries of any public or private sale or other disposition of Collateral shall bereasonable notice thereof, and such sale shall be at such locations as Agent may designate in said notice. Agent shall have the right to conduct such sales onany Borrower’s or any of its Subsidiaries’ premises, without charge therefor, and such sales may be adjourned from time to time in accordance withapplicable law. Agent shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof,and-66- Agent, on behalf of Lenders, may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment ofsuch purchase price, may set off the amount of such price against the Obligations. The proceeds realized from the sale of any Collateral shall be applied,after allowing 2 Business Days for collection, in the manner provided in subsection 3.4.2. If any deficiency shall arise, each Borrower and each Guarantorshall remain jointly and severally liable to Agent and Lenders therefor. 10.3.4. Agent is hereby granted a license or other right to use, without charge, each Borrower’s and each of its Subsidiaries’ labels, patents, copyrights,licenses, rights of use of any name, trade secrets, tradenames, trademarks and advertising matter, or any Property of a similar nature, as it pertains to theCollateral, in completing, advertising for sale and selling any Collateral and each Borrower’s and each of its Subsidiaries’ rights under all licenses and allfranchise agreements shall inure to Agent’s benefit. 10.3.5. Agent may, at its option, require Borrowers to deposit with Agent funds equal to 105% of the Dollar Equivalent of the LC Amount and, ifBorrowers fail to promptly make such deposit, Agent may advance such amount as a Revolving Credit Loan (whether or not an Overadvance is createdthereby). Each such Revolving Credit Loan shall be secured by all of the Collateral and shall constitute a Base Rate Portion. Any such deposit or advanceshall be held by Agent as a reserve to fund future payments on such LC Guaranties and future drawings against such Letters of Credit. At such time as allLC Guaranties have been paid or terminated and all Letters of Credit have been drawn upon or expired, any amounts remaining in such reserve shall beapplied against any outstanding Obligations, or, if all Obligations have been indefeasibly paid in full, returned to Borrowers. 10.3.6. Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, Agent shall not take any action to foreclose upon,acquire or take possession of or occupy, or exercise any remedies by which it will take title or otherwise come into ownership in respect of Collateralconsisting of real Property listed on Exhibit 10.3.6 (the “Affected Collateral”) or purchase or otherwise acquire (including in lieu of actual payment of apurchase price) any stock or other equity interest in any Company or other Person that owns the Affected Collateral unless and until (i) Lenders haveobtained, at Borrowers’ joint and several expense, a Phase II environmental site assessment with respect to the Affected Collateral, prepared by anenvironmental consultant reasonably acceptable to Lenders and (ii) each Lender has confirmed that no remediation is required by such Lender or that anyremediation has been completed to the satisfaction of such Lender with respect to the Affected Collateral. 10.4. Set Off and Sharing of Payments. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of anyEvent of Default, each-67- Lender is hereby authorized by each Borrower at any time or from time to time, with prior written consent of Agent and with reasonably prompt subsequentnotice to such Borrower (any prior or contemporaneous notice to such Borrower being hereby expressly waived) to set off and to appropriate and to apply anyand all (i) balances held by such Lender at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balancesare then due to such Borrower or its Subsidiaries), and (ii) other property at any time held or owing by such Lender to or for the credit or for the account ofsuch Borrower or any of its Subsidiaries, against and on account of any of the Obligations. Any Lender exercising a right to set off shall, to the extent theamount of any such set off exceeds its Revolving Loan Percentage of the amount set off, purchase for cash (and the other Lenders shall sell) interests in eachsuch other Lender’s pro rata share of the Obligations as would be necessary to cause such Lender to share such excess with each other Lender in accordancewith their respective Revolving Loan Percentages. Each Borrower agrees, to the fullest extent permitted by law, that any Lender may exercise its right to set offwith respect to amounts in excess of its pro rata share of the Obligations and upon doing so shall deliver such excess to Agent for the benefit of all Lenders inaccordance with the Revolving Loan Percentages. 10.5. Remedies Cumulative; No Waiver. All covenants, conditions, provisions, warranties, guaranties, indemnities, and other undertakings of each Borrower contained in this Agreement andthe other Loan Documents, or in any document referred to herein or contained in any agreement supplementary hereto or in any schedule or in any GuarantyAgreement given to Agent or any Lender or contained in any other agreement between any Lender and such Borrower or between Agent and such Borrower,heretofore, concurrently, or hereafter entered into, shall be deemed cumulative to and not in derogation or substitution of any of the terms, covenants,conditions, or agreements of such Borrower herein contained. The failure or delay of Agent or any Lender to require strict performance by any Borrower of anyprovision of this Agreement or to exercise or enforce any rights, Liens, powers, or remedies hereunder or under any of the aforesaid agreements or otherdocuments or security or Collateral shall not operate as a waiver of such performance, Liens, rights, powers and remedies, but all such requirements, Liens,rights, powers, and remedies shall continue in full force and effect until all Loans and other Obligations owing or to become owing from such Borrower toAgent and each Lender have been fully satisfied. None of the undertakings, agreements, warranties, covenants and representations of any Borrower containedin this Agreement or any of the other Loan Documents and no Default or Event of Default by any Borrower under this Agreement or any other Loan Documentsshall be deemed to have been suspended or waived by Lenders, unless such suspension or waiver is by an instrument in writing specifying such suspensionor waiver and is signed by a duly authorized representative of Agent and directed to Borrowers.-68- SECTION 11. THE AGENT 11.1. Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement and the otherLoan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender herebyacknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions andduties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, orrelationship of agency or trust with or for, any Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents(including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, exercise any discretion or take any action, butshall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the MajorityLenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, andsuch instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes Agentto any liability or which is contrary to this Agreement, the other Loan Documents or applicable law, unless Agent is indemnified to its satisfaction by the otherLenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. If Agent seeks the consent orapproval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shallsend notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) haveinstructed Agent to act or refrain from acting pursuant hereto. 11.2. Agent’s Reliance, Etc. Neither Agent, any Affiliate of Agent, nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted tobe taken by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willfulmisconduct. Without limitation of the generality of the foregoing, Agent: (i) may treat each Lender party hereto as the holder of Obligations until Agent receiveswritten notice of the assignment or transfer of such Lender’s portion of the Obligations signed by such Lender and in form reasonably satisfactory to Agent;(ii) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to betaken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iii) makes no warranties or representations to any Lender andshall not be responsible to any Lender for any recitals, statements, warranties or representations made in or in connection with this Agreement or any otherLoan Documents; (iv) shall not have any duty beyond Agent’s customary practices in respect of loans in which Agent is the only lender to ascertain or toinquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or-69- the other Loan Documents on the part of any Borrower, to inspect the property (including the books and records) of any Borrower, to monitor the financialcondition of any Borrower or to ascertain the existence or possible existence or continuation of any Default or Event of Default; (v) shall not be responsible toany Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or anyother instrument or document furnished pursuant hereto or thereto; (vi) shall not be liable to any Lender for any action taken, or inaction, by Agent upon theinstructions of Majority Lenders pursuant to Section 11.1 hereof or refraining to take any action pending such instructions; (vii) shall not be liable for anyapportionment or distributions of payments made by it in good faith pursuant to Section 3 hereof; (viii) shall incur no liability under or in respect of thisAgreement or the other Loan Documents by acting upon any notice, consent, certificate, message or other instrument or writing (which may be by telephone,facsimile, telegram, cable or telex) believed in good faith by it to be genuine and signed or sent by the proper party or parties; and (ix) may assume that noEvent of Default has occurred and is continuing, unless Agent has actual knowledge of the Event of Default, has received notice from a Borrower or aBorrower’s independent certified public accountants stating the nature of the Event of Default, or has received notice from a Lender stating the nature of theEvent of Default and that such Lender considers the Event of Default to have occurred and to be continuing. In the event any apportionment or distributiondescribed in clause (vii) above is determined to have been made in error, the sole recourse of any Person to whom payment was due but not made shall be torecover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled. 11.3. Bank of America and Affiliates. With respect to its commitment hereunder to make Loans, Bank of America shall have the same rights and powers under this Agreement and the otherLoan Documents as any other Lender and may exercise the same as though it were not Agent; and the terms “Lender,” “Lenders” or “Majority Lenders” shall,unless otherwise expressly indicated, include Bank of America in its individual capacity as a Lender. Bank of America and its Affiliates may lend money to,and generally engage in any kind of business with, each Borrower, and any Person who may do business with or own Securities of each Borrower all as ifBank of America were not Agent and without any duty to account therefor to any other Lender. 11.4. Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon Agent or any other Lender and based on the financial statementsreferred to herein and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into thisAgreement. Each Lender also acknowledges that it will, independently and without reliance upon Agent or any other Lender and based on such documents andinformation as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. Agent shallnot have any duty or responsibility, either initially or on an ongoing basis, to provide any Lender with any credit or other similar information regarding anyBorrower.-70- 11.5. Indemnification. Lenders agree to indemnify Agent and Arranger (to the extent not reimbursed by Borrowers or Guarantors), in accordance with their respective AggregatePercentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements ofany kind or nature whatsoever which may be imposed on, incurred by, or asserted against Agent or Arranger in any way relating to or arising out of thisAgreement or any other Loan Document or any action taken or omitted by Agent or Arranger under this Agreement; provided, that no Lender shall be liable forany portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s orArranger’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse Agent and Arranger promptly upondemand for its ratable share, as set forth above, of any out-of-pocket expenses (including reasonable attorneys’ fees) incurred by Agent or Arranger inconnection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiation, legal proceedingsor otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Loan Document, to the extent that Agent orArranger, as applicable, is not reimbursed for such expenses by Borrowers. The obligations of Lenders under this Section 11.5 shall survive the payment infull of all Obligations and the termination of this Agreement. If after payment and distribution of any amount by Agent to Lenders, any Lender or any otherPerson, including any Borrower, any creditor of any Borrower, a liquidator, administrator or trustee in bankruptcy, recovers from Agent or Arranger anyamount found to have been wrongfully paid to Agent or Arranger or disbursed by Agent or Arranger to Lenders, then Lenders, in accordance with theirrespective Aggregate Percentages, shall reimburse Agent or Arranger, as applicable, for all such amounts. 11.6. Rights and Remedies to be Exercised by Agent Only. Each Lender agrees that, except as set forth in Section 10.4, no Lender shall have any right individually (i) to realize upon the security created by thisAgreement or any other Loan Document, (ii) to enforce any provision of this Agreement or any other Loan Document, or (iii) to make demand for payment byany Borrower under this Agreement or any other Loan Document. 11.7. Agency Provisions Relating to Collateral. Each Lender authorizes and ratifies Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees thatany action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise byAgent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon allLenders. Agent is hereby authorized on behalf of all Lenders, without the-71- necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or the Loan Documents which may be necessaryto perfect and maintain perfected Agent’s Liens upon the Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorizeAgent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon termination of the Agreement and paymentand satisfaction of all Obligations; or (ii) constituting property being sold or disposed of in compliance with subsection 8.2.9 hereof and if Borrowers certifyto Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof, as it may be amended from time to time in accordance with theprovisions of Section 11.10 (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which noBorrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other disposition ofCollateral after the occurrence and during the continuation of an Event of Default or (v) if approved, authorized or ratified in writing by Agent at the directionof all Lenders. Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuanthereto. Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Borrower or iscared for, protected or insured or has been encumbered or that the Liens granted to Agent herein or pursuant to the Security Documents have been properly orsufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner orunder any duty of care, disclosure or fidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in thisSection 11.7 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto,Agent may act in any manner it may deem appropriate, in its sole discretion, but consistent with the provisions of this Agreement, including given Agent’sown interest in the Collateral as a Lender and that Agent shall have no duty or liability whatsoever to any Lender. 11.8. Agent’s Right to Purchase Commitments. Agent shall have the right, but shall not be obligated, at any time upon written notice to any Lender and with the consent of such Lender, which may begranted or withheld in such Lender’s sole discretion, to purchase for Agent’s own account all of such Lender’s interests in this Agreement, the other LoanDocuments and the Obligations, for the face amount of the outstanding Obligations owed to such Lender, including without limitation all accrued and unpaidinterest and fees. 11.9. Right of Sale, Assignment, Participations. Each Borrower hereby consents to any Lender’s participation, sale, assignment, transfer or other disposition, at any time or times hereafter, of thisAgreement and any of the other Loan Documents, or of any portion hereof or thereof, including, without limitation, such Lender’s rights, title, interests,remedies, powers, and duties hereunder or thereunder subject to the terms and conditions set forth below:-72- 11.9.1. Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for anamount of less than $5,000,000 or any integral multiple of $1,000,000 in excess thereof, or, if less, the entire Revolving Loan Commitment of such Lender,(ii) Agent and, in the absence of a Default or Event of Default, Borrowers, must consent, such consent not to be unreasonably withheld, to each suchassignment to a Person that is not an original signatory to this Agreement or a Lender or an Affiliate of such Person or Lender, (iii) the assigning Lendershall pay to Agent a processing and recordation fee of $3,500, and (iv) Agent, the assigning Lender and the assignee Lender shall each have executed anddelivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a“Lender” for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving LoanCommitments assumed by such other Lender. 11.9.2. Participations. Any Lender may grant participations in its extensions of credit hereunder to any other Lender or other lending institution (a“Participant”), provided that (i) no such participation shall be for an amount of less than $5,000,000 or any integral multiple of $1,000,000 in excessthereof, other than participations to Affiliates of such Lender, which may be in any amount, (ii) no Participant shall thereby acquire any direct rights underthis Agreement, (iii) no Participant shall be granted any right to consent to any amendment, except to the extent any of the same pertain to (1) reducing theaggregate principal amount of, or interest rate on, or fees applicable to, any Loan or (2) extending the final stated maturity of any Loan or the statedmaturity of any portion of any payment of principal of, or interest or fees applicable to, any of the Loans; provided, that the rights described in thissubclause (2) shall not be deemed to include the right to consent to any amendment with respect to or which has the effect of requiring any mandatoryprepayment of any portion of any Loan or any amendment or waiver of any Default or Event of Default, (iv) no sale of a participation in extensions ofcredit shall in any manner relieve the originating Lender of its obligations hereunder, (v) the originating Lender shall remain solely responsible for theperformance of such obligations, (vi) Borrowers and Agent shall continue to deal solely and directly with the originating Lender in connection with theoriginating Lender’s rights and obligations under this Agreement and the other Loan Documents, (vii) in no event shall any financial institution purchasingthe participation grant a participation in its participation interest in the Loans without the prior written consent of Agent, and, in the absence of a Default oran Event of Default, Borrowers, which consents shall not unreasonably be withheld and (viii) all amounts payable by Borrowers hereunder shall bedetermined as if the originating Lender had not sold any such participation. 11.9.3. Certain Agreements of Borrowers. Each Borrower agrees that (i) it will use its best efforts to assist and cooperate with each Lender in anymanner reasonably requested by such Lender to effect the sale of participation in or assignments of any of the Loan Documents or any portion thereof orinterest therein,-73- including, without limitation, assisting in the preparation of appropriate disclosure documents and making members of management available at reasonabletimes to meet with and answer questions of potential assignees and Participants; and (ii) subject to the provisions of Section 12.14 hereof, such Lender maydisclose credit information regarding each Borrower to any potential Participant or assignee. 11.9.4. Non U.S. Resident Transferees. If, pursuant to this Section 11.9, any interest in this Agreement or any Loans is transferred to any transfereewhich is organized under the laws of any jurisdiction other than the United States or any state thereof, the transferor Lender shall cause such transferee(other than any Participant), and may cause any Participant, concurrently with and as a condition precedent to the effectiveness of such transfer, to(i) represent to the transferor Lender (for the benefit of the transferor Lender, Agent, and Borrowers) that under applicable law and treaties no taxes will berequired to be withheld by Agent, Borrowers or the transferor Lender with respect to any payments to be made to such transferee in respect of the interest sotransferred, (ii) furnish to the transferor Lender, Agent and Wabash either United States Internal Revenue Service Form W-8BEN or United States InternalRevenue Service Form W-8ECI (wherein such transferee claims entitlement to complete exemption from United States federal withholding tax on all interestpayments hereunder), and (iii) agree (for the benefit of the transferor Lender, Agent and Borrowers) to provide the transferor Lender, Agent and Wabash anew Form W-8BEN or Form W-8ECI upon the obsolescence of any previously delivered form and comparable statements in accordance with applicableUnited States laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicableUnited States laws and regulations with regard to such withholding tax exemption. 11.10. Amendment. No amendment or waiver of any provision of this Agreement or any other Loan Document (including without limitation any Note), nor consent to anydeparture by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and Borrowers,and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment,waiver or consent shall be effective, unless (i) in writing and signed by each Lender, if it does any of the following: (1) increase any Lender’s Revolving LoanCommitment or the aggregate Revolving Loan Commitments beyond the amount set forth in Section 1.1.6 or decrease the aggregate Revolving LoanCommitments or any Lender’s Revolving Loan Commitment, (2) reduce the principal of, or interest on, any amount payable hereunder or under any Note,other than those payable only to Bank of America in its capacity as Agent, which may be reduced by Bank of America unilaterally, (3) decrease any interestrate payable hereunder, the Unused Line Fee or any other fee payable to Lenders (as opposed to Agent or Arranger) or the rate at which any such fee iscalculated, (4) postpone any date fixed for any payment of principal of, or interest on, any amounts payable hereunder or under any Note, or any fees payableto the Lenders, other than those payable only to Bank of America in its capacity as Agent, which may be postponed by Bank of America-74- unilaterally, (5) modify the definition of the term Borrowing Base if the effect of such modification is to increase the amount available to be borrowedhereunder, (6) modify the definitions of any of the terms Eligible Account, Eligible Inventory, Eligible Bill and Hold Inventory, Eligible Trailer Inventory,Eligible Equipment or Eligible Real Property if the effect of such modification is to increase the amount available to be borrowed in respect of the RevolvingLoans, (7) reduce the number of Lenders that shall be required for Lenders or any of them to take any action hereunder, (8) release or discharge any Personliable for the performance of any obligations of any Borrower hereunder or under any of the Loan Documents, (9) amend any provision of this Agreement thatrequires the consent of all Lenders or consent to or waive any breach thereof, (10) amend the definition of the term “Majority Lenders”, (11) amendSection 1.1.2, subsection 1.1.4(i), subsection 3.4.2, this Section 11.10 or subsection 10.3.6, (12) amend the definitions of either of the terms Dominion Eventor Dominion Period, (13) release any of the Collateral, unless otherwise permitted pursuant to Section 11.7 hereof or (14) subordinate the Obligations to anyother Indebtedness for Money Borrowed or subordinate any of the Liens on the Collateral securing the Obligations to any other Liens, except in the case ofsubordination of Agent’s Liens on Equipment subject to Permitted Purchase Money Indebtedness (which Agent shall be permitted to effect without the consentof any other Lender); (ii) in writing and signed by Agent in addition to the Lenders required above to affect the rights or duties of Agent under this Agreement,any Note or any other Loan Document; or (iii) in writing and signed by the Person party thereto, and neither Agent nor any of the other Lenders, to amend ormodify any agreement or instrument evidencing or relating to any Product Obligations. If a fee is to be paid by Borrowers in connection with any waiver oramendment hereunder, the agreement evidencing such amendment or waiver may, at the discretion of Agent (but shall not be required to), provide that onlyLenders executing such agreement by a specified date may share in such fee (and in such case, such fee shall be divided among the applicable Lenders on apro rata basis without including the interests of any Lenders who have not timely executed such agreement). 11.11. Resignation of Agent; Appointment of Successor. 11.11.1. Resignation and Appointment. Agent may resign as Agent by giving not less than thirty (30) days’ prior written notice to Lenders andBorrowers. If Agent shall resign under this Agreement, then, (i) subject to the consent of Borrowers (which consent shall not be unreasonably withheld andwhich consent shall not be required during any period in which a Default or an Event of Default exists), Majority Lenders shall appoint from amongLenders and their Affiliates a successor agent for Lenders or (ii) if a successor agent shall not be so appointed and approved within the thirty (30) dayperiod following Agent’s notice to Lenders and Borrowers of its resignation, then Agent shall appoint a successor agent who shall serve as Agent until suchtime as Majority Lenders appoint a successor agent, subject to Borrowers’ consent as set forth above. Upon its appointment, such successor agent shallsucceed to the rights, powers and duties of Agent and the term “Agent” shall mean such successor effective upon its appointment, and the former Agent’srights, powers and duties as Agent shall be terminated without any other or further act or deed on the part-75- of such former Agent or any of the parties to this Agreement. After the resignation of any Agent hereunder, the provisions of this Section 11 shall inure to thebenefit of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken ornot taken by it while it was an Agent under this Agreement. 11.12. Audit and Examination Reports; Disclaimer by Lenders. By signing this Agreement, each Lender: (a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each audit or examination report (each a“Report” and collectively, “Reports”) prepared by or on behalf of Agent; (b) expressly agrees and acknowledges that Agent (i) does not make any representation or warranty as to the accuracy of any Report, and (ii) shall not beliable for any information contained in any Report; (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any audit orexamination will inspect only specific information regarding each Borrower and will rely significantly upon each Borrower’s books and records, as well ason representations of each Borrower’s personnel; (d) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its assignees or participants, or use any Reportin any other manner, in accordance with the provisions of Section 12.14; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any such other Lenderpreparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from anyReport in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to any Borrower, or theindemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of any Borrower; and (ii) to pay and protect, andindemnify, defend and hold Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages,costs, expenses and other amounts (including reasonable attorney’s fees and expenses) incurred by Agent and any such other Lender preparing a Report asthe direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.-76- 11.13. Syndication Agents; Documentation Agent. Each Syndication Agent and the Documentation Agent identified in the introductory paragraph of this Agreement, in its capacity as such, shall not haveany rights, powers, duties or responsibilities, and no rights, powers, duties or responsibilities shall be read into this Agreement or any other Loan Documentor otherwise exist on behalf of or against such entity, in its capacity as such. If any Syndication Agent or the Documentation Agent resigns, in its capacity assuch, no successor Syndication Agent or Documentation Agent, as applicable, shall be appointed. 11.14. Quebec Security. For greater certainty, and without limiting the powers of Agent hereunder or under any of the other Loan Documents, Borrowers hereby acknowledgethat, for purposes of holding any security granted by any Borrower or any Guarantor on movable or immovable property pursuant to the laws of the Provinceof Quebec to secure obligations of any Borrower or any Guarantor under any bond or debenture issued by any Borrower or any Guarantor, Agent shall be theholder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) for and on behalf of (i) allpresent and future Lenders, (ii) Agent, and (iii) Bank or any other Affiliate of Agent that may from time to time issue Letters of Credit to any Borrower orexecute LC Guaranties in favour of any Borrower. Each Lender, Bank or any other Affiliate of Agent that may from time to time issue Letters of Credit to anyBorrower or execute LC Guaranties in favour of any Borrower hereby (i) irrevocably constitutes, to the extent necessary the Agent as the holder of anirrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and securitygranted by any Borrower or any Guarantor on movable or immovable property pursuant to the laws of the Province of Quebec to secure obligations of anyBorrower or any Guarantor under any bond or debenture issued by any Borrower or any Guarantor, and (ii) appoints and agrees that Agent may act as thebondholder and mandatory with respect to any bond or debenture that may be issued and pledged from time to time for the benefit of Lenders, Agent, Bank orany other Affiliate of Agent that may from time to time issue Letters of Credit to any Borrower or execute LC Guaranties in favour of any Borrower. The constitution of Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) and Agent as bondholder and mandatory with respectto any bond or debenture that may be issued and pledged from time to time for the benefit of Lenders, Agent, Bank or any other Affiliate of Agent that mayfrom time to time issue Letters of Credit to any Borrower or execute LC Guaranties in favour of any Borrower, shall be deemed to have been ratified andconfirmed as follows: (i) by any assignee of a Lender by the execution of an Assignment and Acceptance Agreement; (ii) by Bank or any other Affiliate of Agent by the issuance or execution, as the case may be, of Letters of Credit or LC Guaranties; and-77- (iii) by any assignee of Agent by the execution of an assignment agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), Agent may purchase, acquireand be the holder of any bond or debenture issued by any Borrower or any Guarantor (i.e. the fondé de pouvoir may acquire and hold the first bond ordebenture issued under any deed of hypothec by any Borrower or any Guarantor). Agent herein appointed as fondé de pouvoir shall have the same rights, powers and immunities as the Agent as stipulated herein, including under thisSection 11, which shall apply mutatis mutandis. Without limitation, the provisions of Section 11.11 shall apply mutatis mutandis to the resignation andappointment of a successor Agent acting as fondé de pouvoir.SECTION 12. MISCELLANEOUS 12.1. Power of Attorney. Each Borrower hereby irrevocably designates, makes, constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s trueand lawful attorney (and agent-in-fact), solely with respect to the matters set forth in this Section 12.1, and Agent, or Agent’s agent, may, without notice to anyBorrower and in such Borrower’s or Agent’s name, but at the cost and expense of such Borrower: 12.1.1. At such time or times as Agent or said agent, in its sole discretion, may determine, endorse such Borrower’s name on any checks, notes,acceptances, drafts, money orders or any other evidence of payment or proceeds of the Collateral which come into the possession of Agent or under Agent’scontrol. 12.1.2. At such time or times upon or after the occurrence and during the continuance of an Event of Default (provided that the occurrence of an Eventof Default shall not be required with respect to clauses (iv), (vi), (viii) and (ix) below), as Agent or its agent in its sole discretion may determine: (i) demandpayment of the Accounts from the Account Debtors, enforce payment of the Accounts by legal proceedings or otherwise, and generally exercise all of suchBorrower’s rights and remedies with respect to the collection of the Accounts; (ii) settle, adjust, compromise, discharge or release any of the Accounts orother Collateral or any legal proceedings brought to collect any of the Accounts or other Collateral; (iii) sell or assign any of the Accounts and otherCollateral upon such terms, for such amounts and at such time or times as Agent deems advisable, and at Agent’s option, with all warranties regarding theCollateral disclaimed; (iv) take control, in any manner, of any item of payment or proceeds relating to any Collateral; (v) prepare, file and sign suchBorrower’s name to a proof of claim in bankruptcy or similar document against any Account Debtor or to any notice of lien, assignment or satisfaction oflien or similar document in connection with any of the Collateral; (vi) receive, open and-78- dispose of all mail addressed to such Borrower and notify postal authorities to change the address for delivery thereof to such address as Agent maydesignate; (vii) endorse the name of such Borrower upon any of the items of payment or proceeds relating to any Collateral and deposit the same to theaccount of Agent on account of the Obligations; (viii) endorse the name of such Borrower upon any chattel paper, document, instrument, invoice, freightbill, bill of lading or similar document or agreement relating to the Accounts, Inventory and any other Collateral; (ix) use such Borrower’s stationery andsign the name of such Borrower to verifications of the Accounts and notices thereof to Account Debtors; (x) use the information recorded on or contained inany data processing equipment and Computer Hardware and Software relating to the Accounts, Inventory, Equipment and any other Collateral; (xi) makeand adjust claims under policies of insurance; and (xii) do all other acts and things necessary, in Agent’s determination, to fulfill such Borrower’sobligations under this Agreement. The power of attorney granted hereby shall constitute a power coupled with an interest and shall be irrevocable. 12.2. Indemnity. Each Borrower hereby agrees to jointly and severally indemnify Agent, Arranger and each Lender (and each of their Affiliates), and each of theirrespective officers, directors, employees, agents and advisors and hold Agent, Arranger and each Lender (and each of their Affiliates) and each of theirrespective officers, directors, employees, agents and advisors, harmless from and against any liability, loss, damage, suit, action or proceeding ever sufferedor incurred by any such Person (including reasonable attorneys fees and legal expenses) as the result of such Borrower’s failure to observe, perform ordischarge such Borrower’s duties hereunder or arising from or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby orthereby, except those determined by a court of competent jurisdiction in a final nonappealable judgment to have arisen out of the gross negligence or willfulmisconduct of such Person (or their officers, directors or employees) seeking indemnification. In addition, Borrowers shall jointly and severally defend Agent,Arranger and each Lender (and each of their Affiliates), and each of their respective officers, directors, employees, agents and advisors against and save itharmless from all claims of any Person with respect to the Collateral (except those determined by a court of competent jurisdiction in a final nonappealablejudgment to have arisen out of the gross negligence or intentional misconduct of any such Person or their officers, directors or employees). Without limiting thegenerality of the foregoing, Borrowers shall jointly and severally indemnify and hold harmless Agent and each Lender (and each of their Affiliates), and eachof their respective officers, directors, employees, agents and advisors from and against any loss, damage, cost, expense or liability directly or indirectlyarising out of or under the Environmental Laws, or attributable to the use, generation, storage, release, threatened release, discharge, disposal or presence ofany Hazardous Materials, except for those losses, damages, costs, expenses or liabilities determined by a court of competent jurisdiction in a finalnonappealable judgment to have arisen out of the gross negligence or willful misconduct of such Person (or their officers, directors or employees) seeking-79- indemnification. Notwithstanding any contrary provision in this Agreement, the obligation of each Borrower under this Section 12.2 shall survive the paymentin full of the Obligations and the termination of this Agreement. 12.3. Sale of Interest. No Borrower may sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portionthereof, including, without limitation, such Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the consent of allof the Lenders (and any such attempted sale or assignment without such consent shall be null and void). 12.4. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if anyprovision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition orinvalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 12.5. Successors and Assigns. This Agreement, the Other Agreements and the Security Documents shall be binding upon and inure to the benefit of the successors and assigns ofBorrowers, Agent and each Lender permitted under Section 11.9 hereof and Section 12.3. 12.6. Cumulative Effect; Conflict of Terms. The provisions of the Other Agreements and the Security Documents are hereby made cumulative with the provisions of this Agreement. Except asotherwise provided in any of the other Loan Documents by specific reference to the applicable provision of this Agreement, if any provision contained in thisAgreement is in direct conflict with, or inconsistent with, any provision in any of the other Loan Documents, the provision contained in this Agreement shallgovern and control. 12.7. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executedand delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. 12.8. Notice. Except as otherwise provided herein, all notices, requests and demands to or upon a party hereto, to be effective, shall be in writing, return receiptrequested, by personal delivery against receipt, by overnight courier or by facsimile and, unless otherwise expressly-80- provided herein, shall be deemed to have been validly served, given, delivered or received, as applicable, immediately when delivered against receipt, oneBusiness Day after deposit with an overnight courier or, in the case of facsimile notice, when sent, addressed as follows: If to Agent: Bank of America, N.A. One South Wacker Drive Suite 3400 Chicago, Illinois 60606 Attention: Loan Administration Manager Facsimile No.: (312) 332-6537 With a copy to: Goldberg, Kohn, Bell, Black, Rosenbloom & Moritz, Ltd. 55 East Monroe Street Suite 3300 Chicago, Illinois 60603 Attention: David L. Dranoff, Esq. Facsimile No.: (312) 332-2196 If to any Borrower: c/o Wabash National Corporation 1000 Sagamore Parkway South Lafayette, Indiana 47905 Attention: Chief Financial Officer Facsimile No.: (765) 771-5308 With a copy to: Hogan and Hartson LLP 111 South Calvert Street, Suite 1600 Baltimore, Maryland 21202 Attention: Michael J. Silver Facsimile No.: (410) 539-6981or to such other address as each party may designate for itself by notice given in accordance with this Section 12.8; provided, however, that any notice,request or demand to or upon Agent or a Lender pursuant to subsection 3.1.1 or 4.2.2 hereof shall not be effective until received by Agent or such Lender. 12.9. Consent. Whenever Agent’s, Majority Lenders’ or all Lenders’ consent is required to be obtained under this Agreement, any of the Other Agreements or any of theSecurity Documents as a condition to any action, inaction, condition or event, except as otherwise specifically provided herein, Agent, Majority Lenders or allLenders, as applicable, shall be authorized to give or withhold such consent in their sole and absolute discretion and to condition its consent upon the giving ofadditional Collateral security for the Obligations, the payment of money or any other matter.-81- 12.10. Credit Inquiries. Each Borrower hereby authorizes and permits Agent and each Lender to respond to usual and customary credit inquiries from third parties concerningsuch Borrower or any of its Subsidiaries. 12.11. Time of Essence. Time is of the essence of this Agreement, the Other Agreements and the Security Documents. 12.12. Entire Agreement. This Agreement and the other Loan Documents, together with all other instruments, agreements and certificates executed by the parties in connectiontherewith or with reference thereto, embody the entire understanding and agreement between the parties hereto and thereto with respect to the subject matterhereof and thereof and supersede all prior agreements, understandings and inducements, whether express or implied, oral or written. 12.13. Interpretation. No provision of this Agreement or any of the other Loan Documents shall be construed against or interpreted to the disadvantage of any party hereto byany court or other governmental or judicial authority by reason of such party having or being deemed to have structured or dictated such provision. 12.14. Confidentiality. Agent and each Lender shall hold all nonpublic information obtained pursuant to the requirements of this Agreement in accordance with Agent’s andsuch Lender’s customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices and in anyevent may make disclosure reasonably required by a prospective participant or assignee in connection with the contemplated participation or assignment or asrequired or requested by any governmental authority or representative thereof or pursuant to legal process or in connection with the exercise of remedies andshall require any such participant or assignee to agree to comply with this Section 12.14. In any event, however, Agent, each Lender, Borrowers and theirAffiliates may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated hereby andby the other Loan Documents and all materials of any kind (including opinions or other tax analyses) that are provided to Agent, any Lender, any Borrower ortheir Affiliates relating to such tax treatment and tax structure; it being understood that this authorization is retroactively effective to the commencement of thefirst discussions between or among any of the parties regarding the transactions contemplated hereby and by the other Loan Documents.-82- 12.15. GOVERNING LAW; CONSENT TO FORUM. THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED IN AND SHALL BE DEEMED TO HAVE BEENMADE IN CHICAGO, ILLINOIS. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE OF ILLINOIS; PROVIDED, HOWEVER, THAT IF ANY OF THE COLLATERAL SHALL BE LOCATED IN ANYJURISDICTION OTHER THAN ILLINOIS, THE LAWS OF SUCH JURISDICTION SHALL GOVERN THE METHOD, MANNER ANDPROCEDURE FOR FORECLOSURE OF AGENT’S LIEN UPON SUCH COLLATERAL AND THE ENFORCEMENT OF AGENT’S OTHERREMEDIES IN RESPECT OF SUCH COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENTFROM OR INCONSISTENT WITH THE LAWS OF ILLINOIS. AS PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED, ANDREGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF ANY BORROWER, AGENT ORANY LENDER, EACH BORROWER HEREBY CONSENTS AND AGREES THAT THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS,OR, AT AGENT’S OPTION, THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERNDIVISION, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEENBORROWERS ON THE ONE HAND AND AGENT OR ANY LENDER ON THE OTHER HAND PERTAINING TO THIS AGREEMENT ORTO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, THAT AGENT AND LENDERSACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OFSUCH JURISDICTION AND; PROVIDED, FURTHER THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TOPRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ONTHE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER COURTORDER IN FAVOR OF AGENT. EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTIONIN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH BORROWER HEREBY WAIVES ANY OBJECTIONWHICH SUCH BORROWER MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NONCONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMEDAPPROPRIATE BY SUCH COURT. EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINTAND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTAND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH BORROWER AT THEADDRESS SET FORTH IN THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THEEARLIER-83- OF SUCH BORROWER’S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGEPREPAID. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF AGENT OR ANYLENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENTBY AGENT OR ANY LENDER OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTIONUNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION. 12.16. WAIVERS BY BORROWERS. EACH BORROWER WAIVES (i) THE RIGHT TO TRIAL BY JURY (WHICH AGENT AND EACH LENDER HEREBY ALSOWAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OFTHE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL; (ii) PRESENTMENT, DEMAND AND PROTEST AND NOTICEOF PRESENTMENT, PROTEST, DEFAULT, NON PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION ORRENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS , CHATTELPAPER AND GUARANTIES AT ANY TIME HELD BY AGENT OR ANY LENDER ON WHICH SUCH BORROWER MAY IN ANY WAY BELIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER AGENT OR ANY LENDER MAY DO IN THIS REGARD; (iii) NOTICEPRIOR TO AGENT’S TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BEREQUIRED BY ANY COURT PRIOR TO ALLOWING AGENT TO EXERCISE ANY OF AGENT’S REMEDIES; (iv) THE BENEFIT OF ALLVALUATION, APPRAISEMENT AND EXEMPTION LAWS; (v) NOTICE OF ACCEPTANCE HEREOF AND (vi) EXCEPT ASPROHIBITED BY LAW, ANY RIGHT TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIALDAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH BORROWER ACKNOWLEDGESTHAT THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO AGENT’S AND EACH LENDER’S ENTERING INTO THISAGREEMENT AND THAT AGENT AND EACH LENDER IS RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE DEALINGSWITH SUCH BORROWER. EACH BORROWER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOINGWAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTSFOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS AWRITTEN CONSENT TO A TRIAL BY THE COURT.-84- 12.17. Advertisement. Each Borrower hereby authorizes Agent to publish the name of such Borrower and the amount of the credit facility provided hereunder in any“tombstone” or comparable advertisement which Agent elects to publish. In addition, each Borrower agrees that, notwithstanding the provisions ofSection 12.14, Agent may provide lending industry trade organizations with information necessary and customary for inclusion in league table measurementsafter the Closing Date. 12.18. English Language. The parties hereby confirm their express wish that this Agreement and all documents and agreements directly and indirectly related thereto, includingnotices, be drawn up in English. Notwithstanding such express wish, the parties agree that any of such documents, agreements and notices or any part thereofor of this Agreement may be drawn up in French. Les parties reconnaissent leur volonté expresse que la présente convention ainsi que tous les documents etconventions qui s’y rattachent directement ou indirectement, y compris les avis, soient rédigés en langue anglaise. Nonobstant telle volonté expresse, les partiesconviennent que n’importe quelle desdits documents, conventions et avis ou toute partie de ceux-ci ou de cette convention puissent être rédigés en languefrancaise. 12.19. USA PATRIOT Act. Each Lender hereby notifies each Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into lawOctober 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies each Borrower and each Guarantor, whichinformation includes the name and address of such Borrower or Guarantor and other information that will allow such Lender to identify such Borrower orGuarantor in accordance with the Patriot Act.-85- IN WITNESS WHEREOF, this Agreement has been duly executed on the day and year specified at the beginning of this Agreement. WABASH NATIONAL CORPORATION By: /s/ Robert J. Smith Name:Robert J. Smith Title:Senior Vice President andChief Financial Officer WABASH NATIONAL, L.P. By: Wabash National Trailer Centers, Inc., its General Partner By: /s/ Robert J. Smith Name:Robert J. Smith Title:Vice President WNC CLOUD MERGER SUB, INC. By: /s/ Robert J. Smith Name:Robert J. Smith Title:Vice President FTSI DISTRIBUTION COMPANY, L.P. By: Wabash National Trailer Centers, its General Partner By: /s/ Robert J. Smith Name:Robert J. Smith Title:Vice President TRANSCRAFT CORPORATION By: /s/ Robert J. Smith Name:Robert J. Smith Title:Vice President Signature Page to Second Amended and Restated Loan and Security Agreement BANK OF AMERICA, N.A., as Agent and as a Lender By: /s/ Jason Riley Name: Jason Riley Title: Vice President Revolving Loan Commitment: $45,000,000 Signature Page to Second Amended and Restated Loan and Security Agreement LASALLE BANK, NATIONAL ASSOCIATION, as Syndication Agent and as a Lender By: /s/ Andrew J. Crask Name: Andrew J. Crask Title: Vice President Revolving Loan Commitment: $25,000,000 Signature Page to Second Amended and Restated Loan and Security Agreement WELLS FARGO FOOTHILL, LLC asSyndication Agent and as a Lender By: /s/ Rina Shinoda Name: Rina Shinoda Title: Vice President Revolving Loan Commitment: $25,000,000 Signature Page to Second Amended and Restated Loan and Security Agreement JPMORGAN CHASE BANK, N.A., as Documentation Agent and as a Lender By: /s/ Paul A. Taubeneck Name: Paul A. Taubeneck Title: Assistant Vice President Revolving Loan Commitment: $25,000,000 Signature Page to Second Amended and Restated Loan and Security Agreement NATIONAL CITY BUSINESS CREDIT, INC., as a Lender By: /s/ Terry A. Grafels Name: Terry A. Grafels Title: Vice President Revolving Loan Commitment: $15,000,000 Signature Page to Second Amended and Restated Loan and Security Agreement GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: /s/ Robert M. Leeg Name: Robert M. Leeg Title: Duly Authorized Signator Revolving Loan Commitment: $15,000,000 Signature Page to Second Amended and Restated Loan and Security Agreement APPENDIX AGENERAL DEFINITIONS When used in the Second Amended and Restated Loan and Security Agreement dated as of March 6, 2007, by and among BANK OF AMERICA,N.A., individually as a Lender and as Agent for Lenders, LASALLE BANK, NATIONAL ASSOCIATION, individually as a Lender and as SyndicationAgent for Lenders, WELLS FARGO FOOTHILL, LLC, individually as a Lender and as a Syndication Agent for Lenders, JPMORGAN CHASE BANK,N.A., individually as a Lender and as a Documentation Agent for Lenders, BANC OF AMERICA SECURITIES LLC, as Arranger, the other financialinstitutions which are or become parties thereto as Lenders and WABASH NATIONAL CORPORATION AND EACH SUBSIDIARY OF WABASHNATIONAL CORPORATION IDENTIFIED ON THE SIGNATURES PAGES THERETO AS A BORROWER, (a) the terms Account, CertificatedSecurity, Chattel Paper, Commercial Tort Claims, Deposit Account, Document, Electronic Chattel Paper, Equipment, Financial Asset, Fixture, GeneralIntangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Payment Intangibles, Proceeds, Security Entitlement, Software,Supporting Obligations, Tangible Chattel Paper and Uncertificated Security have the respective meanings assigned thereto under the UCC; (b) all termsreflecting Collateral having the meanings assigned thereto under the UCC shall be deemed to mean such Property, whether now owned or hereafter created oracquired by a Borrower or in which such Borrower now has or hereafter acquires any interest; (c) capitalized terms which are not otherwise defined have therespective meanings assigned thereto in said Second Amended and Restated Loan and Security Agreement; and (d) the following terms shall have the followingmeanings (terms defined in the singular to have the same meaning when used in the plural and vice versa): Account Debtor — any Person who is or may become obligated under or on account of any Account, Contract Right, Chattel Paper or GeneralIntangible. Affiliate — a Person (other than a Subsidiary): (i) which directly or indirectly through one or more intermediaries controls, or is controlled by, or isunder common control with, a Person; (ii) which beneficially owns or holds 5% or more of any class of the Voting Stock of a Person; or (iii) 5% or more ofthe Voting Stock (or in the case of a Person which is not a corporation, 5% or more of the equity interest) of which is beneficially owned or held by a Personor a Subsidiary of a Person. Agent — Bank of America, N.A. in its capacity as agent for the Lenders under the Agreement and any successor in that capacity appointed pursuant toSection 11.11 of the Agreement. Agent Loans — as defined in subsection 1.1.5 of the Agreement.Exhibit A-2 Aggregate Percentage — with respect to each Lender, the percentage equal to the quotient of (i) such Lender’s Revolving Loan Commitment divided by(ii) the aggregate of all Revolving Loan Commitments. Agreed Alternate Currency — as defined in Section 1.5 of the Agreement. Agreement — the Second Amended and Restated Loan and Security Agreement referred to in the first sentence of this Appendix A, all Exhibits andSchedules thereto and this Appendix A, as each of the same may be amended from time to time. Anti-Terrorism Laws — as defined in Section 7.1.33 of the Agreement. Apex — Wabash National Lease Receivables, L.P., a Delaware limited partnership. Applicable Margin — from the Closing Date to, but not including, the first Adjustment Date (as hereinafter defined) the percentages set forth below withrespect to the Base Rate Portion, the LIBOR Portion and the Unused Line Fee: Base Rate Portion 0.00%LIBOR Portion 1.25%Unused Line Fee 0.25% The percentages set forth above will be adjusted 3 days following delivery by Borrowers to Agent of the Borrowing Base Certificate required to bedelivered pursuant to subsection 8.1.4 of the Agreement for each March 31, June 30, September 30 and December 31 during the Term, commencing with thefinancial statements required to be delivered for the month ending September 30, 2007 (each such date, an “Adjustment Date”), effective prospectively onthe first day of the month immediately following such delivery, by reference to the average 90 day Availability for the 90 days most recently ending inaccordance with the following: Base Rate Unused Line Average Availability Portion LIBOR Portion Fee $ 120,000,000 0.00% 1.25% 0.25% $90,000,000 < $120,000,000 0.00% 1.50% 0.25% $60,000,000 < $90,000,000 0.25% 1.75% 0.25% $30,000,000 < $60,000,000 0.50% 2.00% 0.25%< $30,000,000 0.75% 2.25% 0.25%Exhibit A-2 provided that, (i) if Borrowers fail to deliver the Borrowing Base required to be delivered pursuant to subsection 8.1.4 of the Agreement on or before the duedate thereof, the Applicable Margin shall automatically adjust to the highest pricing tier set forth above, effective prospectively from such due date until theearlier of (x) the next Adjustment Date or (y) the delivery of such Borrowing Base and (ii) if on any Adjustment Date an Event of Default is in existence, theApplicable Margin shall not be lowered regardless of the average Availability as of such Adjustment Date. Arranger — Banc of America Securities LLC, in its capacity as Arranger under this Agreement. Assignment and Acceptance Agreement — an assignment and acceptance agreement in the form attached hereto as Exhibit A-2, pursuant to which aLender assigns to another Lender all or any portion of any of such Lender’s Revolving Loan Commitment, as permitted pursuant to the terms of theAgreement. Availability — the aggregate amount of additional money which Borrowers are entitled to borrow from time to time as Revolving Credit Loans, suchamount being the difference derived when the sum of the principal amount of Revolving Credit Loans then outstanding (including any amounts whichAgent or any Lender may have paid for the account of any Borrower pursuant to any of the Loan Documents and which have not been reimbursed byBorrowers), the sum of the Dollar Equivalent of the LC Amount and the LC Obligations and any reserves is subtracted from the Borrowing Base. If theamount outstanding is equal to or greater than the Borrowing Base, Availability is 0. Availability Appraisal — collectively, (i) an appraisal of the orderly liquidation value of Equipment of the Companies and (ii) an appraisal of the fairmarket value of real Property of the Companies, in each case prepared by an employee of Agent or a third party appraiser reasonably acceptable to Agent,addressed to Agent, in form, scope and methodology, and containing assumptions and other terms, reasonably acceptable to Agent. Bank — Bank of America, N.A. Base Rate — the rate of interest announced or quoted by Bank from time to time as its prime rate for commercial loans, whether or not such rate is thelowest rate charged by Bank to its most preferred borrowers (and, if such prime rate for commercial loans is discontinued by Bank as a standard, acomparable reference rate designated by Bank as a substitute therefor). Base Rate Portion — that portion of the Revolving Credit Loans that is not subject to a LIBOR Option. Bill and Hold Inventory — finished goods Inventory of a Company as to which a Company has issued an invoice for payment to the customer, butwhich, pursuant toExhibit A-2 such customers’ instructions or such Company’s normal business practices, has not yet been shipped to such customer and title to which has not yetpassed to such customer. Borrowing Base — as at any date of determination thereof, an amount equal to the lesser of: (i) the Revolving Credit Maximum Amount; or (ii) an amount equal to the sum of (a) 90% of the net amount of Eligible Accounts outstanding at such date; plus (b) the least of (i) 85% of the net orderly liquidation percentage of Eligible Inventory at such date and (ii) the sum of (A) 85% of the net orderlyliquidation value of Eligible Trailer Inventory at such date, plus (B) 75% of the value of Eligible Bill and Hold Inventory at such date, plus(C) 70% of the value of Eligible Inventory consisting of raw materials or parts (including Bill and Hold Inventory not constituting EligibleBill and Hold Inventory) at such date, plus (D) 50% of the value of Eligible Inventory consisting of work-in-process at such date; plus (c) (i) at all times prior to the Fixed Asset Election Date, the Fixed Asset Sublimit or (ii) at all times on and after the Fixed Asset Election Date,the least of (A) the Maximum Fixed Asset Amount or (B) the sum of (x) 85% of the net orderly liquidation value of Eligible Equipment atsuch date and (y) 65% of the fair market value of Eligible Real Property at such date. For purposes hereof, (1) the net amount of Eligible Accounts at any time shall be the face amount of such Eligible Accounts less any and all returns,rebates, discounts (which may, at Agent’s option, be calculated on shortest terms), credits, allowances or excise taxes of any nature at any time issued,owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts at such time, (2) the amount of Eligible Inventory,Eligible Bill and Hold Inventory and Eligible Trailer Inventory shall each be determined on a first-in, first-out, lower of cost or market basis in accordancewith GAAP, net of intercompany charges, (3) the net orderly liquidation percentage of Eligible Inventory shall be determined by a third party appraiserreasonably acceptable to Agent and shall be as reflected in the most recent appraisal delivered to Agent under the Agreement, (4) the net orderly liquidationvalue of Eligible Trailer Inventory shall be determined by a third party appraiser reasonably acceptable to Agent and shall be reflected in the most recentExhibit A-2 appraisal delivered to Agent under the Agreement, (5) the net orderly liquidation value of Eligible Equipment shall be determined as set forth in theAvailability Appraisal and (6) the fair market value of Eligible Real Property shall be determined as set forth in the Availability Appraisal. Borrowing Base Certificate — a certificate by the Chief Financial Officer, Treasurer or Assistant Treasurer of Wabash, substantially in the form ofExhibit 8.1.4 (or another form reasonably acceptable to Agent) setting forth in Dollars the calculation of the Borrowing Base, including a calculation of eachcomponent thereof, all in such detail as shall be reasonably satisfactory to Agent. All calculations of the Borrowing Base in connection with the preparationof any Borrowing Base Certificate shall originally be made by Wabash and certified to Agent; provided, that Agent shall have the right to review andadjust, in the exercise of its reasonable credit judgment, any such calculation after giving notice thereof to Wabash, (1) to reflect its reasonable estimate ofdeclines in value of any of the Collateral described therein, and (2) to the extent that Agent determines that such calculation is not in accordance with thisAgreement. Business Day — any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of Wisconsin, the State ofIllinois or the State of Indiana or is a day on which banking institutions located in any of such states are closed. Canadian Deposits — as defined in subsection 6.2.4 of the Agreement. Canadian Dollars — the lawful currency of Canada. Capital Expenditures — expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements, replacements, substitutions oradditions thereto which have a useful life of more than one year, including the total principal portion of Capitalized Lease Obligations. Capitalized Lease Obligation — any Indebtedness represented by obligations under a lease that is required to be capitalized for financial reportingpurposes in accordance with GAAP. Closing Date — the date on which all of the conditions precedent in Section 9 of the Agreement are satisfied or waived by Agent and all Lenders. Collateral — all of the Property and interests in Property described in Section 5 of the Agreement, and all other Property and interests in Property of anyPerson that now or hereafter secure the payment and performance of any of the Obligations. Common Stock — the common stock of Wabash, par value $1.00 per share. Company — individually, each of each Borrower and Wabash Canada.Exhibit A-2 Compliance Certificate — as defined in subsection 8.1.3 of the Agreement. Computer Hardware and Software — all of each Borrower’s rights (including rights as licensee and lessee) with respect to (i) computer and otherelectronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers,computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories,peripheral devices and other related computer hardware; (ii) all Software and all software programs designed for use on the computers and electronic dataprocessing hardware described in clause (i) above, including all operating system software, utilities and application programs in any form (source code andobject code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iii) any firmware associated with any of the foregoing; and(iv) any documentation for hardware, Software and firmware described in clauses (i), (ii) and (iii) above, including flow charts, logic diagrams, manuals,specifications, training materials, charts and pseudo codes. Consolidated — the consolidation in accordance with GAAP of the accounts or other items as to which such term applies. Contract Right — any right of each Borrower to payment under a contract for the sale or lease of goods or the rendering of services, which right is at thetime not yet earned by performance. Convertible Note Documents — (i) the Convertible Note Indenture, (ii) the Convertible Notes, (iii) the Registration Rights Agreement relating to theConvertible Notes and (iv) the Purchase Agreement relating to the Convertible Notes, together with such other documents, agreements and instrumentsexecuted and delivered from time to time in connection with the foregoing, in each case as amended from time to time. Convertible Note Indenture — that certain Indenture providing for the issuance of the Convertible Notes between Wabash, as issuer and the ConvertibleNote Trustee, dated as of August 1, 2003. Convertible Note Trustee – U.S. Bank, National Association. Convertible Notes — the 31/4% Convertible Senior Notes due 2008 of Wabash issued as of August 1, 2003 pursuant to the Convertible Bond Documentsin the original principal amount of $125,000,000. Current Assets — at any date means the amount at which all of the current assets of a Person would be properly classified as current assets shown on abalance sheet at such date in accordance with GAAP. Default — an event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default.Exhibit A-2 Default Rate — as defined in subsection 2.1.2 of the Agreement. Derivative Obligations — every obligation of a Person under any forward contract, futures contract, exchange contract, swap, option or other financingagreement or arrangement (including, without limitation, caps, floors, collars and similar agreement), the value of which is dependent upon interest rates,currency exchange rates, commodities or other indices. Distribution — in respect of any Person means and includes: (i) the payment of any dividends or other distributions on Securities (except distributionsin such Securities) and (ii) the redemption (including by way of conversion to another debt or equity Security) or acquisition of Securities of such Person,as the case may be, unless made contemporaneously from the net proceeds of the sale of Securities. Documentation Agent — JPMorgan Chase Bank, N.A., in its capacity as Documentation Agent for the Lenders under the Agreement. Dollar Equivalent — the amount of Dollars as of any date of determination into which Canadian Dollars or amounts denominated in any AgreedAlternate Currency can be converted or determined in accordance with Section 1.6 of the Agreement. Dollars — the lawful currency of the United States. Domestic Subsidiary — a Subsidiary incorporated under the laws of a state of the United States or the District of Columbia. Dominion Account — a special bank account or accounts of Agent established by a Company pursuant to subsection 6.2.4 of the Agreement at banksselected by such Company, but acceptable to Agent in its reasonable discretion, and over which Agent shall have sole and exclusive access and control forwithdrawal purposes. Dominion Event — the occurrence of any one of the following: (a) Availability is at any time less than $25,000,000; (b) an Event of Default occursunder subsection 10.1.3 because of a breach of Section 8.3 or (c) an Event of Default occurs under subsection 10.1.1. Dominion Period — the period commencing with prior written notice by Agent to Borrowers of the occurrence of a Dominion Event and ending (a) noless than 60 days thereafter and (b) only after such Dominion Event is no longer in existence or has been waived by Majority Lenders for a period of at least60 consecutive days, provided, that no other Dominion Event has been in existence during such 60 consecutive day period. EBITDA — as defined in Exhibit 8.3 to the Agreement. Eligible Account — an Account arising in the ordinary course of the business of a Company from the sale of goods or rendition of services whichAgent, in itsExhibit A-2 reasonable credit judgment, deems to be an Eligible Account. Without limiting the generality of the foregoing, no Account shall be an Eligible Account if: (i) it arises out of a sale made or services rendered by a Company to a Subsidiary of a Company or an Affiliate of Company or to a Person controlledby an Affiliate of a Company; or (ii) it is owing to Wabash Canada to the extent that the aggregate amount of such Accounts exceed $7,500,000 in the aggregate; or (iii) it remains unpaid more than 105 days after the original invoice date shown on the invoice or more than 60 days after the original due date shownon the invoice; or (iv) the total unpaid Accounts of the Account Debtor exceed (a) 30% of the net amount of all Eligible Accounts in the case of Schneider National, Inc.and its Affiliates, (b) 30% of the net amount of all Eligible Accounts in the case of any Account Debtor rated 5A2 or better by Dun & Bradstreet, and theAffiliates of such Account Debtor or (c) 20% of the net amount of all Eligible Accounts in the case of any other Account Debtor, but in each case only tothe extent of such excess; or (v) any covenant, representation or warranty contained in the Agreement with respect to such Account has been breached; or (vi) except with respect to Accounts owing by an Account Debtor listed on Exhibit A-1 and as to which Borrowers have provided Agent with evidencethat such Account Debtor has contractually waived such rights, the Account Debtor is also a creditor or supplier of a Company or any Subsidiary of aCompany, or the Account Debtor has disputed liability with respect to such Account, or the Account Debtor has made any claim with respect to anyother Account due from such Account Debtor to a Company or any Subsidiary of a Company, or the Account otherwise is or may become subject toright of setoff by the Account Debtor, provided, that any such Account shall be eligible to the extent such amount thereof exceeds such contract, dispute,claim, setoff or similar right; or (vii) the Account Debtor has commenced a voluntary case under the federal bankruptcy laws or the Insolvency Laws of Canada, as now constitutedor hereafter amended, or made an assignment for the benefit of creditors, or a decree or order for relief has been entered by a court having jurisdiction inthe premises in respect of the Account Debtor in an involuntary case under the federal bankruptcy laws or the Insolvency Laws of Canada, as nowconstituted or hereafter amended, or any other petition or other application for relief under the federal bankruptcy laws or the Insolvency Laws ofCanada, as now constituted or hereafter amended, has been filed against the Account Debtor,Exhibit A-2 or if the Account Debtor has failed, suspended business, ceased to be Solvent, or consented to or suffered a receiver, trustee, liquidator or custodian tobe appointed for it or for all or a significant portion of its assets or affairs; or (viii) it arises from a sale made or services rendered to an Account Debtor outside the United States or Canada, unless the sale is on letter of credit,guaranty or acceptance terms (with the rights thereunder having been assigned to Agent), in each case acceptable to Agent in its reasonable creditjudgment; or (ix) (1) it arises from a sale to the Account Debtor on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment, or any otherrepurchase or return basis; or (2) it is subject to a reserve established by a Company for potential returns or refunds, to the extent of such reserve; or (x) the Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless the applicable Company assignsits right to payment of such Account to Agent, in a manner satisfactory to Agent, in its reasonable credit judgment, so as to comply with the Assignmentof Claims Act of 1940 (31 U.S.C. §203 et seq., as amended); or (xi) it is not at all times subject to Agent’s duly perfected, first priority security interest or is subject to a Lien that is not a Permitted Lien; or (xii) the goods giving rise to such Account have not been delivered to and accepted by the Account Debtor or the services giving rise to such Accounthave not been performed by the applicable Borrower and accepted by the Account Debtor or the Account otherwise does not represent a final sale; or (xiii) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; or (xiv) a Company or a Subsidiary of a Company has made any agreement with the Account Debtor for any extension, compromise, settlement ormodification of the Account or deduction therefrom, except for discounts or allowances which are made in the ordinary course of business for promptpayment and which discounts or allowances are reflected in the calculation of the face value of each invoice related to such Account; or (xv) 50% or more of the Accounts owing from the Account Debtor are not Eligible Accounts hereunder; or (xvi) a Company has made an agreement with the Account Debtor to extend the time of payment thereof; orExhibit A-2 (xvii) it represents service charges, late fees or similar charges; or (xviii) an invoice has been issued by a Company with respect thereto, but the underlying Inventory has not yet been shipped; or (xix) it represents U.S. federal excise taxes, state sales or use taxes or Canadian federal GST or similar provincial sales or service taxes; or (xx) it is not otherwise acceptable to Agent in its reasonable credit judgment. Eligible Bill and Hold Inventory — Bill and Hold Inventory that (a) would constitute “Eligible Inventory” without the application of the requirements ofclause (i) of the definition thereof, (b) does not remain on WNLP’s premises for more than 30 days prior to shipment to the customer thereof and (c) isowned by WNLP. Eligible Equipment — shall mean Equipment of a Company, in each case that is acceptable to Agent based on the criteria set forth below. Equipmentshall be Eligible Equipment if: (i) it is owned by a Company on the Closing Date; (ii) it is included in an Availability Appraisal delivered within three (3) months prior to the Fixed Asset Availability Election; (iii) it is in good condition and is not worn-out, damaged or defective and is not obsolete; (iv) it is located within the United States or Canada at one of the Company’s locations; (v) in the case of Equipment constituting motor vehicles subject to a certificate of title statute, the original certificate of title has been delivered toAgent, along with a certificate of title lien application executed by the applicable Borrower, showing Agent as the secured party; (vi) it is at all times subject to Agent’s duly perfected, first priority security interest and is not subject to a Lien that is not a Permitted Lien; (vii) it does not constitute fixtures; (viii) it is owned by a Company and is not leased to a Company by a third party; and (ix) it is not otherwise deemed unacceptable by Agent in its reasonable credit judgment.Exhibit A-2 Eligible Inventory — Inventory of a Company (other than packaging materials and supplies, tooling, patterns, samples and literature) which Agent, inits reasonable credit judgment, deems to be Eligible Inventory. Without limiting the generality of the foregoing, no Inventory shall be Eligible Inventory if: (i) it consists of Bill and Hold Inventory or Trailer Inventory; (ii) it is not raw materials, work in process that is, in Agent’s opinion, readily marketable in its current form or finished goods which meet thespecifications of the purchase order or contract for such Inventory, if any; or (iii) it is not in good, new and saleable condition; or (iv) it is returned, slow-moving, obsolete or unmerchantable; or (v) it does not meet all standards imposed by any governmental agency or authority; or (vi) it does not conform in all respects to any covenants, warranties and representations set forth in the Agreement; or (vii) it is not at all times subject to Agent’s duly perfected, first priority security interest or is subject to a Lien that is not a Permitted Lien; or (viii) it is not situated at a location in compliance with the Agreement, provided that Inventory situated at a location not owned by a Company, otherthan Inventory located at a storage lot, as reported on the most recent Borrowing Base Certificate delivered to Agent, will be Eligible Inventory only ifAgent has received a satisfactory landlord’s agreement or bailee’s letter, as applicable, with respect to such location; or (ix) it has been consigned to a Company’s customer; or (x) it is located outside of the continental United States of America or Canada; or (xi) it is in transit; or (xii) if it is owned by Wabash Canada, its aggregate value, together with the aggregate value of Eligible Trailer Inventory owned by Wabash Canada,exceeds $30,000,000; or (xiii) it is not otherwise acceptable to Agent in its reasonable credit judgment.Exhibit A-2 Eligible Real Property — shall mean real Property of a Company, in each case that is acceptable to Agent based on the criteria set forth below. RealProperty shall be Eligible Real Property if: (i) it is owned by a Company on the Closing Date; (ii) it is not Identified Real Property; (iii) it is included in an Availability Appraisal delivered within three (3) months prior to the Fixed Asset Availability Election; (iv) it is located within the United States or Canada; (v) it is at all times subject to Agent’s duly perfected, first priority security interest and is not subject to a Lien that is not a Permitted Lien; and (vi) it is not otherwise deemed unacceptable by Agent in its reasonable credit judgment. Eligible Trailer Inventory — Trailer Inventory that would (i) constitute “Eligible Inventory” without the application of the requirements of clause (i) ofthe definition thereof and (ii) if it is owned by Wabash Canada, not exceed $30,000,000 in aggregate value, together with the aggregate value of EligibleInventory owned by Wabash Canada. Environmental Laws — all United States, Canadian and other federal, state, provincial and local laws, rules, regulations, ordinances, orders andconsent decrees relating to health, safety and environmental matters. ERISA — the Employee Retirement Income Security Act of 1974, as amended, and any successor statute, and all rules and regulations from time totime promulgated thereunder. Event of Default — as defined in Section 10.1 of the Agreement. Excluded Accounts — those certain Deposit Accounts of Wabash National Services, L.P. at Bank of America, N.A. (account number 3752179833)and WNTC at Bank of America, N.A. (account number 3752180013). Executive Order — as defined in Section 7.1.33 of the Agreement. Existing Letters of Credit — as defined in subsection 1.2.1 of the Agreement. Fee Letter — as defined in Section 2.3 of the Agreement. Fixed Asset Availability Election – means the one time election of Borrowers as set forth on a Borrowing Base Certificate delivered pursuant toSection 8.1.4 to include the amounts set forth in clause (ii)(c)(ii) in the definition of “Borrowing Base”Exhibit A-2 in lieu of the amounts set forth in clause (ii)(c)(i) in the definition of “Borrowing Base” for the remainder of the term of this Agreement; provided, that suchelection shall not be provided at any time an Event of Default has occurred and is continuing. Fixed Asset Election Date – means the date that the Borrowing Base Certificate in which Borrowers have made a Fixed Asset Availability Electionbecomes effective. Fixed Asset Sublimit — means $21,000,000, which amount shall be reduced by $1,000,000 on the first day of each January, April, July and October,commencing on April 1, 2007. Fixed Charge Coverage Ratio — as defined in Exhibit 8.3 to the Agreement. GAAP — generally accepted accounting principles in the United States of America in effect from time to time. Guarantors — each Subsidiary Guarantor and each other Person who now or hereafter guarantees payment or performance of the whole or any part ofthe Obligations. Guaranty Agreements — the Continuing Guaranty Agreement executed on September 23, 2003 by each Subsidiary Guarantor, in form and substancesatisfactory to Agent, together with each other guaranty thereafter or hereafter executed by any Guarantor. Hazardous Materials — any chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority orwhich may or could pose a hazard to the health and safety of the owners, occupants or any persons in the vicinity of any Property or to the indoor oroutdoor environment. Inactive Subsidiaries — collectively, WNC Receivables Management Corp., WNC Receivables LLC and Wabash Financing, LLC. Increase Notice — as defined in Section 1.1.6 of the Agreement. Indebtedness — as applied to a Person means, without duplication: (i) all items which in accordance with GAAP would be included in determining total liabilities as shown on the liability side of a balance sheet ofsuch Person as at the date as of which Indebtedness is to be determined, including, without limitation, Capitalized Lease Obligations; (ii) all obligations of other Persons which such Person has guaranteed;Exhibit A-2 (iii) all reimbursement obligations in connection with letters of credit or letter of credit guaranties issued for the account of such Person; (iv) Derivative Obligations; and (v) in the case of Borrowers (without duplication), the Obligations. Identified Real Property — means the real Property owned by the Borrowers at the following locations: 4780 Vasquez Boulevard, Denver, CO 80216;and 1525 Georgesville Road, Columbus, OH 43228; Insolvency Laws of Canada — each of the Bankruptcy and Insolvency Act (Canada) and the Companies Creditors’ Arrangement Act (Canada), eachas now and hereafter in effect, any successors to such statutes and any other applicable insolvency or other similar law of any jurisdiction including,without limitation, any law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it. Intellectual Property — all past, present and future: trade secrets, know-how and other proprietary information; trademarks, internet domain names,service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of theforegoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations or applications forregistrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights for computer programs)and copyright registrations or applications for registrations which have heretofore been or may hereafter be issued throughout the world and all tangibleproperty embodying the copyrights, unpatented inventions (whether or not patentable); patent applications and patents; industrial design applications andregistered industrial designs; license agreements related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks,flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations,embodiments or incorporations of any of the foregoing; the right to sue for all past, present and future infringements of any of the foregoing; all otherintellectual property; and all common law and other rights throughout the world in and to all of the foregoing. Intercompany Loans — as defined in subsection 8.2.2 of the Agreement. Interest Period — as applicable to any LIBOR Portion, a period commencing on the date such LIBOR Portion is advanced, continued or converted, andending on the date which is one (1) month, two (2) months, three (3) months, or six (6) months later, as may then be requested by Borrowers; provided,that (i) any Interest Period which would otherwise end on a day which is not a Business Day shall end in the next preceding or succeeding Business Day asis Agent’s custom in the market to which such LIBOR Portion relates (as communicated by Agent to Lenders from time toExhibit A-2 time); (ii) there remains a minimum of one (1) month, two (2) months, three (3) months or six (6) months (depending upon which Interest Period aBorrower selects) in the Term, unless Borrowers and Lenders have agreed to an extension of the Term beyond the expiration of the Interest Period inquestion; (iii) all Interest Periods of the same duration which commence on the same date shall end on the same date. Joint Venture — a Person (whether or not a Subsidiary) in which any Borrower or any of its Subsidiaries is an equity holder. Judgment Conversion Date — as defined in Section 1.7 of the Agreement. Judgment Currency — as defined in Section 1.7 of the Agreement. LC Amount — at any time, the aggregate undrawn available amount of all Letters of Credit and LC Guaranties then outstanding. LC Guaranty — any guaranty pursuant to which Agent or any Affiliate of Agent shall guaranty the payment or performance by a Borrower of itsreimbursement obligation under any letter of credit. LC Obligations — Any Obligations that arise from any draw against any Letter of Credit or against any letter of credit supported by an LC Guaranty. Letter of Credit — any standby or documentary letter of credit issued by Agent or any Affiliate of Agent for the account of a Borrower. LIBOR — as applicable to any LIBOR Portion, for the applicable Interest Period, the rate per annum (rounded upward, if necessary, to the nearest 1/8of one percent) as determined on the basis of the offered rates for deposits in U.S. dollars, for a period of time comparable to such Interest Period whichappears on the Telerate page 3750 as of 11:00 a.m. (London time) on the day that is two (2) London Banking Days preceding the first day of such InterestPeriod; provided, however, if the rate described above does not appear on the Telerate System on any applicable interest determination date, the LIBORshall be the rate (rounded upwards as described above, if necessary) for deposits in U.S. dollars for a period substantially equal to the Interest Period on theReuters Page “LIBO” (or such other page as may replace the LIBO Page on that service for the purpose of displaying such rates), as of 11:00 a.m. (LondonTime), on the day that is two (2) London Banking Days prior to the first day of such Interest Period. If both the Telerate and Reuters systems areunavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in U.S. dollars for a period of time comparable tosuch Interest Period which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. (London time), on the day thatis two (2) London Banking Days preceding the first day of such Interest Period as selected by Agent. The principal London office of each of the majorLondon banks so selected will be requested to provide a quotation of its U.S. dollar deposit offered rate. If at least two (2) such quotations areExhibit A-2 provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date willbe determined on the basis of the rates quoted for loans in U.S. dollars to leading European banks for a period of time comparable to such Interest Periodoffered by major banks in New York City at approximately 11:00 a.m. (New York City time), on the day that is two (2) London Banking Days precedingthe first day of such Interest Period. In the event that Agent is unable to obtain any such quotation as provided above, it will be determined that LIBORpursuant to a Interest Period cannot be determined. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentagewith respect to LIBOR deposits of Bank then for any period during which such Reserve Percentage shall apply, LIBOR shall be equal to the amountdetermined above divided by an amount equal to 1 minus the Reserve Percentage. LIBOR Interest Payment Date — the first day of each calendar month during the applicable Interest Period and the last day of the applicable InterestPeriod. LIBOR Option — the option granted pursuant to Section 3.1 of the Agreement to have the interest on all or any portion of the principal amount of theRevolving Credit Loans based on the LIBOR. LIBOR Portion — that portion of the Revolving Credit Loans specified in a LIBOR Request (including any portion of Revolving Credit Loans which isbeing borrowed by a Borrower concurrently with such LIBOR Request) which, as of the date of the LIBOR Request specifying such LIBOR Portion, hasmet the conditions for basing interest on the LIBOR in Section 3.1 of the Agreement and the Interest Period of which has not terminated. LIBOR Request — a notice in writing (or by telephone confirmed electronically or by telecopy or other facsimile transmission on the same day as thetelephone request) from a Borrower to Agent requesting that interest on a Revolving Credit Loan be based on the LIBOR, specifying: (i) the first day of theInterest Period (which shall be a Business Day); (ii) the length of the Interest Period; (iii) whether the LIBOR Portion is a new Loan, a conversion of a BaseRate Portion, or a continuation of a LIBOR Portion, and (iv) the dollar amount of the LIBOR Portion, which shall be in an amount not less than $1,000,000or an integral multiple of $100,000 in excess thereof. Lien — any interest in Property (whether legal or equitable) securing an obligation owed to, or a claim by, a Person other than the owner of the Property,whether such interest is based on common law, statute or contract. The term “Lien” shall also include rights of set off, rights of seller under conditionalsales contracts or title retention agreements, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leasesand other title exceptions, encumbrances and security interests affecting Property. For the purpose of the Agreement, each Borrower shall be deemed to be theowner of any Property which itExhibit A-2 has acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the Property has been retained by or vested insome other Person for security purposes. Loan Account — each loan account established on the books of Agent pursuant to Section 3.6 of the Agreement. Loan Documents — the Agreement, the Other Agreements and the Security Documents. Loans — all loans and advances of any kind made by Agent, any Lender, or any Affiliate of Agent or any Lender, pursuant to the Agreement. London Banking Day — any date on which commercial banks are open for business in London, England. Majority Lenders — as of any date, Lenders holding 51% of the Revolving Loan Commitments determined on a combined basis and following thetermination of the Revolving Loan Commitments, Lenders holding 51% or more of the outstanding Loans, LC Amounts and LC Obligations not yetreimbursed by a Borrower or funded with a Revolving Credit Loan; provided, that (i) in each case, if there are 2 or more Lenders with outstanding Loans,LC Amounts, unfunded and unreimbursed LC Obligations or Revolving Loan Commitments, at least 2 Lenders shall be required to constitute MajorityLenders; and (ii) prior to termination of the Revolving Loan Commitments, if any Lender breaches its obligation to fund any requested Revolving CreditLoan, for so long as such breach exists, its voting rights hereunder shall be calculated with reference to its outstanding Loans, LC Amounts and unfundedand unreimbursed LC Obligations, rather than its Revolving Loan Commitment. Material Adverse Effect — (i) a material adverse effect on the business, condition (financial or otherwise), operation, performance or properties ofBorrowers and their Subsidiaries taken as a whole, (ii) a material adverse effect on the rights and remedies of Agent or Lenders under the Loan Documents,or (iii) the material impairment of the ability of any Borrower or any of its Subsidiaries to perform its obligations hereunder or under any Loan Document. Maximum Fixed Asset Amount — means an amount equal to the sum of (i) 85% of the net orderly liquidation value of Eligible Equipment and (ii) 65%of the fair market value of Eligible Real Property, as determined in an Availability Appraisal delivered within three (3) months prior to the Fixed AssetAvailability Election, which amount shall not exceed the greater of (a) $60,000,000 or (b) 35% of the Revolving Credit Maximum Amount as of the date ofthe Fixed Asset Availability Election and shall be reduced based upon a five year straight-line amortization schedule on the first day of each January, April,July and October, commencing on the first such day after the Fixed Asset Election Date.Exhibit A-2 Money Borrowed — (i) Indebtedness arising from the lending of money by any Person to any Borrower or any of its Subsidiaries; (ii) Indebtedness,whether or not in any such case arising from the lending by any Person of money to any Borrower or any of its Subsidiaries, (1) which is represented bynotes payable or drafts accepted that evidence extensions of credit, (2) which constitutes obligations evidenced by bonds, debentures, notes or similarinstruments, or (3) upon which interest charges are customarily paid (other than accounts payable) or that was issued or assumed as full or partialpayment for Property; (iii) Indebtedness that constitutes a Capitalized Lease Obligation; (iv) reimbursement obligations with respect to letters of credit orguaranties of letters of credit and (v) Indebtedness of any Borrower or any of its Subsidiaries under any guaranty of obligations that would constituteIndebtedness for Money Borrowed under clauses (i) through (iii) hereof, if owed directly by a Borrower or any of its Subsidiaries. Money Borrowed shallnot include trade payables or accrued expenses. Mortgage — each mortgage, deed of trust or comparable document heretofore, now or at any time hereafter executed and delivered to Agent creating a Lienon real Property of a Borrower, a Subsidiary Guarantor or any other Person as security for all or any part of the Obligations. Multiemployer Plan — has the meaning set forth in Section 4001(a)(3) of ERISA. New Convertible Note Derivative Obligations – means the convertible note hedge transaction and related warrant transaction entered into in connectionwith the New Convertible Note Indebtedness purchased with proceeds of the New Convertible Note Indebtedness for a net amount not to exceed$15,000,000. New Convertible Note Indebtedness –means Indebtedness of Wabash (including without limitation any New Convertible Note Derivative Obligations)incurred pursuant to a convertible note offering consummated on or before May 1, 2008; provided that (i) such Indebtedness is unsecured, (ii) the aggregateprincipal amount of such Indebtedness (excluding the New Convertible Note Derivative Obligations) does not exceed $175,000,000, (iii) the coupon interestrate of such Indebtedness does not exceed ten percent (10%), (iv) such Indebtedness shall not mature prior to August 6, 2012 and (v) the terms andconditions of such Indebtedness are not materially more burdensome or restrictive to any Borrower or Guarantor than the terms and conditions set forth inthe memorandum delivered to Agent on March 1, 2007. Notes — the Revolving Notes. Obligations Currency — as defined in Section 1.6 of the Agreement. Obligations — all Loans, all LC Obligations, Letters of Credit, LC Guaranties and all other advances, debts, liabilities, obligations, covenants andduties, togetherExhibit A-2 with all interest (including any interest that accrues after the commencement of insolvency or related proceedings of the type described in Section 10.1.8hereof, regardless of whether allowed or allowable in whole or in part as a claim in any such proceeding), fees and other charges thereon, owing, arising,due or payable from each Borrower to Agent, for its own benefit, from each Borrower to Agent for the benefit of any Lender, from each Borrower to anyLender or any Affiliate of any Lender, and from each Borrower to Bank or any other Affiliate of Agent, of any kind or nature, present or future, whether ornot evidenced by any note, guaranty or other instrument, whether arising under the Agreement, any of the other Loan Documents or any agreementsevidencing the Product Obligations, whether direct or indirect (including those acquired by assignment), absolute or contingent, primary or secondary, dueor to become due, now existing or hereafter arising and however acquired, and including, without limitation, any Product Obligations. OFAC — as defined in Section 7.1.33 of the Agreement. Organizational I.D. Number — with respect to any Person, the organizational identification number assigned to such Person by the applicablegovernmental unit or agency of the jurisdiction of organization of such Person. Original Loan Agreement — as defined in the Preamble to the Agreement. Other Agreements — any and all agreements, instruments and documents (other than the Agreement and the Security Documents), heretofore, now orhereafter executed by any Borrower, any of its Subsidiaries or any Guarantor and delivered to Agent, Bank or any Lender or any of their respectiveAffiliates in respect of the transactions contemplated by the Agreement or any Product Obligations. Overadvance — as defined in subsection 1.1.2 of the Agreement. Permitted Acquisition — any acquisition after the Closing Date by any Borrower or any Subsidiary formed by such Borrower for such purpose (a“New Subsidiary”), by any means, of all or substantially all of the assets or capital stock, an operating division or a business unit, of any Person that is agoing concern, that has been incorporated or organized under the laws of a State within the United States or a Province within Canada and that is in asimilar or related field of business to a Borrower as of the date hereof, and so long as Agent and Lenders shall have received evidence at least 3 BusinessDays prior to the closing date of such acquisition that such acquisition satisfies the following conditions: (a) no Default or Event of Default is in existence at the time of such acquisition or would be caused thereby after giving effect thereto; (b) after giving effect to the proposed acquisition, Borrowers are in compliance with each of the financial covenants set forth in Section 8.3 on a proforma, but unadjusted, basis through the termination of the Agreement;Exhibit A-2 (c) the Person or business to be acquired has shown an unadjusted positive EBITDA for the twelve month period ended immediately prior to the dateof acquisition, as determined by Agent; (d) the Board of Directors and/or owners of the entity whose business is to be acquired have approved the proposed transaction; (e) Agent has received at least ten (10) days’ prior written notice thereof and, as soon as available, copies of all agreements delivered in connectiontherewith; (f) subsection 8.1.8 of the Agreement has been satisfied with respect to such assets, Person or New Subsidiary and, as a result thereof, Agent hasobtained a first priority Lien (subject only to Permitted Liens) on the applicable stock and assets; (g) Agent has received a certificate from Wabash’s Chief Financial Officer, Treasurer or Assistant Treasurer certifying that all of the applicableconditions contained herein to treating such acquisition as a Permitted Acquisition have been satisfied; (h) if the total consideration (including cash, notes and other debt, maximum earnouts, consulting and non-compete payments and the like) (i) forsuch acquisition exceeds $30,000,000 or (ii) for such acquisition, together with all other acquisitions completed in the current calendar year,exceeds $30,000,000, in each case Agent and Majority Lenders have consented in writing to such acquisition; (i) immediately after completing such acquisition, Borrowers have Availability of at least $45,000,000; and (j) consents have been obtained in favor of Agent to the collateral assignment of rights and indemnities under the related acquisition documents.In no event shall any Accounts, Inventory, Bill and Hold Inventory or Trailer Inventory acquired in connection with a Permitted Acquisition be deemedeligible for advance hereunder unless and until Agent has completed (at Borrowers’ expense) a Collateral audit and appraisal of such Property so acquiredor to be acquired. Permitted Liens — any Lien of a kind specified in subsection 8.2.5 of the Agreement.Exhibit A-2 Permitted Purchase Money Indebtedness — Purchase Money Indebtedness of any Borrower incurred after the date hereof which is secured by aPurchase Money Lien and the principal amount of which, when aggregated with the principal amount of all other such Indebtedness and Capitalized LeaseObligations of Borrowers and the Borrowers’ Subsidiaries at the time outstanding, does not exceed $10,000,000. For the purposes of this definition, theprincipal amount of any Purchase Money Indebtedness consisting of capitalized leases (as opposed to operating leases) shall be computed as a CapitalizedLease Obligation. Person — an individual, partnership, corporation, limited liability company, joint stock company, land trust, business trust, or unincorporatedorganization, or a government or agency or political subdivision thereof. Plan — an employee benefit plan now or hereafter maintained for employees of any Borrower or any of its Subsidiaries that is covered by Title IV ofERISA. Pledge Agreements — collectively, (i) the Pledge Agreement executed by Wabash on September 23, 2003 in favor of Agent, for the benefit of itself andLenders, by which Wabash has granted to Agent, as security for the Obligations, a Lien on the 100% of the Securities of each other Borrower owned byWabash and 100% of the portion of the Securities of each of its other direct Subsidiaries owned by Wabash and (ii) all other pledge agreements andcomparable documents heretofore, now or at any time hereafter securing the whole or any part of the Obligations. PPSA — the Personal Property Security Act in force in the Province of Ontario; provided, that in the event that, by reason of mandatory provisions oflaw, the validity, perfection and effect of perfection or non-perfection of a security interest or other applicable Lien is governed by other personal propertysecurity laws, the term “PPSA” means such other personal property security laws. Prior Claims — Liens on the Collateral that pursuant to applicable law are prior to or pari passu with Agent’s Liens. Product Obligations — every obligation of each Borrower under and in respect of any one or more of the following types of services or facilities extendedto any Borrower by Bank, Agent, any Lender or any Affiliate of Bank, Agent or any Lender: (i) credit cards, (ii) cash management or related servicesincluding the automatic clearing house transfer of funds for the account of any Borrower pursuant to agreement or overdraft, (iii) controlled disbursementservices and (iv) Derivative Obligations. For purposes of the Agreement, “Product Obligations”, shall include any of the foregoing services or facilitiesentered into by any Borrower on or prior to the Closing Date and still in existence on the Closing Date. Projections — Wabash’s forecasted Consolidated and consolidating (i) balance sheets, (ii) profit and loss statements, (iii) cash flow statements, and(iv) capitalization statements, all prepared on a consistent basis with the historical financial statements of Wabash and its Subsidiaries, together withappropriate supporting details and a statement of underlying assumptions.Exhibit A-2 Property — any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. Purchase Money Indebtedness — means and includes (i) Indebtedness (other than the Obligations) for the payment of all or any part of the purchaseprice of any fixed assets, (ii) any Indebtedness (other than the Obligations) incurred at the time of or within 10 days prior to or after the acquisition of anyfixed assets for the purpose of financing all or any part of the purchase price thereof, and (iii) any renewals, extensions or refinancings thereof, but not anyincreases in the principal amounts thereof outstanding at the time. Purchase Money Lien — a Lien upon fixed assets which secures Purchase Money Indebtedness, but only if such Lien shall at all times be confinedsolely to the fixed assets the purchase price of which was financed through the incurrence of the Purchase Money Indebtedness secured by such Lien. Regulation D — Regulation D of the Board of Governors of the Federal Reserve System. Rentals — as defined in subsection 8.2.19 of the Agreement. Reportable Event — any of the events set forth in Section 4043(c) of ERISA. Requested Revolver Increase — as defined in Section 1.1.6 of the Agreement. Reserve Percentage — the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed onmember banks of the Federal Reserve System against “Euro-currency Liabilities” as defined in Regulation D. Restricted Investment — any investment made in cash or by delivery of Property to any Person, whether by acquisition of stock, Indebtedness or otherobligation or Security, or by loan, advance or capital contribution, or otherwise, or in any Property except the following: (i) investments by a Borrower, to the extent said investments exist on the Closing Date, in one or more Subsidiaries of such Borrower; (ii) investments in Property to be used in the ordinary course of business; (iii) investments in Current Assets arising from the sale of goods and services in the ordinary course of business of any Borrower or any of itsSubsidiaries;Exhibit A-2 (iv) investments in direct obligations of the United States of America, or any agency thereof or obligations guaranteed by the United States ofAmerica, provided that such obligations mature within one year from the date of acquisition thereof; (v) investments in certificates of deposit maturing within one year from the date of acquisition and fully insured by the Federal Deposit InsuranceCorporation; (vi) investments in commercial paper given the highest rating by a national credit rating agency and maturing not more than 270 days from the dateof creation thereof; (vii) investments in money market, mutual or similar funds having assets in excess of $100,000,000 and the investments of which are limited toinvestment grade securities; (viii) Intercompany Loans; (ix) investments made in exchange for Accounts arising in the ordinary course of business which have not been collected for 120 days and which are,in the good faith judgment of such Borrower or one of its Subsidiaries, substantially uncollectible, provided that the instrument evidencing suchinvestment is delivered to Agent to be held as security for the Obligations pursuant to the terms of the Agreement; (x) investments in evidence of Indebtedness, securities or other Property received from another Person by such Borrower or any of its Subsidiaries inconnection with any bankruptcy case or by reason of a composition or a readjustment of debt or reorganization of such Person as a result of foreclosure,perfection or enforcement of any Lien in exchange for evidence of Indebtedness, securities or other Property of such Person; (xi) investments existing on the date hereof and listed on Exhibit 8.2.12 hereto; (xii) investments otherwise expressly permitted pursuant to the Agreement; (xiii) New Convertible Note Derivative Obligations; and (xiv) investments not listed in clauses (i) through (xii) above (including without limitation investments in Joint Ventures and Subsidiaries) in anaggregate amount not in excess of $15,000,000. Revolving Credit Loan — a Loan made by any Lender pursuant to Section 1.1 of the Agreement.Exhibit A-2 Revolving Credit Maximum Amount — $150,000,000, as such amount may be increased or reduced from time to time pursuant to the terms of theAgreement. Revolving Loan Commitment — with respect to any Lender, the amount of such Lender’s Revolving Loan Commitment pursuant to subsection 1.1.1 ofthe Agreement, as set forth below such Lender’s name on the signature page hereof or any Assignment and Acceptance Agreement executed by such Lender. Revolving Loan Percentage — with respect to each Lender, the percentage equal to the quotient of such Lender’s Revolving Loan Commitment dividedby the aggregate of all Revolving Loan Commitments. Revolving Notes — the Second Amended and Restated Secured Promissory Notes to be jointly and severally executed by Borrowers on or about theClosing Date in favor of each Lender to evidence the Revolving Credit Loans, which shall be in the form of Exhibit 1.1 to the Agreement, together with anyreplacement or successor notes therefor. Security — all shares of stock, partnership interests, membership interests, membership units or other ownership interests in any other Person and allwarrants, options or other rights to acquire the same. Security Documents — the Guaranty Agreements, the Mortgages, the Pledge Agreements, any applicable hypothecs, and all other instruments andagreements now or at any time hereafter securing the whole or any part of the Obligations. Solvent — as to any Person, that such Person (i) owns Property whose fair saleable value is greater than the amount required to pay all of such Person’sIndebtedness (including contingent debts), (ii) is able to pay all of its Indebtedness as such Indebtedness matures and (iii) has capital sufficient to carry onits business and transactions and all business and transactions in which it is about to engage. Subordinated Debt — Indebtedness of any Borrower or any of its Subsidiaries that is subordinated to the Obligations in a manner satisfactory toMajority Lenders, and contains terms, including without limitation, payment terms, satisfactory to Majority Lenders. Subsidiary — any Person of which another Person owns, directly or indirectly through one or more intermediaries, more than 50% of the Voting Stockat the time of determination. Subsidiary Guarantors — each Subsidiary of Wabash that now or hereafter executes a Guaranty Agreement. Swingline Loans — as defined in subsection 1.1.4 of the Agreement.Exhibit A-2 Syndication Agents — each of LaSalle Bank, National Association and Wells Fargo Bank, National Association, in their capacity as a SyndicationAgent for the Lenders under the Agreement. Term — as defined in Section 4.1 of the Agreement. Total Credit Facility — $150,000,000, as such amount may be increased or reduced from time to time pursuant to the terms of the Agreement. Trailer Inventory — Inventory of a Company consisting of new and used trailers held by such Company for sale or lease. Type of Organization — with respect to any Person, the kind or type of entity by which such Person is organized, such as a corporation or limitedliability company. UCC — the Uniform Commercial Code as in effect in the State of Illinois on the date of this Agreement, as it may be amended or otherwise modified. Unused Line Fee — as defined in Section 2.5 of the Agreement. USA Patriot Act — as defined in Section 7.1.33 of the Agreement. Voting Stock — Securities of any class or classes of a corporation, limited partnership or limited liability company or any other entity the holders ofwhich are ordinarily, in the absence of contingencies, entitled to vote with respect to the election of corporate directors (or Persons performing similarfunctions). Wabash — as defined in the Preamble to the Agreement. Wabash Canada — FTSI Canada, Ltd., a corporation organized under the laws of the Province of New Brunswick. Western Canada Property — the Property of Wabash Canada located at the following locations: 8715 48th Street SE, Calgary, Alberta, 1870 KingEdward Street, Winnipeg, Manitoba and 20275 Logan Avenue, Langley British Columbia. Wind Down Subsidiaries — collectively, National Trailer Funding, LLC and Wabash National, GmbH. WNLP — Wabash National, L.P., a Delaware limited partnership. WNTC — Wabash National Trailer Centers, Inc., a Delaware corporation. Other Terms. All other terms contained in the Agreement shall have, when the context so indicates, the meanings provided for by the UCC to the extentthe same are used or defined therein.Exhibit A-2 Certain Matters of Construction. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to the Agreement as a wholeand not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. The section titles, table of contents andlist of exhibits appear as a matter of convenience only and shall not affect the interpretation of the Agreement. All references to statutes and related regulationsshall include any amendments of same and any successor statutes and regulations. All references to any of the Loan Documents shall include any and allmodifications thereto and any and all extensions or renewals thereof.Exhibit A-2 Exhibit 10.17WABASH NATIONAL CORPORATIONCHANGE-IN-CONTROL POLICY The Compensation Committee of the Board of Directors of the Company approved an executive change-in-control policy on December 8, 2005, andamended as of February 8, 2007, that is applicable to the Company’s Chief Executive Officer, Senior Vice President and Chief Financial Officer, Senior VicePresident Sales and Marketing, Senior Vice President Human Resources, Senior Vice President Manufacturing, and Vice President General Counsel. Theinitial term of the policy will be two years from December 8, 2005, during which time the policy will be irrevocable, and the policy will be renewable forsubsequent one year terms. Benefits under the policy are payable in the event of a qualifying termination, which is a termination within twelve months after achange-in-control that is either by the Company without cause or by the executive for good reason, unless the executive is entitled to greater benefits under theterms of an employment agreement. An executive must execute a release in favor of the Company to receive the benefits under the policy. In the case of the Company’s Chief Executive Officer, the benefits under the policy upon a qualifying termination are a severance payment of two timesbase salary plus two times the executive’s target bonus. In addition, a payment will be made for a pro-rata portion of the executive’s target bonus for the currentyear, and health benefits will be continued for two years (or until comparable coverage is obtained by the executive). In the case of the Company’s Senior VicePresident and Chief Financial Officer, Senior Vice President Sales and Marketing, Senior Vice President Human Resources, Senior Vice PresidentManufacturing, and Vice President General Counsel, the benefits under the policy upon a qualifying termination of employment are a severance payment ofone and one-half times base salary plus one and one-half times the executive’s target bonus. In addition, a payment will be made for a pro-rata portion of the executive’s target bonus for the current year, and health benefits will be continued for oneand one-half years (or until comparable coverage is obtained by the executive). Exhibit 10.18Executive Severance Pay Severance Provision Grade 15 Grade 16 Grades 17 & aboveService Requirement • One (1) year • One (1) year • No minimum service requirement Severance Payment • Base salary (annual base rate) • Base salary (annual base rate) • Base salary (annual base rate)Severance Amount •• One (1) month - standardCan be enhanced up to nine(9) months if settlement agreementis signed •• One (1) month – standard Can be enhanced up to one (1) yearif settlement agreement is signed •• One (1) month – standard Can be enhanced up to eighteen(18) months if settlementagreement is signed Payment Timing • Bi-weekly • Bi-weekly • Bi-weeklyVesting Provisions • Per grant agreement • Per grant agreement • Per grant agreementBenefits - Health Care • Lump sum COBRA payment willbe provided equal to the severanceperiod • Lump sum COBRA payment willbe provided equal to the severanceperiod • Lump sum COBRA payment willbe provided equal to the severanceperiod Settlement Agreement (GeneralRelease) • Must sign general release forenhanced package consideration • Must sign general release forenhanced package consideration • Must sign general release forenhanced package consideration Vacation • Unused earned vacation will be paidper state law • Unused earned vacation will bepaid per state law • Unused earned vacation will bepaid per state law Outplacement Services • May be included in severanceagreement • May be included in severanceagreement • May be included in severanceagreement EXHIBIT 21.00SUBSIDIARIES OF THE COMPANY ANDOWNERSHIP OF SUBSIDIARY STOCK State/Country of % of Shares Owned Name of Subsidiary Incorporation by the Corporation* Wabash National GmbH Germany 100% Wabash National Trailer Centers, Inc Delaware 100% WNC Cloud Merger Sub, Inc Arkansas 100% Cloud Oak Flooring Company, Inc Arkansas 100% Wabash National L.P. Delaware 100% Wabash National Lease Receivables, L.P. Delaware 100% Wabash National Services L.P. Delaware 100% Wabash Financing LLC Delaware 100% RoadRailer Technology Development Company, Ltd. China 81% National Trailer Funding LLC Delaware 100% Continental Transit Corporation Indiana 100% FTSI Canada, Ltd. Canada 100% WNC Receivables, LLC Delaware 100% WNC Receivables Management Corp. Delaware 100% FTSI Distribution Company, L.P. Delaware 100% Transcraft Corporation Delaware 100%*Includes both direct and indirect ownership by the parent, Wabash National Corporation Exhibit 23.01Consent of Independent Registered Public Accounting FirmWe consent to the incorporation by reference in the following Registration Statements:(1)Registration Statement (Form S-3 No. 333-109375) of Wabash National Corporation(2)Registration Statement (Form S-8 No. 333-54714) pertaining to the 2000 Stock Option and Incentive Plan of Wabash NationalCorporation(3)Registration Statement (Form S-8 No. 333-29309) pertaining to the 1992 Stock Option Plan and Stock Bonus Plan of WabashNational Corporation(4)Registration Statement (Form S-8 No. 33-49256) pertaining to the 1992 Stock Option Plan of Wabash National Corporation(5)Registration Statement (Form S-8 No. 33-65698) pertaining to the 1993 Employee Stock Purchase Plan of Wabash NationalCorporation(6)Registration Statement (Form S-8 No. 33-90826) pertaining to the Directors and Executives Deferred Compensation Plan ofWabash National Corporation(7)Registration Statement (Form S-8 No. 333-115682) pertaining to the 2004 Stock Incentive Plan of Wabash National Corporation(8)Registration Statement (Forms S-8 No. 333-113157) pertaining to the Non-Qualified Stock Option Agreements for William P.Greubel, Richard J. Giromini and Timothy J. Monahan of Wabash National Corporationof our reports dated March 7, 2007, with respect to the consolidated financial statements of Wabash National Corporation and WabashNational Corporation management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness ofinternal control over financial reporting of Wabash National Corporation, included in this Annual Report (Form 10-K) for the year endedDecember 31, 2006./s/ Ernst & Young LLPIndianapolis, IndianaMarch 7, 2007 Exhibit 31.01CERTIFICATIONSI, Richard J. Giromini, certify that:1. I have reviewed this report on Form 10-K of Wabash National Corporation;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in thisreport;4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f) for the registrant and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; andd) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.Date: March 12, 2007/s/ Richard J. GirominiRichard J. GirominiPresident and Chief Executive Officer(Principal Executive Officer) Exhibit 31.02CERTIFICATIONSI, Robert J. Smith, certify that:1. I have reviewed this report on Form 10-K of Wabash National Corporation;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in thisreport;4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f) for the registrant and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; andd) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalentfunctions):a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.Date: March 12, 2007/s/ Robert J. SmithRobert J. SmithSenior Vice President and Chief Financial Officer(Principal Financial Officer) Exhibit 32.01Written Statement of Chief Executive Officer and Chief Financial OfficerPursuant to Section 906of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)The undersigned, the Chief Executive Officer and the Senior Vice President, Chief Financial Officer of Wabash National Corporation (the“Company”), each hereby certifies that, to his knowledge, on March 12, 2007;(a) the Form 10K Annual Report of the Company for the year ended December 31, 2006 filed on March 12, 2007, with the Securitiesand Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) of 15(d) of the Securities ExchangeAct of 1934; and(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany./s/ Richard J. GirominiRichard J. GirominiPresident and Chief Executive OfficerMarch 12, 2007/s/ Robert J. SmithRobert J. SmithSenior Vice President, Chief Financial OfficerMarch 12, 2007

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